S-4

As filed with the Securities and Exchange Commission on July 31, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

Under

the Securities Act of 1933

JOHNSONDIVERSEY, INC.

(Exact name of registrant as specified in its charter)

Delaware	2840	39-1877511
(State or other jurisdiction of incorporation or organization)	(Primary standard industrial classification code number)	(I.R.S. employer identification number)

8310 16th Street,

Sturtevant, Wisconsin 53177-0902

(262) 631-4001

(Name, address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

See table of additional registrants

Michael J. Bailey

Senior Vice President and Chief Financial Officer

JohnsonDiversey, Inc.

8310 16th Street

Sturtevant, Wisconsin 53177-0902

(262) 631-4001

(Name, address, including zip code, and telephone number, including area code, for agent for service)

Copies to:

Luis F. Machado, Esq. Senior Counsel JohnsonDiversey, Inc. 8310 16th Street Sturtevant, Wisconsin 53177-0902 (262) 631-4001 Robert A. Yolles, Esq. Jones, Day, Reavis & Pogue 77 West Wacker Chicago, Illinois 60601-1692 (312) 782-3939

Approximate date of commencement of proposed sale to the public:    As soon as practicable following the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price (1)	Amount of registration fee
9.625% Senior Subordinated Notes due 2012, Series B	$300,000,000	100%	$300,000,000		$27,600
Guarantees of the $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B (2)	$300,000,000				—(3)
9.625% Senior Subordinated Notes due 2012, Series B	€225,000,000	100%	€225,000,000		$20,562(4)
Guarantees of the €225,000,000 9.625% Senior Notes due 2012, Series B (2)	€225,000,000				—(3)
Total registration fee				$	48,162

(1) Represents the maximum principal amount of 9.625% senior subordinated notes due 2012 that may be issued pursuant to the exchange offer described in this registration statement.

(2) The senior subordinated notes will be guaranteed by those subsidiaries of JohnsonDiversey, Inc. that are listed in the table of additional registrants.

(3) Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

(4) Euro amounts have been translated into U.S. dollars at 1 euro = $.9933, which was the noon buying rate in New York City for cable transfers in euros as certified for custom purposes by the Federal Reserve Bank of New York on July 23, 2002.

The registrant hereby amends this registration statement on such date as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

The name and address of the agent for service for each of the additional registrants listed below is the same as is set forth for JohnsonDiversey, Inc. on the cover page of this registration statement.

Name	Jurisdiction of Formation	Address of Principal Executive Office	I.R.S. Employer Identification Number	Primary Standard Industrial Code Number
Auto-C, LLC	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	75-3046725	2840
The Butcher Company	Delaware	67 Forest Street Marlborough, Massachusetts 01752	04-3528500	2840
Chemical Methods Associates, Inc.	California	12700 Knott Avenue Garden Grove, California 92841	95-3054630	3589
Chemical Methods Leasco, Inc.	California	12700 Knott Avenue Garden Grove, California 92841	95-3823144	2840
DuBois International, Inc.	Ohio	255 E. 5th Street Cincinnati, Ohio 45202	31-1220726	2840
Integrated Sanitation Management, Inc.	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	39-1607363	3589
JD Real Estate Subsidiary, LLC	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	64-1409373	6512
Johnson Diversey Cayman, Inc.	Cayman Islands	8310 16th Street Sturtevant, Wisconsin 53177	N/A	6199
Johnson Diversey Puerto Rico, Inc.	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	03-0390197	2840
Johnson Diversey Shareholdings, Inc.	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	03-0390181	6719
Johnson Diversey Subsidiary #1 LLC	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	03-0390171	6719
Johnson Polymer, Inc.	Wisconsin	8310 16th Street Sturtevant, Wisconsin 53177	39-1953888	2821
Johnson Wax Diversey Shareholdings, Inc.	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	03-0390190	6719
JWP Investments, Inc.	Nevada	8310 16th Street Sturtevant, Wisconsin 53177	88-0470726	2840
Prism Sanitation Management, LLC	Delaware	1326 Willow Road Sturtevant, Wisconsin 53177	65-0923846	2840
Professional Shareholdings, Inc.	Delaware	8310 16th Street Sturtevant, Wisconsin 53177	39-1894355	6719
U S Chemical Corporation	Wisconsin	18000 Sarah Lane, Ste 310 Brookfield, Wisconsin 53045	39-1927308	2840
Whitmire Micro-Gen Research Laboratories, Inc.	Delaware	3568 Tree Court Industrial Blvd. St. Louis, Missouri 63122	39-1814359	2879

SUBJECT TO COMPLETION, DATED JULY 31, 2002

PROSPECTUS

$300,000,000 9.625% Senior Subordinated Notes due 2012

€225,000,000 9.625% Senior Subordinated Notes due 2012

JohnsonDiversey, Inc.

Offer to Exchange all Outstanding

9.625% Senior Subordinated Notes due 2012, Series A for

9.625% Senior Subordinated Notes due 2012, Series B

This Exchange Offer Will Expire at 5:00 p.m.,

New York City Time, on            , 2002, unless Extended.

Material Terms of the Exchange Offer

· We are offering to exchange all outstanding notes that are validly tendered and not withdrawn for an equal principal amount of notes that are registered under the Securities Act of 1933.

· Outstanding notes denominated in dollars may be exchanged only for exchange notes denominated in dollars, and outstanding notes denominated in euros may be exchanged only for exchange notes denominated in euros.

· The exchange offer is subject to conditions, including that the exchange offer does not violate any law or applicable interpretation of any law by the staff of the Securities and Exchange Commission.

· You may withdraw your tender of outstanding notes at any time before the expiration of the exchange offer.

· The exchange of notes will not be a taxable exchange for United States federal income tax purposes.

· We will not receive any cash proceeds from the exchange offer.

· Our affiliates may not participate in the exchange offer.

The Exchange Notes

· The terms of the exchange notes to be issued are substantially identical to the outstanding notes that we issued on May 3, 2002, except that transfer restrictions and registration rights provisions relating to the outstanding notes will not apply to the exchange notes.

· Interest on the exchange notes will accrue at the rate of 9.625% per year, payable in cash every six months on May 15 and November 15, with the first payment on November 15, 2002.

· We intend to list the exchange notes on the Luxembourg Stock Exchange.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. Each Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of Securities Act. This prospectus, as it may by amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where those outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Investing in the exchange notes involves risks. Please consider carefully the ‘‘ Risk Factors’’ beginning on page 17 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any

representation to the contrary is a criminal offense.

The date of this prospectus is            , 2002.

The information in this prospectus is not complete and may be changed. We may not consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this prospectus.

We are not asking you for a proxy and you are requested not to send us a proxy.

TABLE OF CONTENTS

	Page
WHERE TO FIND MORE INFORMATION	ii
CURRENCY EXCHANGE RATES	ii
MARKET AND INDUSTRY DATA	iii
PROSPECTUS SUMMARY	1
RISK FACTORS	17
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	34
THE EXCHANGE OFFER	36
USE OF PROCEEDS	46
CAPITALIZATION	47
UNAUDITED PRO FORMA AND HISTORICAL CONDENSED COMBINED FINANCIAL DATA	48
SELECTED HISTORICAL FINANCIAL DATA	54
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	57
BUSINESS	77
THE ACQUISITION	98
MANAGEMENT	114
EXECUTIVE COMPENSATION	120
BENEFICIAL OWNERSHIP	128
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	132
DESCRIPTION OF OTHER INDEBTEDNESS	139
DESCRIPTION OF THE EXCHANGE NOTES	142
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	191
PLAN OF DISTRIBUTION	192
LEGAL MATTERS	193
EXPERTS	193
INDEX TO FINANCIAL STATEMENTS	F-1

WHERE TO FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-4 under the Securities Act of 1933 with respect to the exchange offer for the notes. As permitted by the rules and regulations of the Commission, this prospectus does not contain all the information set forth in the registration statement. For further information about us and the exchange offer, reference is made to the registration statement and to the financial statements and exhibits filed with that registration statement. The statements contained in this prospectus about the contents of any contract or other document that has been filed as an exhibit to the registration statement are not necessarily complete, and in each instance, reference is made to the copy of that contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by that reference.

Upon completion of the exchange offer, we will become subject to the reporting and information requirements of the Securities Exchange Act of 1934 and, as a result, will file periodic reports and other information with the Commission. Copies of all information filed with the Commission may be obtained from the Commission at its public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. Filings with the Commission are also available to the public from the Commission’s website at www.sec.gov.

Following the consummation of the exchange offer, we will file with the Commission annual reports on Form 10-K, quarterly reports on Form 10-Q and the information, documents and other reports that are required to be filed pursuant to Section 13 or 15(d) of the Exchange Act and make that information available to securities analysts and prospective investors upon request. In the event we cease to be required to file reports pursuant to the Exchange Act, we will nevertheless continue to file the reports with the Commission (unless the Commission will not accept those filings) and make that information available to securities analysts and prospective investors upon request. In addition, at any time on or after November 11, 2002, whether or not required by the rules of the Commission, so long as any notes remain outstanding, we will furnish to the holders of notes copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Further, we have agreed that, at any time after November 11, 2002, for so long as any notes remain outstanding, we will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Written requests for any such reports may be sent to JohnsonDiversey, Inc., 8310 16th Street, P.O. Box 902, Sturtevant, Wisconsin 53177-0902, Attention: General Counsel, (262) 631-4001.

CURRENCY EXCHANGE RATES

The special-purpose combined accounts of the DiverseyLever business were prepared, and are presented, in euros. For purposes of preparing the pro forma income statement data included in this prospectus for the twelve months ended December 28, 2001 and for the three months ended March 29, 2002, we translated the income statement items of the DiverseyLever group, including the Unilever consumer brands business, from euros to U.S. dollars at the monthly weighted average exchange rate for each period presented. For purposes of preparing the pro forma balance sheet data included in this prospectus as of March 29, 2002, we translated the balance sheet items of the DiverseyLever group, including the Unilever consumer brands business, from euros to U.S. dollars at the exchange rate in effect on that date. The exchange rates used to prepare the pro forma income statement and balance sheet information included in this prospectus follow.

	Twelve Months Ended December 28, 2001	Three Months Ended March 29, 2002	As of March 29, 2002
U.S. dollars per euro	.8953	.8764	.8717

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In connection with the Acquisition, we incurred indebtedness denominated in U.S. dollars, euros and Japanese yen. In this prospectus, we present in U.S. dollars information on our indebtedness as of May 3, 2002, immediately after the closing of the Acquisition, as of May 31, 2002 and on a pro forma basis as of December 28, 2001. For purposes of presenting our indebtedness as of December 28, 2001 and as of May 3, 2002, we translated our indebtedness denominated in euros and Japanese yen to U.S. dollars at the exchange rates in effect as of those dates. For purposes of presenting our indebtedness as of May 31, 2002, we translated our indebtedness denominated in euros and Japanese yen to U.S. dollars at the exchange rates in effect on May 24, 2002, which are the exchange rates that we used to prepare our internal financial statements as of May 31, 2002. The exchange rates that we used to present indebtedness as of December 28, 2001, May 3, 2002 and May 31, 2002 in U.S. dollars follow.

	As of December 28, 2001	As of May 3, 2002	As of May 31, 2002
U.S. dollars per euro	.8822	.9173	.9212
U.S. dollars per Japanese yen	.0076	.0078	.0080

The exchange rates that we used to translate euros and Japanese yen to U.S. dollars were based on the noon buying rates in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. On July 23, 2002, the applicable noon buying rates were U.S. $.9933 per 1 euro and U.S. $.0085 per 1 Japanese yen.

MARKET AND INDUSTRY DATA

This prospectus includes market share and industry data that we obtained from internal company surveys, market research, consultant surveys, publicly available information and industry publications and surveys. Industry surveys, publications and consultant surveys generally state that the information contained in the surveys or publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and completeness of that information. We have not independently verified any of the data from third-party sources, and we have not determined the underlying economic assumptions relied upon in those sources. Similarly, internal company surveys and market research, which we believe to be reliable based upon management’s knowledge of the industry, have not been verified by any independent sources. Except where otherwise noted, references to North America include only the continental United States and Canada, and statements as to our position relative to our competitors, as to sales or as to other industry or market data refer to the most recent available data as reported by Kline & Company, Inc., a research consultant.

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PROSPECTUS SUMMARY

This summary highlights information that we believe is important about our business and the exchange offer. As a summary, it is necessarily incomplete and does not contain all of the information that may be important to you. You should carefully read the entire prospectus and the other documents to which this prospectus refers you, including the accompanying Letter of Transmittal. You should also read and consider the information under the caption "Risk Factors" and the financial statements and related notes included in this prospectus.

On May 3, 2002, we acquired the institutional and industrial cleaning and sanitation business of Unilever, which we refer to as the DiverseyLever business, and changed our name from S.C. Johnson Commercial Markets, Inc. to JohnsonDiversey, Inc. In this prospectus, unless otherwise indicated or the context otherwise requires:

· “CMI” refers to S.C. Johnson Commercial Markets, Inc., which is now known as JohnsonDiversey, Inc., and its subsidiaries on a consolidated basis prior to and without giving effect to the Acquisition;

· “We,” “us,” “our” and “JohnsonDiversey” refer to JohnsonDiversey, Inc. and its subsidiaries on a consolidated basis after giving effect to the Acquisition;

· “DiverseyLever” and the “DiverseyLever business” refer to the institutional and industrial cleaning business of Unilever, other than the Unilever consumer brands business, which consists of developing, manufacturing, marketing, distributing and selling Unilever’s consumer brand products in the institutional and industrial markets;

· “Unilever” refers to Unilever PLC, Unilever N.V. and their subsidiaries;

· The “Acquisition” refers to our acquisition on May 3, 2002 of the shares and assets comprising the DiverseyLever business and the entering into of the other agreements described in this prospectus under the caption “The Acquisition”;

· The “Financing” refers to the offering of the outstanding notes, the entering into of the new credit facilities, the issuance by our parent, JohnsonDiversey Holdings, Inc., which was formerly known as Johnson Professional Holdings, Inc., of its senior discount notes, and the application of the proceeds of the offering of the outstanding notes, the senior discount notes and the initial borrowings under the new credit facilities; and

· The “Transactions” refers to the Acquisition and the Financing.

Historically, CMI’s fiscal year ended on the Friday closest to June 30. References in this prospectus to fiscal year 1999 are to CMI’s fiscal year ended July 2, 1999, references to fiscal year 2000 are to CMI’s fiscal year ended June 30, 2000 and references to fiscal year 2001 are to CMI’s fiscal year ended June 29, 2001. In June 2002, we changed our fiscal year end to the Friday closest to December 31. In connection with the change in our fiscal year end, we prepared audited CMI financial statements for the six-month transition period, which began on June 30, 2001 and ended December 28, 2001. Our fiscal year 2002 commenced on December 29, 2001 and will end on January 3, 2003. Those audited CMI financial statements are included in this prospectus. The audited special-purpose combined accounts of the DiverseyLever business included in this prospectus were prepared on a calendar year basis.

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References to net sales of the DiverseyLever business include sales of Unilever’s consumer brand products in the institutional and industrial markets. We did not acquire the Unilever consumer brands business in the Acquisition; however, under a sales agency agreement with Unilever, we sell Unilever’s consumer brand products on an agency basis in most countries where DiverseyLever conducted its business prior to the Acquisition. See “The Acquisition—Related Agreements—Sales Agency Agreement.” For the twelve months ended December 28, 2001, net sales of Unilever’s consumer brand products in the institutional and industrial markets were about $215 million.

Our Business

We are a leading global marketer and manufacturer of cleaning, hygiene and appearance products and related services for the institutional and industrial cleaning and sanitation market. We are also a leading global supplier of environmentally compliant, water-based acrylic polymer resins for the industrial printing and packaging, coatings and adhesives markets. We operate our cleaning, hygiene and appearance products and related services business, which we refer to as our professional business, under the names “JohnsonDiversey,” “Johnson Wax Professional” and “DiverseyLever,” and our polymer business under the name “Johnson Polymer.” At the closing of the Acquisition, we changed our name from S.C. Johnson Commercial Markets, Inc. to JohnsonDiversey, Inc.

We sell our products in more than 120 countries through our direct sales force and third-party distributors. Our sales are balanced geographically. Our three principal markets are Europe, North America and the Asia Pacific region. For the twelve months ended December 28, 2001, Europe represented about 39%, North America represented about 37% and the Asia Pacific region represented about 15% of our net sales. We had net sales of $2.6 billion and earnings before interest, taxes, depreciation and amortization, or EBITDA (as defined), of $280.3 million for the twelve months ended December 28, 2001.

We operate two businesses:

· Professional. We market and manufacture cleaning, hygiene and appearance products and related services for the $18.1 billion institutional and industrial cleaning and sanitation market. Through our professional business, we supply cleaning, hygiene and appearance products, including food service, food processing, floor care, restroom/other housekeeping, laundry and industrial products, to end-users such as food and lodging establishments, food processing facilities, building service contractors, or BSCs, educational institutions, retail outlets, healthcare facilities and industrial plants. In addition, we provide a wide range of value-added services, including safety and application training, safety and hygiene consulting and hygiene auditing. We sell our professional products and related services on a global basis to a broad range of customers in diverse industries, including companies such as ARAMARK Corporation, Coca-Cola, Heineken N.V., Hilton Hotels Corporation, McDonald’s Corporation, Royal Ahold and Wal-Mart Stores, Inc. For the twelve months ended December 28, 2001, our professional business had net sales of about $2.4 billion.

· Polymer. We supply environmentally compliant, water-based acrylic polymer resins to the industrial printing and packaging, coatings and adhesives markets. Polymer resins work within inks, paints and floor coatings to disperse or carry colorants, provide adhesion to the material being coated, protect the surface of the material and provide a glossy finish. We sell these resins on a global basis to customers such as Flint Ink Corporation, INX International Ink Co. and Sun Chemical Corporation. For the twelve months ended December 28, 2001, our polymer business had net sales of $241.4 million, including intercompany sales to our professional business of $20.2 million.

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Recent Developments

We are currently pursuing the possible sale of our pest control products business, conducted through our subsidiary, Whitmire Micro-Gen Research Laboratories, Inc. Whitmire Micro-Gen is a U.S.- based provider of pest control chemicals and related equipment to the professional pest management industry. For fiscal year 2001, Whitmire Micro-Gen’s net sales were $43.7 million and EBITDA was $9.1 million.

On March 14, 2002, our former independent public accountant, Arthur Andersen LLP, was indicted on federal obstruction of justice charges arising from the U.S. government’s investigation of Enron Corp. On June 15, 2002, a jury convicted Arthur Andersen on these charges. For a discussion of risks associated with this development, see “Risk Factors—Risks Relating to Our Business—There may be risks related to our prior use of Arthur Andersen LLP as our independent public accountant.”

On June 24, 2002, we dismissed Arthur Andersen LLP and appointed Ernst & Young LLP as our independent public accountants. See “Experts.”

Our Background

We are a privately held Delaware corporation. Until 1999, we were part of S.C. Johnson & Son, Inc., a leading provider of innovative consumer home cleaning, maintenance and storage products that Samuel Curtis Johnson founded in 1886. In November 1999, CMI was separated from S.C. Johnson & Son in a tax-free spin-off to descendants of Samuel Curtis Johnson and the other stockholders of S.C. Johnson & Son. In connection with the 1999 spin-off, CMI entered into a number of agreements relating to the separation from S.C. Johnson & Son and the ongoing relationship of the two companies after the spin-off. A number of these agreements relate to our ordinary course of business, while others pertain to our historical relationship with S.C. Johnson & Son and CMI’s former status as a wholly owned subsidiary of S.C. Johnson & Son. The material terms of these agreements, amendments to these agreements and other agreements and arrangements entered into since the 1999 spin-off are described under the caption “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son.”

Prior to the closing of the Acquisition, Commercial Markets Holdco, Inc., the company created in connection with the spin-off to hold all of our common stock, owned 100% of Johnson Professional Holdings, Inc., which, in turn, owned all of the outstanding common stock of CMI, except for one share, which was owned by S.C. Johnson & Son.

On May 3, 2002, we acquired the DiverseyLever business from Unilever. DiverseyLever and its predecessors were engaged in the institutional and industrial cleaning and sanitation business for more than 50 years. The DiverseyLever business was created in 1996 through Unilever’s acquisition of the Diversey business from The Molson Companies Ltd. and its combination with Unilever’s institutional and industrial detergents business, Lever Industrial International. DiverseyLever had operations in more than 50 countries, distribution in an additional 70 countries and about 10,700 employees worldwide.

At the closing of the Acquisition, we changed our name to JohnsonDiversey, Inc. and Johnson Professional Holdings, Inc. changed its name to JohnsonDiversey Holdings, Inc. We now have operations in more than 54 countries, distribution in more than 73 other countries and about 14,500 employees worldwide.

Management and Ownership

Commercial Markets Holdco, which is majority owned and controlled, either directly or indirectly, by descendants of Samuel Curtis Johnson, indirectly owns two-thirds of our common equity interests. The descendants of Samuel Curtis Johnson control various other businesses, including: S.C. Johnson & Son; Johnson Outdoors, Inc., a marketer of top-quality outdoor recreational products; and Johnson

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International, Inc., a financial services company. We are led by a fifth generation family member, S. Curtis Johnson III. Unilever owns the remaining one-third of our common equity interests.

Neither S.C. Johnson & Son, Commercial Markets Holdco, JohnsonDiversey Holdings, Unilever nor any other person or entity other than JohnsonDiversey and its subsidiary guarantors has any obligation with respect to the notes. See “Description of the Exchange Notes.”

Our Executive Offices

Our principal executive offices are located at 8310 16th Street, Sturtevant, Wisconsin 53177-0902. Our telephone number is (262) 631-4001.

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THE TRANSACTIONS

On May 3, 2002, we purchased from Unilever the assets and equity interests representing the DiverseyLever business. In addition, with specified exceptions, we and our parent, JohnsonDiversey Holdings, assumed liabilities to the extent relating to, or arising out of, the DiverseyLever business.

At the closing of the Acquisition, Unilever transferred the DiverseyLever business to us. In consideration for the DiverseyLever business, Unilever received:

· a net cash payment of $300,000,000 and €795,635,372;¹

· senior discount notes of JohnsonDiversey Holdings with a principal amount at issuance of about $241 million; and

· a one-third equity interest in JohnsonDiversey Holdings.

The consideration for the DiverseyLever business is subject to adjustment. In July 2002, we and Unilever determined the net debt adjustments to (1) the purchase price for the DiverseyLever business and (2) the subscription price Unilever paid for its one-third equity interest in JohnsonDiversey Holdings. On July 24, 2002, we paid to Unilever about €8.8 million, which approximates $8.7 million at the exchange rate in effect on July 24, 2002 of .9945 euros, representing the net debt adjustment to the purchase price. In addition, we also agreed to pay to Unilever about $11.7 million, representing the net debt adjustment to the subscription price. Under the acquisition agreement, this amount, together with interest from the  closing date, will be paid to Unilever at the time Unilever ceases to hold its equity interest in JohnsonDiversey Holdings. See “The Acquisition—Put and Call Options.” Unilever’s subscription price for its JohnsonDiversey Holdings equity interest and the purchase price for the DiverseyLever business remain subject to further adjustment based on the working capital of the DiverseyLever business and CMI at the closing of the Acquisition. See “The Acquisition—Acquisition Consideration—Post-Closing Adjustments to Consideration.”

¹ At closing, we and JohnsonDiversey Holdings paid to Unilever $479,400,000 and €983,859,968 for the DiverseyLever business, and Unilever paid to JohnsonDiversey Holdings $179,400,000 and €188,224,596 for a one-third equity interest in JohnsonDiversey Holdings. This resulted in a net cash payment to Unilever at closing of $300,000,000 and €795,635,372.

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In the Acquisition, we acquired the DiverseyLever business, but did not acquire the Unilever consumer brands business. Unilever’s consumer brand products are branded with specified Unilever consumer brands, but have been sold directly or indirectly by DiverseyLever to institutional and industrial end-users. Examples include Persil fabric detergent, Comfort fabric softener and Surf fabric detergent. In connection with the Acquisition, we entered into a sales agency agreement with Unilever described under the caption “The Acquisition—Related Agreements—Sales Agency Agreement.”

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On May 3, 2002, we issued the outstanding notes and entered into new senior secured credit facilities of $1.2 billion. We used the proceeds from the sale of the notes and borrowings under the new credit facilities, together with other available funds, to finance the cash portion of the purchase price for the DiverseyLever business and related fees and expenses, and to refinance existing CMI indebtedness, including CMI’s existing credit facilities. See “Use of Proceeds” and “Description of Other Indebtedness.”

The following table shows the sources and uses of funds in connection with the Acquisition (dollar equivalent in millions).

Sources
New senior secured credit facilities
Revolving credit facilities (a)	$	31
Term loan A (b)		220
Term loan B (c)		654
Term loan C (b)		30
The outstanding notes (d)		506
Senior discount notes (e)		241
Stockholder equity investment (f)		25
Total Sources	$	1,707
Uses
Refinance existing CMI indebtedness (g)	$	387
Purchase price for DiverseyLever business
Cash payment to seller (h)		1,014
Senior discount notes (e)		241
Transaction expenses		65
Total Uses	$	1,707

(a) The revolving credit facilities provide for aggregate borrowings of up to $300 million. No amounts were borrowed under the revolving credit facilities at the closing of the Transactions. In connection with the Acquisition, we borrowed ¥3,940,000,000 under the revolving credit facilities, which approximates $31 million at the exchange rate in effect on May 7, 2002, the date of the borrowing. Immediately after the borrowing, $269 million remained available under the revolving credit facilities, subject to compliance with the financial covenants set forth in the new credit facilities. For more information, see “Description of Other Indebtedness—New Credit Facilities.”

(b) The borrowings under term loans A and C were in U.S. dollars.

(c) $450,000,000 and €221,878,000 were borrowed on May 3, 2002 under term loan B. These borrowings, at the exchange rate in effect on the date of the borrowings, approximate $654 million.

(d) The aggregate offering price of the outstanding notes, at the exchange rate prevailing on May 3, 2002, approximates $506 million.

(e) The senior discount notes were issued by JohnsonDiversey Holdings.

(f) Cash contribution from Commercial Markets Holdco.

(g) The weighted average interest rate of our existing senior indebtedness for the twelve months ended March 29, 2002 was 4.04% per annum. Indebtedness incurred during that period was used for general corporate purposes.

(h) At closing, JohnsonDiversey Holdings and CMI paid to Unilever $479,400,000 and €983,859,968 for the DiverseyLever business, and Unilever paid to JohnsonDiversey Holdings $179,400,000 and €188,224,596 for a one-third equity interest in JohnsonDiversey Holdings. This resulted in a net cash payment to Unilever at closing of $300,000,000 and €795,635,372. We funded the euro payment to Unilever with (1) the proceeds of forward euro contracts that we entered into in anticipation of the closing, (2) the euro borrowings under term loan B and (3) the euro proceeds of the outstanding notes. The net cash payment, at the exchange rate prevailing on May 3, 2002, and taking into account the impact of the forward euro contracts that we entered into in anticipation of the closing, approximates $1.014 billion.

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THE EXCHANGE OFFER

Purpose and Effect We sold $300,000,000 9.625% senior subordinated notes due 2012, series A, referred to in this prospectus as the “outstanding dollar notes,” and €225,000,000 9.625% senior subordinated notes due 2012, series A, referred to in this prospectus as the “outstanding euro notes,” on May 3, 2002. We refer collectively in this prospectus to the outstanding dollar notes and the outstanding euro notes as the ‘‘outstanding notes.’’ We sold the outstanding notes on May 3, 2002 to Goldman, Sachs & Co., Goldman Sachs International, Salomon Smith Barney, Schroder Salomon Smith Barney, Banc One Capital Markets, Inc., Banc One Capital Markets Limited, ABN AMRO Incorporated, ABN AMRO Bank N.V. and The Royal Bank of Scotland, to whom we refer collectively in this prospectus as the ‘‘initial purchasers.’’ Simultaneously with that sale, we signed exchange and registration rights agreements with the initial purchasers which require us to conduct this exchange offer.

You have the right under the exchange and registration rights agreements to exchange your outstanding notes for exchange notes with substantially identical terms. This exchange offer is intended to satisfy that right. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding notes.

The Exchange Offer We are offering to exchange $1,000 principal amount of $300,000,000 9.625% senior subordinated notes due 2012, series B, which have been registered under the Securities Act and which we refer to in this prospectus as the ‘‘exchange dollar notes,’’ for each $1,000 principal amount of outstanding dollar notes. We are offering to exchange €1,000 principal amount of €225,000,000 9.625% senior subordinated notes due 2012, series B, which have been registered under the Securities Act and which we refer to in this prospectus as the ‘‘exchange euro notes,’’ for each €1,000 principal amount of outstanding euro notes. We refer collectively in this prospectus to the exchange dollar notes and the exchange euro notes as the ‘‘exchange notes’’ and collectively to the outstanding notes and the exchange notes as the “notes.” The exchange notes and the outstanding notes are identical in all material respects, except that the exchange notes will not contain transfer restrictions or registration rights that apply to the outstanding notes, and the exchange notes will not contain provisions relating to the payment of special interest to the holders of the outstanding notes in specified circumstances relating to the timing of the exchange offer.

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	To exchange your outstanding notes, you must properly tender them before the exchange offer expires. We will exchange all outstanding notes that are validly tendered and not withdrawn. We will issue the exchange notes promptly after the exchange offer expires.
	You may tender your outstanding dollar notes for exchange in whole or in part in integral multiples of $1,000 principal amount. You may tender your outstanding euro notes for exchange in whole or in part in integral multiples of €1,000 principal amount.
	For a description of the procedures for tendering outstanding notes, see ‘‘The Exchange Offer—Procedures for Tendering Outstanding Notes.’’
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on         , 2002 unless extended by us, in which case the expiration date will be the latest date and time to which the exchange offer is extended.
Consequences of Failure to Exchange Your Outstanding Notes	If you do not exchange your outstanding notes for exchange notes in the exchange offer, your outstanding notes will continue to be subject to the restrictions on transfer provided in the outstanding notes and the indentures governing the notes. In general, the outstanding notes, unless registered under the Securities Act, may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the outstanding notes under the Securities Act.
Conditions to the Exchange Offer	The exchange offer is subject to specified conditions, including that the exchange offer not violate any law or applicable interpretation of any law by the staff of the Securities and Exchange Commission. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. See ‘‘The Exchange Offer—Conditions to the Exchange Offer.’’
	We reserve the right, in our sole and absolute discretion, subject to applicable law, at any time and from time to time:
	·     to delay the acceptance of the outstanding notes;
	·     to terminate the exchange offer if specified conditions        have not been satisfied;
	·     to extend the expiration date of the exchange offer and        retain all tendered outstanding notes, subject, however,        to the right of tendering holders to withdraw their tender        of outstanding notes; and
	·     to waive any condition or otherwise amend the terms of        the exchange offer in any respect.

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See ‘‘The Exchange Offer—Expiration Date; Extensions; Amendments.’’

Procedures for Tendering Outstanding Notes If you wish to tender your outstanding notes for exchange, you must:

· complete and sign the accompanying Letter of Transmittal in accordance with the instructions contained in the Letter of Transmittal; and

· forward the Letter of Transmittal by mail or hand delivery, together with any other required documents, to the appropriate exchange agent, either with the outstanding notes that you tender or in compliance with the specified procedures for guaranteed delivery of your outstanding notes.

Some brokers, dealers, commercial banks, trust companies and other nominees may also effect tenders by book-entry transfer.

Please do not send your Letter of Transmittal or certificates representing your outstanding notes to us. You should send those documents only to the appropriate exchange agent. You should direct any information requests or questions regarding how to tender your outstanding notes to the appropriate exchange agent.

Special Procedures for Beneficial Owners If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact that person promptly if you wish to tender your outstanding notes in the exchange offer.

Withdrawal Rights You may withdraw the tender of your outstanding notes at any time before the expiration date by delivering a written notice of your withdrawal to the appropriate exchange agent according to the withdrawal procedures described under the caption ‘‘The Exchange Offer—Withdrawal Rights.’’

Resales of Exchange Notes We believe that you will be able to offer for resale, resell or otherwise transfer exchange notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are:

· acquiring the exchange notes in the ordinary course of your business;

· not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes;

· not an “affiliate” of us within the meaning of Rule 405 under the Securities Act; and

· not a broker-dealer that acquired the outstanding notes directly from us.

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Our belief is based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties unrelated to us. The staff of the Commission has not considered this exchange offer in the context of a no-action letter. We cannot assure you that the staff of the Commission would make a similar determination with respect to this exchange offer.

If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from those requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, liability of this type.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by that broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See ‘‘Plan of Distribution’’ in this prospectus.

Exchange Agents BNY Midwest Trust Company is serving as exchange agent for the exchange offer for the dollar notes, and The Bank of New York is serving as exchange agent for the exchange offer for the euro notes. We refer to BNY Midwest Trust Company in this prospectus as the ‘‘dollar note exchange agent” and to The Bank of New York as the “euro note exchange agent.” The address, telephone number and facsimile number of each exchange agent are set forth under the caption ‘‘The Exchange Offer—Exchange Agents” and in the appropriate Letter of Transmittal.

Use of Proceeds We will not receive any cash proceeds from the issuance of the exchange notes offered by this prospectus.

United States Federal Income Tax Consequences Your acceptance of the exchange offer and the related exchange of your outstanding notes for exchange notes will not be a taxable exchange for United States federal income tax purposes. You will not recognize any gain or loss as a result of the exchange. See “Certain United States Federal Income Tax Considerations.”

Appraisal or Dissenters’ Rights You have no appraisal or dissenters’ rights in connection with the exchange offer.

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The Exchange Notes

The terms of the exchange notes and the outstanding notes are identical in all material respects, except:

· the exchange notes will have been registered under the Securities Act;

· the exchange notes will not contain transfer restrictions or registration rights that apply to the outstanding notes; and

· the exchange notes will not contain provisions relating to the payment of special interest to the holders of the outstanding notes in specified circumstances related to the timing of the exchange offer.

The following is a brief description of the material terms of the notes:

Issuer JohnsonDiversey, Inc.

Principal Amounts and Designation $300 million aggregate principal amount of 9.625% senior subordinated notes due 2012 and €225 million aggregate principal amount of 9.625% senior subordinated notes due 2012.

Maturity May 15, 2012.

Interest Payment Dates May 15 and November 15, commencing on November 15, 2002.

Guarantors The notes are guaranteed by each of our current and future domestic restricted subsidiaries that guarantee our obligations under the new credit facilities and by Johnson Diversey Cayman, Inc., a Cayman Islands subsidiary. If we cannot make payments on the notes when they are due, the guarantors must make them instead. Not all of our subsidiaries will guarantee the notes.

Ranking The notes and the subsidiary guarantees are senior subordinated debt. They rank behind all of our and our subsidiary guarantors’ current and future indebtedness, except indebtedness that expressly provides that it is not senior to the notes and the subsidiary guarantees. The notes rank equally with all of our and our subsidiary guarantors’ future senior subordinated indebtedness. The notes are effectively subordinated to all existing and future liabilities and debt of subsidiaries that do not guarantee the notes. Assuming we had closed the Transactions on March 29, 2002, we estimate that the notes would have been subordinated on that date to $680.2 million of debt and other liabilities of our non-guarantor subsidiaries. See “Description of the Exchange Notes—Brief Description of the Notes and the Guarantees—The Guarantees.”

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Optional Redemption We may redeem the notes, in whole or in part, at any time beginning on May 15, 2007 at the redemption prices listed under the caption “Description of the Exchange Notes—Optional Redemption.”

In addition, before May 15, 2005, we may redeem up to 35% of the dollar notes issued under the indenture for the dollar notes and up to 35% of the euro notes issued under the indenture for the euro notes with the proceeds of one or more equity offerings by us at the redemption prices listed under the caption “Description of the Exchange Notes—Optional Redemption.”

Offer to Repurchase If we sell assets under some circumstances, or undergo a change of control, we must offer to repurchase the notes at the prices listed under the caption “Description of the Exchange Notes—Repurchase at the Option of Holders.”

Basic Covenants The indentures governing the notes contain covenants that, among other things, limit our ability and the ability of any of our restricted subsidiaries to:

·     borrow money or issue preferred stock;

·     pay dividends on stock or redeem or repurchase stock;

·     make investments;

·     enter into sale and leaseback transactions;

·     create liens;

·     agree to payment restrictions affecting our restricted        subsidiaries;

·     sell or lease assets;

·     merge or consolidate;

·     enter into transactions with our affiliates; and

·     designate our subsidiaries as unrestricted subsidiaries.

These covenants are subject to important exceptions and qualifications, which are described under the caption “Description of the Exchange Notes—Repurchase at the Option of Holders” and “—Certain Covenants.”

Listing The outstanding notes are listed on the Luxembourg Stock Exchange. Application has been made to list the exchange notes on the Luxembourg Stock Exchange.

Use of Proceeds We will not receive any proceeds from the exchange offer. We used the net proceeds from the sale of the outstanding notes, together with other funds, to finance a portion of the cash purchase price for the DiverseyLever business, to refinance CMI indebtedness and to pay related fees and expenses.

Risk Factors

For a description of some of the risks you should consider before buying the notes, see “Risk Factors” beginning on page 17.

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SUMMARY UNAUDITED PRO FORMA AND HISTORICAL CONDENSED COMBINED FINANCIAL DATA

We prepared the following unaudited pro forma and historical condensed combined financial data by applying pro forma adjustments to the historical consolidated financial statements of CMI.

The unaudited pro forma condensed combined statement of income data for the twelve months ended December 28, 2001 and for the three months ended March 29, 2002 give effect to the Transactions as if they had occurred at the beginning of each period presented. The unaudited pro forma condensed combined balance sheet data as of March 29, 2002 give effect to the Transactions as if they had occurred on March 29, 2002. At the closing of the Acquisition, Unilever delivered to us assets, including equity interests, representing over 99% of the adjusted EBITDA of the DiverseyLever business for the twelve months ended June 30, 2001, as calculated in accordance with the acquisition agreement, and we paid Unilever 100% of the consideration for the DiverseyLever business. We are entitled to a purchase price adjustment if Unilever does not ultimately transfer the remaining assets and/or equity interests to us. The pro forma financial data assume that all of the assets of the DiverseyLever business were transferred to us at the closing of the Acquisition. See “The Acquisition—Acquisition Consideration—Post-Closing Adjustments to Consideration.”

The unaudited pro forma and historical condensed combined financial data are for informational purposes only. The pro forma financial data are not necessarily indicative of what our financial position or results of operations would have been if the Transactions had actually occurred on the assumed dates and is not necessarily indicative of our future financial position or results of operations.

We used purchase accounting in accordance with Statements of Financial Accounting Standards No. 141 to account for the Acquisition. Purchase accounting requires us to allocate the total purchase price to the tangible and intangible assets acquired and the liabilities assumed based upon their respective fair values as of the purchase date. We have made a preliminary allocation of the aggregate purchase price stated in the acquisition agreement, without giving effect to possible adjustments provided for in the acquisition agreement, in the following unaudited pro forma condensed combined financial data. The preliminary allocation is based upon estimates that we believe are reasonable and is subject to revision as additional information becomes available. Subsequent adjustments to the purchase price and subsequent revisions to the preliminary purchase price allocation may have a significant impact on our results of operations and financial condition.

You should read the following summary unaudited pro forma and historical condensed combined financial data in conjunction with the information included in this prospectus under the captions “Use of Proceeds,” “Capitalization,” “Unaudited Pro Forma and Historical Condensed Combined Financial Data, “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and with the historical consolidated financial statements of CMI and related notes, and the special-purpose combined accounts of the DiverseyLever group and related notes, each included elsewhere in this prospectus. See “Index to Financial Statements.”

We derived the following historical balance sheet data from the unaudited consolidated balance sheet of CMI as of March 29, 2002. That balance sheet is included elsewhere in this prospectus. See “Index to Financial Statements.”

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Summary Unaudited Pro Forma and Historical Condensed Combined Financial Data

(dollars in thousands)

	Pro Forma
	Twelve Months Ended December 28, 2001		Three Months Ended March 29, 2002
Statement of Income Data:
Net sales	$	2,565,644	$	593,779
Gross profit		1,412,686		325,335
Depreciation and amortization		126,470		26,914
Operating expenses		1,266,305		301,268
Operating profit		146,381		24,067
Interest expense, net		111,404		31,921
Provision for (benefit of) income taxes		20,021		(5,637	)
Net income (loss)		21,070		(3,868	)
Other Financial Data:
EBITDA (1)	$	280,337	$	49,603
Cash interest expense (2)		108,618		30,846

	As of March 29, 2002
	CMI Historical		Pro Forma
Balance Sheet Data:
Cash and cash equivalents	$	11,649	$	24,200
Working capital (3)		139,160		446,460
Total assets		932,335		3,010,606
Total debt (4)		370,116		1,427,272
Total combined equity		207,781		816,996

(1) EBITDA represents net income before minority interests, plus the provision for income taxes, net interest expense, depreciation expense and amortization expense. You should not consider EBITDA as an alternative to (a) operating profit (loss) or net income (loss) as a measure of our operating performance or (b) cash flow provided by operating, investing and financing activities, as determined in accordance with generally accepted accounting principles, as a measure of our ability to meet cash needs. We believe that EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods, particularly when acquisitions are involved, or non–operating factors, such as historical cost. Accordingly, this information has been disclosed in this prospectus to permit a more comprehensive analysis of our operating performance relative to other companies and of our debt servicing ability. Because all companies do not calculate EBITDA identically, our presentation of EBITDA may not be comparable to similarly titled measures of other companies.

(2) Cash interest expense is total interest expense less non-cash amortization of deferred financing fees.

(3) Working capital is accounts receivable, net, plus inventories less accounts payable.

(4) Total debt is short-term and long-term debt. CMI total debt excludes capital lease obligations of about $0.6 million. Pro forma total debt excludes CMI capital lease obligations of about $0.6 million and DiverseyLever capital lease obligations of about $17.4 million, including about $8.0

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million of DiverseyLever capital lease obligations under two sale-leaseback arrangements for which Unilever is obligated to reimburse us under the acquisition agreement, and about $9.4 million of DiverseyLever capital lease obligations that will be included in the determination of post-closing adjustments to the purchase price of the Acquisition. See “The Acquisition—Acquisition Consideration—Post-Closing Adjustments to Consideration.’’

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information included in this prospectus in evaluating our company and our business before tendering your outstanding notes for exchange notes. The risks described below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows. In that case, you may lose all or part of your investment in the notes.

Risks Relating to the Notes

Our substantial indebtedness may adversely affect our financial health and prevent us from making payments on the notes.

As a result of the Transactions, we have substantial indebtedness. As of May 31, 2002, we had total indebtedness of about $1.5 billion, consisting of $507 million of notes, $936 million of borrowings under the new credit facilities, $13 million of indebtedness under foreign lines of credit and $8 million outstanding under a promissory note payable to Commercial Markets Holdco.

Our substantial indebtedness may have important consequences to you. For example, it may:

· make it more difficult for us to make payments on the notes;

· increase our vulnerability to general economic and industry conditions, including recessions;

· require us to use a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing our ability to fund working capital, capital expenditures, research and development efforts and other expenses;

· limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;

· place us at a competitive disadvantage compared to competitors that have less indebtedness; and

· limit our ability to borrow additional funds that may be needed to operate and expand our business.

In addition, the indentures for the notes, the indenture for the senior discount notes of JohnsonDiversey Holdings and our new credit facilities contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

Despite our indebtedness levels, we and our subsidiaries may be able to incur substantially more indebtedness which may increase the risks created by our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures for the notes do not fully prohibit us or our subsidiaries from doing so. If we or any of our subsidiaries incur additional indebtedness, the related risks that we and they now face may intensify. See “Description of Other Indebtedness—New Credit Facilities” and “Description of the Exchange Notes—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

As of May 31, 2002, we had $32 million of indebtedness outstanding under our new revolving credit facilities and the ability to incur an additional $268 million of indebtedness under those revolving facilities, subject to compliance with the financial covenants set forth in the facilities. Indebtedness under the revolving credit facilities ranks senior to the notes and the subsidiary guarantees.

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We require a significant amount of cash to service our indebtedness.

Our ability to make payments on our indebtedness, including the notes, and to fund planned capital expenditures, research and development efforts and other corporate expenses depend on our future operating performance and on economic, financial, competitive, legislative, regulatory and other factors. Many of these factors are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other needs. In order to repay our indebtedness and fund our planned capital expenditures, we must successfully implement our business strategy. If we are unable to do so, we may need to reduce or delay our planned capital expenditures or refinance all or a portion of our indebtedness, including the notes, on or before maturity. Any delay in our planned capital expenditures may materially and adversely affect our future revenue prospects. In addition, we cannot assure you that we will be able to refinance any of our indebtedness, including the notes and the new credit facilities, on commercially reasonable terms or at all.

The indentures for the notes, the indenture for the senior discount notes of JohnsonDiversey Holdings, our new credit facilities and the stockholders’ agreement among Commercial Markets Holdco, JohnsonDiversey Holdings and Unilever restrict our ability and the ability of most of our subsidiaries to engage in some business and financial transactions.

Indentures for the notes. The indentures for the notes restrict our ability and the ability of our restricted subsidiaries to, among other things:

· incur additional indebtedness;

· pay dividends on, redeem or repurchase capital stock;

· issue or allow any person to own preferred stock of restricted subsidiaries;

· in the case of non-guarantor subsidiaries, guarantee indebtedness without also guaranteeing the notes;

· in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with respect to us;

· make investments;

· incur or permit to exist liens;

· enter into transactions with affiliates;

· merge, consolidate or amalgamate with another company; and

· transfer or sell assets.

See “Description of the Exchange Notes—Certain Covenants.”

Indenture for the senior discount notes of JohnsonDiversey Holdings. We and all of our subsidiaries that are restricted subsidiaries under the indentures for the notes are restricted

subsidiaries of JohnsonDiversey Holdings under the indenture for the senior discount notes of JohnsonDiversey Holdings. The indenture for the senior discount notes of JohnsonDiversey Holdings generally contains the same covenants as contained in the indentures for the notes, except for those differences described in this prospectus under the caption “The Acquisition—Acquisition Consideration—Initial Acquisition Consideration.” None of the covenants in the indenture for the senior discount notes is more restrictive with respect to us or any of our restricted subsidiaries than the covenants in the indentures for the notes.

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The senior discount notes are direct obligations of JohnsonDiversey Holdings. Neither we nor any of our subsidiaries has any obligation to make funds available for payment on the senior discount notes.

New credit facilities. The new credit facilities contain a number of covenants that:

· require us to meet specified financial ratios and financial tests;

· limit our capital expenditures;

· restrict our ability to declare dividends;

· restrict our ability to redeem and repurchase capital stock;

· limit our ability to incur additional liens;

· limit our ability to engage in sale-leaseback transactions; and

· limit our ability to incur additional indebtedness and make investments.

The new credit facilities also contain other covenants customary for senior, secured credit facilities of this nature. See “Description of Other Indebtedness—New Credit Facilities.” Our ability to borrow under our new credit facilities depends upon satisfaction of these covenants. Events beyond our control can affect our ability to meet these covenants.

Stockholders’ Agreement. Under the stockholders’ agreement among Commercial Markets Holdco, JohnsonDiversey Holdings and Unilever, Unilever must approve specified transactions and actions by JohnsonDiversey Holdings and its subsidiaries, including us. Among the transactions and actions requiring Unilever’s approval are expenditures in excess of $50 million, future borrowings, investments in new ventures, exiting specified lines of businesses, specified acquisitions and divestitures and the issuance of additional capital stock. See “—Risks Relating to Our Business—Some decisions affecting our business require approval of Unilever” and “The Acquisition—Related Agreements—Stockholders’ Agreement.”

Our failure to comply with obligations under the indentures for the notes, the indenture for the senior discount notes of JohnsonDiversey Holdings or the new credit facilities may result in an event of default under those indentures or the new credit facilities. A default, if not cured or waived, may permit acceleration of our indebtedness. We cannot be certain that we will have funds available to remedy any default. If our indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the accelerated indebtedness on terms favorable to us or at all.

Your right to receive payments on the notes and the guarantees of the notes are junior to our and the subsidiary guarantors’ other indebtedness and possibly all of our and their future borrowings.

The notes and the subsidiary guarantees rank behind all of our and the subsidiary guarantors’ existing indebtedness and all of our and their future indebtedness, except any future indebtedness that expressly provides that it ranks equal with, or is subordinated in right of payment to, the notes and the guarantees. As a result, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our and the guarantors’ senior indebtedness and other indebtedness, will be entitled to be paid in full and in cash before any payment may be made with respect to the notes or the subsidiary guarantees.

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In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior indebtedness and may be blocked for up to 179 of 360 consecutive days in the event of specified non-payment defaults on senior indebtedness.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or any guarantor, holders of the notes will participate with trade creditors and all holders of our and the guarantors’ subordinated indebtedness in the assets remaining after we and the subsidiary guarantors have paid all of our and their senior indebtedness. However, because the indentures for the notes require that amounts otherwise payable to holders of the notes in a bankruptcy, liquidation or reorganization or similar proceeding be paid to holders of senior indebtedness instead, until those holders have been paid in full and because holders of trade payables are not subject to this requirement, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, we and the subsidiary guarantors may not have sufficient funds available to pay all of our creditors, and holders of notes may receive less, ratably, than the holders of our senior indebtedness.

As of May 31, 2002, the notes and the subsidiary guarantees were subordinated to $944 million of senior indebtedness, consisting of $936 million of borrowings under the new credit facilities and $8 million outstanding under a promissory note payable to Commercial Markets Holdco. In addition, $268 million was available for future borrowings as additional senior indebtedness under our new credit facilities, $45.7 million of borrowings were outstanding under our securitization facility and $13 million of indebtedness were outstanding under foreign lines of credit. We are permitted to incur substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indentures for the notes, the indenture for the senior discount notes of JohnsonDiversey Holdings and the new credit facilities.

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the notes.

Although much of our business is conducted through our subsidiaries, none of our subsidiaries, other than our subsidiary guarantors under their guarantees, is obligated to make funds available for payment on the notes. Our ability to make payments on the notes is dependent, at least in part, on the earnings and the distribution of funds from our subsidiaries. Furthermore, under the terms of the indentures for the notes, the indenture for the senior discount notes of JohnsonDiversey Holdings and the new credit facilities, our subsidiaries are permitted to incur additional indebtedness that may restrict or prohibit distributions, dividends or loans from those subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on the notes when due. See “Description of Other Indebtedness.”

A declaration of bankruptcy, liquidation or reorganization by any of our non-guarantor subsidiaries may adversely affect your right to receive payment on the notes.

None of our existing or future foreign subsidiaries other than Johnson Diversey Cayman, Inc., a subsidiary guarantor organized under the laws of the Cayman Islands, will guarantee the notes. Also, those of our domestic subsidiaries that are not guarantors under our new credit facilities do not guarantee the notes. See “Description of the Exchange Notes—Brief Description of the Notes and the Guarantees—The Guarantees.” In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of that subsidiary before any assets are or could be made available for distribution to us.

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The notes are effectively subordinated to all existing and future liabilities and indebtedness of our non-guarantor subsidiaries. Assuming we had closed the Transactions on March 29, 2002, we estimate that the notes would have been subordinated on that date to $680.2 million of indebtedness and other liabilities of our non-guarantor subsidiaries. CMI’s non-guarantor subsidiaries generated 48.5% of its net sales for the twelve months ended December 28, 2001 and held 48.8% of its assets as of December 28, 2001.

In addition, about two-thirds of the combined net sales of CMI and the DiverseyLever business (including the Unilever consumer brands business) for the twelve months ended December 28, 2001 were derived from sales outside the United States. Assuming that the Transactions occurred at the beginning of that period, we believe that these non-U.S. sales generally would have been generated by non-guarantor subsidiaries.

We may not be able to repurchase the notes upon a change of control.

Upon the occurrence of change of control events specified in the indentures for the notes, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the date of repurchase. It is possible, however, that we will not have sufficient funds available at the time of the change of control to make the required repurchase of notes. Furthermore, restrictions in our new credit facilities will not allow those repurchases unless we have repaid the indebtedness under the new credit facilities or received the requisite consent of our banks. In addition, some important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indentures for the notes. See “Description of the Exchange Notes—Repurchase at the Option of Holders.”

Federal and state statutes allow courts, in specific circumstances, to void guarantees and require holders of notes to return payments received from guarantors.

Under the United States federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a guarantee may be voided, or claims in respect of a guarantee may be subordinated to all other indebtedness of a guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

· intended to hinder, delay or defraud any present or future creditor or received less than reasonably equivalent value or fair consideration for the incurrence of that guarantee;

· was insolvent or rendered insolvent by reason of the incurrence;

· was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

· intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

In addition, any payment by a guarantor under a guarantee may be voided and required to be returned to the guarantor or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, a guarantor would be considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

· if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.

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On the basis of historical financial information, recent operating history and other factors, we believe that each subsidiary guarantor incurred its subsidiary guarantees for proper purposes and in good faith, was not insolvent at the time of or rendered insolvent as a result of entering into the subsidiary guarantees of the notes, does not have unreasonably small capital for the business in which it is engaged and has not incurred debts beyond its ability to pay those debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

You may have difficulty selling the outstanding notes that you do not exchange.

If you do not exchange your outstanding notes for the exchange notes offered in this exchange offer, your outstanding notes will continue to be subject to significant restrictions on transfer. Those transfer restrictions are described in the indentures governing the notes and arose because we originally issued the outstanding notes under exemptions from the registration requirements of the Securities Act.

In general, you may offer or sell your outstanding notes only if they are registered under the Securities Act and applicable state securities laws, or if they are offered and sold under an exemption from those requirements. We did not register the outstanding notes, and we do not intend to do so following the exchange offer. If you do not exchange your outstanding notes, you will lose your right to have your outstanding notes registered under the Securities Act. As a result, if you hold outstanding notes after the exchange offer, your ability to sell those notes will be significantly limited.

If a large number of outstanding notes are exchanged for notes issued in the exchange offer, it may be more difficult for you to sell your unexchanged notes.

If an active trading market does not develop for the notes, you may not be able to resell them.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities for which no established trading market exists.

Although the notes are eligible for trading in PORTAL^SM and the outstanding notes are, and we expect that the exchange notes will be, eligible for trading on the Luxembourg Stock Exchange, we cannot assure you that an active trading market will develop for the notes. Further, we cannot assure you as to:

· the liquidity of any trading market that may develop;

· the ability of holders to sell their exchange notes; or

· the price at which holders would be able to sell their exchange notes.

If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

We understand that the initial purchasers intend to make a market in the notes. However, they are not obligated to do so, and their market-making activity may be discontinued at any time without notice. In addition, any market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement.

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If you participate in the exchange offer for the purpose of participating in a distribution of the exchange notes or are an “affiliate” of JohnsonDiversey, you may still be subject to various transfer restrictions.

If you exchange your outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed an underwriter under the Securities Act. If so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. Also, “affiliates” of JohnsonDiversey may sell exchange notes only in compliance with the provisions of Rule 144 under the Securities Act or another available exemption.

Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your outstanding notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.

We will not accept your outstanding notes for exchange if you do not follow the exchange offer procedures. You will receive exchange notes in exchange for your outstanding notes only if, before the expiration date, you deliver all of the following to the applicable exchange agent:

· certificates for the outstanding notes or a book-entry confirmation of a book-entry transfer of the outstanding notes into the exchange agent’s account at The Depository Trust Company, Euroclear Bank S.A./N.V. or Cedelbank, as applicable;

· the applicable Letter of Transmittal, properly completed and duly executed by you, together with any required signature guarantees; and

· any other documents required by the Letter of Transmittal.

You should allow sufficient time to ensure that the applicable exchange agent receives all required documents before the exchange offer expires. Neither we nor the applicable exchange agent has any duty to inform you of defects or irregularities with respect to the tender of your outstanding notes for exchange.

Sales of the senior discount notes of JohnsonDiversey Holdings or the perception that these sales could occur may depress the price of the notes.

In connection with the Acquisition, our parent, JohnsonDiversey Holdings, issued its senior discount notes to Unilever in the original principal amount of about $241 million. JohnsonDiversey Holdings also entered into a registration rights agreement with Unilever covering those senior discount notes. Under the senior discount notes registration rights agreement, at any time after August 1, 2002, Unilever may request that JohnsonDiversey Holdings use its reasonable best efforts to register the senior discount notes under the Securities Act or otherwise assist Unilever in a private sale of senior discount notes. See “The Acquisition—Acquisition Consideration—Initial Acquisition Consideration” and “—Related Agreements—Senior Discount Notes Registration Rights Agreement.” Subsequent sales of senior discount notes may adversely affect prevailing market prices of the notes. The perception that these sales may occur could also have the same result.

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Risks Relating to Our Business

If we are unable to combine the DiverseyLever business successfully with our business, we may incur unanticipated costs, our operations may be disrupted and our ability to make payments on the notes may be impaired.

Our acquisition of the DiverseyLever business more than doubled the size of our net sales and substantially increased the scope and complexity of our operations. Our ability to combine the DiverseyLever business with our business and effectively manage a combined business that is significantly larger and more complex will determine, to a significant extent, the future success of our business, and our ability to pay principal and interest on the notes. In addition, our integration strategies are subject to numerous conditions beyond our control, including the possibility of adverse general and regional economic conditions, general negative industry trends and competition. Other risks we face in connection with the integration of the DiverseyLever business include:

· our inability to realize anticipated synergies, economies of scale or other value;

· diversion of our management’s attention from the operation of our ongoing business;

· difficulties in coordinating management of operations at acquired sites and establishing new informational, operational and financial systems required to meet the needs of our business;

· delays in implementing consolidation plans;

· unanticipated legal liabilities; and

· our inability to integrate employees of the DiverseyLever business into our company successfully, to retain key employees, or to consolidate our workforce effectively or on a timely basis.

To benefit fully from the acquisition of the DiverseyLever business, we need to combine DiverseyLever’s and CMI’s administrative functions and implement new or modified operational, financial and management systems and controls. If we are unable to integrate the businesses effectively and within our expected time frame, our business, financial condition, results of operations and cash flows may be materially adversely affected, and our ability to make payments on the notes may be impaired.

We may not realize anticipated synergies, benefit from anticipated business opportunities or experience anticipated growth from the acquisition of the DiverseyLever business.

We expect that the acquisition of the DiverseyLever business will result in various synergies, business opportunities and growth. Our ability to realize these synergies, benefit from these opportunities and grow our business is dependent on business conditions in future periods that we cannot predict or measure with certainty. We may never realize these expected synergies, benefit from these business opportunities or experience growth. Our assumptions underlying estimates of expected cost savings and anticipated synergies may be inaccurate, and future business conditions and events may reduce or eliminate our ability to realize them. In addition, we may experience increased competition that limits our ability to grow our business. General industry and business conditions may deteriorate, which also may limit our ability to grow our business or to exploit business opportunities. Finally, our growth and operating strategies for the combined businesses may not be successful or the costs of integration may be higher than expected. The inability to realize anticipated synergies, benefit from business opportunities or experience growth from the Acquisition may materially adversely affect our business, financial condition, results of operations and cash flows and impair our ability to make payments on the notes.

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We may not realize the anticipated cost savings from our restructuring initiatives.

We anticipate significant cost savings as a result of our recent restructuring initiatives. These restructuring initiatives include a plan to decrease our operating costs by reducing excess capacity, rationalizing our supply chain, sales and administration activities and standardizing our product lines. We have closed seven manufacturing plants as of June 2002 and have identified an additional fifteen plants that we plan to close within the next three years. Furthermore, we have initiated a stock keeping unit, or SKU, rationalization program designed to reduce the number of SKUs in our product offerings.

DiverseyLever initiated the restructuring plans, and we have based our anticipated cost savings upon the results of DiverseyLever’s restructuring to the date of the Acquisition. We may not realize the same levels of cost savings from the continuation of the restructuring initiatives or any expansion of those initiatives to our combined business. Further, our assumptions underlying estimates of anticipated cost savings from these initiatives may be inaccurate, and future business conditions and events may impede our ability to complete our restructuring initiatives. If we are unable to complete these initiatives in a timely manner or if we do not realize the anticipated cost savings, our business, financial condition, results of operations and cash flows may be materially adversely affected, and our ability to make payments on the notes may be impaired.

We face significant competition and will face more competition in the future.

The worldwide market for our products is highly competitive. Our principal competitor on a worldwide basis is Ecolab, Inc., which is the largest supplier of cleaning and sanitizing products to the institutional and industrial cleaning and sanitation industry. Ecolab has significant capacity, technology, expertise and financial resources, which enables it to compete effectively with us. We also face significant competition from numerous national, regional and local companies within some or all of our product categories in each sector we serve. Many of these companies have increased in strength as a result of recent consolidations in the industry. Barriers to entry and expansion in the institutional and industrial cleaning and sanitation industry are low and significant new entrants in the market include The Procter & Gamble Company and The Clorox Company, which have expanded into the institutional sector from their bases in consumer products, and Kimberly-Clark Corporation, which has expanded from paper accessories into personal care and washroom products.

To achieve expected profitability levels, we must, among other things, maintain the service levels and competitive pricing necessary to retain existing customers and attract new customers. Our failure to address these challenges adequately could put us at a competitive disadvantage relative to our competitors.

The polymer market is also highly competitive. Many of our competitors in the polymer market are larger than us and have less indebtedness. These competitors have greater financial resources and are better able to respond to price increases in raw materials and to compete on pricing than us. If we are not able to compete on pricing, we may not be able to compete in the polymer industry successfully.

The volatility of our raw material costs may adversely affect our operations.

The principal raw materials we use in our professional business are surfactants, polymers and resins, waxes, solvents, fragrances, caustic soda, chelates and phosphates. The prices of many of these raw materials are cyclical. Supply and demand factors, which are beyond our control, generally affect the price of our raw materials. We try to minimize the effect of price increases through production efficiency and the use of alternative suppliers. If we are unable to minimize the effects of increased raw material costs, our business, financial condition, results of operations and cash flows may be materially adversely affected, and our ability to make payments on the notes may be impaired.

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We may lose substantial amounts in agency fees if our sales agency agreement with Unilever is terminated.

In connection with the Acquisition, we entered into a sales agency agreement with Unilever under which we have agreed to act as Unilever’s sales agent in specified territories for the sale into the institutional and industrial markets of Unilever’s consumer brand products. If we are unable to comply with our obligations under the sales agency agreement or if Unilever terminates that agreement for any other reason, including if we are insolvent or our sales drop below 75% of targeted sales for a given year, we may lose significant amounts in agency fees. Furthermore, a willful breach by us also obligates us to make additional payments. See “The Acquisition—Related Agreements—Sales Agency Agreement.” If the sales agency agreement is terminated, we may lose substantial amounts in agency fees, which may have a material adverse effect on our business, financial condition, results of operations and cash flows and impair our ability to make payments on the notes.

We have also entered into a supply agreement with Unilever under which we have agreed to manufacture some Unilever consumer brand products that we will sell on behalf of Unilever under the sales agency agreement. If we fail to meet our supply obligations under the supply agreement and the failure causes our sales to drop below 75% of targeted sales, Unilever may terminate the sales agency agreement. See “The Acquisition—Related Agreements—Supply Agreements.”

If we are unable to keep and protect our intellectual property rights, our ability to compete may be negatively impacted.

The market for our products depends to a significant extent upon the goodwill associated with our brand names. We currently hold licenses under agreements with S.C. Johnson & Son to use specified technology, trade names, housemarks and brand names of S.C. Johnson & Son incorporating “Johnson,” including “Johnson Wax Professional” and the “Johnson” name, including “Johnson” with our owned trade name “Diversey,” in the commercial and industrial channels of trade. See “Certain Relationships and Related Transactions.” In addition, Unilever has granted us the right to continue to use the name “Lever,” including within the name “DiverseyLever,” on a transitional basis until November 2, 2004. If our rights under these license agreements are terminated, we may lose the ability to use these brand names and technology, which may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired.

In addition, we own, or have licenses to use, all of the material trademark and trade name rights used in connection with the packaging, marketing and distribution of our major products both in the United States and in other countries where our products are principally sold. Trademark and trade name protection is important to our business. Although most of our trademarks are registered in the United States and in the foreign countries in which we operate, we may not be successful in asserting trademark or trade name protection. In addition, the laws of some foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and trade names may be substantial.

We cannot be certain that we will be able to assert these intellectual property rights successfully in the future or that they will not be invalidated, circumvented or challenged. Other parties may infringe on our intellectual property rights and may thereby dilute the value of our brand names in the marketplace. Any infringement of our intellectual property rights would also likely result in a diversion of our time and resources to protect these rights through litigation or otherwise. Similarly, other parties may infringe on intellectual property rights that S.C. Johnson & Son licenses to us. The protection of these licensed intellectual property rights are under the control of S.C. Johnson & Son and, therefore, we cannot assure the protection of those trademarks or other intellectual property rights or prevent dilution in the marketplace of the value of those brands. Finally, we may infringe on others’ intellectual property

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rights. Any failure by us or S.C. Johnson & Son to protect our trademarks, or any adverse judgment with respect to infringement by us of others’ intellectual property rights, may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired.

We are subject to risks related to our operations outside the United States.

We have substantial operations outside the United States. CMI and the DiverseyLever business, including the Unilever consumer brands business, derived about 62% of their combined net sales for the twelve months ended December 28, 2001 from sales outside the United States. In addition to the risks described in this prospectus that are common to both our U.S. and non-U.S. operations, we face risks related to our foreign operations such as:

· foreign currency fluctuations;

· unstable political, economic, financial and market conditions;

· import and export license requirements;

· trade restrictions;

· increases in tariffs and taxes;

· high levels of inflation;

· restrictions on repatriating foreign profits back to the United States;

· greater difficulty collecting accounts receivable and longer payment cycles;

· less favorable intellectual property laws;

· unfamiliarity with foreign laws and regulations; and

· changes in labor conditions and difficulties in staffing and managing international operations.

All of these risks have affected our business in the past and may have a material adverse effect on our business, financial condition, results of operations and cash flows in the future.

Fluctuations in exchange rates may materially adversely affect our business, financial condition, results of operations and cash flows, and may impair our ability to make payments on the notes.

Our results of operations are reported in U.S. dollars. However, outside the United States, our sales and costs are denominated in a variety of currencies including the euro, British pound, Japanese yen, Brazilian real and Turkish lira. A significant weakening of the currencies in which we generate sales relative to the U.S. dollar may adversely affect our ability to meet our U.S. dollar obligations, and a significant weakening of the currencies in which we generate sales relative to the euro may adversely affect our ability to meet our euro obligations.

In addition, we are required to maintain compliance with financial covenants under the new credit facilities. The covenants are measured in U.S. dollar terms; therefore, an adverse shift in currency exchange rates may cause us to be in breach of these covenants, which, if not cured or waived, may result in the acceleration of all of our indebtedness.

In all jurisdictions in which we operate, we are also subject to laws and regulations that govern foreign investment, foreign trade and currency exchange transactions. These laws and regulations may limit our ability to repatriate cash as dividends or otherwise to the United States and may limit our ability to convert foreign currency cash flows into U.S. dollars. A weakening of the currencies in which we generate sales relative to the currencies in which our costs are denominated may lower our operating profits and cash flows.

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If we are unable to retain key employees and other personnel, our operations and growth may be adversely affected.

Our success depends largely on the efforts and abilities of our management team and other key personnel. Their experience and industry contacts significantly benefit us. We are particularly dependent on our global vice presidents and regional presidents to integrate the DiverseyLever business successfully. See “Management.” If any of our senior management or other key personnel cease to work for us, our business, financial condition, results of operations and cash flows may be materially adversely affected, and our ability to make payments on the notes may be impaired.

If we do not comply with the labor laws of the various countries in which we operate, we may face significant fines or incur significant liabilities.

In many countries, in particular European countries, laws require a company to consult with its trade unions and works councils if the company undergoes a change of ownership, major operational change to its business or a reduction in workforce. We must comply with these consultation obligations in various countries in which we intend to effect post-Acquisition reorganizations and in which our employees are members of trade unions or works councils. To satisfy these consultation obligations, we must be willing to consider various requests by the trade unions or works councils. If we fail to comply properly with the consultation requirements or other labor laws of various countries, we may face significant fines or criminal sanctions. The violation of these laws may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired.

We are subject to a variety of environmental and product registration laws that expose us to potential financial liability and increased operating costs.

Our operations are regulated under a number of federal, state and foreign environmental, health and safety laws and regulations that govern, among other things, the discharge of hazardous materials into the air, soil and water as well as the handling, storage and disposal of these materials. These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource, Conversation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act, as well as analogous state and foreign laws. Compliance with these environmental laws is a major consideration for us because we use hazardous materials in some of our manufacturing processes. In addition, because we are a generator of hazardous wastes, we, along with any other person who arranges for the disposal of our wastes, may be subject to financial exposure for costs associated with an investigation and any remediation of sites at which we have arranged for the disposal of hazardous wastes if those sites become contaminated, even if we fully comply with applicable environmental laws. Furthermore, process wastewater from our manufacturing operations is discharged to various types of wastewater management systems. We may incur significant costs relating to contamination that may have been, or is currently being, caused by this practice. We are also subject to numerous federal, state and foreign laws that regulate the manufacture, storage, distribution and labeling of many of our products, including disinfecting, sanitizing and antimicrobial products. Some of these laws require us to have operating permits for our production facilities, warehouse facilities and operations and we may not have some of these permits or some of the permits we have may not be current. Various state, local and foreign jurisdictions also require us to register our products and to comply with specified requirements with respect to those products. In the event of a violation of any of these laws, we may be liable for damages and the costs of remedial actions, and may also be subject to revocation, non-renewal or modification of our operating permits and revocation of our product registrations. Any revocation, modification or non-renewal may require us to cease or limit manufacture and sale of products at one or more of our facilities, and may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes

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may be impaired. Any revocation, non-renewal or modification may also result in an event of default under the indentures for the notes, the indenture for the senior discount notes of JohnsonDiversey Holdings and our new credit facilities, which, if not cured or waived, may result in the acceleration of all our indebtedness.

The potential cost to us relating to environmental and product registration matters, including the cost of complying with the foregoing legislation and remediating contamination, is uncertain due to factors such as the unknown magnitude and type of possible contamination and clean-up costs, the complexity and evolving nature of laws and regulations, including those outside of the United States, and the timing, variable costs and effectiveness of clean-up and compliance methods. Environmental and product registration laws may also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with any violation, which may also negatively impact our operating results. Accordingly, we may become subject to additional liabilities and increased operating costs in the future under these laws and regulations that may have a material adverse effect on our business, financial condition, results of operations and cash flows and may impair our ability to make payments on the notes.

We have conducted, and we expect to conduct in the future, environmental investigations at several DiverseyLever facilities in various countries throughout the world. The results of our investigations have revealed contamination at some of these facilities, and it is possible that future investigations will reveal additional contamination at these or other facilities. This contamination may need to be remediated and, in some cases, the source of the contamination may need to be addressed. We cannot estimate at this time the costs associated with any contamination that has been discovered, or that might be discovered in the future, as a result of these investigations, and we cannot assure you that those costs will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

We currently expect significant future environmental compliance obligations in our European facilities as a result of a European Community Directive “Integrated Pollution Prevention and Control” enacted on September 24, 1996. The directive imposes several requirements related to integrated pollution prevention and control on chemical manufacturing businesses throughout Europe and requires companies to obtain authorization or permits from governmental authorities before carrying out specified activities at facilities located in these countries. This directive became effective in October 1999 for all new facilities and for existing facilities that undergo a substantial change that may have a significant negative impact on the environment. While the directive will be effective in 2007 for all existing facilities, some member states have introduced a transitional schedule, which applies the directive to specified sectors prior to 2007 in a phased manner. Our environmental capital expenditures, costs and operating expenses will be subject to evolving regulatory requirements and will depend on the timing of the effectiveness of requirements in these various jurisdictions. As a result of the directive, we may be subject to an increased regulatory burden, and we expect significant future environmental compliance obligations in our European facilities. This directive may have a material adverse effect on our business, financial condition, results of operations and cash flows and may impair our ability to make payments on the notes.

We will not receive indemnification from Unilever for breaches of warranty or for environmental costs under the acquisition agreement until the aggregate amount of damages exceed agreed dollar thresholds.

Under the acquisition agreement, Unilever has made warranties to us with respect to the DiverseyLever business. In addition, Unilever has agreed to indemnify us for damages in respect of breaches of its warranties and for specified types of environmental liabilities if the aggregate amount of

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damages meet various dollar thresholds. The acquisition agreement includes other limits on recovery even if these thresholds are exceeded. See “The Acquisition—Indemnification.” As a result, if we incur damages or liabilities that do not meet the indemnity thresholds under the acquisition agreement, or if the aggregate limits on indemnity payments under the acquisition agreement become applicable, we would not be entitled to indemnity from Unilever and would be required to bear the costs ourselves. We cannot be certain that we will have sufficient funds available to bear these costs. Further, the payment of these costs may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired.

Descendants of Samuel Curtis Johnson beneficially own the majority of our common equity interests and the common equity interests of S.C. Johnson & Son, with which we have material arrangements.

Descendants of Samuel Curtis Johnson beneficially own a majority of the common equity interests in Commercial Markets Holdco. Under the stockholders’ agreement that Commercial Markets Holdco, JohnsonDiversey Holdings and and Unilever entered into in connection with the Acquisition, the descendants of Samuel Curtis Johnson, through their controlling interest in Commercial Markets Holdco, may nominate and elect nine of the eleven directors of JohnsonDiversey Holdings. JohnsonDiversey Holdings as the owner of all of our common equity interests, except for one share, has the sole right to elect our directors. As a result, subject to the provisions of the stockholders’ agreement, the descendants of Samuel Curtis Johnson can effectively control the management and affairs of our company.

Generally, the same descendants of Samuel Curtis Johnson beneficially own a majority of the common equity interests in S.C. Johnson & Son, and, by virtue of their controlling interest, effectively control the management and affairs of S.C. Johnson & Son. As a result of these ownership interests, conflicts of interest may arise with respect to business dealings between us and S.C. Johnson & Son, including with respect to various agreements with S.C. Johnson & Son that are important to our business and acquisitions of businesses or properties. See “—Our relationship with S.C. Johnson & Son is important to our future operations” and “Certain Relationships and Related Transactions.” Disputes may also arise between us and S.C. Johnson & Son in the course of these business dealings. Because the same shareholders control both us and S.C. Johnson & Son, we cannot be certain that those shareholders will not, directly or indirectly, resolve these conflicts or decide any dispute in favor of S.C. Johnson & Son. Furthermore, under some of our agreements with S.C. Johnson & Son, the chairman of the board or the board of directors of S.C. Johnson & Son has the ultimate authority to resolve disputes under those agreements, and, if a dispute is decided in favor of S.C. Johnson & Son, we cannot challenge that decision. Any such decision may have a material adverse effect on our business, financial condition, results of operations and cash flows and may impair our ability to make payments on the notes.

Our relationship with S.C. Johnson & Son is important to our future operations.

We are party to various agreements with S.C. Johnson & Son, including a trademark license agreement, a technology disclosure and license agreement, supply and manufacturing agreements and several leases. See “Certain Relationships and Related Transactions.” Under the trademark license agreement, S.C. Johnson & Son has granted us the right to use specified technology, trade names, housemarks and brand names incorporating “Johnson,” including “Johnson Wax Professional” and the “Johnson” name, including “Johnson” with our owned trade name “Diversey,” which we believe are critical to our business. Further, our rights to sell products, including DiverseyLever products, in some channels of trade that are not exclusively institutional and industrial, which we refer to as “cross-over” channels of trade, are subject to the approval of S.C. Johnson & Son, in its sole discretion, under the trademark license agreement. Our sales in these channels of trade have historically been significant.

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Under the technology disclosure and license agreement, S.C. Johnson & Son has granted us the right to use specified technology of S.C. Johnson & Son. In addition, we lease our principal manufacturing facilities in Sturtevant, Wisconsin from S.C. Johnson & Son. If we default under the trademark license agreement or technology disclosure and license agreement and either agreement is terminated, we will no longer be able to use the Johnson name or the technology of S.C. Johnson & Son. Furthermore, S.C. Johnson & Son will then have the right to terminate the leases governing our manufacturing facilities in Sturtevant, Wisconsin. Finally, in some countries, we depend on S.C. Johnson & Son to produce or sell some of our products. If our relationship with S.C. Johnson & Son is damaged or severed, or if S.C. Johnson & Son were to limit significantly our rights to sell some products in specified channels of trade, it could have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired. See also “—If we are unable to keep and protect our intellectual property rights, our ability to compete may be negatively impacted.”

Our relationship with Unilever is important to our future operations.

In connection with the Acquisition, we entered into agreements with Unilever, including transitional services, license and supply agreements. See “The Acquisition—Related Agreements.” If Unilever fails to observe its commitments under these agreements, we may not be able to operate in accordance with our business plans and we may incur additional costs. Any failure by Unilever to observe its obligations may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired. If these agreements are terminated before the end of their terms, we may not be able to obtain similar services, intellectual property or products on the same terms from third parties or at all.

As a result of the Acquisition, we own the name “Diversey.” In addition, Unilever has granted us the right to continue to use the name “Lever,” including within the name “DiverseyLever,” on a transitional basis until November 2, 2004. We also hold licenses to use some trademarks and technology of Unilever in the institutional and industrial channels of trade under license agreements with Unilever. See “The Acquisition—Related Agreements—Intellectual Property Agreements.” We believe that these license agreements are critical to our business and the termination of our rights under any of these agreements may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired.

Some decisions affecting our business require approval of Unilever.

Unilever beneficially owns one-third of the common stock of JohnsonDiversey Holdings. Also, two of the eleven members of the board of directors of JohnsonDiversey Holdings are officers of Unilever. As a result, conflicts of interest may arise with respect to business dealings between us and Unilever. Under the stockholders’ agreement among Unilever, Commercial Markets Holdco and JohnsonDiversey Holdings, Unilever generally must approve specified transactions and actions by JohnsonDiversey Holdings and its subsidiaries, including us. Among the transactions and actions requiring Unilever approval are capital expenditures in excess of $50 million, future borrowings, investments in new ventures, exiting specified lines of business, specified acquisitions and divestitures and the issuance of additional capital stock. See “The Acquisition—Related Agreements—Stockholders’ Agreement.” While Unilever does not have the ability to exercise control or decisive influence over our strategic business affairs, Unilever may prevent us from engaging in specified transactions or acts that may be beneficial to our business or that may be in our long-term best interest. Because the stockholders’ agreement does not contain any arbitration or tie-breaking provisions, if we have disagreements with Unilever, we have no remedies or procedures to challenge its veto rights. As with any similar arrangement, differences in views between Unilever and us may

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result in delayed decisions or the failure to agree on major matters, each of which may have a material adverse effect on our business, financial condition, results of operations and cash flows and impair our ability to make payments on the notes.

There may be risks related to our prior use of Arthur Andersen LLP as our independent public accountant.

On March 14, 2002, our former independent public accountant, Arthur Andersen LLP, was indicted on federal obstruction of justice charges arising from the U.S. government’s investigation of Enron Corp. On June 15, 2002, a jury convicted Arthur Andersen of obstruction of justice. It is anticipated that a judgment of conviction may be entered against Arthur Andersen as early as August 31, 2002. In light of the jury verdict, Arthur Andersen has informed the Securities and Exchange Commission that it will cease practicing before the Commission by August 31, 2002. Further, Arthur Andersen has announced that it expects to begin immediately a process for dealing with state regulators leading to surrender of the firm’s licenses.

Events arising out of the indictment and conviction may materially and adversely affect the ability of Arthur Andersen to satisfy any claims arising from the provision of auditing services to us, including claims that may arise out of Arthur Andersen’s audit of our financial statements included in this prospectus, and may impede our access to the capital markets after completion of the exchange offer.

After the effectiveness under the Securities Act of the registration statement with respect to this exchange offer for the notes, we will be required to file with the Commission periodic reports containing financial statements audited or reviewed by an independent public accountant. In addition, the indentures for the notes and our new credit facilities require that we deliver periodic reports and certificates, many of which will include financial statements or calculations that, in some cases, are required to be audited or reviewed by independent public accountants. Further, Commission rules will require us to include or incorporate by reference in these reports audited financial statements for prior periods. As a result, we will be required to present audited financial statements for one or more prior periods audited by Arthur Andersen. Our access to the capital markets and our ability to comply with our reporting obligations, whether contractual or statutory, in a timely manner could be adversely affected if the Commission ceases accepting financial statements audited by Arthur Andersen. Our access to the capital markets may also be adversely affected if underwriters and other third parties cease to rely on financial statements audited by Arthur Andersen and, therefore, refuse to enter into transactions with companies with those financial statements.

The consolidated financial statements of CMI as of June 30, 2000 and June 29, 2001 and for each of the fiscal years in the three-year period ended June 29, 2001, and as of December 28, 2001 and for the six months then ended, included in this prospectus have been audited by Arthur Andersen. We used reasonable efforts to obtain the consent of Arthur Andersen to include in this prospectus its audit report with respect to these financial statements. We were unable to obtain a consent from Arthur Andersen. As a result, we filed the registration statement of which this prospectus is a part, and will file any amendment to the registration statement, in reliance on temporary rules issued by the Commission, which relieve an issuer from the obligation to obtain the consent of Arthur Andersen in specified cases. Because Arthur Andersen has not consented to the inclusion of their report in this prospectus, you may not recover against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of material fact contained in the financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated in those financial statements.

General economic downturns are likely to have an adverse impact on our business, financial condition, results of operations and cash flows.

A general economic slowdown negatively impacted our results of operations for the quarter ended March 29, 2002. The slowdown, which was exacerbated by the global economic and political

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uncertainties caused by recent developments, including the September 11, 2001 terrorist attacks in the United States and the war in Afghanistan involving the United States and its allies, have adversely affected many economies and industries worldwide. General economic downturns adversely impact some of our end-users, such as hotels, restaurants, food and beverage processors and other end-users that are sensitive to travel and dining activities. These end-users typically reduce their volume of purchases of cleaning, hygiene and appearance products during economic downturns. The continuation of the economic downturn that negatively impacted our results for the quarter ended March 29, 2002 and any future general economic downturn would likely have an adverse impact on our business, financial condition, results of operations and cash flows.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, contained in this prospectus constitute forward-looking statements. In some cases you can identify forward-looking statements by terms such as “may,” intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “project,” “potential,” or the negative of these terms, and similar expressions intended to identify forward-looking statements.

Forward-looking statements are based on assumptions and estimates and are subject to risks and uncertainties. We have identified in this prospectus some of the factors that may cause actual results to differ materially from those expressed or assumed in any of our forward-looking statements. There may be other factors not so identified. Investors should not place undue reliance on our forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, those described in “Risk Factors” and the following:

· our ability to integrate and operate successfully the DiverseyLever business and achieve the cost savings and business growth that we anticipate within the anticipated time frames, or at all;

· our ability to manage effectively a combined business that is significantly larger and more complex than CMI’s business prior to the Acquisition, including our ability to develop and implement operational and financial systems to manage these operations;

· costs or difficulties related to the Acquisition or restructuring initiatives, which may be greater than expected;

· our ability to realize expected benefits of our restructuring initiatives within the anticipated time frame, or at all;

· our ability to execute any of our business strategies;

· changes in general economic and political conditions, interest rates and currency movements, including, in particular, our greater exposure to foreign currency risks due to the Acquisition;

· the vitality of the institutional and industrial cleaning and sanitation market, particularly those sectors adversely affected by the most recent economic downturn, and the industrial painting and packaging, coatings and adhesives markets;

· restraint on pricing flexibility due to competitive conditions in the professional and polymer markets;

· the loss or insolvency of a significant supplier or customer;

· effectiveness in managing our manufacturing processes, including our inventory and fixed assets;

· changes in energy costs, the costs of raw materials and other operating expenses;

· our ability and the ability of our competitors to introduce new products and technical innovations;

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· the costs and effects of complying with laws and regulations relating to the environment and to the manufacture, storage, distribution and labeling of our products;

· the occurrence of litigation or claims;

· changes in tax, fiscal, governmental and other regulatory policies;

· the effect of future acquisitions or divestitures or other corporate transactions;

· adverse or unfavorable publicity regarding us or our services;

· loss of, or changes in, executive management or other key personnel;

· natural and manmade disasters, including material acts of terrorism or hostilities that impact our markets; and

· severe weather conditions affecting the food and lodging industry.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

In connection with the sale of the outstanding notes, we entered into exchange and registration rights agreements with the initial purchasers in which we agreed to file and to use our reasonable best efforts to cause to become effective with the Securities and Exchange Commission a registration statement with respect to the exchange of the outstanding notes for exchange notes with terms identical in all material respects to the terms of the outstanding notes. Copies of the exchange and registration rights agreements have been filed as exhibits to the registration statement of which this prospectus is a part. We are making the exchange offer to satisfy our contractual obligations under the exchange and registration rights agreements.

If you tender your outstanding notes in exchange for exchange notes, you will represent to us that:

· any exchange notes you receive are being acquired in the ordinary course of your business;

· you have no arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of exchange notes;

· you are not our “affiliate” within the meaning of Rule 405 under the Securities Act or, if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

· you have full power and authority to tender, exchange, sell, assign and transfer the tendered outstanding notes;

· we will acquire good, marketable and unencumbered title to the outstanding notes you tender, free and clear of all liens, restrictions, charges and encumbrances; and

· the outstanding notes you tender for exchange are not subject to any adverse claims or proxies.

You also will warrant and agree that you will, upon request, execute and deliver any additional documents deemed by us or the applicable exchange agent to be necessary or desirable to complete the exchange, sale, assignment, and transfer of the outstanding notes you tender in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of outstanding notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying Letter of Transmittal, to exchange $1,000 principal amount of dollar exchange notes for each $1,000 principal amount of outstanding dollar notes and €1,000 principal amount of euro exchange notes for each €1,000 principal amount of outstanding euro notes properly tendered prior to the expiration date and not withdrawn according to the procedures described below. Outstanding dollar notes tendered in the exchange offer must be in denominations of $1,000 or any integral multiple of

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$1,000. Outstanding euro notes tendered in the exchange offer must be in denominations of €1,000 or any integral multiple of €1,000.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

· the exchange notes have been registered under the Securities Act and therefore will not be subject to some restrictions on transfer applicable to the outstanding notes; and

· holders of the exchange notes will not be entitled to the rights of holders of the outstanding notes under the exchange and registration rights agreements.

The exchange notes evidence the same indebtedness as the outstanding notes, which they replace, and will be issued pursuant to, and entitled to the benefits of, the indentures.

The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. We reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date or, as set forth under  the caption “—Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, $300,000,000 aggregate principal amount of outstanding dollar notes and €225,000,000 aggregate principal amount of outstanding euro notes are outstanding.

Holders of outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. Outstanding notes which are not tendered in, or are tendered but not accepted in connection with, the exchange offer will remain outstanding. For a description of the consequences of not tendering outstanding notes for exchange, see “Risk Factors—Risks Relating to the Notes—You may have difficulty selling the outstanding notes that you do not exchange.”

If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of other events set forth in this prospectus or otherwise, certificates for the unaccepted outstanding notes will be returned, without expense, to the tendering holder of those notes promptly after the expiration date. For a description of the consequences of an invalid tender, see “Risk Factors—Risks Relating to the Notes—Your outstanding notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your notes will continue to be subject to existing transfer restrictions and you may not be able to sell your outstanding notes.”

Holders who tender outstanding notes in connection with the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the accompanying Letter of Transmittal, transfer taxes with respect to the exchange. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer.

Our board of directors makes no recommendation to holders of outstanding notes as to whether to tender or refrain from tendering all or any portion of their outstanding notes in the exchange offer. In addition, no one has been authorized to make any similar recommendation. Holders of outstanding notes must make their own decision whether to tender in the exchange offer and, if so, the aggregate amount of outstanding notes to tender after reading this prospectus and the accompanying Letter of Transmittal and consulting with their advisers based on their financial position and requirements.

Expiration Date; Extensions; Amendments

The term “expiration date” means 5:00 p.m., New York City time, on             , 2002, unless we extend the exchange offer, in which case the term ''expiration date'' will mean the latest date and time to which the exchange offer is extended.

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We expressly reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time, to:

· delay the acceptance of the outstanding notes for exchange;

· terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, if we determine, in our sole and absolute discretion, that any of the events or conditions referred to under the caption “—Conditions to the Exchange Offer” has occurred or exists or has not been satisfied;

· extend the expiration date of the exchange offer and retain all outstanding notes tendered in the exchange offer, subject, however, to the right of holders of outstanding notes to withdraw their tendered outstanding notes as described under the caption “—Withdrawal Rights”; or

· waive any condition or otherwise amend the terms of the exchange offer in any respect.

If the exchange offer is amended in a manner that we determine to constitute a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

Any delay in acceptance, termination, extension or amendment will be followed promptly by:

· oral or written notice of the change to the exchange agents, with any oral notice to be promptly confirmed in writing; and

· a public announcement of the change, which announcement, in the case of an extension, will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to an appropriate news agency.

Acceptance for Exchange and Issuance of Exchange Notes

Upon the terms and subject to the conditions of the exchange offer, promptly after the expiration date we will exchange, and will issue to the appropriate exchange agent, exchange notes for outstanding notes validly tendered and not withdrawn as described under the caption “—Withdrawal Rights.”

In all cases, we will issue exchange notes in the exchange offer for outstanding notes that are accepted for exchange only after the appropriate exchange agent timely receives:

· certificates for the outstanding notes or a timely book-entry confirmation of a book-entry transfer of the outstanding notes into the exchange agent's account at The Depository Trust Company, to whom we refer to in this prospectus as “DTC,” Euroclear Bank S.A./N.V. as operator of the Euroclear system, to whom we refer to in this prospectus as “Euroclear,” or Cedelbank, as applicable;

· the appropriate Letter of Transmittal, properly completed and duly executed, with any required signature guarantees; and

· any other documents required by the Letter of Transmittal.

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Accordingly, the delivery of exchange notes might not be made to all tendering holders at the same time, and will depend upon when outstanding notes, book-entry confirmations with respect to outstanding notes and other required documents are received by the appropriate exchange agent.

Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, outstanding notes validly tendered and not withdrawn as, if and when we give oral or written notice to the appropriate exchange agent of our acceptance of those outstanding notes for exchange in the exchange offer. Any oral notice will be promptly confirmed in writing. Our acceptance for exchange of outstanding notes tendered through any of the procedures described above will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer. The exchange agents will act as our agents for the purpose of receiving tenders of outstanding notes, Letters of Transmittal and related documents, and as agents for tendering holders for the purpose of receiving outstanding notes, Letters of Transmittal and related documents and transmitting exchange notes to holders who validly tendered outstanding notes. The exchange will be made promptly after the expiration date. If for any reason whatsoever the acceptance for exchange or the exchange of any outstanding notes tendered in the exchange offer is delayed, whether before or after our acceptance for exchange of outstanding notes, or we extend the exchange offer or are unable to accept for exchange or exchange outstanding notes tendered in the exchange offer, then, without prejudice to our rights described in this prospectus, the exchange agents may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered outstanding notes and such outstanding notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under the caption “—Withdrawal Rights.”

Procedures for Tendering Outstanding Notes

When a holder of outstanding notes tenders, and we accept, notes for exchange, a binding agreement between us and the tendering holder is created, subject to the terms and conditions described in this prospectus and the accompanying Letter of Transmittal.

Valid Tender.    Except as set forth below, a holder of outstanding notes who wishes to tender notes for exchange must, on or prior to the expiration date:

· transmit a properly completed and duly executed Letter of Transmittal, including all other documents required by the Letter of Transmittal, to the appropriate exchange agent at the address set forth under the caption “—Exchange Agents”; or

· if notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must transmit an agent's message to the appropriate exchange agent at the address set forth under the caption “—Exchange Agents.”

In addition, either:

· the appropriate exchange agent must receive the certificates for the outstanding notes and the appropriate Letter of Transmittal;

· the appropriate exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the notes being tendered into the appropriate exchange agent's account at DTC, Euroclear or Cedelbank, as applicable, in each case along with the Letter of Transmittal or an agent's message; or

· the holder must comply with the guaranteed delivery procedures described below.

The term “agent's message” means a message, transmitted by DTC, Euroclear or Cedelbank, as applicable, to, and received by the applicable exchange agent and forming a part of a book-entry

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confirmation, which states that DTC, Euroclear or Cedelbank, as applicable, has received an express acknowledgment that the tendering holder has received and agrees to be bound by the Letter of Transmittal and that we may enforce the Letter of Transmittal against that holder. In this prospectus, the term ''book-entry confirmation'' means a timely confirmation of a book-entry transfer of outstanding notes into the exchange agent's account at DTC, Euroclear or Cedelbank, as applicable.

If less than all of the outstanding notes are tendered, a tendering holder should fill in the amount of outstanding notes being tendered in the appropriate box on the accompanying Letter of Transmittal. The entire amount of outstanding notes delivered to an exchange agent will be deemed to have been tendered unless otherwise indicated.

If any Letter of Transmittal, endorsement, bond power, power of attorney, or any other document required by the Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and unless waived by us, evidence satisfactory to us, in our sole discretion, of the person's authority to act must be submitted.

Any beneficial owner of outstanding notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian is urged to contact that entity promptly if the beneficial owner wishes to participate in the exchange offer.

The method of delivery of outstanding notes, the Letter of Transmittal and all other required documents is at the option and sole risk of the tendering holder, and delivery will be deemed made only when actually received by the appropriate exchange agent. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery and should obtain proper insurance. No Letter of Transmittal or outstanding notes should be sent to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or nominees to effect these transactions for them.

Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See “Plan of Distribution.”

Book-Entry Transfer. The dollar note exchange agent will make a request to establish an account at DTC with respect to outstanding dollar notes, and the euro note exchange agent will make a request to establish an account at Euroclear or Cedelbank with respect to outstanding euro notes, each for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's, Euroclear's or Cedelbank's systems, as applicable, must make book-entry delivery of outstanding dollar notes by causing DTC to transfer those outstanding dollar notes into the dollar exchange agent's account at DTC in accordance with DTC's procedures for transfer and must make book-entry delivery of outstanding euro notes by causing Euroclear or Cedelbank to transfer those outstanding euro notes into the euro exchange agent's account at Euroclear or Cedelbank in accordance with Euroclear's or Cedelbank's procedures, as applicable. Such participant should transmit its acceptance to DTC, Euroclear or Cedelbank, as applicable, on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC, Euroclear or Cedelbank, as applicable, will verify such acceptance, execute a book-entry transfer of the tendered outstanding notes into the appropriate exchange agent's account at DTC, Euroclear or Cedelbank, as applicable, and then send to the appropriate exchange agent confirmation of such book-entry transfer. The confirmation of such book-entry transfer will include an agent's message confirming that DTC, Euroclear or Cedelbank, as applicable, has received an express acknowledgment from such participant that such participant has received and agrees to be bound by the dollar exchange notes or

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euro exchange notes Letter of Transmittal, as applicable, and that we may enforce the Letter of Transmittal against such participant. Delivery of notes issued in the exchange offer may be effected through book-entry transfer at DTC, Euroclear or Cedelbank, as applicable. However, the Letter of Transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must:

· be transmitted to and received by the appropriate exchange agent at the address set forth under the caption “—Exchange Agents”; or

· comply with the guaranteed delivery procedures described below.

Delivery of documents to DTC, Euroclear or Cedelbank does not constitute delivery to the appropriate exchange agent.

Signature Guarantees. Tendering holders do not need to endorse their certificates for outstanding notes and signature guarantees on a Letter of Transmittal or a notice of withdrawal, as the case may be, are unnecessary unless:

· a certificate for outstanding notes is registered in a name other than that of the person surrendering the certificate, or

· a registered holder completes the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” in the Letter of Transmittal.

In either of these cases, the certificates for outstanding notes must be duly endorsed or accompanied by a properly executed bond power, with the endorsement or signature on the bond power and on the Letter of Transmittal or the notice of withdrawal, as the case may be, guaranteed by a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an “eligible guarantor institution,” including, as such terms are defined in that rule:

· a bank;

· a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

· a credit union;

· a national securities exchange, registered securities association or clearing agency; or

· a savings association,

unless surrendered on behalf of such eligible institution. Please read carefully Instruction 1 in the accompanying Letter of Transmittal.

Guaranteed Delivery. If a holder desires to tender outstanding notes in the exchange offer and the certificates for the outstanding notes are not immediately available or time will not permit all required documents to reach the appropriate exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, the outstanding notes may nevertheless be tendered, provided that all of the following guaranteed delivery procedures are complied with:

· the tenders are made by or through an eligible institution;

· before the expiration date, the appropriate exchange agent receives from the eligible institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form accompanying the Letter of Transmittal, stating the name and address of the holder of outstanding notes and the amount of outstanding notes tendered, stating that the tender is being made by the notice and guaranteeing that within three New

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York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the Letter of Transmittal will be deposited by the eligible institution with the appropriate exchange agent. The Notice of Guaranteed Delivery may be delivered by hand, or transmitted by facsimile or mail to the appropriate exchange agent and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery; and

· the certificates (or book-entry confirmation) representing all tendered outstanding notes, in proper form for transfer, together with a properly completed and duly executed Letter of Transmittal, with any required signature guarantees and any other documents required by the Letter of Transmittal, are received by the appropriate exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Determination of Validity. All questions as to the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered outstanding notes will be determined by us, in our sole discretion, and that determination will be final and binding on all parties. We reserve the absolute right, in our sole and absolute discretion, to reject any and all tenders that we determine are not in proper form or the acceptance for exchange of which may, in the view of our counsel, be unlawful. We also reserve the absolute right, subject to applicable law, to waive any of the conditions of the exchange offer as set forth under the caption “—Conditions to the Exchange Offer” or any defect or irregularity in any tender of outstanding notes of any particular holder whether or not we waive similar defects or irregularities in the case of other holders.

Our interpretation of the terms and conditions of the exchange offer, including the Letters of Transmittal and their instructions, will be final and binding on all parties. No tender of outstanding notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. Neither we, any of our affiliates, the exchange agents or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Resales of Exchange Notes

Based on interpretations by the staff of the Commission, as set forth in no-action letters issued to third parties unrelated to us, we believe that holders of outstanding notes, other than any holder that is:

· a broker-dealer that acquired outstanding notes as a result of market-making activities or other trading activities or

· a broker-dealer that acquired outstanding notes directly from us for resale under Rule 144A or another available exemption under the Securities Act,

who exchange their outstanding notes for exchange notes in the exchange offer may offer for resale, resell and otherwise transfer the exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

· the exchange notes are acquired in the ordinary course of the holders' business;

· the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes; and

· the holders are not our “affiliates” within the meaning of Rule 405 under the Securities Act.

However, the staff of the Commission has not considered the exchange offer in the context of a no-action letter, and we cannot assure you that it would make a similar determination with respect to

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the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

Withdrawal Rights

Except as otherwise provided in this prospectus, tenders of outstanding notes may be withdrawn at any time before the expiration date.

In order for a withdrawal to be effective, a written, telegraphic or facsimile transmission of the notice of withdrawal must be timely received by the appropriate exchange agent at its address set forth under the caption “—Exchange Agents” before the expiration date. Any notice of withdrawal must specify the name of the person who tendered the outstanding notes to be withdrawn, the principal amount of outstanding notes to be withdrawn and, if certificates for the outstanding notes have been tendered, the name of the registered holder of the outstanding notes as set forth on the outstanding notes, if different from that of the person who tendered the outstanding notes.

If certificates for outstanding notes have been delivered or otherwise identified to the appropriate exchange agent, the notice of withdrawal must specify the serial numbers on the particular certificates for the outstanding notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of outstanding notes tendered for the account of an eligible institution.

If outstanding notes have been tendered by the procedures for book-entry transfer set forth  under the caption “—Procedures for Tendering Outstanding Notes,” the notice of withdrawal must specify the name and number of the account at DTC, Euroclear or Cedelbank, as applicable, to be credited with the withdrawal of outstanding notes and must otherwise comply with the procedures of DTC, Euroclear or Cedelbank, as applicable. Withdrawals of tenders of outstanding notes may not be rescinded. Outstanding notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time before the expiration date by following any of the procedures described above under the caption “—Procedures for Tendering Outstanding Notes.”

All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by us, in our sole discretion, which determination will be final and binding on all parties. Neither we, any of our affiliates, the exchange agents or any other person will be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any notification. Any outstanding notes which have been tendered but which are withdrawn will be returned to the holder of those notes promptly after withdrawal.

Interest on the Exchange Notes

Interest on the outstanding notes and the exchange notes will be payable semi-annually on May 15 and November 15 of each year at a rate of 9.625% per annum, commencing November 15, 2002.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer or any extension of the exchange offer, we will not be required to accept for exchange, or to exchange, any outstanding notes for any exchange notes and will not be required to issue exchange notes in exchange for any outstanding notes and, as described below, may, at any time and from time to time, terminate or amend the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive  

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any conditions to or amend the exchange offer, if any of the following conditions has occurred or exists or has not been satisfied before the expiration date:

· there occurs a change in the current interpretation by the staff of the Commission which permits the exchange notes issued in exchange for outstanding notes in the exchange offer to be offered for resale, resold and otherwise transferred by their holders, other than broker-dealers that acquired outstanding notes as a result of market-making or other trading activities or broker-dealers that acquired outstanding notes directly from us for resale under Rule 144A or another available exemption under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the exchange notes are acquired in the ordinary course of the holders' business, the holders have no arrangement or understanding with any person to participate in the distribution of the exchange notes and the holders are not our ''affiliates'' within the meaning of Rule 405 under the Securities Act;

· any action or proceeding has been instituted or threatened in any court or by or before any governmental agency or body with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

· any law, statute, rule or regulation has been adopted or enacted which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

· a stop order has been issued by the Commission or any state securities authority suspending the effectiveness of the registration statement, or proceedings have been initiated or, to our knowledge, threatened for that purpose;

· any governmental approval has not been obtained, which approval we, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or

· any change, or any development involving a prospective change, in our business or financial affairs has occurred which, in our sole judgment, might materially impair our ability to proceed with the exchange offer.

If we determine in our sole and absolute discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied at any time prior to the expiration date, we may, subject to applicable law, terminate the exchange offer, whether or not any outstanding notes have been accepted for exchange, or may waive any such condition or otherwise amend the terms of the exchange offer in any respect. If a waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose the waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

44

Exchange Agents

We have appointed BNY Midwest Trust Company as the exchange agent for the exchange offer for the dollar notes and The Bank of New York as the exchange agent for the exchange offer for the euro notes. All executed Letters of Transmittal should be directed to the appropriate exchange agent at one of the addresses listed below. Questions and requests for assistance, requests for additional copies of this prospectus or of the Letters of Transmittal and requests or Notices of Guaranteed Delivery should be directed to the appropriate exchange agent addressed as follows:

BNY Midwest Trust Company

Dollar Note Exchange Agent

By Registered Mail, Hand Delivery or Overnight Courier:

BNY Midwest Trust Company

c/o The Bank of New York

Reorganization Unit

101 Barclay Street, 7 East

New York, New York 10286

Attention: Diane Amoroso

By Facsimile:

212-298-1915

Confirm by Telephone:

212-815-3738

The Bank of New York

Euro Note Exchange Agent

By Registered Mail, Hand Delivery or Overnight Courier:

The Bank of New York

Lower Ground Floor

30 Cannon Street

London

EC4M 6XH

Attention: Julie McCarthy

For Information Call:

011 44 207 964-6513 or

011 44 207 964-7235

By Facsimile:

011 44 207 964-6369 or

011 44 207 964-7294

Confirm by Telephone:

011 44 207 964-7235

Any Letter of Transmittal sent by facsimile must be promptly followed by delivery of the original Letter of Transmittal to the above applicable address. Delivery of the dollar exchange notes Letter of Transmittal to an address other than one listed above for the dollar note exchange agent or transmission of instructions via facsimile other than as listed above for the dollar note exchange agent does not constitute a valid delivery of that Letter of Transmittal. Delivery of the euro exchange notes Letter of Transmittal to an address other than the one listed above for the euro note exchange agent or transmission of instructions via facsimile other than as listed above for the euro note exchange agent does not constitute a valid delivery of that Letter of Transmittal.

45

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. Additional solicitation may be made personally or by telephone or other means by our officers, directors or employees.

We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We have agreed to pay the exchange agents' reasonable and customary fees for their services and will reimburse them for their reasonable out-of-pocket expenses. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of outstanding notes, and in handling or tendering for their customers.

Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with the tender, except that if exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the amount of any such transfer tax, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of a transfer tax or exemption therefrom is not submitted with the Letter of Transmittal, the amount of the transfer tax will be billed directly to the tendering holder.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. The net proceeds from the sale of the outstanding notes to the initial purchasers were about $493 million. We used these proceeds, together with other available funds, including funds borrowed under the new credit facilities and $25 million from an equity investment by JohnsonDiversey Holdings to:

· pay the cash portion of the purchase price for the DiverseyLever business;

· refinance CMI indebtedness; and

· pay related fees and expenses.

See “Prospectus Summary—The Transactions.”

46

CAPITALIZATION

The following table shows as of March 29, 2002 CMI’s debt and combined capitalization (1) on a historical basis and (2) on a pro forma basis after giving effect to the Transactions. You should read the following table in conjunction with the information in this prospectus under the captions “Unaudited Pro Forma and Historical Condensed Combined Financial Data,” “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and with CMI’s historical financial statements and related notes and the special-purpose combined accounts of the DiverseyLever group and related notes included elsewhere in this prospectus.

	As of March 29, 2002
	CMI Historical			Pro Forma
	(dollars in thousands)
Short-term debt:
Short-term debt	$	30,815		$	—
Note payable to Commercial Markets Holdco		—			8,000	(1)
Current installments on long-term debt		56,692			—
Total short-term debt	$	87,507		$	8,000
Long-term debt:
Existing bank debt		270,609			—
Note payable to Commercial Markets Holdco		12,000	(1)		—
New credit facilities:
Revolving credit facilities		—			29,728
Term loan A		—			220,250
Term loan B		—			643,411
Term loan C		—			29,750
Senior subordinated notes		—			496,133
Total long-term debt	$	282,609		$	1,419,272
Total debt	$	370,116	(2)	$	1,427,272	(3)
Stockholders’ equity:
Total stockholders’ equity		207,781			816,995	(4)
Total capitalization	$	577,897		$	2,244,267

(1) $4 million of the $12 million note payable to Commercial Markets Holdco was repaid prior to the closing of the Transactions. We will repay the balance of this indebtedness by August 1, 2002.

(2) Excludes capital lease obligations of about $0.6 million.

(3) Pro forma total debt excludes CMI capital lease obligations of about $0.6 million and DiverseyLever capital lease obligations of about $17.4 million, including about $8.0 million of DiverseyLever capital lease obligations under two sale-leaseback arrangements for which Unilever is obligated to reimburse us under the acquisition agreement, and about $9.4 million of DiverseyLever capital lease obligations that will be included in the determination of post-closing adjustments to consideration. See “The Acquisition—Acquisition Consideration—Post-Closing Adjustments to Consideration.’’

(4) Pro forma total stockholders’ equity (a) includes the addition of equity contributed in connection with the Acquisition, including the proceeds of the issuance by JohnsonDiversey Holdings of its senior discount notes and the $25 million cash contribution from JohnsonDiversey Holdings and (b) excludes stockholders’ equity of $50,000 relating to CMI’s class A 8% cumulative preferred stock and class B 8% cumulative preferred stock, which were redeemed by JohnsonDiversey on June 3, 2002.

47

UNAUDITED PRO FORMA AND HISTORICAL CONDENSED COMBINED FINANCIAL DATA

We prepared the following unaudited pro forma and historical condensed combined financial data by applying pro forma adjustments to the historical consolidated financial statements of CMI.

The unaudited pro forma condensed combined statements of income for the twelve months ended December 28, 2001 and for the three months ended March 29, 2002 give effect to the Transactions as if they had occurred at the beginning of each period presented. The unaudited pro forma and historical condensed combined balance sheet as of March 29, 2002 gives effect to the Transactions as if they had occurred on March 29, 2002. At the closing of the Acquisition, Unilever delivered to us assets, including equity interests, representing over 99% of the adjusted EBITDA of the DiverseyLever business for the twelve months ended June 30, 2001, as calculated in accordance with the acquisition agreement, and we paid Unilever 100% of the consideration for the DiverseyLever business. We are entitled to a purchase price adjustment if Unilever does not ultimately transfer the remaining assets and/or equity interests to us. The pro forma financial data assume that all of the assets of the DiverseyLever business were transferred to us at the closing of the Acquisition. See “The Acquisition—Acquisition Consideration—Post-Closing Adjustments to Consideration.”

The unaudited pro forma condensed combined financial data are for informational purposes only. The pro forma financial data are not necessarily indicative of what our financial position or results of operations would have been if the Transactions had actually occurred on the assumed dates and are not necessarily indicative of our future financial position or results of operations.

We will use purchase accounting in accordance with the Statement of Financial Accounting Standards No. 141 to account for the Acquisition. Purchase accounting requires us to allocate the total purchase price to the tangible and intangible assets acquired and the liabilities assumed based upon their respective fair values as of the purchase date. We have made a preliminary allocation of the aggregate purchase price stated in the acquisition agreement, without giving effect to possible adjustments provided for in the acquisition agreement in the following unaudited pro forma condensed combined financial data. The preliminary allocation is based upon estimates that we believe are reasonable and is subject to revision as additional information becomes available. Subsequent adjustments to the purchase price and subsequent revisions to the preliminary purchase price allocation may have a significant impact on our results of operations and financial condition.

You should read the following unaudited pro forma and historical condensed combined financial data in conjunction with the information included in this prospectus under the captions “Use of Proceeds,” “Capitalization,” “Selected Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and with the historical consolidated financial statements of CMI and related notes, and the special-purpose combined accounts of the DiverseyLever group, and related notes, each included elsewhere in this prospectus. See “Index to Financial Statements.”

48

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 29, 2002

(dollars in thousands)

	CMI Historical		DiverseyLever Group Historical*		Unilever Consumer Brands Business*			Combined		Acquisition Adjustments (1)			Financing Adjustments (2)			Pro Forma
Assets:
Current Assets:
Cash and cash     equivalents	$	11,649	$	27,800	$	—		$	39,449	$	(1,046,355	)	$	1,031,106	(x)(y)	$	24,200
Accounts receivable,     net		163,792		322,800		(36,600	)		449,992		—			—			449,992
Inventories		97,453		157,900		(13,200	)		242,153		—			—			242,153
Other current     assets		33,856		29,200		—			63,056		(18,600	)		—			44,456
Total Current             Assets		306,750		537,700		(49,800	)		794,650		(1,064,955	)		1,031,106			760,801
Property and     equipment, net		203,461		295,500		—			498,961		—			—			498,961
Capitalized software,     net		67,730		16,800		—			84,530		—			—			84,530
Goodwill and other     intangibles, net		270,504		371,700		—			642,204		838,920			—			1,481,124
Deferred income     taxes		37,909		19,300		—			57,209		(19,300	)		—			37,909
Other long-term     assets		45,981		50,300		—			96,281		—			51,000	(y)		147,281
Total Assets	$	932,335	$	1,291,300	$	(49,800	)	$	2,173,835	$	(245,335	)	$	1,082,106		$	3,010,606
Liabilities and     Combined Equity:
Current Liabilities:
Short-term debt		30,815		19,600		—			50,415		(19,600	)		(30,815	)(x)		—
Current portion of     long-term debt		56,692		—		—			56,692		—			(48,692	)(x)		8,000
Accounts payable		122,085		132,200		(8,600	)		245,685		—			—			245,685
Accrued expenses		128,405		120,500		—			248,905		—			—			248,905
Total Current             Liabilities		337,997		272,300		(8,600	)		601,697		(19,600	)		(79,507	)		502,590
Long-term debt		282,609		—		—			282,609		—			1,136,663	(x)		1,419,272
Other liabilities		103,948		167,800		—			271,748		—			—			271,748
Total Liabilities		724,554		440,100		(8,600	)		1,156,054		(19,600	)		1,057,156			2,193,610
Total Combined             Equity		207,781		851,200		(41,200	)		1,017,781		(225,735	)		24,950	(x)		816,996
Total Liabilities             and             Combined             Equity	$	932,335	$	1,291,300	$	(49,800	)	$	2,173,835	$	(245,335	)	$	1,082,106		$	3,010,606

* For purposes of pro forma translation of the balance sheet items of the DiverseyLever group and the Unilever consumer brands business from euros to dollars, an exchange rate of .8717 euros, the exchange rate in effect on March 29, 2002 was used. This exchange rate was based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

49

Notes to Unaudited Pro Forma  Condensed Combined Balance Sheet  As of March 29, 2002

(dollars in thousands)

(1) Adjustments to reflect CMI’s acquisition of DiverseyLever

Purchase Price:
Cash	$	993,555
Senior discount note to Unilever		240,790
Unilever equity in JohnsonDiversey Holdings		343,475
Acquisition related costs		25,000
Total		1,602,820
Fair value of net assets acquired(i)		(763,900	)
Goodwill	$	838,920	(ii)

(i) For purposes of the pro forma presentation, the transfer of 100% of the DiverseyLever group net assets has been assumed, excluding cash, debt and deferred taxes. At the closing of the Acquisition, Unilever delivered to us assets, including equity interests, representing over 99% of the adjusted EBITDA of the DiverseyLever business for the twelve months ended June 30, 2001, as calculated in accordance with the acquisition agreement, and we paid Unilever 100% of the consideration for the DiverseyLever business. We are entitled to a purchase price adjustment if Unilever does not ultimately transfer the remaining assets and/or equity interests to us.

(ii) Goodwill

—Restructuring Liability

We are in the process of implementing a plan to consolidate operations and assess duplicative functions. Upon the finalization and formal approval of this plan a restructuring liability will be recorded. This will adjust the amount of goodwill from the amount stated above, and this adjustment may be significant.

—Intangibles

In connection with the Acquisition, some identified intangibles will be recorded and reclassified out of goodwill based on the finalization of a third-party appraisal. Those intangibles deemed to have finite lives will be amortized over their useful lives.

(2) Adjustments to reflect CMI’s financing of the Acquisition and repayment of CMI debt.

(x) To record debt under the new credit facilities and debt issuances aggregating $1,419,272, the concurrent repayment of $362,116 in existing CMI debt, a $25,000 cash equity investment from CMI’s parent and a $50 redemption on June 3, 2002 of all outstanding shares of CMI class A 8% cumulative preferred stock and class B 8% cumulative preferred stock. Included in the concurrent repayment amount is a $4,000 repayment on a note payable to Commercial Markets Holdco. Pro forma long-term debt excludes capital lease obligations of about $18,000, including about $8,000 of DiverseyLever capital lease obligations under two sale-leaseback arrangements for which Unilever is obligated to reimburse us under the acquisition agreement, and about $9,400 of DiverseyLever capital lease obligations that were included in the determination of post-closing adjustments to consideration. See “The Acquisition—Acquisition Consideration—Post-Closing Adjustments to Considerations.”

(y) To record financing costs of $51,000 related to the new credit facilities and debt issuances that were paid out of debt proceeds.

50

Unaudited Pro Forma Condensed Combined Statement of Income

For Twelve Months Ended

December 28, 2001

(dollars in thousands)

	CMI Historical			DiverseyLever Group Historical*			Unilever Consumer Brands Business*			Combined			Acquisition and Financing  Adjustments			Pro Forma
Net sales	$	1,134,776		$	1,645,830		$	(214,962	)	$	2,565,644		$	—		$	2,565,644
Cost of sales		562,239			706,034			(115,315	)		1,152,958			—			1,152,958
Gross profit		572,537			939,796			(99,647	)		1,412,686			—			1,412,686
Marketing, distribution, administrative and general     expenses		467,771			821,080			(72,698	)		1,216,153			(10,385	)(a)		1,205,768
Research and development expenses		37,796			27,128			(4,387	)		60,537			—			60,537
Operating profit		66,970			91,588			(22,562	)		135,996			10,385			146,381
Other expense (income):
Interest expense		17,436			20,413			(2,238	)		35,611			78,1	07(b)		113,718
Interest income		(614	)		(1,701	)		—			(2,315	)		—			(2,315	)
Other expense (income), net		2,899			(537	)		—			2,362			(9,848	)(c)		(7,486	)
Income before taxes		47,249			73,413			(20,324	)		100,338			(57,874	)		42,464
Provision for (benefit of) income taxes		14,934			33,484			(6,984	)		41,434			(21,413	)(d)		20,021
Net income (loss) before minority interests	$	32,315		$	39,929		$	(13,340	)	$	58,904		$	(36,461	)	$	22,443
Net income (loss)	$	32,194		$	38,677		$	(13,340	)	$	57,531		$	(36,461	)	$	21,070
Other financial data:
Gross profit margin		50.5	%		57.1	%		46.4	%		55.1	%		N/A			55.1	%
EBITDA (e)	$	109,247		$	187,027		$	(25,785	)	$	270,489		$	9,848	(c)	$	280,337
EBITDA margin (f)		9.6	%		11.4	%		12.0	%		10.5	%		N/A			10.9	%
Depreciation and amortization	$	45,176		$	94,902		$	(3,223	)	$	136,855		$	(10,385	)(a)	$	126,470

* For purposes of pro forma translation of income statement items of the DiverseyLever group and the Unilever consumer brands business from euros to dollars, an exchange rate of .8953 euros, representing the monthly weighted average exchange rate for the twelve months ended December 28, 2001, was used. The exchange rates used to compute the weighted monthly average rate were based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

51

Unaudited Pro Forma Condensed Combined Statement of Income

For the Three Months Ended

March 29, 2002

(dollars in thousands)

	CMI Historical			DiverseyLever Group Historical*			Unilever Consumer Brands Business*			Combined			Acquisition and Financing Adjustments			Pro Forma
Net sales	$	267,379		$	378,300		$	(51,900	)	$	593,779		$	—		$	593,779
Cost of sales		132,744			162,500			(26,800	)		268,444			—			268,444
Gross profit		134,635			215,800			(25,100	)		325,335			—			325,335
Marketing, distribution, administrative and     general expenses		110,283			191,800			(16,900	)		285,183			—			285,183
Research and development expenses		9,885			7,400			(1,200	)		16,085			—			16,085
Operating profit		14,467			16,600			(7,000	)		24,067			—			24,067
Other expense (income):
Interest expense		2,822			2,500			(400	)		4,922			27,199	(b)		32,121
Interest income		—			(200	)		—			(200	)		—			(200	)
Other expense (income), net		4,078			—			—			4,078			(2,700	)(c)		1,378
Income before taxes		7,567			14,300			(6,600	)		15,267			(24,499	)		(9,232	)
Provision for (benefit of) income taxes		2,428			1,500			(500	)		3,428			(9,065	)(d)		(5,637	)
Net income (loss) before minority interests	$	5,139		$	12,800		$	(6,100	)	$	11,839		$	(15,434	)	$	(3,595	)
Net income (loss)	$	5,166		$	12,500		$	(6,100	)	$	11,566		$	(15,434	)	$	(3,868	)
Other financial data:
Gross profit margin		50.4	%		57.0	%		48.4	%		54.8	%		N/A			54.8	%
EBITDA (e)	$	20,303		$	34,200		$	(7,600	)	$	46,903		$	2,700	(c)	$	49,603
EBITDA margin (f)		7.6	%		9.0	%		14.6	%		7.9	%		N/A			8.4	%
Depreciation and amortization	$	9,914		$	17,600		$	(600	)	$	26,914		$	—		$	26,914

* For purposes of pro forma translation of income statement items of the DiverseyLever group and the Unilever consumer brands business from euros to dollars, an exchange rate of .8764 euros, representing the monthly weighted average exchange rate for the three months ended March 29, 2002, was used. The exchange rates used to compute the weighted monthly average rate were based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

52

Notes to Unaudited Pro Forma

Condensed Combined Statements of Income

For the Periods Indicated

(dollars in thousands)

(a) Effective as of June 30, 2001, CMI adopted SFAS 142 “Goodwill and Other Intangibles.” As a result, goodwill is no longer amortized on the CMI Statement of Income beginning in fiscal 2002. The impact of the DiverseyLever group amortization (included in marketing, distribution, administrative and general expenses) of $10,385 relating to the six months ended December 28, 2001 has been excluded as a pro forma adjustment for the twelve months ended December 28, 2001.

(b) To reflect interest expense on the borrowings under the new credit facilities and issuance of the notes, along with amortization of deferred financing costs.

	Twelve Months Ended December 28, 2001			Three Months Ended March 29, 2002
Interest on new borrowings (1)	$	108,618		$	27,155
Deferred financing amortization (2)		5,100			1,275
Interest on existing borrowings		(35,611	)		(1,231	)
Total	$	78,107		$	27,199

(1)  At a weighted average interest rate of 7.65% per annum

(2)  Assumes 10-year amortization period

The borrowings under our new credit facilities bear interest at variable rates. After giving effect to the impact of interest rate swap transactions that we have entered into with respect to some of the borrowings under our new credit facilities, a ..0125 increase or decrease in the weighted average interest rate on the new borrowings would change pro forma interest expense by approximately $17,741 for the twelve months ended December 28, 2001 and $4,435 for the three months ended March 29, 2002.

(c) To record income, net of distribution expenses, attributable to the sales agency agreement relating to Unilever’s consumer brand products. See “The Acquisition—Related Agreements—Sales Agency Agreement” for a further discussion of the Unilever consumer brands business and sales agency relationship.

(d) Represents the income tax effect of the above adjustments at an assumed tax rate of 37.0%.

(e) EBITDA represents net income before minority interests, plus the provision for income taxes, net interest expense, depreciation expense and amortization expense. You should not consider EBITDA as an alternative to (1) operating profit (loss) or net income (loss) as a measure of our operating performance or (2) cash flow provided by operating, investing and financing activities (as determined in accordance with generally accepted accounting principles) as a measure of our ability to meet cash needs. We believe that EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods, particularly when acquisitions are involved, or non-operating factors, such as historical cost. Because not all companies calculate EBITDA identically, our method of calculation may not be comparable to similarly titled measures of other companies.

(f) EBITDA margin represents EBITDA as a percentage of net sales for the periods indicated.

53

SELECTED HISTORICAL FINANCIAL DATA

CMI

We derived the following selected historical consolidated financial data from the audited consolidated financial statements of CMI as of June 30, 2000, June 29, 2001 and December 28, 2001, for each of the fiscal years in the three-year period ended June 29, 2001 and for the six months ended December 28, 2001, and from the unaudited consolidated financial statements of CMI as of March 29, 2002 and for the six months ended December 29, 2000 and the three months ended March 30, 2001 and March 29, 2002. Those audited and unaudited consolidated financial statements are included elsewhere in this prospectus. You should read the following selected historical consolidated financial data in conjunction with those financial statements and the related notes, and with the information included in this prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Fiscal Year Ended									Six Months Ended						Three Months Ended
	July 2, 1999			June 30, 2000			June 29, 2001			December 29, 2000			December 28, 2001			March 30, 2001			March 29, 2002
	(dollars in thousands)
Selected Income     Statement Data:
Net sales	$	980,012		$	1,028,199		$	1,132,833		$	547,036		$	548,979		$	270,626		$	267,379
Gross profit		503,143			537,817			575,399			275,059			272,197			139,674			134,635
Marketing,             distribution,             administrative and             general expense		398,817			427,757			471,788			232,462			228,445			114,058			110,283
Operating profit		48,626			72,830			64,969			23,165			25,166			15,805			14,467
Interest expense,             net		16,341			11,294			18,258			8,381			6,945			5,071			2,822
Other (income) expense,     net		52			(17,195	)		(2,645	)		(3,403	)		2,141			1,375			4,078
Provision for income             taxes		17,312			28,868			16,512			6,486			4,908			3,121			2,428
Net income		14,837			49,658			32,607			11,560			11,147			6,233			5,166
Other Financial Data:
EBITDA (1)	$	78,459		$	123,941		$	117,363		$	49,300		$	41,184		$	26,204		$	20,303
Depreciation and             amortization		29,885			33,916			49,749			22,732			18,159			11,774			9,914
Capital             expenditures		24,923			32,934			61,791			40,371			32,929			23,139			14,075
Net cash provided by             operating             activities		66,251			72,385			141,588			25,823			10,373			71,088			4,666
Net cash used in             investing             activities		(26,923	)		(118,459	)		(194,178	)		(171,250	)		(31,063	)		(23,139	)		(12,432	)
Net cash provided by             (used in) financing             activities		(47,409	)		43,223			39,404			131,091			17,303			(45,901	)		11,187
Net sales growth		—			4.9	%		10.2	%		—			0.4	%		—			(1.2	)%
Gross margin		51.3	%		52.3	%		50.8	%		50.3	%		49.6	%		51.6	%		50.4	%
Operating margin		5.0	%		7.1	%		5.7	%		4.2	%		4.6	%		5.8	%		5.4	%
EBITDA margin (2)		8.0	%		12.1	%		10.4	%		9.0	%		7.5	%		9.7	%		7.6	%
Ratio of earnings to             fixed charges (3)		2.4			5.0			2.7			2.3			2.4			2.3			2.5

	As of
	June 30, 2000		June 29, 2001		December 28, 2001		March 29, 2002
	(dollars in thousands)
Selected Balance Sheet Data:
Cash and cash equivalents	$	23,607	$	11,801	$	8,093	$	11,649
Accounts receivable, net		219,714		183,308		161,619		163,792
Inventories		85,055		89,473		99,082		97,453
Accounts payable		115,479		151,568		132,617		122,085
Working capital (4)		189,290		121,213		128,084		139,160
Property, plant and equipment		204,465		208,288		207,060		203,461
Total assets		863,493		913,548		926,284		932,335
Total debt, including current portion (5)		298,463		342,642		361,783		370,116
Stockholders’ equity		214,603		226,537		209,660		207,781

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(1) EBITDA represents net income before minority interests, plus the provision for income taxes, net interest expense, depreciation expense and amortization expense.You should not consider EBITDA as an alternative to (a) operating profit (loss) or net income (loss) as a measure of our operating performance or (b) cash flow provided by operating, investing and financing activities (as determined in accordance with generally accepted accounting principles) as a measure of our ability to meet cash needs. We believe that EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods (particularly when acquisitions are involved) or nonoperating factors (such as historical cost). Accordingly, this information has been disclosed in this prospectus to permit a more complete comprehensive analysis of our operating performance relative to other companies and of our debt servicing ability. Because all companies do not calculate EBITDA identically, the presentation of EBITDA may not be comparable to similarly titled measures of other companies.

(2) EBITDA margin is defined as EBITDA as a percentage of net sales.

(3) Earnings consist of income before taxes plus fixed charges. Fixed charges consist of interest expense and the portion of rent expense that is representative of interest expense and excludes $592 of capital lease obligations.

(4) Working capital is defined as accounts receivable, net, plus inventories less accounts payable.

(5) Excludes $592 of capital lease obligations.

DiverseyLever Business

We derived the following selected historical financial data from the audited special-purpose combined accounts of the DiverseyLever group as of December 31, 1999, 2000 and 2001, and for each of the fiscal years then ended, and from the unaudited special-purpose combined accounts of the DiverseyLever group as of March 31, 2002 and for the three months ended March 31, 2001 and March 31, 2002. Those audited and unaudited special-purpose combined accounts have been prepared under U.K. generally accepted accounting principles and are included elsewhere in this prospectus. You should read the following selected historical combined financial data in conjunction with those accounts and the related notes, and the information in this prospectus set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The following selected historical financial data combine the results of the DiverseyLever business and the Unilever consumer brands business. The results of the Unilever consumer brands business have been included in the historical accounts as the consumer brands business was an integrated component of the DiverseyLever historical business. We acquired the DiverseyLever business in the Acquisition, but we did not acquire the Unilever consumer brands business, which consists of developing, manufacturing, marketing, distributing and selling products, such as Persil fabric detergent, Comfort fabric softener and Surf fabric detergent, that are branded with specified Unilever consumer brands, but which are sold directly or indirectly to institutional and industrial end-users. In connection with the Acquisition, we entered into a sales agency agreement with Unilever under which we act as Unilever’s exclusive sales agent in the sale of its consumer brand products to institutional and industrial end-users in most countries where DiverseyLever conducted its business prior to the Acquisition. See “The Acquisition—Related Agreements—Sales Agency Agreement.” For the twelve months ended December 28, 2001, net sales of Unilever’s consumer brand products in the institutional and industrial markets were about $215 million.

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	Fiscal Year Ended December 31,									Three Months Ended March 31,
	1999			2000			2001			2001			2002
	(euros in thousands)
Selected Profit and Loss Data:
Sales	€	1,698,900		€	1,834,700		€	1,838,300		€	445,600		€	431,600
Gross profit		972,200			1,028,600			1,047,200			254,800			244,600
Distribution, selling costs and     administrative expenses		842,200			984,300			926,400			219,800			230,000
Exceptional items     charge/(income)		(3,000	)		102,800			33,700			(1,900	)		10,400
Operating profit		130,000			44,300			121,400			35,000			14,500
Net interest expense		17,800			25,300			22,000			6,600			2,800
Net profit		73,800			6,300			52,600			17,500			10,900
Other Financial Data:
EBITDA (1)	€	183,000		€	115,300		€	193,700		€	53,500		€	32,700
Cash flow from operating     activities		103,100			163,400			112,400			22,600			3,900
Depreciation and amortization (2)		53,000			71,000			72,300			18,600			18,100
Capital expenditure and financial     investment		59,100			77,400			63,300			16,700			13,400
Turnover growth		—			8.0	%		0.2	%		—			(3.1	%)
Gross profit margin		57.2	%		56.1	%		57.0	%		57.2	%		56.7	%
Operating profit margin		7.7	%		2.4	%		6.6	%		7.9	%		3.4	%
EBITDA margin (3)		10.6	%		11.9	%		12.4	%		11.6	%		10.0	%

	As of December 31,						As of March 31,
	1999		2000		2001		2002
	(euros in thousands)
Selected Balance Sheet Data:
Accounts receivable, net	€	326,000	€	343,100	€	346,900	€	344,100
Inventories		200,000		174,200		172,900		181,100
Accounts payable		162,000		146,600		121,200		128,000
Working capital (4)		364,000		370,700		398,600		397,200
Tangible fixed assets		355,800		355,000		338,900		336,200
Total debt (5)		59,200		40,700		40,200		42,400
Net investment		534,800		558,000		564,900		560,900

(1) EBITDA represents earnings before net interest expense, taxes, depreciation (excluding exceptional depreciation arising from impairment) and amortization. You should not consider EBITDA as an alternative to (a) operating profit (loss) or net profit (loss) as a measure of our operating performance or (b) cash flow provided by operating, investing and financing activities (as determined in accordance with generally accepted accounting principles) as a measure of our ability to meet cash needs. We believe that EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a company’s operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods (particularly when acquisitions are involved) or non-operating factors (such as historical cost). Accordingly, this information has been disclosed in this prospectus to permit a more complete comprehensive analysis of our operating performance relative to other companies and of our debt servicing ability. Because all companies do not calculate EBITDA identically, the presentation of EBITDA may not be comparable to similarly titled measures of other companies.

(2) Depreciation and amortization does not include the exceptional depreciation charge in respect of tangible fixed assets written down in respect of restructuring projects but includes amortization of fixed asset investments.

(3) EBITDA margin is defined as EBITDA before exceptional items as a percentage of sales.

(4) Working capital is defined as accounts receivable, net (trade debtors) plus inventories (stocks), less accounts payable (trade creditors).

(5) Total debt includes obligations under finance leases.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading global marketer and manufacturer of cleaning, hygiene and appearance products and related services for the institutional and industrial cleaning and sanitation market. We are also a leading global supplier of environmentally compliant, water-based acrylic polymer resins, principally for the industrial printing and packaging and coatings markets. The Acquisition combined the DiverseyLever business, the institutional and industrial cleaning and sanitation business of Unilever, with our historical CMI business. For the twelve months ended December 28, 2001, our professional business generated 91.4% of our net sales, and our polymer business generated the remaining 8.6%.

In the following discussion and analysis of financial condition and results of operations, the financial condition and results of operations of CMI and DiverseyLever are discussed separately and principally on a historical basis. In light of the Acquisition and our plans for future operations, the historical discussion is of somewhat limited relevance to our expected results. In particular, the discussion refers to, but does not quantify, our plans for the businesses subsequent to the Acquisition, including our expectations that we will increase revenues through cross-selling and an expansion of our global customer base, lower costs by improving manufacturing efficiencies and rationalizing the number of products that we sell, and benefit from leveraging the complementary distribution capabilities of CMI’s network of distributors and DiverseyLever’s direct sales force. Also, we plan to continue and, in some instances, expand upon restructuring initiatives implemented by DiverseyLever. The impact of continuing those initiatives, which include the standardization of product lines by reducing the number of SKUs and excess capacity, are not quantified in the following discussion. Furthermore, we may incur significant charges in the next three years in an effort to capitalize on anticipated revenue growth and cost savings opportunities associated with the Acquisition and to continue and expand on the restructuring initiatives. It is likely that these activities will have a significant impact on our results of operations over the next several years and may also have a significant impact on our liquidity and capital resources.

CMI

General

Until November 5, 1999, CMI was a wholly owned subsidiary of S.C. Johnson & Son, Inc. On November 5, 1999, CMI completed its separation from S.C. Johnson & Son in a tax-free spin-off to descendants of Samuel Curtis Johnson and the other stockholders of S.C. Johnson & Son.

During fiscal year 1999, prior to, but in connection with, the spin-off from S.C. Johnson & Son, the board of directors of CMI approved and implemented a restructuring plan designed to reduce administrative costs. CMI recorded a $16.9 million charge in fiscal year 1999 as a result of the restructuring.

One significant divestiture and two significant acquisitions materially affected CMI’s results of operations for the periods presented in this management’s discussion and analysis. On October 31, 1999, in the second quarter of fiscal year 2000, CMI sold PCO Canada, a pest control business, for $25.8 million and realized a pre-tax gain of $15.2 million from the sale. In April 2000, CMI acquired Teepol, Ltd., a Japanese provider of dishwashing, sanitation and rest-room supplies, for $116.6 million in cash. Finally, in September 2000, during the first quarter of fiscal year 2001, CMI acquired the stock of The Butcher Company, a U.S. manufacturer of floor care, dilution control and commercial cleaning, hygiene and appearance products, for $131.5 million. The impact of those transactions is described in the following period to period comparisons.

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Critical Accounting Policies

The preparation of our financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from these estimates under different assumptions or conditions. We believe that our most critical accounting policies, which require management’s most difficult and subjective judgments, are as follows:

Revenue Recognition.    CMI recognizes revenue on product sales at the time title transfers to the customer. CMI records an estimated reduction to revenue for customer programs and incentive offerings including allowances and other volume-based incentives. If market conditions were to decline, CMI may take actions to increase customer incentive offerings, possibly resulting in a reduction of gross profit margins in the period during which the incentive is offered.

Estimating Reserves and Allowances.     Management estimates inventory reserves based on the quality of product and the overall quantities as compared to historical demand. Further, management estimates the allowance for doubtful accounts by analyzing accounts receivable balances by age, applying historical trend rates and specifically reserving for identified customer balances that are deemed probable as uncollectible.

Management’s current estimated ranges of liabilities relating to litigation and environmental claims are based on management’s best estimate of future costs. CMI records those costs based on what management believes is the most probable amount of the liability or, where no amount within a range is a better estimate of the potential liability, at the minimum amount.

Pension and Post-Retirement Benefits.    CMI sponsors pension and post-retirement plans in various countries, including the United States, that are separately funded. Several statistical and judgmental factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. These factors include assumptions about the discount rate, expected return on plan assets, rate of future compensation increases and health care cost trends, as determined by CMI and its actuaries. In addition, CMI’s actuarial consultants also use subjective factors, such as withdrawal and mortality rates, to estimate these factors. The actuarial assumptions used by CMI may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates, longer or shorter life spans of participants and changes in actual costs of health care. Actual results may significantly affect the amount of pension and other post-retirement benefit expenses recorded by CMI. Due to declines in investment returns on assets in the plans since June 30, 2001 and a decline in the discount rate, it is expected that the pension and post-retirement benefit expenses for fiscal year 2002 will be significantly higher than in recent years.

Self-Insurance Reserves.    CMI self-insures health care claims of eligible participating employees subject to specified deductibles and limitations. Management determines claims that have been incurred, but not reported based on actual claims history, adjusted for current trends as provided by the plan administrators. A change in these assumptions could cause actual results to differ from those reported.

Income Taxes.    Management judgment is required in determining the provision for income taxes, deferred income tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. As part of the process of preparing CMI’s consolidated financial statements, management is required to estimate income taxes in each of the jurisdictions in which CMI operates. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and book accounting purposes. These differences result in

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deferred tax assets and liabilities, which are included within CMI’s consolidated balance sheet. Management must then assess the likelihood that deferred tax assets will be recovered from future taxable income and, to the extent management believes that recovery is not likely, a valuation allowance must be established. To the extent that a valuation allowance is established or increased, an expense within the tax provision is included in CMI’s consolidated statement of income.

Goodwill and Long-Lived Assets.     Effective June 30, 2001, CMI adopted Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangibles.” SFAS No. 142 addresses financial accounting and reporting for goodwill and other intangible assets subsequent to their acquisition. Upon adoption of SFAS No. 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill is subject to at least an annual assessment for impairment by applying a fair-value-based test. Other intangible assets are required to be separately recognized if the benefit of the intangible asset can be sold, transferred, licensed, rented or exchanged. Amortization of these intangibles over their useful lives is required. Effective June 30, 2001, CMI also adopted SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.”

In accordance with SFAS Nos. 142 and 144, management periodically reviews its long-lived assets, including intangible assets and goodwill, for impairment and assesses whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded, if any, is calculated by the excess of the asset’s carrying value over its estimated fair value. Management also periodically reassesses the estimated remaining useful lives of its long-lived assets. Changes to estimated useful lives would impact the amount of depreciation and amortization expense recorded in earnings. As of December 28, 2001, CMI completed a fair value impairment analysis as required by SFAS Nos. 142 and 144. Based on this assessment no impairments were identified.

Foreign Currency Translation.    CMI operates in many foreign countries and has many intercompany relationships with its foreign subsidiaries. The determination of functional currencies as well as the translation of the foreign entity financial statements and intercompany receivables and payables for purposes of consolidating our operations is an extensive process. CMI translates foreign currency balance sheet items of international subsidiaries at the exchange rate in effect on the date as of which an item is presented. CMI translates foreign currency revenues and expenses at a monthly weighted average rate for each period presented. CMI records gains and losses resulting from foreign currency transactions as a component of other (income) expense, net. Transaction gains and losses for the periods presented, other than losses attributable to the devaluation of the Argentine peso and as otherwise noted in the following period to period comparisons, have not been significant.

Segment Reporting

CMI’s segment reporting is comprised of two operating segments: professional and polymer. See note 23 to CMI’s consolidated financial statements for the fiscal years ended July 2, 1999, June 30, 2000 and June 29, 2001 and for the six months ended December 29, 2000 and December 28, 2001 and note 8 to JohnsonDiversey’s consolidated financial statements for the three months ended March 29, 2002 included elsewhere in this prospectus.

Three Months Ended March 29, 2002 Compared to Three Months Ended March 30, 2001

Net Sales.    Net sales declined by $3.2 million, or 1.2%, to $267.4 million for the three months ended March 29, 2002 from $270.6 million for the three months ended March 30, 2001. Net sales for the professional segment declined by $6.8 million, or 3.1%, to $210.2 million for the three months ended March 29, 2002 from $217.0 million for the three months ended March 30, 2001. This decline

59

was primarily the result of the strengthening of the dollar against various foreign currencies, primarily the yen and the real, which reduced net sales in the quarter by $11.0 million. Excluding the impact of foreign currency translations, the professional segment's net sales increased by $4.2 million, or 2.0%, to $210.2 million for the three months ended March 29, 2002 from $206.0 million for the three months ended March 30, 2001. This increase in net sales, exclusive of the impact of foreign currency translations, was largely attributable to (1) an 8.5% increase in European net sales primarily as a result of incremental international sales attributable to Butcher and core business growth, (2) an 8.9% increase in Asia-Pacific region net sales due to strong growth in all sectors, most notably retail and food and lodging, and (3) a 5.4% increase in Latin American net sales driven by strong growth in the retail sector in Mexico. Net sales, exclusive of the impact of foreign currency translations, were stable between the periods in North America and Japan.

Net sales for the polymer segment, including intercompany sales to the professional segment of $4.6 million, increased by $2.7 million, or 4.5%, to $61.9 million for the three months ended March 29, 2002 from $59.2 million for the three months ended March 30, 2001. The growth resulted primarily from higher sales volumes in all regions, largely in the printing and packaging and coatings markets. These volume increases were partially offset by lower average selling prices due mainly to the global economic downturn.

Gross Profit.    Gross profit declined by $5.1 million, or 3.6%, to $134.6 million for the three months ended March 29, 2002 from $139.7 million for the three months ended March 30, 2001, while gross profit margin declined to 50.4% from 51.6% between the two periods. The professional segment’s gross profit declined by $10.0 million, or 8.4%, to $108.8 million for the three months ended March 29, 2002 from $118.8 million for the three months ended March 30, 2001, while the segment’s gross profit margin declined to 51.8% from 54.8%. The decline resulted primarily from increases in customer rebates and other allowances designed to generate sales growth, and weakened foreign currencies, which increased the costs of imported raw materials for some of the professional segment’s foreign subsidiaries.

The polymer segment’s gross profit increased by $4.9 million, or 23.5%, to $25.8 million for the three months ended March 29, 2002 from $20.9 million for the three months ended March 30, 2001, while gross profit margin increased to 41.7% from 35.3% for those same periods. The increase was attributable primarily to a significant reduction in the price of styrene, a key raw material, and manufacturing efficiencies.

Marketing, Distribution, Administrative and General Expenses.    Marketing, distribution, administrative and general expenses declined by $3.8 million, or 3.3%, to $110.3 million for the three months ended March 29, 2002 from $114.1 million for the three months ended March 30, 2001. The decline was attributable primarily to the cessation of goodwill amortization upon the adoption by CMI of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangibles,” at the beginning of fiscal year 2002. Excluding the impact of SFAS No. 142, marketing, distribution, administrative and general expenses increased by $0.8 million for the three months ended March 29, 2002 compared to the three months ended March 30, 2001 due to non-capitalizable costs incurred in the three months ended March 29, 2002 in connection with the Acquisition, and incremental amortization of capitalized software costs. These costs were largely offset by CMI’s continued focus on cost management.

Interest Expense, Net.    Net interest expense declined by $2.3 million, or 44.4%, to $2.8 million for the three months ended March 29, 2002 from $5.1 million for the three months ended March 30, 2001. The decline resulted primarily from the reduced cost of borrowing as a result of the receivables securitization program that CMI implemented in March 2001.

Other Income/Expense.    Other expense increased by $2.7 million to $4.1 million of expense for the three months ended March 29, 2002 from $1.4 million of expense for the three months ended

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March 30, 2001. The increase in other expense was due primarily to a $3.4 million foreign currency translation loss incurred during the three months ended March 29, 2002 due to the devaluation of the Argentine peso in December 2001.

Provision for Income Taxes.    CMI’s effective tax rate was 32.1% for the three months ended March 29, 2002 compared to 33.3% for the three months ended March 30, 2001. The lower effective tax rate is primarily due to lower sustainable foreign tax rates, mainly in Japan, and the utilization of foreign tax credits.

Net Income.    Net income declined by $1.0 million, or 17.1%, to $5.2 million for the three months ended March 29, 2002 from $6.2 million for the three months ended March 30, 2001. The decline was due primarily to the decline in gross profit discussed above and the increase in other expense resulting from the devaluation of the Argentine peso. Partially offsetting this decline was the favorable impact of the adoption of SFAS No. 142, reduced net interest expense and the lower effective tax rate.

EBITDA.    EBITDA is defined as net income before minority interests, plus the provision for income taxes, net interest expense, depreciation expense and amortization expense. EBITDA declined by $5.9 million, or 22.5%, to $20.3 million for the three months ended March 29, 2002 from $26.2 million for the three months ended March 30, 2001. EBITDA margin, or EBITDA as a percentage of net sales, was 7.6% for the three months ended March 29, 2002 compared to 9.7% for the three months ended March 30, 2001. The decline resulted primarily from the reduced net sales and lower gross profit margins in the professional business discussed above, the non-capitalizable costs incurred in connection with the Acquisition, and the devaluation of the Argentine peso. The decline in EBITDA was partially offset by CMI’s continued focus on cost management.

Six Months Ended December 28, 2001 Compared to Six Months Ended December 29, 2000

Net Sales.     Net sales increased by $2.0 million, or 0.4%, to $549.0 million for the six months ended December 28, 2001 from $547.0 million for the six months ended December 29, 2000. Net sales for the professional segment increased by $1.0 million, or 0.2%, to $437.4 million for the six months ended December 28, 2001 from $436.4 million for the six months ended December 29, 2000. Professional net sales increased (1) by 8.1% in Europe due primarily to incremental international sales attributable to Butcher and core business growth, (2) by 6.3% in the Asia-Pacific region due to strong growth in all sectors, most notably retail and food and lodging and (3) by 6.0% in North America due primarily to incremental sales attributable to Butcher. These increases were partially offset by sales declines of 13.3% in Latin America and 9.3% in Japan, which were largely attributable to weak economies. In addition, the strengthening of the dollar against certain foreign currencies (primarily the yen and the real) reduced the growth in net sales by $19.7 million. Excluding the impact of foreign currency translations and all net sales from businesses acquired or divested during the six months ended December 29, 2000 or December 28, 2001, the professional segment’s net sales increased by $8.5 million, or 2.1%, to $406.1 million for the six months ended December 28, 2001 from $397.6 million for the six months ended December 29, 2000.

Net sales for the polymer segment, including intercompany sales to the professional segment of $9.4 million, increased by $0.9 million, or 0.8%, to $120.9 million for the six months ended December 28, 2001 from $120.0 million for the six months ended December 29, 2000. The growth resulted primarily from the addition of new customers and an increased share of business of existing customers, despite difficult economic conditions.

Gross Profit.    Gross profit declined by $2.9 million, or 1.0%, to $272.2 million for the six months ended December 28, 2001 from $275.1 million for the six months ended December 29, 2000, while gross profit margin declined to 49.6% from 50.3% between the two periods. The professional

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segment’s gross profit declined by $8.4 million, or 3.6%, to $225.0 million for the six months ended December 28, 2001 from $233.4 million for the six months ended December 29, 2000, while gross profit margin declined to 51.4% from 53.5%. The decline resulted primarily from increases in customer rebates and allowances to generate sales growth, and weakened foreign currencies, which increased the costs of imported raw materials for some of CMI’s foreign subsidiaries.

The polymer segment’s gross profit increased by $5.5 million, or 13.3%, to $47.2 million for the six months ended December 28, 2001 from $41.7 million for the six months ended December 29, 2000, while gross profit margin increased to 39.0% from 34.7% for those same periods. The increase was attributable primarily to a significant reduction in the price of styrene, a key raw material, and manufacturing efficiencies.

Marketing, Distribution, Administrative and General Expenses.    Marketing, distribution, administrative and general expenses declined by $4.1 million, or 1.7%, to $228.4 million for the six months ended December 28, 2001 from $232.5 million for the six months ended December 29, 2000. The decline was attributable primarily to the cessation of goodwill amortization upon the adoption by CMI of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangibles,” at the beginning of fiscal year 2002. Excluding the impact of SFAS No. 142, marketing, distribution, administrative and general expenses increased by $4.7 million for the six months ended December 28, 2001 compared to the six months ended December 29, 2000 due to non-capitalizable costs incurred in the six months ended December 28, 2001 in connection with the Acquisition, and incremental amortization of capitalized software costs.

Interest Expense, Net.    Net interest expense declined by $1.5 million, or 17.1%, to $6.9 million for the six months ended December 28, 2001 from $8.4 million for the six months ended December 29, 2000. The decline resulted primarily from the reduced cost of borrowing as a result of the receivables securitization program that CMI implemented in March 2001. See “Description of Other Indebtedness—Accounts Receivable Securitization.”

Other Income/Expense.    Other income/expense declined by $5.5 million to $2.1 million of expense for the six months ended December 28, 2001 from $3.4 million of income for the six months ended December 29, 2000. The shift to net expense from income was due primarily to a $2.0 million foreign currency translation loss due to the devaluation of the Argentine peso in December 2001. Other income for the six months ended December 29, 2000 included a one-time, pre-tax gain of $3.0 million related to the sale by CMI on July 1, 2000 of its interest in Acurid, a non-strategic pest control joint venture.

Provision for Income Taxes.    CMI’s effective tax rate was 30.5% for the six months ended December 28, 2001 compared to 35.7% for the six months ended December 29, 2000. The lower effective tax rate is primarily due to lower sustainable foreign tax rates, mainly in Japan, and the utilization of foreign tax credits.

Net Income.    Net income declined by $0.5 million, or 3.6%, to $11.1 million for the six months ended December 28, 2001 from $11.6 million for the six months ended December 29, 2000. The decline in net income was due primarily to the decline in gross profit, incremental amortization of capitalized software costs and the devaluation of the Argentine peso in the six months ended December 28, 2001, partially offset by the impact of the adoption of SFAS No. 142, reduced net interest expense and the lower effective tax rate for the six months ended December 28, 2001. Positively impacting net income for the six months ended December 29, 2000 was the one-time divestiture gain from the sale of CMI’s interest in the Acurid joint venture.

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EBITDA.    EBITDA declined by $8.1 million, or 16.5%, to $41.2 million for the six months ended December 28, 2001 from $49.3 million for the six months ended December 29, 2000. EBITDA margin was 7.5% for the six months ended December 28, 2001 compared to 9.0% for the six months ended December 29, 2000. The decline resulted primarily from the devaluation of the Argentine peso, lower gross profit margins in the professional business and non-capitalizable costs incurred in connection with the Acquisition in the six months ended December 28, 2001. EBITDA for the six months ended December 29, 2000 reflects the positive effect of the one-time divestiture gain from the sale of CMI’s interest in the Acurid joint venture.

Year Ended June 29, 2001 Compared to Year Ended June 30, 2000

Net Sales.    Net sales increased by $104.6 million, or 10.2%, to $1,132.8 million for fiscal year 2001 from $1,028.2 million for fiscal year 2000. Net sales for CMI’s professional segment increased $109.9 million, or 13.7%, to $912.6 million for fiscal year 2001 from $802.7 million for the prior fiscal year. The growth was due primarily to $53.6 million in incremental net sales attributable to Butcher, which was acquired in September 2000, and $71.2 million of incremental net sales attributable to Teepol, which was acquired in April 2000, partially offset by a $9.2 million decline in net sales attributable to the October 1999 divestiture of PCO Canada, a pest control business, and the strengthening of the dollar against certain foreign currencies in fiscal year 2001, which reduced net sales by $32.2 million. Excluding the impact of currency translation and net sales from businesses acquired or divested during fiscal year 2000 or 2001, the professional segment’s net sales grew by 3.2% in fiscal year 2001.

The net sales of CMI’s polymer segment, including intercompany sales to the professional segment of $20.3 million, declined by $2.9 million, or 1.2%, to $240.5 million for fiscal year 2001 from $243.4 million for fiscal year 2000, despite a 3% increase in unit volume sales. The decline in net sales resulted from a greater percentage of the segment’s global sales occurring in Europe, where average prices were lower than in other regions.

Gross Profit.    Gross profit increased by $37.6 million, or 7.0%, to $575.4 million for fiscal year 2001 from $537.8 million for fiscal year 2000, while gross profit margin declined to 50.8% from 52.3% between the two periods. The professional segment’s gross profit increased by $55.9 million, or 12.8%, to $491.0 million for fiscal year 2001 from $435.1 million for fiscal year 2000, while gross profit margin declined to 53.8% from 54.2%. The decline in the segment’s gross profit margin resulted primarily from a 46.6% gross profit margin associated with sales by Butcher, which CMI acquired in September 2000, and reduced prices and higher imported raw material costs in South America.

The polymer segment’s gross profit declined by $18.3 million, or 17.8%, to $84.4 million for fiscal year 2001 from $102.7 million for fiscal year 2000, while gross profit margin declined to 35.1% from 42.2% between the two periods, primarily because of an increase in the price of styrene, a key raw material.

Marketing, Distribution, Administrative and General Expenses.    Marketing, distribution, administrative and general expenses increased by $44.0 million, or 10.3%, to $471.8 million for fiscal year 2001 from $427.8 million for the prior fiscal year. The increase resulted from higher sales force expenses attributable primarily to the Butcher and Teepol acquisitions and increased spending on strategic initiatives relating to the supply chain and new computer systems. Marketing, distribution, administrative and general expenses remained constant at 41.6% of net sales for fiscal years 2000 and 2001.

Interest Expense, Net.    Net interest expense increased by $7.0 million, or 61.9%, to $18.3 million for fiscal year 2001 from $11.3 million for the prior fiscal year. The increase resulted primarily from additional debt incurred in connection with the Butcher and Teepol acquisitions.

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Other Income/Expense.    Other income/expense declined by $14.6 million, or 84.6%, to $2.6 million of income for fiscal year 2001 from $17.2 million of income for fiscal year 2000. This decline was due primarily to lower one-time gains on divestitures in fiscal year 2001. In fiscal year 2000, CMI realized a $15.2 million one-time, pre-tax gain on the divestiture of PCO Canada and a $6.0 million one-time, pre-tax gain on the sale of unutilized property in Japan. These gains were partially offset by other net expenses of $4.0 million incurred in fiscal year 2000 largely in connection with the legal separation from S.C. Johnson & Son in November 1999. In addition, in fiscal year 2001, CMI realized a one-time, pre-tax gain of $3.0 million related to the sale of its interest in the Acurid joint venture.

Provision for Income Taxes.    CMI’s effective tax rate was 33.5% for fiscal year 2001 compared to 36.7% for fiscal year 2000. The lower effective tax rate is attributable primarily to lower sustainable foreign tax rates, mainly in Japan, and the utilization of foreign tax credits.

Net Income.    Net income declined by $17.1 million, or 34.4%, to $32.6 million for fiscal year 2001 from $49.7 million for fiscal year 2000. The decline in net income resulted primarily from the significant one-time gains in fiscal year 2000 from the divestiture of PCO Canada and the sale of unutilized property in Japan discussed above. Excluding the after-tax impact of one-time divestitures and property sales from both fiscal years, net income declined $5.7 million, or 15.7%, to $30.6 million for fiscal year 2001 from $36.3 million for fiscal year 2000. That decline was due largely to an increase in net interest expense for fiscal year 2001 as a result of the additional debt incurred in connection with the Butcher and Teepol acquisitions.

EBITDA.    EBITDA declined by $6.5 million, or 5.2%, to $117.4 million for fiscal year 2001 from $123.9 million for fiscal year 2000. EBITDA margin was 10.4% for fiscal year 2001 compared to 12.1% for fiscal year 2000. The decline in EBITDA for fiscal year 2001 primarily resulted from CMI’s lower other income, increased sales force expenses and increased spending on strategic initiatives. The decline in EBITDA was offset partially by an increase in net sales in the professional segment.

Year Ended June 30, 2000 Compared to Year Ended July 2, 1999

Net Sales.    Net sales increased by $48.2 million, or 4.9%, to $1,028.2 million for fiscal year 2000 from $980.0 million for fiscal year 1999. Net sales for CMI’s professional segment increased by $34.9 million, or 4.5%, to $802.7 million for fiscal year 2000 from $767.8 million for fiscal year 1999. The growth in the professional segment’s net sales resulted primarily from incremental net sales of $26.3 million from Teepol, which was acquired in April 2000. A $15.9 million decline in net sales associated with PCO Canada, which was divested in October 1999, partially offset the increase in net sales. Fluctuations in foreign currency exchange rates did not have a significant impact on net sales between years. Excluding net sales from businesses acquired or divested during fiscal year 1999 or 2000, the professional segment’s net sales grew by 6.4%. All geographic regions contributed to this core growth, with particularly strong performance in Europe, due to strategic customer gains in the food and lodging end-user sector, and the Asia-Pacific region, due to successful sales programs in the BSC and retail end-user sectors.

Net sales for the polymer segment, including intercompany sales to the professional segment of $17.9 million, increased by $18.9 million, or 8.4%, to $243.4 million for fiscal year 2000 from $224.5 million for fiscal year 1999. In Japan, sales volume increased by 38% in fiscal year 2000 from fiscal year 1999 due to market share growth in the printing and packaging industry. In the Asia Pacific region, excluding Japan, sales volume increased by 20% as a result of the expansion of the polymer business in China. In Europe, the polymer segment achieved 21% volume growth in the printing and packaging and coatings industries. Finally, sales volume in North America grew 4% as significant new volume in the personal care segment was offset partially by the loss of architectural coatings volume.

Gross Profit.    Gross profit increased by $34.7 million, or 6.9%, to $537.8 million for fiscal year 2000 from $503.1 million for fiscal year 1999, while gross profit margin increased to 52.3% from 51.3%

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between the two periods. The professional segment’s gross profit increased by $27.4 million, or 6.7%, to $435.1 million for fiscal year 2000 from $407.7 million for fiscal year 1999, while the segment’s gross profit margin increased to 54.2% from 53.1%. The increase in gross profit margin was due largely to enhanced supply-chain management, resulting from global cost reductions.

The polymer segment’s gross profit increased by $7.3 million, or 7.6%, to $102.7 million for fiscal year 2000 from $95.4 million for fiscal year 1999, while gross profit margin declined to 42.2% for fiscal year 2000 from 42.5% for fiscal year 1999 because of increased prices in fiscal year 2000 for styrene, a key raw material. The segment’s manufacturing costs also increased as resin capacity was expanded with the launch of two new resin reactors in Europe in fiscal year 2000. This expansion increased depreciation and operator/engineering costs.

Marketing, Distribution, Administrative and General Expenses.    Marketing, distribution, administrative and general expenses increased by $29.0 million, or 7.3%, to $427.8 million for fiscal year 2000 from $398.8 million for fiscal year 1999. These expenses also increased as a percentage of net sales to 41.6% for fiscal year 2000 from 40.7% for fiscal year 1999. The increase in marketing, distribution, administrative and general expenses resulted primarily from $13 million of additional expenses due to the acquisition of Teepol, $12 million of increased profit sharing expenses attributable to the improved financial results in fiscal year 2000 and $5 million of investments in strategic initiatives.

Interest Expense, Net.    Net interest expense declined by $5.0 million, or 30.7%, to $11.3 million for fiscal year 2000 from $16.3 million for fiscal year 1999 despite an increase in the level of indebtedness late in the fiscal year resulting primarily from the Teepol acquisition. The lower net interest expense resulted from significantly lower costs of borrowing from third parties after CMI legally separated from S.C. Johnson & Son in November 1999 and improved cash management efforts.

Other Income/Expense.    Other income/expense increased by $17.3 million to $17.2 million of income for fiscal year 2000 from $0.1 million of expense for fiscal year 1999. The shift to income for fiscal year 2000 was attributable primarily to one-time, pre-tax gains of $15.2 million from the divestiture of PCO Canada and $6.0 million from the sale of unutilized property in Japan. These gains were partially offset by other net expenses of $4.0 million incurred in fiscal year 2000 largely in connection with the legal separation from S.C. Johnson & Son in November 1999.

Provision for Income Taxes.    CMI’s effective tax rate was 36.7% for fiscal year 2000 compared to 53.7% for fiscal year 1999. The lower effective tax rate was attributable primarily to lower sustainable foreign tax rates, primarily in Japan, and the utilization of foreign tax credits.

Net Income.    Net income increased by $34.8 million to $49.7 million for fiscal year 2000 from $14.8 million for fiscal year 1999. The increase resulted primarily from one-time gains in fiscal year 2000 from the divestiture of PCO Canada and the sale of unutilized property in Japan, as well as the non-recurrence in fiscal year 2000 of $16.9 million of restructuring expenses, primarily severance costs, incurred in fiscal year 1999 in connection with an initiative to reduce administrative costs. Excluding the one-time divestiture and property sale gains in fiscal year 2000 and the restructuring expenses for fiscal year 1999, net income would have been $36.3 million for fiscal year 2000 and $22.6 million for fiscal year 1999. This increase in net income was due in large part to the favorable impact of increased sales and gross margins, reduced interest expense, net and lower effective tax rates, and was offset partially by the increase in marketing, distribution, administrative and general expenses.

EBITDA.    EBITDA increased by $45.4 million, or 57.8%, to $123.9 million for fiscal year 2000 from $78.5 million for fiscal year 1999. EBITDA margin increased to 12.1% for fiscal year 2000 from 8.0% for fiscal year 1999. Excluding the $16.9 million of restructuring expenses in fiscal year 1999, EBITDA would have been $95.4 million and EBITDA margin would have been 9.7% for fiscal year 1999. The remainder of the increase in fiscal year 2000 EBITDA is a result of the sales growth and overall cost management efforts discussed above.

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DiverseyLever

General

For the period covered by the special-purpose combined accounts, DiverseyLever was a fully integrated business of Unilever. DiverseyLever has manufacturing facilities and selling activities throughout the world and during such period, comprised the institutional and industrial cleaning and sanitation business of Unilever.

Relationships with Unilever are of particular significance to DiverseyLever. DiverseyLever has relied on Unilever and other Unilever group companies to provide various services including, but not limited to, treasury, legal, tax planning and compliance, and other support services, as necessary. As described in note 27 to the special-purpose combined accounts, throughout the period covered by the accounts, DiverseyLever has entered into a number of transactions with other Unilever businesses. Among other transactions, DiverseyLever products are sold to, and DiverseyLever purchases products from, other Unilever businesses; in a number of countries, DiverseyLever utilizes sites shared with or operated by other Unilever businesses and DiverseyLever-owned sites are used by other Unilever businesses; certain DiverseyLever operations receive from, or provide to, other Unilever businesses administration or similar support services; DiverseyLever uses central management and research and development services provided by Unilever; DiverseyLever employees participate in a number of pension plans and other employee benefit arrangements operated by other Unilever businesses; various DiverseyLever operations are included in Unilever tax groups; in a number of countries, DiverseyLever participates in cash sweep arrangements operated by Unilever and receives part of its funding through accounts with other Unilever businesses; and DiverseyLever is financed through a combination of long-term loans and share capital invested by Unilever.

Accounting Policies.    As a fully integrated business of Unilever, DiverseyLever does not prepare separate accounts in accordance with U.K. GAAP. As described under paragraph 2 of “Accounting Information and Policies,” the special-purpose combined accounts have been prepared under the historical cost convention and in accordance with U.K. Accounting Standards. The special-purpose combined accounts are not necessarily representative or indicative of the financial position, results of operations or cash flows that would have been obtained had DiverseyLever operated independently or under separate ownership.

Currency of Presentation.    DiverseyLever uses the euro as its principal reporting currency. In preparing the special-purpose combined accounts, the profit and loss accounts, the cash flow statements and all other movements in assets and liabilities of individual companies and operations are translated into euros at annual average rates of exchange. The balance sheets, other than the “Net Investment of Unilever,” are translated into euros at year-end rates of exchange.

Segment Reporting.    DiverseyLever’s segment reporting is comprised of five geographic segments: Europe; North America; Africa, Middle East and Turkey; Asia Pacific; and Latin America. During 2001, DiverseyLever generated 52.4% of total sales in Europe, 26.9% in North America, 8.9% in Asia Pacific, 6.8% in Latin America and 5.0% in Africa, Middle East and Turkey. For 2001, DiverseyLever generated 74.3% of operating profit before exceptional items in Europe, 9.0% in Asia Pacific, 7.9% in Latin America, 4.6% in North America, and 4.3% in Africa, Middle East and Turkey. See note 1 to the special-purpose combined accounts, which sets forth sales and operating profit before exceptional items by geographic segment for 2001, 2000 and 1999 and net operating assets and net amounts owed to/(receivable from) other Unilever businesses by geographic segment for 2001 and 2000.

Unilever Consumer Brands.    DiverseyLever’s sales includes sales by DiverseyLever of Unilever’s consumer brand products, which during 2001, 2000 and 1999 accounted for €240.1 million (13.1%), €224.3 million (12.2%) and €190.0 million (11.2%), respectively, of DiverseyLever’s sales. Following

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the closing of the Acquisition, CMI will sell Unilever’s consumer brand products to professional end-users on an agency basis pursuant to the sales agency agreement. See “The Acquisition—Related Agreements—Sales Agency Agreement.”

Restructuring.    During the period covered by the special-purpose combined accounts, DiverseyLever has implemented a restructuring program involving the standardization of product lines, the rationalization of manufacturing sites and sales and administration activities and the disposal of non-core operations. The restructuring program, which was announced in February 2000, is planned to be completed by 2004. Charges for restructuring exceptional items amounted to €41.9 million in 2001, €104.0 million in 2000 and €3.9 million in 1999. The restructuring charge includes the following projects and costs:

· Rationalization of the European supply chain;

· Rationalization of European sales and administration activities;

· Rationalization and integration of North American operations;

· Rationalization of activities in developing markets; and

· Standardization of product lines.

For a discussion of these restructuring charges, see “—Year Ended December 31, 2001 Compared to Year Ended December 31, 2000—Exceptional Items,” “—Year Ended December 31, 2000 Compared to Year Ended December 31, 1999—Exceptional Items” and note 5 to the special-purpose combined accounts.

U.S. GAAP Reconciliation.     The special-purpose combined accounts are prepared in accordance with U.K. GAAP, which differs in certain significant respects from U.S. GAAP. A comparison of net profit (net income) and net investment (stockholders’ equity) determined under U.K. GAAP and after reflecting the significant adjustments which would be made if U.S. GAAP were to be applied instead of U.K. GAAP is described under “Summary of significant differences between U.K. and U.S. generally accepted accounting principles” in the special-purpose combined accounts.

Seasonality.    DiverseyLever’s sales have historically been somewhat seasonal, with higher sales generally occurring in the second quarter of the calendar year (approximately 1% higher than the third and fourth quarters of the calendar year), in advance of the summer season in the Northern Hemisphere. Sales in the first quarter of the calendar year are generally lower (approximately 2% lower than the second quarter of the calendar year). Stocks (inventory) and trade creditors (accounts payable) are normally fairly consistent during the year while trade debtors (accounts receivable) are at their peak in the second quarter and are lowest during the first quarter reflecting changes in sales revenue.

Inflation.     The effects of inflation on DiverseyLever’s operations were not material during the period covered by the special-purpose combined accounts.

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Turnover.    DiverseyLever’s turnover for the first quarter 2002 fell by 3.1% to €431.6 million from €445.6 million in the first quarter 2001. Disposals during 2001 need to be considered to derive a true like-for-like comparison. These disposals include; the UBA business in Canada, the Steresol business in Israel; the Foods business in Japan and the Frish brand in UK and Eire. In the aggregate these accounted for €2.0 million of the decline. Underlying business performance, as measured in local currencies, was 2.7% below first quarter 2001 and, as exchange rates were relatively stable in DiverseyLever’s key countries, there was no significant impact of exchange rates on reported results.

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The sales decline reflects, in part, the global economic downturn, which has led businesses to pursue aggressive cost cutting measures, and led both to downtrading and destocking. Early 2002 indicators in the tourism and lodging industries point to lower activity and lower spending than in 2001. Furthermore, sales were undoubtedly affected by uncertainty related to the sale to CMI, particularly in the indirect channel where distributors reacted by reducing stocks. This destocking was also facilitated in Europe by the introduction and roll out of the Core range (a harmonised range of chemical products for Europe consisting of fewer SKUs than previously sold). The destocking was particularly prominent in Europe, in which Germany, UK and France all saw significant reductions in sales through the indirect channels.

Sales of Unilever consumer brands were €59 million in the first quarter 2002 compared to €55 million in the first quarter 2001.

Gross Profit Margin.    DiverseyLever’s gross profit margin for the first quarter 2002 decreased by 50 basis points to 56.7% of turnover from 57.2% in the first quarter 2001. In most of Europe and North America gross margin continues to increase on the back of factory rationalisation and raw and packaging materials buying savings. In absolute terms costs of sales declined by €3.8 million in the first quarter 2002 over the same period for 2001. However, the sales downturn has caused fixed cost under-recoveries in a number of DiverseyLever’s factories and has depressed gross margins.

Distribution, Selling Costs and Administrative Expenses.    DiverseyLever’s distribution, selling costs and administrative expenses for the first quarter 2002 increased 4.6% to €230.0 million from €219.8 million in the first quarter 2001. The 2001 figure includes a profit on sale of the UBA business in Canada in January 2001 of €7.5 million and therefore the true comparator for 2001 is €227.3 million. This equates to an increase in costs of less than 1.2%, well below inflation, and this reflects the benefits obtained from ongoing restructuring projects.

Exceptional Items.    Exceptional items are those items within ordinary activities which because of their size or nature, are disclosed to give a proper understanding of the underlying result for the period. In the first quarter 2002, the amounts charged to exceptional items were €10.4 million compared to a net exceptional gain in the first quarter 2001 of €1.9 million. The net gain comprised a €7.5 million profit on the sale of UBA in Canada and €5.6 million of exceptional charges. The first quarter 2002 charges included costs for further rationalisation of the European supply chain—costs primarily in respect of asset write-offs relating to the closure of manufacturing sites in the Nordic region.

EBITDA.    EBITDA was €33.1 million for the first quarter 2002 versus €57.2 million for the same period in 2001. EBITDA margin was 7.7% of net sales in the first quarter 2002 versus 12.8% in the first quarter 2001. The decrease was due to the extensive restructuring projects commenced in 2000. EBITDA before exceptional items was €43.0 million in the first quarter 2002, compared with €51.7 million in the first quarter 2001.

Net Interest Expense.    Net interest expense fell sharply to €2.8 million for the first quarter 2002 from €6.6 million in the first quarter 2001. This fall reflects a combination of the lower average balances on loans due to Unilever group companies and lower interest rates during the first quarter 2002.

Taxation.    The tax charge for the first quarter 2002 was €0.5 million. This was €10.2 million lower than the first quarter 2001 and included a credit of €3.7 million caused by a settlement in the UK relating to prior periods. When the effect of this settlement is added back, the underlying effective tax rate for the first quarter 2002 was 35.9% compared to 37.7% in the first quarter 2001. Taxation charges for DiverseyLever under Unilever ownership are not necessarily representative of the tax charges that would be borne by the DiverseyLever group under separate ownership.

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Net Profit.    DiverseyLever’s net profit fell by €6.6 million or 37% to €10.9 million for the first quarter 2002 from €17.5 million in the first quarter 2001. Although operating profit fell sharply in the first quarter 2002, even after adjusting for the €7.5 million gain from the sale of UBA in the first quarter 2001 and the €4.8 million higher restructuring charges in the first quarter 2002, lower tax and interest charges cushioned the effect on net profit.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

Sales.    Turnover comprises sales of goods and services after deduction of discounts, certain sales incentives and sales taxes. Group turnover includes sales to joint ventures and other Unilever businesses but does not include sales between individual operations within the DiverseyLever group or sales by joint ventures. Total turnover includes DiverseyLever’s share of the sales of joint ventures.

Sales for 2001 increased by €3.6 million, or 0.2%, to €1,838.3 million from €1,834.7 million in 2000. A 3.0% increase in sales from the underlying business was largely offset by the net impact of acquisitions and disposals and adverse currency effects. Group turnover for 2001 excludes €23.6 million share of sales from DiverseyLever’s 49.9% holding in the Japanese institutional and industrial cleaning business, Daisan Kogyo, which interest was acquired in April 2001. In 2001 there were disposals of both non-core operations and non-core brands and, apart from Daisan, no other acquisitions. The net impact on sales for 2001 from acquisitions and disposals was a reduction of €16.6 million. Of this total, €11.9 million resulted from the January 2001 disposal of UBA, a bulk liquid chemical distribution business based in Canada. The remainder of the decrease was largely attributable to the sale of DiverseyLever’s food business in Japan, the closure of facilities in Israel and Denmark, and the disposal of several brands. The strengthening of the euro against certain currencies depressed the growth of reported sales by some €27.6 million.

Sales of Unilever’s consumer brand products increased by 7.0% to €240.1 million in 2001 compared to €224.3 million in 2000.

Gross Profit.    Gross profit increased by €18.6 million, or 1.8%, to €1,047.2 in 2001 from €1,028.6 million in 2000. Gross profit margin increased by 0.9% to 57.0% of group turnover in 2001 from 56.1% in 2000. The improvement in margin was a result of the fall in the one-time charges taken in respect of restructuring projects. The largest increase was in North America, where gross profit margin advanced 3.3% to 59.1% in 2001. Elsewhere there was a notable improvement in margin in Africa, Middle East and Turkey, where gross margin for Israel improved significantly following the closure of a factory. Europe suffered a small decline in gross margin from 56.6% to 56.0% due to the cost of restructuring projects in Germany and the United Kingdom.

Distribution and Selling Costs and Administrative Expenses.     Distribution and selling costs and administrative expenses for 2001 fell by 5.9% to €926.4 million from €984.3 million in 2000. While distribution and selling costs decreased by 3.2%, from €681.4 million in 2000 to €659.7 million in 2001, administrative expenses fell 12.0% from €302.9 million in 2000 to €266.7 million in 2001. There were two primary reasons for this overall decrease: the costs of the largest warehouse and distribution and sales force restructuring projects were taken in 2000 (as described under the caption “—Exceptional Items”) and the full year benefits from these projects were achieved in 2001. A significant benefit from the restructuring projects occurred in Europe, where costs fell by 7.6% in 2001 as compared to 2000.

Exceptional Items.     Exceptional items are those items within ordinary activities which because of their size or nature, are disclosed to give a proper understanding of the underlying result for the period. Exceptional items are mainly included in administrative expenses.

The amount charged to exceptional items in 2001 was €33.7 million compared to an exceptional charge in 2000 of €102.8 million. In 2001, a restructuring charge of €41.9 million was partly offset by other exceptional income—net of €8.2 million.

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For 2001, the restructuring charge included the following projects and costs:

· Further rationalization of the European supply chain. Costs are primarily in connection with the closure of a United Kingdom manufacturing site announced in 2000 and asset write-offs and redundancy payments due to the closure of another manufacturing site in the United Kingdom, reorganization of production facilities in France and Italy, and reorganization of the warehousing and distribution operations in the United Kingdom and Ireland. Costs also include the write-down to net realisable value of two other factories in Western Europe which will be closed in 2002.

· Further rationalization of the European sales and administration activities in Denmark, France, Italy, Spain and certain other countries. Costs are primarily redundancy and severance payments arising from these activities.

· Further rationalization of activities in developing markets. Costs are primarily in respect of redundancies incurred in further reducing the sales and administration activities, principally in seven countries.

· Integration of North American operations. Costs are primarily in respect of charges for asset write-offs in connection with the conversion of a facility in Canada from manufacturing to warehousing, and severance and redundancy costs incurred as part of the North American integration project.

The charge of €41.9 million in respect of restructuring exceptional items in 2001 is comprised of the write-off and disposal of certain fixed assets of €12.7 million; the provision for redundancy and severance costs in respect of approximately 360 people of €21.2 million; and other restructuring cost of €8.0 million.

Other exceptional income—net for 2001 primarily comprises the profit on disposal of businesses of €8.2 million.

Depreciation and Amortization.     Depreciation and amortization decreased by €8.6 million, or 9.2%, to €84.5 million in 2001 (excluding amortization of fixed asset investments) from €93.1 million in 2000. The decrease was attributable to lower depreciation expense in 2001 as compared to 2000. Depreciation expense in 2000 included significant asset impairment charges in connection with restructuring activities (€12.7 million in 2001 compared to €22.1 million in 2000) included within exceptional items.

EBITDA.     EBITDA represents earnings before net interest expense, taxes, depreciation (excluding exceptional depreciation arising from impairment) and amortization.

EBITDA was €193.7 million for 2001 as compared with €115.4 million for 2000. EBITDA margin increased to 10.5% of group turnover in 2001 from 6.3% in 2000. The increase was due to the substantially lower charge for restructuring projects in 2001 and the achievement of savings from those restructuring projects. EBITDA before exceptional items (including exceptional depreciation arising from asset impairments) was €227.4 million in 2001, representing a margin of 12.4% of group turnover, compared with €218.1 million in 2000, representing a margin of 11.9%.

Net Interest Expense.     Net interest expense fell 13.0% to €22.0 million in 2001 from €25.3 million in 2000. This reduction reflects decreasing interest rates during 2001.

Taxation.     DiverseyLever’s effective tax rate for 2001 was 45.7% compared to 64.7% in 2000. The reduction reflects the lower restructuring charges in 2001 and accordingly a lower element of non-deductible items. Taxation charges for DiverseyLever under Unilever ownership are not necessarily representative of the tax charges that would be borne had DiverseyLever operated independently or under separate ownership.

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Net Profit.     Net profit increased more than eight-fold to €52.6 million in 2001 from €6.3 million in 2000. This increase was due to the lower charge for exceptional items in 2001 and also due to improving margins; both from higher gross margins and from cost savings. Operating profit before exceptional items improved by a further €8.0 million over 2000 which lifted operating margins before exceptional items from 8.0% in 2000 to 8.4% in 2001.

Capital Expenditure.     Cash outflow in respect of capital expenditure declined by 14.4% in 2001 to €75.1 million from €87.7 million in 2000. Disposals of fixed assets raised €11.8 million in 2001 compared to €10.3 million in 2000. Decreased capital expenditure in 2001 resulted from reduced spending in the supply chain, particularly in North America, and a reduction in capital expenditure for chemical dosing equipment in Europe ahead of the introduction of the new core product portfolio. Capital expenditure for chemical dosing equipment represented nearly half of DiverseyLever’s total capital expenditure in 2001 and 2000.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Sales.    Sales increased by €135.8 million, or 8.0%, to €1,834.7 million in 2000 from €1,698.9 million in 1999. Nearly all of the increase, €135 million, is due to favorable exchange rate movements as DiverseyLever’s reporting currency, the euro, depreciated against all principal currencies, particularly the U.S. dollar, British pound, Turkish lira, Brazilian real and Japanese yen. The reported growth in all regions was favourably impacted by this depreciation. The net impact of acquisitions and disposals on sales for 2000 was €3 million. This amount is comprised of €6 million of increased sales from acquisitions of Tego Hygiene in the United Kingdom and Suncoast Autochlor in the United States (acquired in October 1999), which was partly offset by €3 million from the disposals of water treatment businesses in Europe and Asia Pacific and a number of Unilever’s consumer brand products. The underlying growth of the core business was 1.2% (€20 million). This growth in the core business was offset by a €17.7 million decline in sales to Unilever group companies, primarily because contract manufacturing for Unilever in Canada ceased at the end of 1999.

Sales of Unilever’s consumer brand products increased by 18.1% to €224.3 million in 2000 compared to €190.0 million in 1999.

Gross Profit.     Gross profit increased by €56.4 million, or 5.8%, to €1,028.6 million in 2000 from €972.2 million in 1999. Gross profit margin for 2000 decreased by 1.1% to 56.1% from 57.2% in 1999. Improvements in underlying margin were more than offset by one-time charges taken in respect of restructuring projects. These projects included €22.1 million in respect of fixed asset write-downs and provisions for inventory write-offs of €27.3 million. The largest impact was in Europe and North America. The decline in Europe was greatest in the United Kingdom, which, in addition to restructuring charges, experienced price competition with respect to a number of major national accounts. Spain also suffered as it began to realign its sales efforts to make greater use of its distributor network, in order to improve both gross margin and selling expense. In North America, gross margin improved in Canada but fell in the United States, reflecting a large restructuring charge.

Distribution and Selling Costs and Administrative Expenses.     Distribution and selling costs and administrative expenses increased by 16.9% to €984.3 million in 2000 from €842.2 million in 1999. While distribution and selling costs increased by 17.0% from €582.2 million in 1999 to €681.4 million in 2000, administrative expenses increased by 16.5% from €260.0 million in 1999 to €302.9 million in 2000. The overall increase was primarily due to two factors: adverse currency effects from the depreciation of the euro against the U.S. dollar, British pound, Turkish lira and Brazilian real and the cost of restructuring projects (as described under the caption “—Exceptional Items” ). In addition, warehousing and distribution costs in the United Kingdom increased as the business acted to resolve problems with its new warehousing and distribution facility. In the second half of 2000, benefits from a number of sales organization restructuring projects began to be achieved, which partially dampened

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the overall increase. For the full year, when measured in local currencies, the increase in total expenses was below inflation levels.

Exceptional Items.     The amount charged to exceptional items in 2000 was €102.8 million compared to an exceptional gain in 1999 of €3.0 million. In 2000, a restructuring charge of €104.0 million was slightly offset by other exceptional income—net of €1.2 million.

For 2000, restructuring charges included the following projects and costs:

· Standardization of product portfolios. Costs include the write-off of raw materials, packaging, finished goods and feeders.

· Rationalization of the European sales and administration activities. Costs are primarily redundancy and severance costs arising from a restructuring of these activities in Western Europe.

· Rationalization of the European supply chain. Costs are primarily in respect of asset write-offs relating to the closure of a manufacturing site in the United Kingdom.

· Rationalization of activities in developing markets. Costs are primarily in respect of redundancies arising out of the rationalization of sales and administration activities in 25 countries, and also include asset write-downs arising from site disposals in Argentina, Brazil and Venezuela, as well as the closure of a manufacturing plant in Israel.

· Rationalization and integration of North American operations. Costs are primarily in respect of the closure and reorganization of manufacturing and warehousing sites in Canada and the United States together with the reorganization of sales and administrative activities across North America. Costs represent both fixed asset write-offs and severance costs.

The charge of €104.0 million in respect of restructuring exceptional items in 2000 is comprised of the write-off and disposal of certain fixed assets of €22.1 million; the provision and write-off of stock of €27.3 million; the provision for redundancy, severance costs in respect of approximately 900 people of €51.3 million; and other restructuring cost of €3.3 million.

Depreciation and Amortization.     Depreciation and amortization increased by €39.5 million, or 73.7%, to €93.1 million in 2000 from €53.6 million in 1999. The increase was primarily attributable to the large increase in depreciation expense in 2000 due to asset impairment charges in connection with restructuring activities (€22.1 million in 2000 compared to €0.6 million in 1999) included in exceptional items. Currency translation also caused a significant impact, compounding the real increase in depreciation and amortization.

EBITDA.     EBITDA was €115.3 million for 2000 as compared to €183.0 million for 1999. EBITDA margin decreased to 6.3% of turnover for 2000 from 10.8% in 1999. The decrease was due to the extensive restructuring projects commenced in 2000. EBITDA before exceptional items (including exceptional depreciation arising from asset impairments) was €218.1 million in 2000 representing a margin of 11.9% of group turnover, compared with €180.0 million in 1999, representing a margin of 10.6%.

Net Interest Expense.     Net interest expense increased 42.1% to €25.3 million in 2000 from €17.8 million in 1999. This increase reflects a combination of higher average balances on loans due to Unilever group companies and higher interest rates during most of 2000.

Taxation.     DiverseyLever’s effective tax rate for 2000 was 64.7% compared to 35.0% in 1999. In part this was caused by the non-deductibility of certain restructuring costs in 2000. Taxation charges for DiverseyLever under Unilever ownership are not necessarily representative of the tax charges that would be borne had DiverseyLever operated independently or under separate ownership.

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Net Profit.     Net profit decreased by 91.5% to €6.3 million in 2000 from €73.8 million in 1999. The decrease was due to the restructuring program commenced in 2000, of which the majority of the cost was charged to operating profit in the last quarter of 2000. The €20.1 million improvement in operating profit before exceptional items in 2000 was more than offset by this restructuring charge.

Capital Expenditure.     Cash outflow in respect of capital expenditure increased by 13.9% in 2000 to €87.7 million from €77.0 million in 1999. Disposals of fixed assets raised €10.3 million in 2000 compared to €18.0 million in 1999. Increased capital expenditures in 2000 resulted from higher spend in North America. The increase in dollar spend, primarily higher spend on equipment for chemical dosing equipment, was compounded by the adverse exchange rate movement of the euro against the U.S. dollar. Capital expenditure for chemical dosing equipment represented nearly half of total capital expenditure in 2000 and 1999.

Liquidity and Capital Resources

CMI Historical Liquidity and Capital Resources

Comparison of three months ended March 29, 2002 and March 30, 2001. Cash flows provided by operating activities were $4.7 million during the three months ended March 29, 2002, compared to $71.1 million for the three months ended March 30, 2001. Almost all of the difference was due to the cash impact on the earlier period of the receivables securitization program implemented by CMI in March 2001. See “Description of Other Indebtedness—Accounts Receivable Securitization.”

Cash flows used in investing activities declined to $12.4 million for the three months ended March 29, 2002 compared to $23.1 million for the three months ended March 30, 2001. The decline was primarily attributable to reductions in discretionary capital spending.

Cash flows provided by financing activities were $11.2 million for the three months ended March 29, 2002 compared to net cash used of $45.9 million for the three months ended March 30, 2001. In the three months ended March 30, 2001, there were significantly less borrowings under CMI’s line of credit resulting from the receivables securitization program discussed previously.

Comparison of six months ended December 28, 2001 and December 29, 2000. Cash flows provided by operating activities were $10.4 million during the six months ended December 28, 2001, compared to $25.8 million for the six months ended December 29, 2000. The decrease in cash provided by operating activities was primarily due to temporarily increased inventory levels and the timing of tax and retirement account liability payments.

Cash flows used in investing activities declined to $31.1 million for the six months ended December 28, 2001 compared to $171.3 million for the six months ended December 29, 2000. The decline was primarily attributable to the acquisition of Butcher in September 2000 for $131.5 million and reduced expenditures in the six months ended December 28, 2001 on computer software relating to the implementation of CMI’s global enterprise resource management and customer relationship management systems.

Cash flows provided by financing activities were $17.3 million for the six months ended December 28, 2001 compared to $131.1 million for the six months ended December 29, 2000. In the six months ended December 29, 2000, there were significantly more borrowings under CMI’s line of credit to fund the Butcher acquisition.

Comparison of fiscal years ended June 29, 2001, June 30, 2000 and July 2, 1999. Cash flows provided by operations were $66.3 million, $72.4 million and $141.6 million in fiscal years 1999, 2000 and 2001, respectively. The significant increase in 2001 operating cash flows was attributable primarily

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to the implementation of the receivables securitization facility in March 2001 and continued focus on working capital management. Fiscal year 2000 operating cash flows improved $6.1 million over fiscal 1999 operating cash flows due primarily to higher operating income.

Cash flows used in investing activities were $26.9 million, $118.5 million and $194.2 million in fiscal years 1999, 2000 and 2001, respectively. These cash flows include cash paid for acquisitions of $2.0 million, $125.4 million and $138.7 million in fiscal years 1999, 2000 and 2001, respectively. Capital expenditures were $24.9 million, $17.6 million and $27.5 million in fiscal years 1999, 2000 and 2001, respectively. These capital expenditures for 1999, 2000 and 2001 include all property, plant and equipment expenditures other than capitalized software. Expenditures for computer software were $15.4 million in fiscal year 2000 and $34.3 million in fiscal year 2001. These expenditures for computer software predominately relate to the implementation of the global enterprise resource management and customer relationship management systems as previously discussed. CMI made no expenditures for computer software in 1999.

Cash used in investing activities in fiscal year 2001 is net of $1.5 million of proceeds from property disposals and $4.8 million of proceeds from the sale of CMI’s interest in the Acurid joint venture. Cash used in investing activities in fiscal year 2000 is net of $14.0 million of proceeds from property disposals and $25.8 million of proceeds from the divestiture of PCO Canada.

Cash flows provided by (used in) financing activities were $(47.4 million), $43.2 million and $39.4 million in fiscal years 1999, 2000 and 2001, respectively. Increased investing activities required additional borrowings in fiscal years 2000 and 2001. CMI also paid dividends of $10.1 million, $12.2 million and $14.6 million in fiscal years 1999, 2000 and 2001, respectively.

Pro Forma Liquidity and Capital Resources

As a result of the Transactions, we have a significant amount of indebtedness. On May 3, 2002, in connection with the Acquisition, we issued the notes and entered into new $1.2 billion senior secured credit facilities. See “Description of Other Indebtedness—New Credit Facilities” for a more detailed explanation of these loan facilities, including interest rates, currencies and other terms. We used the proceeds of the sale of the outstanding notes and initial borrowings under the new credit facilities, together with other available funds, to finance the cash portion of the purchase price for the DiverseyLever business and the related fees and expenses and to refinance CMI indebtedness. As of May 31, 2002, we had total indebtedness of about $1.5 billion, consisting of $507 million of notes, $936 million of borrowings under the new credit facilities, $13 million of indebtedness under foreign lines of credit and $8 million outstanding under a promissory note payable to Commercial Markets Holdco. See “Risk Factors—Risks Relating to the Notes—Our substantial indebtedness may adversely affect our financial health and prevent us from making payments on the notes.”

We have capacity to borrow additional funds under the revolving facilities that are a part of our new credit facilities, subject to compliance with the financial covenants set forth in the facilities. As of May 31, 2002, we had $32 of indebtedness outstanding under the revolving facilities and the ability to incur an additional $268 of indebtedness under those revolving facilities, all of which we believe we would have been able to borrow at that time in compliance with the financial covenants set forth in the new credit facilities, the indentures for the notes and the indenture for the senior discount notes of JohnsonDiversey Holdings.

Since March 2001, we have funded a portion of our short-term liquidity needs through the securitization of some of our trade accounts receivable. We and some of our U.S. subsidiaries are parties to an agreement with Falcon Asset Securitization Corporation, whereby each subsidiary sells on a continuous basis an undivided interest in all eligible trade receivables. We formed JWPR Corporation, a wholly owned, special purpose, bankruptcy-remote subsidiary for the sole purpose of

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buying and selling receivables. Under the receivables facility, we and some of our subsidiaries, irrevocably and without recourse, transfer all eligible trade receivables to JWPR. JWPR, in turn, sells these receivables to Falcon to secure borrowings that JWPR incurs to finance its acquisition of the receivables from us and our subsidiaries. As of May 31, 2002, about $45.7 million of borrowings were outstanding under our securitization facility. JWPR’s borrowings under the receivables facility have accrued interest at a weighted average rate of about 3.26%. See “Description of Other Indebtedness—Accounts Receivable Securitization” for a more detailed explanation of the securitization facility.

Under the terms of the new credit facilities, we must use any future net proceeds from the securitization facility first to pay any outstanding portion of the $50 million installment of principal due under the new credit facilities on the first anniversary of the closing date and thereafter to prepay loans outstanding under the facilities. In addition, the borrowings of receivable subsidiaries at any time outstanding under this and any other securitization facility that we may enter into may not exceed $150 million in the aggregate.

As of May 31, 2002, we have the following payment obligations with respect to our indebtedness, excluding the indebtedness associated with the receivables securitization.

			(dollars in thousands)
			Payment due within:						Due after 3 Years
	Total		1 Year		2 Years		3 Years
New credit facilities	$	935,989	$	56,544	$	36,544	$	46,544	$	796,357
The notes		507,270		—		—		—		507,270
Intercompany promissory note		8,000		8,000		—		—		—
Foreign lines of credit		12,955		12,955		—		—		—
Total long-term indebtedness	$	1,464,214	$	77,499	$	36,544	$	46,544	$	1,303,627

The characteristics of our business do not generally require us to make significant ongoing capital expenditures. We made capital expenditures of about $111 million in the twelve months ended December 28, 2001, of which about one quarter was attributable to one-time capitalized software costs. We estimate that our capital expenditures for our fiscal year ended January 3, 2003 will be about $160 million, nearly half of which will be attributable to one-time information technology and other acquisition costs.

We may make significant cash expenditures in the next few years in an effort to capitalize on anticipated revenue growth and cost savings opportunities associated with the Acquisition, and to continue and, in some cases, expand on the DiverseyLever restructuring initiatives.

We believe that the cash flow from operations that we anticipate as a result of cost savings and operating improvements associated with the Acquisition and restructuring initiatives, together with available cash, our available borrowings under the new credit facilities and the proceeds from our securitization facility will be sufficient to meet our liquidity needs for the foreseeable future. There can be no assurance, however, that we will be able to achieve the anticipated cost savings or that our substantial indebtedness will not adversely affect our financial health. See “Risk Factors—Risks Relating to the Notes—Our substantial indebtedness may adversely affect our financial health and prevent us from making payments on the notes,” “—Risks Relating to Our Business—We may not realize anticipated synergies, benefit from anticipated business opportunities or experience anticipated growth from the acquisition of the DiverseyLever business” and “—Risks Relating to Our Business—We may not realize the anticipated cost savings from our restructuring initiatives.”

Recently Adopted Accounting Standards

As previously discussed, effective June 30, 2001, CMI adopted SFAS Nos. 142 and 144. Additionally, effective June 30, 2001, CMI adopted SFAS No. 143, “Accounting for Asset Retirement Obligations.” The adoption of SFAS No. 143 will not impact us.

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Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Risk

On a pro forma basis, assuming the Acquisition closed as of December 28, 2001, we would have had approximately $926 million of debt outstanding under our new credit facilities. After giving effect to the interest rate swap transactions that we have entered into with respect to some of the borrowings under our new credit facilities, $529 million of the $926 million of debt outstanding would have been subject to variable rates. Accordingly, our earnings and cash flow are affected by changes in interest rates. Assuming the current level of borrowings at variable rates and assuming a two-percentage point change in the average interest rate under these borrowings, it is estimated that our interest expense for the twelve months ended December 28, 2001 would have increased by approximately $18.5 million. In the event of an adverse change in interest rates, management would likely take actions that would mitigate our exposure to interest rate risk, however, due to the uncertainty of the actions that would be taken and their possible effects, this analysis assumes no such action. Further, this analysis does not consider the effects of the change in level of the overall economic activity that could exist in such an environment.

Foreign Currency Risk

We conduct our business in various regions of the world and export and import products to and from several countries. Our operations may, therefore, be subject to volatility because of currency fluctuations, inflation changes and changes in political and economic conditions in these countries. Sales and expenses are frequently denominated in local currencies, and results of operations may be affected adversely as currency fluctuations affect our product prices and operating costs or those of our competitors. We expect to engage in hedging operations, including forward foreign exchange contracts, to reduce the exposure of our cash flows to fluctuations in foreign currency rates. We will not engage in hedging for speculative investment reasons. There can be no assurances that our hedging operations will eliminate or substantially reduce risks associated with fluctuating currencies. See “Risk Factors—Risks Relating to Our Business—Fluctuations in exchange rates may materially adversely affect our business, financial condition, results of operations and cash flows, and may impair our ability to make payments on the notes” for further discussion.

Related Party Transactions

Until 1999, we were part of S.C. Johnson & Son, Inc., a leading provider of innovative consumer home cleaning, maintenance and storage products that Samuel Curtis Johnson founded in 1886. In connection with the 1999 spin-off of CMI from S.C. Johnson & Son, CMI entered into a number of agreements relating to the separation and the ongoing relationship of the two companies after the spin-off. A number of these agreements relate to our ordinary course of business, while others pertain to our historical relationship with S.C. Johnson & Son and CMI’s former status as a wholly owned subsidiary of S.C. Johnson & Son. The material terms of these agreements, amendments to these agreements and other agreements and arrangements entered into since the 1999 spin-off are described under the captions “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son” and “—Relationships with Other Johnson Family Businesses.” See also “Risk Factors—Risks Relating to Our Business—Our relationship with S.C. Johnson & Son is important to our future operations.”

We are also party to various agreements with Unilever entered into in connection with the Acquisition. All of the agreements with Unilever were negotiated before Unilever acquired its equity interest in JohnsonDiversey Holdings and its senior discount notes of JohnsonDiversey Holdings and are on arms-length terms. See “Certain Relationships and Related Transactions—Relationships with Unilever.”

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BUSINESS

General

We are a leading global marketer and manufacturer of cleaning, hygiene and appearance products and related services for the institutional and industrial cleaning and sanitation market. We are also a leading global supplier of environmentally compliant, water-based acrylic polymer resins for the industrial printing and packaging, coatings and adhesives markets. We operate our cleaning, hygiene and appearance products and related services business, which we refer to as our professional business, under the names “JohnsonDiversey,” “Johnson Wax Professional” and “DiverseyLever,” and our polymer business under the name “Johnson Polymer.”

We sell our products in more than 120 countries through our direct sales force and third-party distributors. Our sales are balanced geographically. Our three principal markets are Europe, North America and the Asia Pacific region. For the twelve months ended December 28, 2001 Europe represented about 39%, North America represented about 37% and the Asia Pacific region represented about 15% of our net sales. We had net sales of $2.6 billion and EBITDA of $280.3 million for the twelve months ended December 28, 2001.

We operate two businesses:

· Professional. We market and manufacture cleaning, hygiene and appearance products and related services for the $18.1 billion institutional and industrial cleaning and sanitation market. Through our professional business, we supply cleaning, hygiene and appearance products, including food service, food processing, floor care, restroom/other housekeeping, laundry and industrial products, to end-users such as food and lodging establishments, food processing facilities, BSCs, educational institutions, retail outlets, healthcare facilities and industrial plants. In addition, we provide a wide range of value-added services, including safety and application training, safety and hygiene consulting and hygiene auditing. We sell our professional products and related services on a global basis to a broad range of customers in diverse industries, including companies such as ARAMARK Corporation, Coca-Cola, Heineken N.V., Hilton Hotels Corporation, McDonald’s Corporation, Royal Ahold and Wal-Mart Stores, Inc. For the twelve months ended December 28, 2001, our professional business had net sales of about $2.4 billion.

· Polymer. We supply environmentally compliant, water-based acrylic polymer resins to the industrial printing and packaging, coatings and adhesives markets. Polymer resins work within inks, paints and floor coatings to disperse or carry colorants, provide adhesion to the material being coated, protect the surface of the material and provide a glossy finish. We sell these resins on a global basis to customers such as Flint Ink Corporation, INX International Ink Co. and Sun Chemical Corporation. For the twelve months ended December 28, 2001, our polymer business had net sales of $241.4 million, including intercompany sales to our professional business of $20.2 million.

The Industry

Institutional and Industrial Cleaning and Sanitation Industry

    Overview

The institutional and industrial cleaning and sanitation industry consists of the manufacture and sale of specialized cleaning, hygiene, and appearance products and related services to various end-users, including food and lodging establishments, food processing facilities, BSCs, educational institutions, retail outlets, healthcare facilities and industrial plants. Kline & Company, a research consultant, estimates that the global institutional and industrial cleaning and sanitation market in 2000 was about $18.1 billion in sales to end users. It also estimates that the industry grew by 2.4% in 2001.

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Over the past ten years, the institutional and industrial cleaning and sanitation industry has grown at an average annual rate of about 3.0%. Kline & Company forecasts that the industry will grow at a rate of 2.5% for 2002, 3.5% for 2003 and 3.6% for 2004. In terms of sales, North America is the largest geographic region, comprising 45% of the worldwide institutional and industrial cleaning and sanitation industry, and Europe is the second largest, comprising 28% of the industry. The Asia Pacific region comprises 17%, Latin America comprises 7% and the Middle East, Africa and other countries comprise the remaining 3% of the worldwide institutional and industrial cleaning and sanitation industry.

Competition in the industry is highly fragmented, with us and Ecolab, Inc., our largest competitor, accounting for a combined 31% of the worldwide market and a large number of regional and local suppliers comprising the remaining 69%. The majority of institutional and industrial cleaning and sanitation industry sales are conducted through third-party distributors. According to SRI International, an industry research consultant, third-party distributors, including janitorial, paper and food distributors and wholesalers, account for about 60% of total sales in each of North America and Europe, and 70% of total sales in the Asia Pacific region. Larger companies, however, such as us and Ecolab, employ in-house sales forces to sell directly to customers in addition to using third-party distributors. Larger companies seek to differentiate their product offerings by providing value-added services and leveraging new technology and innovation through focused research and development.

Products

Products in the institutional and industrial cleaning and sanitation industry are typically segmented into the following categories:

· Food service—automatic and manual dishwashing detergents, automatic dosing equipment, rinse aids, hand cleaners, oven and griddle cleaners, disinfectants and sanitizers;

· Food processing—open plant and in-place cleaners, sanitizers and conveyer lubricants for the processing of dairy, meat, poultry and other food and beverage products;

· Floor care—floor finishes, sealers, cleaners and floor strippers;

· Restroom/other housekeeping—general purpose cleaners, disinfectants and specialty products, as well as hard-surface cleaning products;

· Laundry—liquid, solid and powder laundry detergents and additives;

· Industrial—cleaning products used in the processing of pulp and paper and metal, and vehicle cleaning products; and

· Other—carpet care and other specialty cleaning products.

The following chart shows global 2000 estimated industry sales by product category:

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Product category sales mix does not vary significantly across geographic regions.

    End-Users

On a global basis, industrial, food and lodging, BSCs and food processing end-users account for more than two-thirds of end-user sector sales. The distribution of global 2000 sales by end-user sector is summarized in the chart below:

    Competition

North America comprises 45% of the worldwide institutional and industrial cleaning and sanitation market in terms of revenue. In North America, we and Ecolab collectively represent about one-third of the institutional and industrial cleaning and sanitation market, with the balance accounted for by small, local, regional and national companies with sales in the $30 million to $100 million range. Ecolab is the largest competitor in North America, and we are the second largest competitor.

In Europe, which comprises 28% of the worldwide market, we are the largest supplier of cleaning, hygiene and appearance products to the European institutional and industrial cleaning and sanitation market, followed by Ecolab. We have a strong presence in Belgium, Luxembourg, the Netherlands, Scandinavia, Switzerland, the United Kingdom and southern European countries, while Ecolab has a strong presence in Austria, France and Germany.

The Asia Pacific region comprises 17% of the worldwide institutional and industrial cleaning and sanitation market. Within this region, robust growth in the Chinese market has contributed to a 3.5% overall growth in the Asia Pacific region in 2001. We are the largest supplier in the Asia Pacific region. Other suppliers in this region include Ecolab and other large and small local, regional and national companies.

The remaining regions comprise 10% of the worldwide market. We are the leading supplier of cleaning, hygiene and appearance products in Latin America, Africa and the Middle East.

Industry Trends

Trends in the institutional and industrial cleaning and sanitation industry include:

· increased government regulations and higher safety standards relating to sanitation, product safety and the environment;

· heightened consumer awareness of food safety/sanitation and emphasis on cleanliness as an inexpensive point of differentiation for end-users in their respective markets, particularly in the food and lodging, food processing and retail industries;

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· increased global expansion of end-users; and

· continued consolidation of end-users, which creates more national and global accounts and opportunities for companies that can provide a “one-stop shop.”

Despite the economic slowdown in 2001, the institutional and industrial cleaning and sanitation industry grew by 2.4% in 2001 and is expected to grow at average annual rates ranging from 2.5% to 3.6% during 2002 to 2004. Changes in the overall economy affect end-user sectors that are sensitive to travel and dining trends, such as food and lodging. For example, reduction in travel after the events of September 11, 2001 has negatively impacted sales of cleaning, hygiene and appearance products in the food and lodging sector. We believe that other end-user sectors, such as food processing, BSCs, education and healthcare, tend to be less sensitive to economic fluctuations.

Recent outbreaks of Salmonella, E. coli bacteria and Hepatitis A in the United States have drawn the attention of government agencies, including the U.S. Department of Agriculture, the U.S. Food and Drug Administration and the U.S. Department of Health and Human Services. This heightened health concern has created a significant increase in demand for sanitizers, disinfectants, antimicrobial hard-surface cleaners, hand soaps, detergents and a variety of other products designed to promote and maintain sanitary conditions in food service kitchens and other food preparation areas. Furthermore, many food processors and retailers are particularly focused on maintaining a reputation for high quality and are concerned about the public relations damage that can result from poor food quality. Many companies in the institutional and industrial cleaning and sanitation industry use cleanliness as an inexpensive point of differentiation for end-users in their respective markets, particularly in the food and lodging and retail industries. As a result, it is expected that the demand for cleaning, hygiene and appearance products will continue at present levels or increase.

The continued consolidation of end-users is creating more national and global accounts that may be better served by suppliers capable of providing national and global standardized product lines and services. To accompany the shift in customer demand from product to solution delivery, institutional and industrial cleaning and sanitation companies have moved towards a systems approach that combines delivery, storage, service, training and the provision of dispensing control equipment. Being a “one-stop shop” benefits the institutional and industrial cleaning and sanitation companies that have the global reach and breadth of products necessary to service global customers. Additional service components, such as product training, maintenance visits, troubleshooting and emergency services, that institutional and industrial cleaning and sanitation companies incorporate into their product offering can provide an additional competitive advantage.

Polymer Industry

The polymer industry consists of the manufacture and supply of resin and emulsion-based polymers for use in a variety of products including coatings, adhesives, sealants, plastic additives, specialty polymers and surface finishes. Commodity resins, which represent the bulk of industry production, are plastics available in standardized, non-patented formulas from many companies throughout the world. We manufacture intermediate resins, which are generally considered more advanced and specialized than commodity resins. Our main products are environmentally compliant, water-based acrylic polymer resins sold to liquid ink, pigment dispersion and overprint varnish manufacturers worldwide. We operate in specific niches in the polymer industry, including the printing and packaging industry and the architectural and industrial coatings markets.

Printing & Packaging Industry

The printing and packaging industry generally is not affected by economic cycles. In the printing and packaging industry, the vast majority of the printing that requires acrylic polymer resins is for

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newspapers and magazines, consumer packaging and corrugated boxes for grocery, personal care, and other low unit cost non-durable products. According to Hull & Company, an industry research consultant, these industries grow at about the same rate as gross domestic product, with additional growth coming from the conversion of markets from solvent-based to water-based products. According to Hull & Company, the Americas and Europe comprise about 80% of the water-based acrylic polymer resin market.

Coatings Market

The coatings and surface finishes segment is primarily engaged in the supply of polymers to original equipment manufacture and industrial sectors for use in coatings for wood, metals and plastics in automotive, home and office goods and in the transportation industry. According to Kusumger, Nerfli & Growney, a research consultant, growth in these industries is generally consistent with overall economic growth.

Competitive Strengths

We benefit from the following competitive strengths:

· Leading Market Positions in a Highly Fragmented Market—We are the largest supplier of cleaning, hygiene and appearance products and related services in Europe, Latin America and the Asia Pacific region and the second largest supplier in North America. We are also the largest supplier in Africa and the Middle East. The institutional and industrial cleaning and sanitation market is highly fragmented and, with the exception of us and Ecolab, consists primarily of regional and local suppliers. We believe that our customers associate the JohnsonDiversey, Johnson Wax Professional and DiverseyLever brand names with state-of-the-art food service, food processing, floor care and laundry products and dispensing technologies, as well as outstanding customer service. In addition, in North America, Europe and the Asia Pacific region, we are the leading supplier of environmentally compliant, water-based acrylic polymer resins to the niche printing and packaging polymer market.

· Diversified Product and Service Mix—We offer our professional customers an extensive range of cleaning, hygiene and appearance products in each of six different categories — food service, food processing, floor care, restroom/other housekeeping, laundry and industrial. In the floor care category, for example, we offer products such as cleaners, finishes, sealers and strippers for all types of flooring surfaces, as well as related application equipment such as scrubber-dryers and polishers. Our extensive product portfolio allows us to act as a “one-stop shop,” which we believe differentiates us from regional and local competitors. In addition, we provide a complete line of value-added services such as safety and application training, safety and hygiene consulting and hygiene auditing. The service component of our business strengthens our ability to provide tailored solutions for the diverse needs of our customers in key end-user sectors.

· Extensive Geographic and Distribution Channel Reach—Many of our customers, such as those in the food and lodging and retail sectors, are expanding internationally. We believe that we are well-positioned to be a single-source provider of a standardized product line, generally with common application techniques, for our customers’ cleaning and sanitation needs across multiple geographic locations. We believe that our geographic breadth and extensive product portfolio enable us not only to service this growing group of end-users across the globe, but also to formulate and implement tailored solutions as required. We sell our products in more than 120 countries either directly to end-users or through a network of distributors, wholesalers and other third-party intermediaries. In 54 of those countries, we employ a direct sales force to market and sell our products. We estimate that direct sales to end-users by our

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sales force typically account for about half of our professional sales, with indirect sales through third-party channels accounting for the other half. We believe this balanced combination of direct and third-party sales channels allows us to provide our broad range of cleaning, hygiene and appearance products and related services to diverse end-users in a cost-effective manner.

· Limited Exposure to Economic Downturns—We believe that our sales are well-balanced by product category, end-user sector and geographic region, and that this balance reduces our exposure to economic downturns in specific regions or industries. We also sell our products to a broad range of customers in diverse industries, and we do not rely on any single customer for a significant percentage of our net sales. In addition, we believe that the institutional and industrial cleaning and sanitation industry is less susceptible to general economic downturns because end-user customers must maintain government-imposed and market-driven standards of cleanliness and sanitation in all economic environments.

· Long-Term Customer Relationships—We believe our ability to create and maintain long-term relationships with our customers promotes stable and recurring revenues. Our relationships with each of our top ten customers have existed for over ten years. We believe that our long-term relationships result from our innovative, extensive and high-quality product lines, our broad geographic reach and our tailored solutions approach to customer service, whereby we offer not only our products, but also equipment, systems, consulting, training and other services tailored to meet a customer’s specific cleaning and sanitation needs. Many of our customers install and use our dispensing equipment in their facilities and train employees to use our products and operate our cleaning systems. We believe that the replacement of equipment and systems and the retraining of employees would be a significant endeavor for many of our customers.

· Experienced Management Team with Strong Sponsorship—We are led by an experienced senior management team with a proven track record of operating in the institutional and industrial cleaning and sanitation market and integrating acquired companies. A management equity program is in place to give our management team a meaningful stake in the success of our business. Our senior management team is led by S. Curtis Johnson III, who has 18 years of corporate experience with the Johnson family businesses, including ten years with us and our predecessor business. We are principally owned by descendants of Samuel Curtis Johnson, who have provided sponsorship to their businesses for over 100 years, and have been involved for over 50 years in the institutional and industrial cleaning and sanitation industry. Unilever owns one-third of the common equity of our parent, JohnsonDiversey Holdings, Inc.

Strategy

Our objective is to become the global provider of choice of cleaning, hygiene and appearance products and related services to customers in our target end-user sectors. The key elements of our strategy are as follows:

· Capitalize on Opportunities Created by the DiverseyLever Acquisition—We believe that as a result of the Acquisition we have many opportunities for revenue growth and cost savings. We believe that the integration of the DiverseyLever business lines will provide cross-selling opportunities due to our businesses’ complementary product offerings and geographic footprint. The Acquisition also greatly increases our network of international distributors and the size of our direct sales force, thus broadening our global access to existing and new end- users. We also believe that we can obtain significant cost savings from the rationalization of manufacturing plants, consolidation of physical distribution infrastructure and reduction of overlap in back-office and administrative functions.

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· Focus on Operating Efficiencies and Improving Margins—We intend to complete, and in some cases expand on, a series of recent initiatives designed to improve our operating margins and position us for growth. As part of this program, we intend to decrease our operating costs by reducing excess capacity. We have closed seven manufacturing plants as of June 2002, which has resulted in significant cost savings. In addition, we have identified an additional fifteen plants that we plan to close within the next three years. Furthermore, in 2000, we began an initiative to reduce the number of stock-keeping units, or SKUs, in our European product lines. By reducing the number of our SKUs, we seek to meet our customers’ needs for standardized products worldwide and to provide efficiencies for our distributors. We also believe that product rationalization has reduced supply chain and logistics costs. To date, our European SKU reduction initiative is 80% complete, and we expect this initiative to be substantially complete by the end of 2002. We have recently expanded this initiative to other regions.

· Capitalize on Market Trends—Many of the end-users in the food and lodging, food processing, retail, healthcare and commercial laundry sectors are experiencing rapid expansion, and the institutional and industrial cleaning and sanitation industry continues to undergo global consolidation. We believe that we are well-positioned to provide a full range of standardized products and related services to meet these end-users’ global needs. Furthermore, in the food and lodging sector, food safety regulations and customer demands for clean and attractive facilities have increased significantly in recent years. We believe that our global reach, breadth of products and attention to customer service position us well to capitalize on these market trends.

· Strengthen and Expand Relationships with Customers by Providing Value-Added Services—Many of our customers have a growing need for tailored cleaning solutions. We intend to meet this need, as we have in the past, by offering a broad range of value-added services, including safety and application training, safety and hygiene consulting, hygiene auditing, expert witness consulting, tailored cleaning methodologies and work process management tools. We believe these services drive customer loyalty by helping our customers minimize costs and improve results.

· Grow Through Research and Development and Product Innovation—We intend to build on our leadership in product innovation by developing customized and value-added new products, services, equipment and cleaning systems to meet current and future demands of end-users. Substantially all of our principal products have been developed by our research and development and engineering personnel. We have also developed innovative systems, equipment and services, including extended durability floor care systems, multi-purpose floor cleaning equipment and hygiene auditing services. In each of the last three calendar years, we spent more than $50 million on research and development. We intend to continue our research and development activities and investments to promote continued innovation.

Professional Business

Products

We are a worldwide supplier of cleaning, hygiene and appearance products and related services to the institutional and industrial cleaning and sanitation market. We offer a broad, diversified line of products and related services to customers in more than 120 countries. We currently offer a wide range of products in each of six different categories—food service, food processing, floor care, restroom/other housekeeping, laundry and industrial.

Food Service. Food service products remove soil and eliminate microbiological contamination from food contact surfaces. Our food service products include chemicals for washing dishes, glassware,

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flatware, utensils and kitchen equipment; dish machines; pre-rinse units; dish tables and racks; hood, duct and exhaust cleaning products; food handling and storage products; and safe floor systems and tools. We also manufacture and supply kitchen cleaning products, such as general purpose cleaners, limescale removers, anti-bactericides/disinfectants, detergents, oven and grill cleaners, general surface degreasers, floor cleaners and food surface disinfectants. In addition, we support all cleaning tasks with documented cleaning methods and hygiene plans.

Food Processing. We offer detergents, cleaners, sanitizers and lubricants, as well as cleaning systems, electronic dispensers and chemical injectors for the application of chemical products. We also offer gel and foam products for manual open plant cleaning, acid and alkaline cleaners and membrane cleaning products. In addition, we provide consulting services in the areas of food safety and quality management.

Floor Care. We manufacture a broad range of floor care products and systems, including finishes, buffable waxes, cleaners, polishes, sealers and strippers for all types of flooring surfaces, including vinyl, terrazzo, granite, concrete, marble, linoleum and wood. We also provide a full range of: carpet cleaners, such as extraction cleaners and shampoos; carpet powders; treatments, such as pre-sprays and deodorizers; and a full line of carpet spotters.

Restroom/Other Housekeeping. We offer a fully integrated line of products and dispensing systems for hard surface cleaning, disinfecting and sanitizing, hand washing and air deodorizing and freshening. Our restroom care and other housekeeping products include bowl and hard surface cleaners, hand soaps, sanitizers, air care products, general purpose cleaners, disinfectants and specialty cleaning products.

Laundry. We offer detergents, stain removers, fabric conditioners, softeners and bleaches in liquid, powder and concentrated forms to clean items such as bed linen, clothing and table linen. Our range of products covers all of the requirements of fabric washing from domestic-sized machines in small hotels to continuous batch washers in commercial laundries. We also offer customized washing programs for different levels and types of soils, a comprehensive range of dispensing equipment and a selection of process control and management information systems.

Industrial. We offer industrial cleaners and degreasers and a line of specialty vehicle cleaners that remove traffic film, road soil, dirt and grime from the surfaces of buses and trucks.

End-Users and Customers

We service numerous accounts on a national and global basis. The following chart sets forth our top ten end-user customers and distributors in terms of net sales during the twelve months ended December 28, 2002:

Name	Customer Type
Alliant Foodservice, Inc.	Distributor
Bunzl plc	Distributor
Coca-Cola	Food Processor
Igefa	Distributor
Integrated Systems & Services Group	Facility Service Provider (BSC)
McDonald’s Corporation	Food and Lodging
Metro Makro	Cash and Carry
Royal Ahold	Retail
Unisource Worldwide, Inc.	Distributor
Wal-Mart Stores, Inc.	Retail

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We believe that our overall customer base is relatively stable. All of our relationships with the above end-user customers and distributors have existed for over ten years. We believe that our long-term relationships result from our innovative, extensive and high-quality product lines, our broad geographic reach and our value-added services. In addition, we believe that many of our customers rely on our services to maintain their brand image.

We offer our products directly or through third-party distributors to end-users in eight sectors— food and lodging, food processing, BSCs, education, retail, healthcare, industrial and other.

Food and Lodging. Food and lodging end-users include fast food and full service restaurants, first class, luxury and economy hotel chains, independent hotels and nursing/care homes. Our food and lodging customers include Accor S.A., Applebee’s International, Inc., Burger King Corporation, Hilton Hotels Corporation, Hyatt, Joyful, McDonald’s Corporation, Pizza Hut, Inc., Skylark, Sol Meliá S.A. and 6CH (Holiday Inn, Intercontinental). We believe that we are a leading supplier to nursing home chains and care homes in the United States and Europe and have a strong presence in the food and lodging market in Europe, Latin America, Africa/Middle East and the Asia Pacific region.

Food Processing. Food processing end-users include dairy plants, dairy farms, breweries, soft-drink bottling plants and meat, poultry and other food processors. Our significant beverage processing customers include Brahma, Carlsberg, Coca-Cola, Heineken N.V., Interbrew S.A., PepsiCo, Inc. and South African Breweries plc. Campina Melkunie, Danone and Parmalat are some of our significant dairy customers, and Arla Foods amba, Frito-Lay, Inc. and Unilever are some of our significant food processing customers.

Building Service Contractors. Building service contractors, or BSCs, and contract caterers clean, maintain and manage facility and food service operations in office buildings, retail stores, healthcare facilities, educational institutions and factories. Our BSC customers include ARAMARK Corporation, Compass, Integrated Systems & Services Group, Johnson Controls, Inc. and Sodexho Marriott Services, Inc. We believe that we are a leading global supplier of floor care cleaners and product dispensing systems to BSCs and mechanical warewashing and kitchen cleaning systems to contract caterers.

Education. Educational end-users include primary and secondary schools, technical schools, colleges and universities. Several of our significant customers in the educational sector are the Chicago Public School System, Pennsylvania State University and the University of Notre Dame.

Retail. Retail end-users include supermarkets, drug stores, discounters, hypermarkets and wholesale clubs. Our retail customers include Carrefour S.A., CGC Group, J. Sainsbury plc, Publix Super Markets, Inc., Royal Ahold, Target Corporation and Wal-Mart Stores, Inc.

Healthcare. Healthcare end-users include both private and public hospitals, long-term care facilities and other facilities where medical services are performed. Our significant healthcare customers are the Mayo Clinic & Foundation, the National Health Service of the United Kingdom and Veterans Administration Medical Centers.

Industrial. Industrial end-users include factories, industrial plants and offices. Some of our significant industrial customers are The Boeing Company, Ford Motor Company and Deere & Company.

Other. End-users in this sector include cash and carry establishments, government institutions and commercial laundries. Cash and carry customers are stores in which professional end-users purchase products for their own use. Commercial laundry customers include professional laundries operated for

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profit, as well as large hospital on-site laundries. Some of our significant commercial laundry customers include Bardusch, Initial Textile and Lindstrom.

The following chart shows the types of products we sell to each end-user sector:

	Product Categories
End-User Sectors	Food Service	Food Processing	Floor Care	Restroom/ Other House-keeping	Laundry	Industrial	Other
Food and Lodging	ü		ü	ü	ü		ü
Food Processing		ü	ü	ü
BSCs	ü		ü	ü			ü
Education	ü		ü	ü			ü
Retail	ü		ü	ü			ü
Healthcare	ü		ü	ü	ü		ü
Industrial			ü	ü		ü
Other	ü		ü	ü	ü		ü

Sales and Distribution

We sell our products and systems in domestic and international markets through company-trained sales and service personnel, who also advise and assist customers in the proper and efficient use of products and systems in order to meet a full range of cleaning and sanitation needs. We sell our products in more than 120 countries either directly to end-users or through a network of distributors, wholesalers and third-party intermediaries. In 54 of those countries, we employ a direct sales force of about 7,500 employees to market and sell our products. We contract with local third-party distributors on an exclusive and non-exclusive basis. We estimate that direct sales to end-users by our sales force typically account for about half of our professional net sales, with indirect sales through third–party channels accounting for the other half.

In our larger customer sectors, such as food processing, the supply of cleaning, hygiene and appearance products involves more than the physical distribution of detergents. In these sectors, customers may contract for the provision of a complete hygiene system, which includes products as well as safety and application training, safety and hygiene consulting, hygiene auditing and after-sales services. We employ specialized sales people who are trained to provide these specific services and, through our tailored cleaning solutions approach, we are able to address the specific needs of these customers.

The following table shows (a) the combined net sales of CMI’s professional business and the DiverseyLever business for the twelve months ended December 28, 2001 and (b) the net sales of CMI’s professional business for its fiscal years 1999, 2000 and 2001 in the United States and other countries:

	CMI Professional						CMI Professional and DiverseyLever
	1999		2000		2001		Twelve Months Ended December 28, 2001*
	(dollars in thousands)
United States	$	402,280	$	389,063	$	444,134	$	832,502
Non-U.S. Countries	$	365,470	$	413,610	$	468,482	$	1,726,907

* Includes sales of Unilever’s consumer brand products in the institutional and industrial markets.

Suppliers

Suppliers for our cleaning, hygiene and appearance products provide raw materials, packaging components, equipment, accessories and contract manufactured goods. The key raw materials we use

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in our professional business are surfactants, polymers and resins, fragrances, solvents, caustic soda, waxes, chelates and phosphates. Packaging components include bag-in-the-box containers, bottles, corrugated boxes, drums, pails, totes, aerosol cans, caps, triggers and valves. Equipment and accessories include dilution control, warewashing and laundry equipment, air care dispensers, mops, buckets, carts and other items used in the maintenance of a facility.

We believe that all raw materials required for the manufacture of our products and all components related to our equipment are available from multiple sources. Although we purchase some raw materials under long-term supply arrangements with third parties, these arrangements are not material to our business.

Manufacturing and Facilities

Our manufacturing process principally involves processing (mixing) and filling operations. We have manufacturing facilities in all regions in which we operate, including Brazil, France, Germany, Italy, Japan, the Netherlands, North America and the United Kingdom. We have a total of 51 manufacturing facilities in 29 countries. Our principal manufacturing facility is located at Waxdale in Sturtevant, Wisconsin. We lease this facility from S.C. Johnson & Son under a lease expiring in 2009, with renewal options. See “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son—Leases.” Our corporate headquarters are also located in Sturtevant, Wisconsin.

As part of our initiatives designed to improve our operating margins and position us for growth, we intend to decrease our operating costs by reducing excess capacity. We have closed seven manufacturing plants as of June 2002, which has resulted in significant cost savings. In addition, we have identified an additional fifteen plants that we plan to close within the next three years. We believe our facilities are in good condition and are adequate to meet the existing production needs of our professional business.

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The following table summarizes our principal plants and other physical properties that are important to our professional business:

Location	Approximate Square Feet Occupied			Principal Activity
	Owned	Leased
United States
Compton, California		64,900		Manufacturing, warehouse and research and development
Garden Grove, California		35,900		Manufacturing, warehouse and research and development
Santa Cruz, California		75,000		Manufacturing and research and development
Marlborough, Massachusetts	77,000			Manufacturing, warehouse and research and development
St. Louis, Missouri	52,000			Manufacturing
Sharonville, Ohio		284,000	*	Manufacturing and research and development
East Stroudsburg, Pennsylvania		142,000	*	Manufacturing
Mt. Pleasant, Wisconsin		365,000		Warehousing logistics
Sturtevant, Wisconsin		180,000		Manufacturing
Sturtevant, Wisconsin	278,000			International headquarters and research and development
Watertown, Wisconsin	125,000			Manufacturing
International
Socorro (Sao Paolo), Brazil	122,914	97,448		Manufacturing
London, Canada	193,200			Manufacturing
Villefranche-sur-Soane, France	180,900			Manufacturing

* Leased pursuant to sale-leaseback arrangement.

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Location	Approximate Square Feet Occupied		Principal Activity
	Owned	Leased
International (continued)
Kirchheimbolanden, Germany	302,400	86,400	Manufacturing
Bagnolo, Italy	594,000		Manufacturing
Shizuoka-Ken, Kakegawa, Japan	115,000		Manufacturing
Enschede, the Netherlands	289,440		Manufacturing
Polinya, Spain	240,116		Manufacturing
Valdemoro, Spain		45,000	Manufacturing
Cotes Park, United Kingdom	583,200		Manufacturing
High Wycombe, United Kingdom		16,000	Office and
			warehouse

Competition

The worldwide market for our professional products is highly competitive. Our principal professional competitor on a worldwide basis is Ecolab, which is the largest supplier of cleaning and sanitizing products in the institutional and industrial cleaning and sanitation industry. Ecolab has significant capacity, technology, expertise and financial resources, which enables it to compete effectively with us. We also face significant competition from numerous national, regional and local companies within some or all of our product lines in each sector that we serve. Many of these companies have increased in strength as a result of recent consolidations in the industry. Barriers to entry and expansion in the institutional and industrial cleaning and sanitation industry are low and significant new entrants in the market include The Procter & Gamble Company and The Clorox Company, which have expanded into the institutional sector from their bases in consumer products, and Kimberly-Clark Corporation, which has expanded from paper accessories into personal care and washroom products.

We seek to differentiate our products from those of our competitors by (1) building upon our reputation in food service, food processing, floor care and laundry, (2) providing cost control mechanisms to our customers from our advanced dispensing and dilution products, (3) proactively responding to customer needs, and (4) providing product related value-added services. We believe the quality and ease of use of our products are some of our competitive strengths. In addition, we have long-standing relationships with many of our top customers. Price considerations and sales and marketing effectiveness are also important competitive factors. To achieve expected profitability levels, we must, among other things, maintain the service levels and competitive pricing necessary to retain existing customers and attract new customers.

Polymer Business

Products

Polymer resins work within inks, paints and floor coatings to disperse or carry colorants, provide adhesion to the material being coated, protect the surface of the material and provide a glossy finish. We manufacture styrene acrylic resins and styrene acrylic emulsion polymers for inks, over-print varnishes, powder coatings, pigment dispersions, high solids thermoset coatings, urethane coatings and water based industrial and architectural coatings. We sell these products to industrial customers in the printing and packaging, coatings and adhesives industries in North America, Europe and Asia.

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Printing and Packaging (Ink and Overprint Varnish). We are a leading global supplier of polymer products to the printing and packaging industry and are committed to working with our graphic arts customers around the world to customize their product offerings. We believe that we are a leading innovator of environmentally compliant, water-based polymer technology, and we invest more than 6% of our polymer sales each year in research and development towards new products and technologies. Our emulsions and styrene acrylic resins are used in the manufacturing of liquid inks, overprint varnishes, pigment dispersions and wax emulsions for a wide range of applications in the printing and packaging industry. Our largest end-user sector is consumer packaging where applications include corrugated boxes, beverage cartons, cereal and packaged food boxes, packaging for health and beauty aids, toys and other non–durable consumer goods.

Coatings. In the industrial markets, our polymer products are used in wood, metal and plastic coatings and include one component water-based, two components polyurethane and baking enamels. In the architectural market, our emulsions are used in interior and exterior paint sold through retail outlets.

Other. We produce water-based adhesives using non-conventional, patented polymer processing technology. Our adhesives are designed for higher performance applications and are used in film and higher-end paper products, such as prime labels for plastic bottles and paper labels for electronic printing, protective masking, flexible packaging and industrial products, such as insulation tape.

End-Users and Customers

We principally supply acrylic polymers to industrial customers in the industrial printing and packaging, coatings and adhesives industries. The printing and packaging market, consisting of liquid ink, pigment dispersion and over print varnish manufacturers, represents our polymer business’ largest customer sector. During the twelve months ended December 28, 2001, Sun Chemical Corporation, our largest polymer customer, accounted for about 10% of our net sales of polymer products. We also had net sales of polymers to our professional business of about $22 million, or about 11% of net sales of our polymer business, for the twelve months ended December 28, 2001. The following are our top ten polymer customers, excluding intercompany sales, for the twelve months ended December 28, 2001 by net sales:

Akzo Nobel nv	Lackfabrik Dyes Joachim GmbH
CA Corporation	The Sherwin-Williams Company
Flint Ink Corporation	Sun Chemical Corporation
INX International Ink Co.	Unilever
Kelstar Enterprises	The Valspar Corporation

Sales and Distribution

We sell our polymer products to customers through our own sales force, which is located throughout the world. As of June 1, 2002, our sales force for our polymer business consisted of about 40 employees.

The following table shows the net sales of CMI’s polymer business for the twelve months ended December 28, 2001 and for CMI’s fiscal years 1999, 2000 and 2001 in the United States and other countries:

	1999		2000		2001		Twelve Months Ended December 28, 2001
	(dollars in thousands)
United States	$	143,392	$	152,254	$	146,086	$	145,790
Non-U.S. Countries	$	68,870	$	73,272	$	74,131	$	75,407

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Suppliers

Our primary suppliers of raw materials for our polymer business are Celanese AG, Ineos Group, Nova Chemicals Corporation and Royal Dutch/Shell Group. We believe that all materials required for production of our polymer products are available from multiple sources and we operate under contracts with all of our major raw material suppliers. The top five raw materials we purchase for our polymer business are styrene, acrylic acid, alpha methyl styrene, 2-ethyl hexyl acrylate and methyl methacrylate.

Manufacturing and Facilities

Our principal manufacturing facility for our polymer business is located at Waxdale in Sturtevant, Wisconsin. We lease this facility from S.C. Johnson & Son under a lease expiring in 2009, with renewal options. See “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son—Leases.” We believe our facilities are in good condition and are adequate to meet the existing production needs of our polymer business. The following table summarizes our principal plants and other physical properties that are important to our polymer business:

Location	Approximate Square Feet Occupied		Principal Activity
	Owned	Leased
Seaford, Delaware	46,000		Manufacturing
Sturtevant, Wisconsin		143,500	Manufacturing
Sturtevant, Wisconsin		156,000	Logistics (warehouse, distribution)
Heerenveen, the Netherlands	140,000		European headquarters, manufacturing and logistics (warehouse, distribution)

Competition

The polymer industry is highly competitive. According to Hull & Company, we are the leading supplier of acrylic polymers to the printing and packaging industry, and we are the top supplier in all regions. Our principal competitor in the market for water-based acrylic polymers for printing and packaging applications is Rohm and Haas Company, and in the architectural and industrial coatings markets, our principal competitors are Avecia Limited, BASF AG, The Dow Chemical Corporation and Rohm and Haas Company. Other competitors in the specialty chemical industry include Air Products and Chemicals, Inc., Crompton Corporation, Eastman Chemical Company and Goodrich Corporation. These competitors are larger and have greater financial resources than we do. As a result, they may be better able to respond to price increases in raw materials and to compete on pricing than we are. By capitalizing upon our unique research and development expertise and providing customers with new products and technologies, we believe that we are able to compete successfully in the polymer industry.

Information Technology

Our information systems consist of leading software, hardware and services. These systems include components such as Siebel for customer relationship management, SAP and JDEdwards for

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enterprise resource management, and Business Objects, SQL Server and Informatica for Business Intelligence. We use IBM and Compaq hardware, the Microsoft Suite of office productivity tools, Lotus Notes for groupware and Microsoft Outlook for e-mail. Our database management systems include Oracle, AS400 and SQL Server.

For specialized expertise, we contract with leading services providers such as Deloitte Consulting, Keane, Inc. and divine, inc. Currently, we are implementing a three-year plan involving estimated expenditures of $113 million to consolidate and optimize our system’s architecture to align with our business needs and provide on-line, real-time, fully integrated information.

Proprietary Rights; Research and Development

We believe that the Johnson housemark and the Diversey trademark are important to our business. S.C. Johnson & Son has granted us a license to use specified trade names, housemarks and trademarks incorporating “Johnson,” including “Johnson Wax Professional” and the “Johnson” name, including “Johnson” with our owned trade name “Diversey,” in the commercial and industrial channels of trade. See “Certain Relationships and Related Transactions.” Other than the Johnson and Diversey marks, we do not believe that our overall business is materially dependent on any individual trademark.

Manufacturing expertise and technologies are important to our businesses. In particular, our ability to compete effectively is materially dependant upon the technology used in the manufacturing process. We conduct most of our research and development activities at our research facilities located in Sturtevant, Wisconsin, Sharonville, Ohio, Santa Cruz, California and Maarsen, the Netherlands. We also have local development and application support in the Asia Pacific region and in other locations in Europe. Through our research, we aim to improve the production processes in our manufacturing facilities, as well as to develop new, more competitive products, applications and processes and to provide technical assistance to customers to help them improve their operations. In recent years, research developments have resulted in advances in the areas of multi-task floor cleaning machines, chemical systems and other floor care products, food safety products and restroom cleaners and disinfectants. Our recently introduced products include DIVERMITE^™, an innovative kitchen cleaning system, ERGODISC^™, a floor cleaning machine, and a new range of personal care product dispensers. In addition, we have entered into a technology disclosure and license agreement with S.C. Johnson & Son under which each party has agreed to disclose to each other new technologies that it develops internally, acquires or licenses from third-parties. See “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son—License Agreements.”

Substantially all of our principal products have been developed by our research and development and engineering personnel. During the twelve months ended December 28, 2001, we spent about $46 million on research and development for our professional business and about $15 million on research and development for our polymer business.

Employees

As of June 1, 2002, we employed about 14,500 employees, of which about 3,300 were employed in the United States and 11,200 were employed outside of the United States. Of our employees, about 8,000 were engaged in sales and marketing, 3,400 in manufacturing and distribution and 700 in research and development, excluding quality control. Less than 5% of our employees in the United States belong to labor unions or are covered by collective bargaining agreements, which expire between 2002 and 2004. We believe that we have a satisfactory working relationship with organized labor in the United States and have not had any major work stoppages since 1996.

In Europe, the majority of our employees are represented by labor unions and covered by collective bargaining agreements. Collective bargaining agreements are generally renewable on an

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annual basis. In several European countries, local co-determination legislation or practice requires employees of companies that are over a specified size or that operate in more than one European country to be represented by a works council. Works councils typically meet between two and four times a year to discuss management plans or decisions that impact employment levels or conditions within the company, including closures of facilities. We have works councils in a number of European countries, as well as one that covers all of Europe. The majority of our European employees are covered by a works council. We believe that our labor relations in Europe have been stable during the last several years.

A number of employees in Australia, Japan, Latin America, New Zealand and South Africa belong to labor unions and are covered by collective bargaining agreements. Local employment legislation may impose significant requirements in these and other jurisdictions, including consultation requirements.

We anticipate a reduction in our total workforce as a result of the integration of the DiverseyLever business.

Environmental Regulation

Our operations are regulated under a number of federal, state and foreign environmental and safety laws and regulations that govern, among other things, the discharge of hazardous materials into the air, soil and water as well as the handling, storage and disposal of these materials. These laws and regulations include the Clean Air Act, the Clean Water Act, the Resource, Conversation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act, as well as analogous state and foreign laws. Compliance with these environmental laws is a major consideration for us because we use hazardous materials in some of our manufacturing processes. In addition, because we are a generator of hazardous wastes, we, along with any other person who arranges for the disposal of our wastes, may be subject to financial exposure for costs associated with an investigation and any remediation of sites at which we have arranged for the disposal of hazardous wastes if those sites become contaminated, even if we fully comply with applicable environmental laws. Furthermore, process wastewater from our manufacturing operations is discharged to various types of wastewater management systems. We may incur significant costs relating to contamination that may have been, or is currently being, caused by this practice. We are also subject to numerous federal, state and foreign laws that regulate the manufacture, storage, distribution and labeling of many of our products, including disinfecting, sanitizing and antimicrobial products. Some of these laws require us to have operating permits for our production facilities, warehouse facilities and operations, and we may not have some of these permits or some of the permits we have may not be current. In the event of a violation of these laws, we may be liable for damages and for the costs of remedial actions and may also be subject to revocation, non-renewal or modification of our operating and discharge permits. Any revocation, non-renewal or modification may require us to cease or limit the manufacture and sale of products at one or more of our facilities and may have a material adverse effect on our business, financial condition, results of operations and cash flows, and our ability to make payments on the notes may be impaired. Environmental laws may also become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with any violation, which also may have a material adverse effect on our business, financial condition, results of operations and cash flows.

We have conducted, and we expect to conduct in the future, environmental investigations at several DiverseyLever facilities in various countries throughout the world. The results of our investigations have revealed contamination at some of these facilities and it is possible that future investigations will reveal additional contamination at these or other facilities. This contamination may need to be remediated and, in certain circumstances, the source of the contamination may need to be

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addressed. We cannot estimate at this time the costs associated with any contamination that has been discovered, or that might be discovered in the future, as a result of these investigations and we cannot assure you that those costs will not have a material adverse effect on our business, financial condition, results of operations or cash flows. See “Risk Factors—Risks Relating to Our Business—We are subject to a variety of environmental and product registration laws that expose us to potential financial liability and increased operating costs.” Any revocation, modification or non-renewal may also result in an event of default under our debt agreements.

Environmental regulations most significant to us are summarized below:

Toxic Substances. We are subject to various federal, state and foreign laws governing the production, transport and import of industrial chemicals. Notably, the Toxic Substances Control Act, or TSCA, gives the U.S. Environmental Protection Agency, or the EPA, the authority to track, test and/or ban chemicals that may pose an environmental or human-health hazard. We are required to comply with certification, testing, labeling and transportation requirements associated with regulated chemicals. To date, compliance with this legislation has not had a material adverse effect on our business, financial condition, results of operations and cash flows.

Occupational Safety and Health. Numerous federal, state, local and foreign jurisdictions have enacted laws that pertain to the health and safety of employees in the workplace. As of June 1, 2002, we employed about 14,500 employees and, as an employer, we are subject to the Occupational Safety and Health Act of 1970 or state, local and foreign law equivalents. The federal agency charged with implementing the requirements of this Act in the United States, the Occupational Safety and Health Administration, has adopted numerous federal safety and health standards limiting employees’ exposure to hazardous chemicals or unsafe conditions. To the extent a specific standard does not cover a given hazard, we are required to provide our employees with a place of employment that is free from recognized hazards that are likely to cause death or serious physical harm. As a consequence, we must adhere to numerous specific requirements relating to matters such as equipment guarding, operating procedures and employee training. Health and safety requirements may vary by jurisdiction and, in many jurisdictions, are undeveloped and still evolving, which may result in significant future costs for us. Accordingly, although we believe we are in substantial compliance with health and safety requirements, we may become subject to additional health and safety liabilities in the future that may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Pesticide Legislation. Some of our facilities are subject to various federal, state, local or foreign laws governing the manufacture and/or use of pesticides. We manufacture and sell certain disinfecting and sanitizing products that kill microorganisms, such as bacteria, viruses and fungi. These products are considered “pesticides” or “antimicrobial pesticides” and, in the United States, are governed primarily by the Federal Insecticide Fungicide and Rodenticide Act, as amended by the Food Quality Protection Act of 1996. To register these products, we must meet various efficacy, toxicity and labeling requirements and must pay initial and on-going registration fees. In addition, some states or foreign jurisdictions may impose taxes on sales of pesticides. Although the cost of maintaining and delays associated with pesticide registration have increased in recent years, compliance with the various laws governing the manufacture and sale of pesticides has not had a material adverse effect on our business, financial condition, results of operations and cash flows.

Ingredient Legislation. Numerous state, local and foreign jurisdictions have enacted laws and regulations relating to the sale of products containing phosphorous or other ingredients that may impact human health and the environment. Specifically, the State of California has enacted Proposition 65, which requires us to disclose specified listed ingredient chemicals on the labels of our products. To date, compliance with this legislation has not had a material adverse effect on our business, financial condition, results of operations and cash flows.

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Other Environmental Legislation. Many of our facilities are subject to various federal, state, local or foreign laws governing the discharge, transportation, handling, storage and disposal of hazardous substances. In the United States, the Clean Air Act, the Clean Water Act and the Resource Conservation and Recovery Act are the primary statutes governing these activities. We are also subject to the Superfund Amendments and Reauthorization Act of 1986, including the Emergency Planning and Community Right-to-Know Act, which imposes reporting requirements when toxic substances are released into the environment. Each year we make various capital investments and expenditures necessary to comply with applicable laws and satisfy our environmental stewardship principles. To date, these investments and expenditures have not had a material adverse effect on our business, financial condition, results of operations and cash flows.

Environmental Remediation and Proceedings. We may be jointly and severally liable for the costs of environmental contamination on or from our properties and at off-site locations where we disposed of or arranged for the disposal or treatment of hazardous wastes under the Comprehensive Environmental Response, Compensation and Liability Act or its state or foreign equivalent, or CERCLA, or its state or foreign law equivalent. Along with several other potentially responsible parties, or PRPs, we are currently involved in waste-disposal site clean-up activities at about eight sites in the United States. Generally, CERCLA imposes joint and several liability on each PRP that actually contributed hazardous wastes to a site. Customarily, PRPs will work with the EPA to agree on and implement a plan for site investigation and remediation. Based on our experience with these environmental proceedings, our estimate of the contribution to be made by other PRPs with the financial ability to pay their shares, and our third party indemnification rights at certain sites (including indemnities provided by S.C. Johnson & Son), we believe that our share of the costs at these eight sites will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

In addition to the liabilities imposed by CERCLA, or its state or foreign law equivalent, we may be liable for costs of investigating and remediating environmental contamination on or from our properties or at off-site locations under numerous other federal, state, local and foreign laws. Our operations involve the handling, transportation and use of numerous hazardous substances. We are aware that there is or may be soil or groundwater contamination at some of our facilities resulting from past operations and practices. We are currently in the process of cleaning up soil and/or groundwater contamination at five of our facilities in the United States, one facility in Japan and one facility in the Netherlands. Based on available information and the indemnification rights that we possess, we believe that the costs to investigate and remediate known contamination will not have a material adverse effect on our business, financial condition, results of operations and cash flows. In many of the foreign jurisdictions in which we operate, however, the laws that govern our operations are still undeveloped or evolving. Given the nature of our business, we believe that it is possible that, in the future, we will be subject to more stringent environmental laws that may result in restrictions imposed on our manufacturing, processing and distribution activities, which may result in possible violations, substantial fines, penalties, damages or other significant costs.

In addition, many of our other facilities, including those located in foreign countries, which have been in operation for many years, have used, generated and disposed of wastes that are or may be considered hazardous. It is possible that such sites, as well as disposal sites owned by third parties to which we have sent waste, may in the future be identified and become subject to remediation.

The potential cost to us relating to environmental matters, including the cost of complying with the foregoing legislation and remediating contamination, is uncertain due to such factors as the unknown magnitude and type of possible pollution and clean-up costs, the complexity and evolving nature of laws and regulations, including outside of the United States, and the timing, variable costs and

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effectiveness of alternative clean-up methods. Accordingly, we may become subject to additional environmental liabilities in the future that may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Environmental Permits and Licensing. In the ordinary course of our business, we are continually subject to environmental inspections and monitoring by governmental enforcement authorities. In addition, our production facilities, warehouse facilities and operations require operating permits that are subject to renewal, modification, and, in specified circumstances, revocation. We are aware that there may be noncompliance with permit or licensing requirements at some of our facilities. Based on available information and the indemnification rights that we possess, including indemnities provided by Unilever for the facilities transferred in connection with the Acquisition, we believe that costs associated with our permit and licensing obligations will not have a material adverse impact on our business, financial condition, results of operations or cash flow. Given the nature of our business, however, we believe that it is possible that, in the future, we will be subject to more stringent environmental laws that may result in restrictions imposed on our manufacturing, process and distribution activities, which may result in possible violations, substantial fines, penalties, damages or other significant costs.

Product Registration and Compliance

Various state, local and foreign jurisdictions have enacted laws and regulations that regulate some of our products and require us to register our products and to comply with specified requirements. In the United States, we must register our sanitizing and disinfecting products with the EPA. In addition to federal regulations, each state where these products are sold requires registration and payment of a fee. When we register these products, we must also submit to the EPA information regarding the chemistry, toxicology and antimicrobial efficacy for the agency’s review. Data must be consistent with the desired claims stated on the product label.

In addition, we are subject to various federal, state, local and foreign laws and regulations that regulate products manufactured and sold by us for controlling microbial growth on humans, animals and processed foods. In the United States, these requirements are generally administered by the U.S. Food and Drug Administration, or the FDA. The FDA regulates the manufacture and sale of food, drugs and cosmetics which includes antibacterial soaps and products used in food preparation establishments. The FDA requires companies to register antibacterial hand care products with the FDA and imposes specific criteria that the products must meet in order to be marketed for these regulated uses. Before we are able to advertise our product as an antibacterial soap or food-related product, we must generate, and maintain in our possession, information about the product that is consistent with the appropriate FDA monograph. FDA monographs dictate the necessary requirements for various product types such as antimicrobial handsoaps. In addition, the FDA regulates the labeling of these products. If the FDA determines that any of our products do not meet their standards for an antibacterial product, we will not be able to market the product as an antibacterial product. Some of our business operations are subject to similar restrictions and obligations under an order of the U.S. Federal Trade Commission which was issued in 1999 and will remain in effect until at least 2019.

To date, the cost of complying with product registration and compliance has not had a material adverse effect on our business, financial condition, results of operations or cash flow.

See “Risk Factors—Risks Relating to Our Business—We are subject to a variety of environmental and product registration laws that expose us to potential financial liability and increased operating costs.”

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Legal Proceedings

We manufacture in the United States commercial warewashing, laundry and other products that bear the Auto-Chlor^® System trademark and distribute these products directly or through dealers with rights in defined territories. In the Acquisition, the Auto-Chlor business was transferred from Unilever to Auto-C, LLC, a wholly owned subsidiary of JohnsonDiversey. Pursuant to a complaint filed on March 2, 2002, as amended on June 20, 2002, a group of Auto-Chlor System dealers are suing Diversey Lever, Inc., JohnsonDiversey and Auto-C, LLC in the United States District Court for the District of Minnesota. In the complaint, the plaintiffs claim statutory violations under state dealership, franchise and consumer practices laws, and also claim breach of contract, breach of the covenant of good faith and fair dealing, unfair competition and tortious interference with contractual relations and prospective business relations. The plaintiffs allege that the defendants failed to develop new products and failed to sell them machines, parts and concentrates at cost. The plaintiffs also allege that the defendants have encroached into each plaintiff’s respective territory, and that, under the terms of their agreements, they have exclusive rights within each plaintiff’s respective territory to the names, trademarks and brands of the defendants. The plaintiffs are seeking a declaration regarding various terms of the dealers’ agreements, unspecified damages, including lost profits, such treble damages as may be available under applicable statutes, and attorneys’ fees. Unilever has acknowledged that we are entitled to indemnification in respect of this suit under the acquisition agreement insofar as the amended complaint relates to pre-closing events, assuming that the litigation involves amounts in excess of $1,000,000, subject to the limitations and exclusions set forth in the acquisition agreement. See “Risk Factors—Risks Relating to Our Business—We will not receive indemnification from Unilever for breaches of warranty or for environmental costs under the acquisition agreement until the aggregate amount of damages exceeds agreed dollar thresholds.” See also “The Acquisition—Indemnification” for a description of the indemnification provisions of the acquisition agreement. We believe that we have valid defenses to these claims and, together with Unilever who continues to assume and control the defense of this litigation, intend to defend the matter vigorously. We cannot, however, assure you that we will be successful in our defense of the matter, or that an adverse determination with respect to the matter would not adversely affect our business, financial condition, results of operations or cash flows.

In addition, we are party to various legal proceedings in the ordinary course of our business. We believe that these proceedings will not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations or cash flows.

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THE ACQUISITION

On May 3, 2002, we and our parent, JohnsonDiversey Holdings, purchased the capital stock of specified subsidiaries of Unilever and specified assets of Unilever relating to, or used in connection with, the DiverseyLever business. In addition, with specified exceptions, we and JohnsonDiversey Holdings assumed liabilities to the extent they related to, or arose out of, the DiverseyLever business.

In the Acquisition, we acquired the DiverseyLever business, but did not acquire the Unilever consumer brands business. In connection with the Acquisition, we entered into a sales agency agreement with Unilever under which we act as Unilever’s exclusive sales agent in the sale of its consumer brand products to institutional and industrial end-users in most countries where DiverseyLever conducted its business prior to the Acquisition. See “—Related Agreements—Sales Agency Agreement.”

The following chart shows our ownership structure:

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Acquisition Consideration

Initial Acquisition Consideration

At the closing of the Acquisition, Unilever transferred the DiverseyLever business to us. In consideration for the DiverseyLever business, Unilever received:

· a net cash payment from JohnsonDiversey Holdings and CMI of $300,000,000 and €795,635,372;¹

· senior discount notes of JohnsonDiversey Holdings with a principal amount at issuance of about $241 million; and

· a one-third equity interest in JohnsonDiversey Holdings.

(1) At closing, we and JohnsonDiversey Holdings paid to Unilever $479,400,000 and €983,859,968 for the DiverseyLever business, and Unilever paid to JohnsonDiversey Holdings $179,400,000 and €188,224,596 for a one-third equity interest in JohnsonDiversey Holdings. This resulted in a net cash payment to Unilever at closing of $300,000,000 and €795,635,372.

The consideration for the DiverseyLever business is subject to adjustment. In July 2002, we and Unilever determined the net debt adjustments to (1) the purchase price for the DiverseyLever business and (2) the subscription price Unilever paid for its one-third equity interest in JohnsonDiversey Holdings. On July 24, 2002, we paid to Unilever about €8.8 million, which approximates $8.7 million at the exchange rate in effect on July 24, 2002, representing the net debt adjustment to the purchase price. In addition, we also agreed to pay to Unilever about $11.7 million, representing the net debt adjustment to the subscription price. Under the acquisition agreement, this amount, together with interest from the closing date, will be paid to Unilever at the time Unilever ceases to hold its equity interest in JohnsonDiversey Holdings. See “—Put and Call Options.” Unilever’s subscription price for its JohnsonDiversey Holdings equity interest and the purchase price for the DiverseyLever business remain subject to further adjustment based on the working capital of the DiverseyLever business and CMI at the closing of the Acquisition. See “—Post-Closing Adjustments to Consideration.”

The principal amount of the senior discount notes of JohnsonDiversey Holdings will accrete at a rate of 10.670017063% per annum. After May 15, 2007, interest will accrue on the accreted value of the senior discount notes at this rate, but will be payable in cash semiannually in arrears to the extent that we can distribute to JohnsonDiversey Holdings the cash necessary to make the payments in accordance with the restrictions contained in the indentures for the notes and the new credit facilities. The failure by JohnsonDiversey Holdings to make all or any portion of a cash semiannual interest payment on the senior discount notes will not constitute an event of default under the indenture for the senior discount notes if that failure results from our inability to distribute the cash necessary to make that payment in accordance with these restrictions. Instead, interest will continue to accrue on any unpaid interest at a rate of 10.670017063% per annum, and the unpaid interest will be payable on the next interest payment date on which we are able to distribute to JohnsonDiversey Holdings the cash necessary to make the payment in accordance with the provisions contained in the indentures for the notes and the new credit facilities. The senior discount notes mature on May 15, 2013.

The indenture for the senior discount notes of JohnsonDiversey Holdings contains generally the same covenants as are contained in the indentures for the notes, except as provided above with respect to the failure to pay installments of interest and except for those other differences that are attributable to the fact that the senior discount notes and the notes are to be issued by different issuers.

Post-Closing Adjustments to Consideration

The consideration paid to Unilever at the closing of the Acquisition may be adjusted if, at closing, (1) the net debt of the DiverseyLever business or (2) the working capital of the DiverseyLever business, was less or more than the amounts estimated by the parties. In addition, the consideration paid by Unilever as its subscription price for its equity interest in JohnsonDiversey Holdings may be adjusted if, at closing, (1) the net debt of CMI or (2) the working capital of CMI, was less or more than the amounts estimated by the parties.

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The acquisition agreement provides that any adjustments to the consideration resulting from differences in net debt or working capital of the DiverseyLever business or CMI at the closing of the Acquisition from the estimated amounts will be paid:

· in the case of an excess or shortfall of the net debt or working capital of the DiverseyLever business, subject to a $1 million deductible in the case of any working capital adjustment, 100% in cash to us if net debt was more or working capital was less at closing than the estimated amounts and 100% in cash to them if net debt was less or working capital was greater at closing than the estimated amounts, each payable together with interest from the closing date at an agreed rate within five business days following final determination of the adjustment amount; and

· in the case of an excess or shortfall of the net debt or working capital of CMI, in an amount equal to (1) the product of the amount of that excess or shortfall (subject to a $1 million deductible in the case of any working capital adjustment), together with interest from the closing date at an agreed rate, and  ¹/3, (2) multiplied by 1.5, that amount payable at the time Unilever ceases to hold its equity interest in JohnsonDiversey Holdings. Any amount paid by us to Unilever is intended to make Unilever whole with respect to its portion of any excess in net debt or deficit in working capital of CMI, recognizing Unilever’s one-third equity interest in JohnsonDiversey Holdings; similarly, any amount paid by Unilever to us is intended to make us whole with respect to our portion of any deficit in net debt or excess in working capital of CMI, recognizing our two-thirds equity interest in JohnsonDiversey Holdings.

In July 2002, we and Unilever determined the net debt adjustments to (1) the purchase price for the DiverseyLever business and (2) the subscription price Unilever paid for its one-third equity interest in JohnsonDiversey Holdings. We and Unilever agreed that DiverseyLever’s net debt at closing was less than estimated amounts by about €8.8 million, resulting in an adjustment to the purchase price for the DiverseyLever business equal to 100% in cash to Unilever. Accordingly, on July 24, 2002, we paid to Unilever about €8.7 million, which approximates $8.7 million at the exchange rate in effect on July 24, 2002. In addition, we and Unilever agreed that CMI’s net debt at closing exceeded estimated amounts by about $23.5 million, resulting in an adjustment to Unilever’s subscription price for its JohnsonDiversey Holdings equity interest of about $11.7 million according to the formula described above. Under the acquisition agreement, we will pay this amount, together with interest from the closing date, to Unilever at the time Unilever ceases to hold its equity interest in JohnsonDiversey Holdings. See “—Put and Call Options.” Unilever’s subscription price for its JohnsonDiversey Holdings equity interest and the purchase price for the DiverseyLever business remain subject to further adjustment based on the working capital of the DiverseyLever business and CMI at the closing of the Acquisition as described above.

On May 3, 2002, Unilever delivered to us assets representing over 99% of adjusted EBITDA of the DiverseyLever business. As required by the acquisition agreement, we paid to Unilever 100% of the consideration for the DiverseyLever business. Unilever is required to use its reasonable best efforts to (1) transfer to us those assets and/or shares not transferred at closing and (2) provide us with the benefits of ownership of those assets and/or shares until they are so transferred. There may be a further adjustment to the consideration following closing if assets and/or shares of the DiverseyLever business that were not delivered at the closing of the Acquisition are not delivered by August 2, 2003, or May 2, 2004 in the case of real property. In that case, if we elect to terminate Unilever’s obligation to transfer any of those assets and/or shares to us, Unilever is required to pay us a cash amount equal to the amount of purchase price allocated to those assets and/or shares, plus, in some cases, a true-up representing the adjusted EBITDA multiple for such assets and/or shares, within five business days following demand for the adjustment.

At the closing of the Acquisition, post-employment benefit liabilities in respect of pre-closing service of DiverseyLever business employees and, in some cases, former employees, under most

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employee benefit plans maintained by Unilever were transferred to us or our employee benefit plans. To the extent that the value of any employee benefit plan assets transferred differs from the value of the transferred liabilities, in each case calculated as provided in the acquisition agreement and using actuarial methods and assumptions specified therein, the excess or shortfall, as the case may be, adjusted in some cases by a tax adjustment factor, is to be paid as an adjustment to purchase price (1) by us to Unilever in the case of any excess or (2) to us by Unilever in the case of any shortfall. Unilever may defer and pay to us with interest up to the time Unilever ceases to own any equity interest in JohnsonDiversey Holdings, 75% of any shortfall attributable to transferred liabilities under unfunded post-employment benefit plans. If the amount of any shortfall received by us from Unilever in respect of any funded post-employment benefit plan exceeds 10% of the transferred liabilities in respect thereof, we must pay over the excess to the relevant employee benefit plan that we have established to provide the transferred benefits.

Indemnification

Warranty Indemnity

In connection with the Acquisition, Unilever made representations and warranties to us in respect of the DiverseyLever business. In addition, in connection with the issuance to Unilever of the one-third equity interest in JohnsonDiversey Holdings and the senior discount notes of JohnsonDiversey Holdings, we made representations and warranties to Unilever in respect of CMI.

These representations and warranties cover, among other things:

· the existence and good standing of the parties and their corporate power and authority to operate their businesses;

· the power and authority of the parties to enter into and perform their obligations under the acquisition agreement for the Acquisition and the other agreements and documents contemplated by the acquisition agreement;

· compliance with applicable laws;

· capital structure;

· the absence of violations, conflicts, breaches, defaults, liens or required consents;

· the accuracy of specified financial statements;

· the absence of litigation and undisclosed liabilities;

· the absence of specified changes in the businesses;

· compliance with, or absence of liability under, specified tax, labor and employee benefits laws;

· ownership of and the absence of claims related to intellectual property;

· the absence of environmental liabilities and compliance with environmental laws and regulations;

· the disclosure, full force and effect, and the valid and binding obligations and enforceability of the material contracts; and

· title to property and assets.

With specified exceptions, the parties will be liable for damages in the event of a breach of any warranty, other than damages less than $250,000 per occurrence, as well as for some specific losses and claims. Generally, most claims for breaches of warranty must be brought on or prior to May 2, 2004, while claims under some warranties are subject to longer time limits.

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Unilever generally will not be liable for any damages in respect of breaches of its warranties, excluding environmental warranties, unless (1) the amount of damages in respect of any individual breach of its warranties exceeds $250,000 per occurrence and (2) the aggregate amount of damages in respect of breaches of its warranties, excluding environmental warranties, exceeds $30 million. Once the $30 million threshold is reached, Unilever will not be liable for any occurrence where the damages are less than $250,000 or for the first $15 million of damages that exceed the $250,000 per occurrence threshold. In any event, Unilever will not be liable for any damages, excluding environmental claims, that exceed $500 million in the aggregate.

We generally will not be liable for any damages in respect of our breaches of warranty, excluding environmental warranties, unless (1) the amount of damages in respect of any individual breach of our warranties exceeds $250,000 per occurrence and (2) the aggregate amount of damages in respect of breaches of our warranties exceeds $7 million. Once the $7 million threshold is reached, we will not be liable for any occurrence where the damages are less than $250,000 or for the first $3.5 million of damages that exceed the $250,000 per occurrence threshold. In any event, we will not be liable for any damages, excluding environmental claims, that exceed $120 million in the aggregate.

Other Indemnities

Unilever will also indemnify us for, among other things, damages arising out of or resulting from:

· specified liabilities retained by Unilever and its affiliates, including some of their discontinued businesses;

· specified environmental liabilities with respect to the operation of the DiverseyLever business prior to closing; and

· specified liabilities relating to taxes and employee benefits.

With respect to environmental matters, including environmental warranties, Unilever will not be liable for any damages (1) in the case of known environmental matters or breaches, that are less than $250,000 in the aggregate, and (2) in the case of unknown environmental matters or breaches, that are less than $50,000 individually and $2 million in the aggregate. In the case of clause (1) above, we will bear the first $250,000 in damages. In the case of clause (2) above, once the $2 million threshold is reached, Unilever will not be liable for any occurrence where the damages are less than $50,000 or for the first $1 million of damages that exceed the $50,000 per occurrence threshold. In no event will Unilever be liable for any damages arising out of or resulting from environmental claims that exceed $250 million in the aggregate.

We will also indemnify Unilever for, among other things, damages arising out of or resulting from:

· liabilities we assume in connection with the Acquisition;

· liabilities relating to some of our discontinued businesses;

· specified environmental liabilities with respect to the operation of CMI prior to the closing of the Acquisition; and

· specified liabilities relating to taxes and employee benefits.

With respect to environmental matters, including environmental warranties, we will not be liable for any damages (1) in the case of known matters or breaches, that are less than $250,000 in the aggregate, and (2) in the case of unknown matters or breaches, that are less than $50,000 individually and $2 million in the aggregate. In the case of clause (1) above, Unilever will bear the first $250,000 in damages. In the case of clause (2) above, once the $2 million threshold is reached, we will not be liable for any occurrence where the damages are less than $50,000 or for the first $1 million of damages that exceed the $50,000 per occurrence threshold. In no event will we be liable for any damages arising out of or resulting from environmental claims that exceed $60 million in the aggregate.

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Indemnification Payments

Any damages for which we indemnify Unilever will be paid in cash at the time the damages are finally determined until the aggregate of the damages equals $17 million. Thereafter, any damages for which we indemnify Unilever will, with limited exceptions, be deferred and paid in cash on the date Unilever and its affiliates cease to own any equity interest in JohnsonDiversey Holdings.

Prior to the date on which Unilever ceases to own any equity interest in JohnsonDiversey Holdings, any damages for which Unilever indemnifies us will be paid two-thirds in cash at the time the damages are finally determined and one-third in cash on the date on which Unilever ceases to own any equity interest in JohnsonDiversey Holdings.

In calculating the amount of damages for which we will indemnify Unilever, the provisions of the acquisition agreement operate to make Unilever whole, but not more than whole, taking into account Unilever’s equity interest in JohnsonDiversey Holdings, as it may decrease or cease to exist over time, and whether the price paid by JohnsonDiversey Holdings to Unilever for any of its equity has been reduced to reflect any damages for which we are liable. This is accomplished by means of a gross-up to the amount of damages suffered and, in the case of damages suffered directly by us, by allocating one-third, or such lower number as represents Unilever’s equity interest in JohnsonDiversey Holdings from time to time, of damages to Unilever. Accordingly, the following rules apply in calculating the amount of damages:

· if Unilever or another indemnified party actually pays, suffers or incurs damages, the damages will be paid dollar-for-dollar by JohnsonDiversey Holdings and us on a grossed-up basis; and

· if we or JohnsonDiversey Holdings pays, suffers or incurs damages, one-third, or such lower number as represents Unilever’s equity interest in JohnsonDiversey Holdings from time to time, of the damages will be paid by JohnsonDiversey Holdings and us on a grossed-up basis.

After the date on which Unilever and its affiliates cease to own any equity interest in JohnsonDiversey Holdings, any damages for which we indemnify Unilever will be paid 100% in cash at the time those damages are finally determined.

Put and Call Options

In connection with the Acquisition, JohnsonDiversey Holdings and its stockholders, Commercial Markets Holdco and Marga B.V., a wholly owned subsidiary of Unilever N.V., entered into a stockholders’ agreement. See “—Related Agreements—Stockholders’ Agreement.”

Under the stockholders’ agreement, at any time after the fifth anniversary of the closing of the Acquisition, JohnsonDiversey Holdings has the option to purchase, and Unilever has the right to require JohnsonDiversey Holdings to purchase, the shares and senior discount notes of JohnsonDiversey Holdings then beneficially owned by Unilever. Any exercise by JohnsonDiversey Holdings of its call option must be for at least 50% of each of the shares and senior discount notes beneficially owned by Unilever. Any exercise by Unilever of its put option must be for all of its shares and senior discount notes.

Before the eighth anniversary of the closing of the Acquisition, JohnsonDiversey Holdings’ obligations in connection with a put by Unilever are conditioned on a refinancing of JohnsonDiversey Holdings’ and our senior indebtedness, including indebtedness under the notes, the senior discount notes of JohnsonDiversey Holdings not then beneficially owned by Unilever and the new credit facilities. In connection with the put, JohnsonDiversey Holdings must use its reasonable best efforts prior to the seventh anniversary of the closing of the Acquisition, and its best efforts after the seventh

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anniversary, to consummate a refinancing and may be required to purchase less than all of the shares and senior discount notes subject to the put under some circumstances. If JohnsonDiversey Holdings purchases less than all of the shares and senior discount notes subject to a put, Unilever may again put its remaining shares and senior discount notes after a specified suspension period.

Following the exercise by Unilever of its put rights, if JohnsonDiversey Holdings fails to purchase all of Unilever’s shares for cash by the eighth anniversary of the closing of the Acquisition, JohnsonDiversey Holdings must issue a promissory note to Unilever in exchange for the remaining shares. The maturity date of the JohnsonDiversey Holdings promissory note will be either 90 days or one year after its issuance, depending on the level of Unilever’s ownership interest in JohnsonDiversey Holdings at that time. The terms of the promissory note will provide Unilever with rights similar to its rights as a stockholder under the stockholders’ agreement, including board representation, veto and access and informational rights. The promissory note will contain various subordination provisions in relation to JohnsonDiversey Holdings’ and our senior indebtedness.

If, after the eighth anniversary, Unilever has not been paid cash with respect to its put option, Unilever may also:

· negotiate a sale of its shares and the senior discount notes of JohnsonDiversey Holdings to a third party;

· require JohnsonDiversey Holdings to privately sell Unilever’s shares or other shares of JohnsonDiversey Holdings’ capital stock to a third party; and

· require JohnsonDiversey Holdings to sell our polymer and/or Japan businesses.

The exercise of these remedies, other than sales of Unilever’s shares, is subject to compliance with the agreements relating to JohnsonDiversey Holdings’ and our senior indebtedness.

The price for the senior discount notes of JohnsonDiversey Holdings subject to a put or call option will be equal to the then-accreted value of those senior discount notes. The price for the shares of JohnsonDiversey Holdings subject to a put or call option will be based on the enterprise value of Johnson Diversey Holdings at the time the relevant option is exercised, plus JohnsonDiversey Holdings’ cash and minus its indebtedness.

JohnsonDiversey Holdings’ enterprise value cannot be less than eight times the EBITDA of JohnsonDiversey Holdings and its subsidiaries, on a consolidated basis, for the preceding four fiscal quarters, as calculated in accordance with the terms of the stockholders’ agreement. If JohnsonDiversey Holdings, Unilever and their financial advisors cannot agree on an enterprise value, the issue will be submitted to an independent third-party for determination.

If JohnsonDiversey Holdings purchases less than all of the shares and senior discount notes beneficially owned by Unilever in connection with the exercise of the put or call option, Unilever may elect to fix the price for its remaining shares not purchased. If Unilever does not elect to fix the price, the price will float and a new price will be determined based on the enterprise value the next time a put or call option is exercised.

Contingent Payments

Under the stockholders’ agreement, JohnsonDiversey Holdings may be required to make payments to Unilever in each year from 2007 through 2010 so long as Unilever continues to beneficially own 5% or more of JohnsonDiversey Holdings’ outstanding shares. The amount of each payment will be equal to 25% of the amount by which the cumulative cash flows of JohnsonDiversey Holdings and its subsidiaries, on a consolidated basis, for the period from the closing of the Acquisition

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through the end of the fiscal year preceding the payment (not including any cash flow with respect to which Unilever received a payment in a prior year), exceeds the relevant target described in the stockholders’ agreement. The aggregate amount of all these payments cannot exceed $100 million. Payment of these amounts is subject to compliance with the agreements relating to JohnsonDiversey Holdings’ and our senior indebtedness including, without limitation, the new credit facilities, the notes and the senior discount notes of JohnsonDiversey Holdings.

Related Agreements

    Stockholders’ Agreement

In connection with the Acquisition, JohnsonDiversey Holdings and its stockholders, Commercial Markets Holdco and Marga B.V., entered into a stockholders’ agreement relating to, among other things:

· restrictions on the transfer of shares of JohnsonDiversey Holdings held by the stockholders;

· the corporate governance of JohnsonDiversey Holdings, including board and committee representation and stockholder approval provisions;

· the put and call options described under the caption “—Put and Call Options;”

· the payments described under the caption “—Contingent Payments;” and

· various other rights and obligations of JohnsonDiversey Holdings and its stockholders, such as provisions relating to delivery of and access to financial and other information, payment of dividends and indemnification of directors, officers and stockholders.

Marga B.V.’s obligations under the stockholders’ agreement are guaranteed by Unilever N.V.

Transfer Restrictions. Under the stockholders’ agreement, a stockholder controlled by Unilever may only transfer its shares of JohnsonDiversey Holdings to another entity of which Unilever owns at least 80%, and a stockholder controlled by Commercial Markets Holdco may transfer its shares of JohnsonDiversey Holdings to another entity of which Commercial Markets Holdco owns at least 80%.

Corporate Governance. The board of directors of JohnsonDiversey Holdings consists of eleven directors, including five independent directors appointed by Commercial Markets Holdco. So long as Unilever beneficially owns at least 20% of the outstanding shares of JohnsonDiversey Holdings, it is entitled to nominate two directors to the board of directors of JohnsonDiversey Holdings. If Unilever beneficially owns less than 20% but at least 5% of the outstanding shares of JohnsonDiversey Holdings, it will be entitled to nominate one director. Commercial Markets Holdco has agreed to vote its shares of JohnsonDiversey Holdings to cause the board of directors to include the directors nominated by Unilever if Unilever satisfies the conditions above.

A Unilever director representative will sit on the compensation committee of the board of directors of JohnsonDiversey Holdings, and Unilever may also designate one of its director representatives as an observer to attend, but not vote at, meetings of the audit committee. In addition, the authority of the board of directors of JohnsonDiversey Holdings with respect to specified formal bankruptcy or insolvency proceedings will be exercised by a special bankruptcy committee constituted in accordance with the terms of the bylaws and the stockholders’ agreement.

The stockholders’ agreement and JohnsonDiversey Holdings’ certificate of incorporation generally require, with specified exceptions, the approval of stockholders holding more than 90% of the outstanding shares of JohnsonDiversey Holdings before JohnsonDiversey Holdings or its subsidiaries

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(including us and the guarantor and non-guarantor subsidiaries) can affect various transactions, including, among others, transactions relating to:

· any acquisition or disposition or any joint venture, alliance or capital project having an aggregate fair market value or which will result in aggregate expenditures or payments in excess of (1) $50 million individually, or (2) $10 million individually and $100 million collectively with other transactions entered into in the immediately preceding twelve months;

· the issuance of any additional shares of capital stock, common stock equivalents, or other equity or equity-related interests;

· any merger, consolidation or similar business combination or any sale of all or substantially all of the assets or equity or any reorganization or recapitalization having similar effect;

· a liquidation or dissolution;

· the purchase or investment of a minority equity investment or investment in the nature of indebtedness with a fair market value or resulting in payments that exceed $10 million;

· the entering into of any material line of business unrelated to the business of JohnsonDiversey Holdings and its subsidiaries as of the closing of the Acquisition;

· the closing, winding-up, discontinuation or other exiting or termination of any line of business, if such line of business generated more than $5 million of annualized EBITDA;

· the modification of the policies governing dividends or distributions to the stockholders of JohnsonDiversey Holdings or the declaration by JohnsonDiversey Holdings of dividends or distributions in violation of that policy;

· the incurrence of specified types of additional indebtedness;

· the settlement of any legal proceedings that would impose any material restrictions on the operations of JohnsonDiversey Holdings and its subsidiaries or involve amounts in excess of $10 million, except for proceedings covered by insurance;

· any change in independent auditors;

· specified transactions with affiliates of Commercial Markets Holdco, including S.C. Johnson & Son;

· the redemption or retirement of any of JohnsonDiversey Holdings’ common stock or other equity securities or common stock equivalents;

· any amendment of JohnsonDiversey Holdings’ certificate of incorporation, bylaws or audit or compensation committee charters, with specified exceptions;

· the adoption of any stock option or employee stock ownership plan or the issuance of any equity securities under any stock plan; and

· the adoption of any new, or amendment of existing employee benefit plans that would result in increases above specified levels in annual costs of benefits, with specified exceptions.

The stockholders’ agreement also requires that agreements, contracts, arrangements or transactions relating to the compensation of our officers and directors be approved by the compensation committee of the board of directors of JohnsonDiversey Holdings in order to exempt those agreements, contracts, arrangements or transactions from the stockholder approval provisions. The stockholders’ agreement requires that JohnsonDiversey Holdings’ board of directors review, consider and approve annual capital and operating budgets, and strategic plans prepared from time to time. The stockholders’ agreement also requires that the board of directors of JohnsonDiversey Holdings approve the initiation of various material legal proceedings by or on behalf of JohnsonDiversey Holdings or any subsidiary, including us.

Stockholder Indemnification. Under the stockholders’ agreement, JohnsonDiversey Holdings will indemnify Unilever and its affiliates, officers, directors and employees against all costs arising out of any untrue statement or alleged untrue statement of a material fact contained in specified documents

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filed with the Securities and Exchange Commission or provided to prospective investors or the omission or alleged omission from those documents of a material fact required to be stated in the documents or necessary to make the statements in the documents, in the light of the circumstances under which they were made, not misleading, if, and only to the extent, that those costs arise from Unilever or its affiliate, officer, director or employee being determined to be a person who controls JohnsonDiversey Holdings within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act. This indemnification does not apply to any costs to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to JohnsonDiversey Holdings for inclusion in any document described above by Unilever or any of its affiliates (other than JohnsonDiversey Holdings), including any financial statements required to be delivered under the purchase agreement.

Unilever will indemnify and hold harmless JohnsonDiversey Holdings from and against any and all costs arising out of any untrue statement or alleged untrue statement of a material fact contained in specified documents filed by JohnsonDiversey Holdings or us with the Securities and Exchange Commission or provided to prospective investors, or the omission or alleged omission from a document of a material fact required to be stated in that document or necessary to make the statements in that document, in the light of the circumstances under which they were made, not misleading, if and only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in that document in reliance upon and in conformity with written information furnished to JohnsonDiversey Holdings for inclusion in any document described above by Unilever or any of its affiliates (other than JohnsonDiversey Holdings), including any financial statements required to be delivered under the acquisition.

Term. The stockholders’ agreement terminates, with respect to a stockholder, after its affiliates no longer own any shares of JohnsonDiversey Holdings, and with respect to Unilever, after Unilever no longer beneficially owns any shares or senior discount notes of JohnsonDiversey Holdings or, if issued, the promissory note of JohnsonDiversey Holdings to Unilever in exchange for shares put by Unilever. See “—Put and Call Options.”

Sales Agency Agreement

In connection with the Acquisition, we entered into a sales agency agreement with Unilever whereby, subject to limited exceptions, we act as its exclusive sales agent in the sale of Unilever’s consumer brand products to institutional and industrial end-users in most countries where DiverseyLever conducted its business prior to the closing of the Acquisition. In turn, we have agreed that we will not act on behalf of any other third parties in the sale or promotion of those parties’ products if the products are similar to products we are selling for Unilever as its agent, except with respect to sales of products for affiliates or under arrangements existing on the closing date of the Acquisition. The sales agency agreement terminates on May 2, 2007.

In exchange for our sales agency services, which include sales, promotion, collection and after-sales technical support and customer care, we will be paid an agency fee. The agency fee will be determined separately for each territory. The agency fee, expressed as a percentage of the net proceeds of sales, covers specified pre-determined costs for that territory based upon the costs incurred by the DiverseyLever business prior to the closing of the Acquisition, plus one half of the EBITDA margin of all territories combined, both for the twelve months ended June 30, 2001. In any given year, for amounts sold in excess of targeted sales, the agency fee will be one-half of the regular amount. The targeted sales amount will equal the net proceeds of sales for the twelve months ended June 30, 2001, subject to change through indexation.

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In addition to the agency fee, we will be paid an additional agency fee per territory based on agreed-upon multipliers of the total amount of specified non-variable costs for each territory for the twelve months ended June 30, 2001. This additional agency fee is payable upon the termination of the entire agreement. A portion of the fee attributable to a territory is payable earlier if the sales agency agreement is terminated in part with respect to that territory, or, if we elect, if sales in that territory drop below 90% of the targeted sales for a given year.

Subject to paying the additional agency fee, with specified exceptions, Unilever may terminate the sales agency agreement in whole if sales drop below 75% of the targeted sales for the whole area for a given year or in part, by territory, if sales drop below 75% of the targeted sales for a territory or territories for a given year. Unilever may also terminate the sales agency agreement for specified other reasons, including insolvency and change of control.

While the agency fee contemplates historical levels and rates of enforcement and collection of bad debts, we will be responsible for 100% of all bad debts, if any, in excess of these historical levels until the bad debt rate rises to twice as high as those historical levels, at which time the parties will begin to share equally the costs of those bad debts.

Due to contractual obligations with S.C. Johnson & Son, we may not sell any products as agent for Unilever in some channels of trade that are not exclusively institutional and industrial, and we may not sell some products, such as general cleaning products, in any channels of trade that are not exclusively institutional and industrial. The sales agency agreement carves out these restricted channels of trade and products and allows Unilever to make sales associated with these channels of trade and products directly or through another agent or distributor. Our agreements with S.C. Johnson & Son do not affect our ability to sell products on behalf of Unilever in exclusively institutional and industrial channels of trade.

Intellectual Property Agreements

Retained Technology License Agreement. In connection with the Acquisition, we entered into a retained technology license agreement with Unilever under which Unilever has granted us a license of the patents, design rights, copyrights and know-how used in the DiverseyLever business, during the period from July 1, 2000 through the closing of the Acquisition, but that were retained by Unilever. The patents, design rights, copyrights and know-how that were retained by Unilever are those patents, design rights, copyrights and know-how that were either used in Unilever’s businesses, in addition to the DiverseyLever business, or are those specified patents that are the subject of retained litigation or license agreements that restrict assignments. In this prospectus, these specified patents are referred to as the “restricted patents.” Under the retained technology license agreement, Unilever has granted us:

· a nonexclusive, royalty-free, worldwide, perpetual license (with a right to freely sublicense) of the proprietary know-how, trade secrets, unregistered design rights and copyrights used in the DiverseyLever business at any time during the period from July 1, 2000 through the closing date of the Acquisition and owned by Unilever on the closing date of the Acquisition;

· a nonexclusive, royalty-free, worldwide, perpetual license of specified Unilever patents in the professional market (with rights to sublicense to our subsidiaries and affiliates and to the extent sublicenses were in effect in the DiverseyLever business on the closing date of the Acquisition); and

· a nonexclusive, royalty-free, perpetual license of the restricted patents for all purposes, with a right to freely sublicense, in all jurisdictions in which the restricted patents are in effect.

The licenses to use Unilever’s intellectual property described above are irrevocable, subject to various exceptions described in the retained technology license agreement. Unilever’s ability to grant

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any further licenses of the patents in the professional market for a period ending May 2, 2005 is subject to specified conditions in the retained technology license agreement, and Unilever has agreed not to grant any further licenses of the restricted patents for any purpose, except to the extent necessary to resolve litigation or a dispute. Unilever has also agreed not to engage in any acts that would infringe on the restricted patents.

With respect to each licensed patent, the license granted will terminate with the expiration of the particular patent, unless the patent is terminated or held invalid sooner. The license granted with respect to know-how, unregistered design rights and copyrights will exist until the expiry of the relevant right unless terminated earlier by us. We may terminate the retained technology license agreement at any time by providing written notice to Unilever. Unilever may terminate the patent licenses granted to us if we challenge the validity of, or Unilever’s ownership of, any of its patents licensed under the retained technology license agreement or if we are in material or persistent breach of any provision of the retained technology license agreement and, if the breach is curable, have not cured the breach within ten business days after receipt of notice of the breach.

Transferred Technology License Agreement. At the closing of the Acquisition, we entered into a transferred technology license agreement with Unilever under which we have granted a license to Unilever to use specified intellectual property rights (other than patents and registered designs) and specified patents and registered designs that were transferred to us as part of the Acquisition. Under the transferred technology license agreement, we have granted to Unilever:

· a nonexclusive, irrevocable, royalty-free, worldwide, perpetual license of the transferred technology (with a right to freely sublicense), provided that Unilever may use the trademarks included in the transferred technology only in relation to goods and services in respect of, and only in countries in, which the trademarks were used on the closing date of the Acquisition; and

· a nonexclusive, irrevocable, royalty-free license of the transferred patents in the consumer brands business of Unilever and for developing, manufacturing, marketing, distributing, keeping, importing and selling specified products permitted under the transferred technology license agreement, in all jurisdictions in which the transferred patents are in effect.

With respect to each licensed patent, the license will terminate upon the expiration of the particular patent, unless the patent is terminated or held invalid sooner. The license granted with respect to copyrights, unregistered design rights and know-how will exist until expiry of the relevant rights unless terminated earlier by Unilever. Unilever may terminate the transferred technology license agreement at any time upon providing written notice to us. We may terminate the license of the transferred patents if:

· Unilever challenges the validity of or our ownership of any of the transferred patents;

· Unilever is in material or persistent breach of a provision of the transferred technology license agreement and, if the breach is curable, has not cured the breach within ten business days after receipt of notice of the breach; or

· a specified insolvency-related event involving Unilever is commenced or occurs.

Retained Trademark License Agreement. In connection with the Acquisition, we entered into a retained trademark license agreement with Unilever under which Unilever has granted us a license to use the “Lever” and “Unilever” names in our business. Under the retained trademark license agreement, Unilever has granted us:

· an exclusive, royalty-free license (with the right to sublicense only to our subsidiaries and affiliates) to use the Lever mark in the same combinations and manner in which it was used in

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the DiverseyLever business on the closing date of the Acquisition, and in the word “DiverseyLever” until November 2, 2004; and

· a nonexclusive, royalty-free license (with the right to sublicense only to our subsidiaries and affiliates) to use the Unilever mark until December 2, 2004 for the sole purpose of selling goods already branded with the Unilever mark on the closing date of the Acquisition,

in each case only in the same manner and in relation to the same goods and services as those for which the Lever and Unilever marks were used, and in the countries in which the DiverseyLever business operated, on the closing date of the Acquisition. The license does not extend to the dispensed products, which are covered by their own license under the dispensed products license agreement discussed below.

The retained trademark license agreement will continue until the end of the periods for which the licenses are granted. We may terminate the licenses granted at any time. Unilever may terminate the retained trademark license agreement if:

· we challenge the validity of or Unilever’s ownership of any rights or registrations in or in relation to any of the trademarks;

· we are in breach of provisions of the retained trademark license agreement relating to the use of, or filings for, the trademarks;

· we are in material or persistent breach of a provision of the retained trademark license agreement and, if the breach is curable, have not cured the breach within fifteen business days after receipt of notice of the breach;

· there is a change of control of our company; or

· a specified insolvency-related event involving our company is commenced or occurs.

Dispensed Products License Agreement. In connection with the Acquisition, we entered into a dispensed products license agreement with Unilever under which Unilever has granted us a license to use the trademarks, patents and know-how relating to the products we sell for use in our cleaner dispensing systems. Under the dispensed products license agreement, Unilever has granted us:

· a nonexclusive license (with the right to sublicense only to our subsidiaries and affiliates) to use in specified countries (in accordance with Unilever’s guidelines on use) the relevant trademarks on the corresponding dispensed products manufactured and packed in accordance with Unilever’s technical specifications;

· a nonexclusive license (with right to sublicense only to our subsidiaries and affiliates) of the patents and know-how relevant to the dispensed products in specified countries to use, keep, produce for sale, make, offer and import for sale and sell the corresponding dispensed products manufactured and packed in accordance with Unilever’s technical specifications and under its trademarks.

Under the dispensed products license agreement, we will pay to Unilever a royalty of 4% of the net sales of the dispensed products. We may not use the trademarks or formulation rights other than in the same manner and for the same purposes as they were used in the DiverseyLever business prior to the closing of the Acquisition.

The dispensed products license agreement terminates on May 2, 2007. At the end of the term the dispensed products license agreement automatically renews for successive one year periods. Either party may terminate the dispensed products license agreement or the licenses granted under the

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agreement by providing six months’ written notice prior to any anniversary of the dispensed products license agreement, provided that Unilever may terminate prior to May 2, 2007 only if:

· we sell a product for use in (or by means of) any dispensing system similar to a specified dispensing system in the dispensed products license agreement, which product is branded with a trademark that is neither licensed under the dispensed products license agreement, owned by us or any of our subsidiaries or affiliates, nor owned by the professional end-user of that product; and

· Unilever notifies us of those sales, and we do not cease those sales within twenty business days after the notice.

Unilever may also terminate the dispensed products license agreement if:

· we challenge the validity of or Unilever’s ownership of any rights or registrations in or in relation to any of the licensed rights;

· we are in breach of the provisions of the dispensed products license agreement that relate to the use of the trademarks and formulation rights and quality control;

· we are in material or persistent breach of a provision of the dispensed products license agreement and, if the breach is curable, have not cured the breach within fifteen business days after receipt of notice of the breach;

· there is a change of control of our company; or

· a specified insolvency-related event involving our company is commenced or occurs.

Transitional Services Agreement

In connection with the Acquisition, we entered into a transitional services agreement with Unilever relating to a wide range of support services from Unilever and intended to ensure the smooth transition of the DiverseyLever business from Unilever to us. These services include various human resources, information technology, intellectual property administration, analytical, warehousing and transportation, administrative, provision of office space and other services. In addition, Unilever has agreed to allow our affiliates access to its computer network under a network access arrangement. The level and manner in which Unilever provides these services generally must be consistent with the level and manner in which they were provided to the DiverseyLever business immediately prior to the closing of the Acquisition.

The price for each service is at cost, and generally will be determined in a manner consistent with Unilever’s existing cost allocation methodology. Unilever may adjust the prices from time to time in the ordinary course of business, provided the adjustments reflect the cost for the relevant service.

Unilever will provide each service for the period agreed upon by the parties, but will not provide any service longer than 24 months, except for redirecting internet traffic to the appropriate new domain name or address, which Unilever will provide for up to 30 months. Unilever will provide most services for no more than 12 months.

Supply Agreements

We entered into two supply agreements with Unilever in connection with the Acquisition. Under these agreements, we and Unilever, through the members of our respective groups, manufacture, pack, store and ship products for each other. Under one of the supply agreements, we act as the supplier and Unilever serves as the customer, and under the other agreement our roles are reversed. With the exception of this role reversal and the factories involved, the products that are supplied and

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some other less significant differences included in the supply agreement under which we act as supplier based on the integration of the DiverseyLever business with CMI, the two supply agreements are identical.

The supply agreements provide for the supply of all products that Unilever and the DiverseyLever business supplied to one another during the period immediately preceding the closing date of the Acquisition. Prices are based on the provisions relating to pricing and terms of payment that existed between Unilever and the DiverseyLever business prior to closing, subject to revision by agreement of the parties.

Supply of various products will continue in effect for a period of 12 months or less as we have expressly agreed with Unilever in the supply agreement. Other than with respect to those specifically enumerated arrangements and subject to the parties’ rights to terminate, each supply agreement remains in effect as to a particular product until that product will not be supplied any longer. We and Unilever may terminate either supply agreement in part or in its entirety in the event of an unremedied serious or persistent breach by the other party, upon a change in control or for any reason on the giving of six months’ written notice after August 2, 2002. Further, we or Unilever may terminate a particular order upon a breach of the terms of the order that remains uncured for a specified period. Finally, the customer under either supply agreement may terminate the agreement as to products supplied at a particular factory if the supplier does not implement reasonable suggestions that the customer makes, taking into account standards used in the supply of the products in the period immediately prior to the closing of the Acquisition, after visiting that factory.

Non-Competition Agreement

In connection with the Acquisition, we entered into a non-competition agreement with Unilever. The non-competition agreement restricts Unilever and its affiliates from competing with us in the Business (as defined below) (1) in the European Union, until May 2, 2005, and (2) in countries outside of the European Union in which the DiverseyLever business was engaged prior to the Acquisition, until May 2, 2007.

For purposes of the non-competition agreement, the term “Business” is defined as the business of:

(1) developing, manufacturing, marketing, distributing and selling to professional end-users and wholesalers, distributors, “cash and carry” outlets or similar resellers who purchase products for resale, directly or indirectly, to professional end-users:

· fabric care products

· machine warewashing products

· kitchen cleaning products

· personal care products

· building care products

· pest control products

· air cleaning products

· cleaning and hygiene utensils and paper products

which, in each case, are marketed and sold

(A) under a “professional brand,” i.e., one used exclusively or primarily on products sold to or for use by commercial, institutional or industrial end-users, or

(B) under a “consumer brand,” i.e., one used exclusively or primarily on products sold to or for use by domestic end-users, and where no equivalent product for the same general purpose is marketed and sold by Unilever or its affiliates in its consumer products business;

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(2) developing, manufacturing, marketing, distributing, selling other specified categories of industrial cleaning, hygiene and maintenance products; and

(3) developing, marketing, distributing, selling and providing specified categories of services in relation to the products described above or in connection with the cleaning and hygiene requirements of commercial, institutional and industrial end-users.

Neither Unilever nor any of its affiliates will be in breach of the non-competition agreement if:

· it acquires a business that includes a competing business if:

(1) the aggregate revenues of the competing business for the twelve months immediately preceding the closing of the acquisition of the acquired business represent less than 33% of the acquired business in the territory covered by the non-competition agreement for the twelve-month period and Unilever or an affiliate of Unilever uses its reasonable best efforts to sell the competing business within this twelve month period, subject to involving us in any auction sales process and to specified other requirements; or

(2) the aggregate revenues of the competing business for the twelve months immediately preceding the closing of the acquisition of the acquired business represent less than $50 million annually in the aggregate or less than $25 million annually in any one country;

· it continues any operations carried out by Unilever and its affiliates under contracts with JohnsonDiversey Holdings or JohnsonDiversey or their subsidiaries; or

· it continues to conduct the Business in Cote d’Ivoire, El Salvador, Ecuador, Honduras, Malawi and, pursuant to the distributorship operations of Unilex Cameroun S.A., in Cameroon, in which Unilever retained assets and operations of its institutional cleaning and hygiene business.

Moreover, the non-competition agreement does not prohibit Unilever and its affiliates from engaging in its consumer products business anywhere in the world or developing, manufacturing, marketing, distributing or selling any product which has the same general purpose as the products described in clause (1) of the definition of “Business” above to or for commercial, industrial or institutional end-users if an equivalent product is marketed or sold by Unilever or any of its affiliates in connection with its consumer products business, whether or not the product is reformulated and repackaged for use by commercial, industrial or institutional end-users.

Senior Discount Notes Registration Rights Agreement

At the closing of the Acquisition, JohnsonDiversey Holdings issued its senior discount notes to Unilever. In connection with the issuance of its senior discount notes, JohnsonDiversey Holdings entered into a registration rights agreement with Unilever. Under the senior discount notes registration rights agreement, at any time after August 1, 2002, the holder or holders of the senior discount notes representing at least $20 million may require JohnsonDiversey Holdings to:

· effect a demand registration of all or a portion of the holder’s senior discount notes; or

· cooperate with the holder in connection with the offer and sale by the holder of all or a portion of its senior discount notes to qualified purchasers that are not affiliates of the holder pursuant to Rule 144A of the Securities Act, Regulation S of the Securities Act and/or any other exemption from registration available under the Securities Act.

Under the senior discount notes registration rights agreement, JohnsonDiversey Holdings is obligated to comply only with an aggregate of three demand or resale notices. JohnsonDiversey Holdings will bear all fees and expenses incurred in connection with a demand registration or resale notice other than underwriting discounts and commissions, placement fees and agency fees. The registration rights under this agreement may be transferred by a holder of senior discount notes to any subsequent holder of senior discount notes.

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MANAGEMENT

Our Directors and Executive Officers

The following is a list of our directors and executive officers, their ages as of June 1, 2002, and their positions and offices:

Name	Age	Position
S. Curtis Johnson III	47	Director and Chairman
Gregory E. Lawton	51	Director, President and Chief Executive Officer
Michael J. Bailey	49	Senior Vice President and Chief Financial Officer
JoAnne Brandes	48	Senior Vice President, Chief Administrative Officer, General Counsel and Secretary
Sue Leboza	47	Vice President and Chief Information Officer
Timothy Ransome*	52	Senior Vice President—Human Resources
Clive A. Newman	38	Vice President and Corporate Controller
Andrew Webb	54	Vice President—Global Strategy Development
David S. Andersen	41	Vice President—Global Enterprise Development
Gregory F. Clark	48	Senior Vice President—Global Product Portfolio and Innovation
David G. Kennedy*	50	Senior Vice President—Global Integration Office
Roberto Sidoli	49	Senior Vice President—Global Supply Chain
Candan Karabagli	41	Senior Vice President—Global Strategic Sectors
Jean-Max Teissier	57	Regional President—Latin America
Morio Nishikawa	58	Regional President—Japan
Venkatesh Kasturirangan	55	Regional President—North America
Graeme Armstrong	39	Regional President—Europe
Paul A. Mathias	57	Regional President—Asia-Pacific
Todd C. Brown	52	Director
Irene M. Esteves	43	Director
Robert M. Howe	57	Director
Helen Johnson-Leipold	45	Director
Clifton D. Louis	46	Director
Neal R. Nottleson	65	Director

* Messrs. Ransome and Kennedy are employed by Unilever. Under the acquisition agreement, they have been loaned to work for us for a specified period of time after the closing of the Acquisition. Their terms of service with us expire in December 2002 and may be extended by us and the respective employee to December 2003.

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S. Curtis Johnson III has been Chairman since February 1996. He also has been Chairman of Commercial Markets Holdco since December 8, 1999. Mr. Johnson joined S.C. Johnson & Son in 1983 and became a general partner of Wind Point Partners, L.C., a $126 million venture capital partnership which he co-founded and in which S.C. Johnson & Son was a major limited partner. He also served as Vice President—Global Business Development of S.C. Johnson & Son from October 1994 to February 1996. Since joining S.C. Johnson & Son in August 1983, Mr. Johnson has served in several other offices, including Vice President and Managing Director of Mexican Johnson, a subsidiary of S.C. Johnson & Son, and Director—Worldwide Business Development. Mr. Johnson earned a Bachelor of Arts degree in Economics from Cornell University in 1977 and a Master of Business Administration in Marketing/Finance from Northwestern University in 1983. Mr. Johnson also serves as a director of Cargill, Incorporated. He is a lineal descendant of Herbert F. Johnson, Jr. and the brother of Helen Johnson-Leipold, another director of our company.

Gregory E. Lawton has been Director, President and Chief Executive Officer since September 2000. Mr. Lawton has also served as a director of Commercial Markets Holdco since April 12, 2000. He joined us as President and Chief Operating Officer in December 1998 and was Chief Operating Officer until August 2000. Prior to joining us, Mr. Lawton was President of NuTone, Inc., a supplier of residential ventilation products and electronics located in Cincinnati, Ohio, from August 1994 to December 1998. From 1972 to August 1994, Mr. Lawton served in various offices at The Procter & Gamble Company, most recently as Vice President and General Manager of their paper division from 1989 until 1994. Mr. Lawton earned a Bachelor of Arts degree in Government from St. Lawrence University. Mr. Lawton also serves as a director of Johnson Outdoors, Inc. and General Cable Corporation, a manufacturer and distributor of wire and cable products for the communications, energy and specialty markets. Mr. Lawton is also a member of the compensation committee of General Cable Corporation.

Michael J. Bailey has served as Senior Vice President and Chief Financial Officer since October 1999. He has also been the Senior Vice President and Chief Financial Officer of Commercial Markets Holdco since December 8, 1999. Before joining us, Mr. Bailey served as Senior Vice President, Finance and Administration and Chief Financial Officer for Standard Motor Products, Inc., a large manufacturer and distributor of a wide range of automotive replacement parts from June 1993 to September 1999. Mr. Bailey has held numerous financial leadership and business development positions for domestic and international companies, including Instituto Finanziazio Industriale S.P.A. and Ford Motor Company. Mr. Bailey earned a Bachelor of Business Administration from Western Michigan University in 1974 and a Master of Business Administration from the University of Michigan—Ann Arbor in 1976.

JoAnne Brandes has served as Senior Vice President, General Counsel and Secretary since October 1997 and as Chief Administrative Officer since January 2002. From October 1996 until October 1997, she was Vice President and General Counsel. She has also been the Senior Vice President and General Counsel of Commercial Markets Holdco since December 8, 1999. Ms. Brandes joined S.C. Johnson & Son in 1981. Prior to joining S.C. Johnson & Son, Ms. Brandes was in the private practice of law in Milwaukee, Wisconsin. Ms. Brandes earned a Bachelor degree from the University of Wisconsin—Eau Claire and a juris doctor degree from Willamette University College of Law, Salem, Oregon. Ms. Brandes also serves as a member of the boards of directors of Alternative Resources Corporation, Bright Horizons Family Solutions, Inc., Capital H, Inc. and Johnson Family Funds, Inc. She also is a Regent of the University of Wisconsin System.

Sue Leboza has been Vice President and Chief Information Officer since August 2000. Prior to that, Ms. Leboza was the Vice President of Baxter International, Inc., a supplier of medical products. She held that position from October 1996 until February 2000.

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Timothy Ransome joined us as Senior Vice President—Human Resources upon the closing of the Acquisition. From July 1996 until the Acquisition, he served as Senior Vice President—Human Resources for DiverseyLever. Mr. Ransome joined Unilever in 1973 after previous experience in the British civil service and the construction industry. Within Unilever his early experience was in industrial relations in the chemical, packaging and food industries all based in the United Kingdom. In 1983, he became head of human resources for Unilever’s food business in the United Kingdom before moving to Unilever’s headquarters in London in 1985 to take responsibility for Unilever’s management compensation and development functions in the United Kingdom. In 1991, he became Vice President of Human Resources for the worldwide business of Elizabeth Arden based in New York.

Clive A. Newman joined us as Vice President and Corporate Controller upon the closing of the Acquisition. From May 2001 until the Acquisition, he was Controller and Vice President—Finance Europe of DiverseyLever. Prior to that, Mr. Newman was Finance Manager—Beverages of Unilever from 2000 until April 2001, Regional Finance Director of DiverseyLever from 1996 until 2000 and Chief Accountant and Corporate Secretary, UK of Lever Industrial from 1994 until 1996.

Andrew Webb has served as our Vice President—Global Strategy Development since the closing of the Acquisition. He served as our Regional President—Europe from September 1998 until May 3, 2002. Mr. Webb joined us as European Marketing Director in January 1998. Prior to joining us, Mr. Webb founded two businesses, Webb & Associates Management, a consulting firm, and Easy Languages Limited, a specialist in foreign language courses. From 1995 until 1996, Mr. Webb was director of strategic marketing for BET European Textile Rental Services. Prior to that, he worked for Perstorp Surface Materials from 1981 until 1995 in global business development. Mr. Webb has also held positions with McKinsey & Company, strategy consultants, Jaboneria Nacional SA, a Unilever licencee, The Procter & Gamble Company and The Gillette Company. Mr. Webb earned a Bachelor of Commerce degree from the University of Edinburgh.

David S. Andersen has been our Vice President—Global Enterprise Development since the closing of the Acquisition. He was our Vice President—eSolutions from October 2000 until May 3, 2002. He served as Vice President—Global Enterprise Development Group from July 1999 until October 2000, as Vice President Business Development from March 1998 to July 1999, as Managing Director of Total Solutions Inc. of our North American Operations from March 1996 until March 1998, and as Director of Global Mergers and Acquisitions from December 1994 until March 1996. Mr. Andersen also served as Corporate Acquisitions Director of S.C. Johnson & Son from October 1992 until December 1994. Mr. Andersen joined S.C. Johnson & Son in March 1991 as Business Development Manager. Mr. Andersen earned a Bachelor degree from Brown University and a Master of Business Administration from Harvard University.

Gregory F. Clark has been our Senior Vice President—Global Product Portfolio and Innovation since the closing of the Acquisition. He was our Vice President—Global Manufacturing and Sourcing from May 1999 until May 3, 2002. Mr. Clark joined S.C. Johnson & Son in 1978 and has served in a variety of manufacturing, operations and financial positions domestically and internationally with both us and S.C. Johnson & Son. Mr. Clark earned a Bachelor degree in Chemical Engineering from Purdue University and a Master of Business Administration from the University of Chicago.

David G. Kennedy joined us as Senior Vice President—Global Integration Office upon the closing of the Acquisition. Prior to that, he was Senior Vice President—Finance and Information Technology of DiverseyLever since June 1999. Mr. Kennedy joined Unilever in 1975, working in Unilever’s United Kingdom detergents’ subsidiary. He held numerous positions with Unilever, including Commercial Director in Lever Brothers Thailand from 1985 until 1989, Finance Director of Hindustan Lever in India from 1989 until 1992 and Senior Vice President, Finance, of Unilever’s detergents and personal care companies in Europe from 1992 until 1999. Mr. Kennedy is a graduate of Aberdeen University with a Master of Arts degree in Accountancy.

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Roberto Sidoli joined us as Senior Vice President—Global Supply Chain upon the closing of the Acquisition. Prior to that, he was Senior Vice President—Supply Chain for DiverseyLever since August 1999. Dr. Sidoli joined Unilever Research in 1977, working as a research scientist in the gum health program. He then held a number of development roles in the Philippines, United Kingdom and Indonesia before returning to the United Kingdom as Factory Manager in Unilever’s Personal Care business. He also held supply chain positions in France and Italy before joining DiverseyLever, including Supply chain Director of Unilever Home Personal Care Europe from August 1996 until August 1999. Dr. Sidoli earned a Bachelor of Science degree and Ph.D. in Chemistry from Liverpool University.

Candan Karabagli joined us as Senior Vice President—Global Strategic Sectors upon the closing of the Acquisition. Prior to that, she was Senior Vice President—Strategic Sectors for DiverseyLever since September 2000. Ms. Karabagli was also Vice President—Customer Management Excellence from January 2000 until September 2000, Vice President—Global Business Development, Institutional and Laundry from April 1999 until January 2000 and Managing Director for DiverseyLever Turkey from June 1995 until April 1999. Ms. Karabagli joined Lever Brothers, Turkey in 1987 and led the customer management automation project for Lever, Elida and Lever Industrial International. Ms. Karabagli received a Bachelor of Science degree in Industrial Engineering from The Middle East Technical University and also a Master degree in Management Information Systems from the University of Arizona.

Jean-Max Teissier joined us as Regional President—Latin America upon the closing of the Acquisition. Prior to that, he was Regional Vice President of Latin America, based in Buenos Aires, Argentina, of DiverseyLever since 1999. He joined Unilever (United Africa Company) in 1969 in the Ivory Coast. Thereafter, he was transferred to Senegal to serve in his first general management role. After a six year tenure in Cameroon, he assumed a regional role for the Unilever business in the Middle East and was based in London. Mr. Teissier was appointed Chairman of the United Africa Company in Ivory Coast in 1987. Thereafter, he took a management position in France and was responsible for running businesses in Francophone, Africa. In 1993, he joined Lever Industrial as Manager Director (France) and served in that position until December 1998.

Morio Nishikawa has been Regional President—Japan since September 1997. He has also been President and Chief Executive Officer of Johnson Professional Co. Ltd., Japan since 1998.  Mr. Nishikawa joined S.C. Johnson & Son in 1968 and has held numerous positions, including Chief Executive Officer of Johnson Professional Co., Ltd., Marketing Manager of the Consumer Business and Household Products, and our Director Consumer Products Marketing and Sales Development and Senior Managing Director of CMI. Mr. Nishikawa earned a Bachelor of Arts degree in Economics from Kokugakuin University and has completed advanced management programs at Nomura Management School and the Harvard University.

Venkatesh Kasturirangan joined us as Regional President—North America upon the closing of the Acquisition. Prior to that, he was Senior Vice President—North America of DiverseyLever since July 2000. From July 1998 until June 2000, Mr. Kasturirangan served as Executive Vice-President and Chief Operating Officer (Personal Wash, Skin and Oral Care) for Unilever Home and Personal Care. Prior to that, he was the Chairman and Chief Executive Officer of Unilever Philippines from July 1995 until June 1998. Mr. Kasturirangan joined Unilever over 29 years ago after having worked for Warner Lambert in India and held various other sales, marketing and management positions with Unilever, including Director, Unilever India (HLL) where he was in charge of Personal Products and Director Ponds (India).

Graeme Armstrong joined us as Regional President—Europe upon the closing of the Acquisition. Prior to that, he was Senior Vice President of Portfolio and Innovation of DiverseyLever since 1998 and was responsible for the global DiverseyLever product range and product development and marketing

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functions. Mr. Armstrong joined Unilever in 1986, working in the Consumer Detergents Division on research on detergent enzymes. Thereafter, he ran detergents’ development projects in Brazil, South Africa and Indonesia. Mr. Armstrong returned to England in 1992 and served as Section Manager for the new cleaning technologies of DiverseyLever and then as Deputy Division Manager for exploratory research. In 1994, he joined Lever Industrial International as Vice President of Technology and became a member of the Lever Industrial International Board. From 1995 until 1996,  Mr. Armstrong served as Vice President of Research and Development of Lever Industrial International. He became Senior Vice President of Research and Development for DiverseyLever after Unilever acquired DiverseyLever in 1996 and held that position until 1998.

Paul A. Mathias has been Regional President—Asia Pacific since April 2000. Prior to that,  Mr. Mathias was Group Managing Director—Indochina of S.C. Johnson & Son from July 1992 until April 2000. Mr. Mathias joined S.C. Johnson & Son in 1972.

Todd C. Brown has been a Director since April 2001. Mr. Brown has also been a director of Commercial Markets Holdco since April 3, 2000. Mr. Brown is Executive Vice President of Kraft Foods, Inc. and President of its e-Commerce Division. He has held these positions since January 2001.  Mr. Brown has held various positions at Kraft Foods, Inc. since 1985, most recently as President of Kraft Foodservices Division from April 1998 until December 2000, General Manager of Beverages and Desserts Division from November 1997 until March 1998 and General Manager of Desserts Division form August 1996 until October 1997. Mr. Brown is also a director of ADVO Inc., a targeted direct mail marketing services company.

Irene M. Esteves has been a Director since June 1998. Ms. Esteves has also been a director of Commercial Markets Holdco since April 12, 2000 and the Chief Financial Officer of Putnam, LLC, a money management firm, since January 1997. She is also a director of Putnam, LLC.

Robert M. Howe has been a Director since April 1996. He has also been a director of Commercial Markets Holdco since April 12, 2000. Mr. Howe has been the Chairman of Scient, Inc., a provider of integrated e–Business strategy and technology services, since April 2000 and previously served Scient as its Chief Executive Officer. Mr. Howe also was General Manager of Global Financial Services at International Business Machines Corporation from 1997 until February 1998. He is a member of the boards of directors of Scient, Inc. and the Development Bank of Singapore. Mr. Howe earned a Bachelor in Business Administration degree from Southern Methodist University and a Master of Business Administration from Harvard University.

Helen Johnson-Leipold has been a Director since December 1999. Ms. Johnson-Leipold has also been a director of Commercial Markets Holdco since April 12, 2000 and the Chairman and Chief Executive Officer of Johnson Outdoors, Inc., a manufacturer and marketer of outdoor recreational equipment, since 1999. From 1997 until 1999, she served as the Vice President—North America Personal Care and Home Care of S.C. Johnson & Son. Prior to that, Ms. Johnson-Leipold was the Executive Vice President—North America Businesses of Johnson Outdoors, Inc. from 1995 until 1997 and the Vice President—Consumer Marketing Services Worldwide of S.C. Johnson & Son from 1992 until 1995. Ms. Johnson-Leipold is a lineal descendant of Herbert F. Johnson, Jr. and the sister of  S. Curtis Johnson III, the Chairman of our company.

Clifton D. Louis has been a Director since December 1999. Mr. Louis has also been a director of Commercial Markets Holdco since March 1, 1999. Mr. Louis is the owner of The Vineyard, Inc., a retail wine store, and has been its President and Chief Executive Officer since 1985. Mr. Louis is a lineal descendant of Henrietta Johnson Louis.

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Neal R. Nottleson has been a Director since September 1999. Mr. Nottleson has also been a director of Commercial Markets Holdco since March 1, 1999. Mr. Nottleson retired in 1999. Prior to his retirement, he was the Vice Chairman of S.C. Johnson & Son from October 1996 until June 30, 1999. As Vice Chairman, Mr. Nottleson directed the finance, legal, environmental, public affairs, information technology and strategic planning departments at S.C. Johnson & Son.

Corporate Governance of JohnsonDiversey Holdings and CMI

The stockholders’ agreement among Unilever, Commercial Markets Holdco and JohnsonDiversey Holdings provides the board of directors and stockholders of JohnsonDiversey Holdings with rights of approval and consultation with respect to various matters relating to JohnsonDiversey Holdings’ subsidiaries, including us. In connection with any matter subject to the supermajority shareholder approval requirements of the stockholders’ agreement and JohnsonDiversey Holdings’ certificate of incorporation described under the caption “The Acquisition—Related Agreements—Stockholders’ Agreement,” the matter must first be considered at a meeting of the board of directors of JohnsonDiversey Holdings prior to any request for stockholder approval. Matters that must first be considered by JohnsonDiversey Holdings’ board of directors pursuant to the stockholders’ agreement include the entering into by us of the transactions described under the caption “The Acquisition—Related Agreements—Stockholders’ Agreement,” including the approval of certain stock based and other employee benefit plans described under that caption. The stockholders’ agreement also requires that agreements, contracts, arrangements or transactions relating to the compensation of our officers and directors be approved by the compensation committee of JohnsonDiversey Holdings. The stockholders’ agreement requires that JohnsonDiversey Holdings’ board of directors review, consider and approve annual capital and operating budgets, and strategic plans prepared from time to time. The stockholders’ agreement also requires that the board of directors of JohnsonDiversey Holdings approve the initiation of various material legal proceedings by or on behalf of JohnsonDiversey Holdings or any subsidiary, including us, and that any authority of the board of directors of JohnsonDiversey Holdings with respect to certain proceedings in bankruptcy be exercised only by a special bankruptcy committee of the board to be comprised of all of the independent directors of JohnsonDiversey Holdings.

The composition of the board of directors of JohnsonDiversey Holdings has been determined as described under the caption “The Acquisition—Related Agreements—Stockholders’ Agreement.” The board of directors of JohnsonDiversey Holdings consists of our directors identified under the caption“—Our Directors and Executive Officers,” one additional independent director to be appointed by Commercial Markets Holdco and two representatives of Unilever appointed and elected pursuant to the stockholders’ agreement. Commercial Markets Holdco has not yet advised us of the independent director that it will nominate to serve on the board. The following are the directors of JohnsonDiversey Holdings that were nominated by Unilever to serve on the board of JohnsonDiversey Holdings:

· Rudy Markham. Mr. Markham is the Financial Director of Unilever and has held this position since August 2000. Mr. Markham joined Unilever in 1968 and was appointed director in May 1998. Prior to serving as Financial Director, Mr. Markham held various positions with Unilever, including Strategy and Technology Director in 1998, Business Group President, North East Asia from 1996 until 1998, Chairman of Nippon Lever Japan from 1992 until 1996 and Group Treasurer from 1986 until 1989.

· John Rice. Mr. Rice is the Business President of Latin America and Slim-Fast Worldwide for Unilever. He joined Unilever in 1981 and was appointed Business President in January 2001. Prior to that, he was the President and Chief Executive Officer of Lipton USA.

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EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation earned during CMI’s fiscal year 2001 by our Chief Executive Officer and our four other most highly compensated executive officers:

Summary Compensation Table

	Annual Compensation						Long–Term Compensation
							Awards				Payouts
Name and Principal Position	Year	Salary ($)		Bonus ($)		Other Annual Compen- sation ($)	Restricted Stock Award(s) ($)(1)			Securities underlying Options (#) (2)	LTIP Payouts ($)	All Other Compen- sation ($)
Gregory E. Lawton	2001	$	685,000	$	1,097,853	$52,160(3)	$	1,472,093	(4)	1,695	—	$	48,346	(5)
President and Chief     Executive Officer
S. Curtis Johnson III	2001		513,750		705,648	101,699(6)		—		27,000	—		16,401	(7)
Chairman
Michael J. Bailey	2001		311,250		344,339	—		34,819	(8)	305	—		17,820	(9)
Senior Vice President and     Chief Financial Officer
JoAnne Brandes	2001		311,250		368,423	—		34,819	(10)	305	—		13,768	(11)
Senior Vice President, Chief     Administrative Officer,     General Counsel and     Secretary
Alejandro Martinez de Hoz	2001		333,749		125,490	—		19,704	(12)	270	—		1,751	(13)
Regional President—     Americas

    (1) Represents restricted shares of class C common stock of Commercial Markets Holdco.

    (2) All options were granted on November 1, 2000 and will vest 100% four years after the date of grant, or October 31, 2004. See “—Option/SAR Grants in Last Fiscal Year.”

    (3) Consists of $7,090 of country club and other personal expenses, $42,219 reimbursement of company loan interest expenses and $2,851 for the personal use of aircraft which is jointly owned by S.C. Johnson & Son and Commercial Markets Holdco. See “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son—Joint Operating Agreement.”

    (4) Mr. Lawton had an aggregate of 17,397 shares of unvested class C restricted stock of Commercial Markets Holdco with a fair value at June 29, 2001 of $2,366,862. Dividend equivalents are paid on unvested restricted stock and the amount paid during fiscal year 2001 is included in the column labeled “All Other Compensation.”

    (5) Consists of $12,530 of CMI’s deferred profit sharing and matching contributions to a 401(k) plan and $35,816 as dividend equivalents on unvested restricted stock.

    (6) Consists of $7,000 of personal tax preparation, $12,710 representing payments related to expiring phantom stock and $81,989 for the personal use of aircraft which is jointly owned by S.C. Johnson & Son and Commercial Markets Holdco. See “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son—Joint Operating Agreement.”

    (7) Consists of $16,001 of CMI’s deferred profit sharing and $400 of CMI’s contribution to a retiree medical savings account.

    (8) Mr. Bailey had an aggregate of 630 shares of unvested class C restricted stock of Commercial Markets Holdco with a fair value at June 29, 2001 of $85,712. Dividend equivalents are paid on unvested restricted stock and the amount paid during fiscal year 2001 is included in the column labeled “All Other Compensation.”

    (9) Consists of $15,949 of CMI’s deferred profit sharing and matching contributions to a 401(k) plan, $1,471 as dividend equivalents on unvested restricted stock and $400 of CMI’s contribution to a retiree medical savings account.

  (10) Ms. Brandes had an aggregate of 1,083 shares of unvested class C restricted stock of Commercial Markets Holdco with a fair value at June 29, 2001 of $147,342. Dividend equivalents are paid on unvested restricted stock and the amount paid during fiscal year 2001 is included the column labeled in “All Other Compensation.”

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(11) Consists of $10,701 of CMI’s deferred profit sharing and matching contributions to a 401(k) plan, $2,667 as dividend equivalents on unvested restricted stock and $400 of CMI’s contribution to a retiree medical savings account.

(12) Mr. Martinez de Hoz had an aggregate of 704 shares of unvested class C restricted stock of Commercial Markets Holdco with a fair value at June 29, 2001 of $95,799. He also had an aggregate of 2,828 shares of unvested class B restricted stock of Commercial Markets Holdco with a fair value at June 30, 2001 of $202,994. Dividend equivalents are paid on unvested restricted stock and the amount paid during fiscal year 2001 is included in the column labeled “All Other Compensation.”

(13) Consists of $1,751 as dividend equivalents on unvested restricted stock.

Option/SAR Grants in Last Fiscal Year

The following table summarizes pertinent information concerning individual grants of stock options to purchase class C common stock of Commercial Markets Holdco made during CMI’s fiscal year 2001, including a theoretical grant date present value for each such grant:

Individual Grants							Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
Name	Number of Securities Underlying Options Granted(1)	Percent of Total Options Granted to Employees in Fiscal Year		Exercise Price ($/Sh)		Expiration Date	5% ($)		10% ($)
Gregory E. Lawton	1,695	4.6	%	$	114.16	10/31/10	$	121,684	$	308,388
S. Curtis Johnson III	27,000	73.0	%	$	114.16	10/31/10	$	1,938,330	$	4,912,380
Michael J. Bailey	305	0.8	%	$	114.16	10/31/10	$	21,896	$	55,492
JoAnne Brandes	305	0.8	%	$	114.16	10/31/10	$	21,896	$	55,492
Alejandro Martinez de Hoz	270	0.5	%	$	114.16	10/31/10	$	12,204	$	30,930

(1) All options listed above were granted on November 1, 2000 and vest 100% four years after the date of grant, or October 31, 2004.

Aggregated Option/SAR Exercises in Last Fiscal Year

and Fiscal Year End Option/SAR Values

The following table summarizes pertinent information concerning the exercise of stock options to purchase class C common stock of Commercial Markets Holdco during CMI’s fiscal year 2001 by each of the named executives and the fiscal year-end value of unexercised options. None of the named executives exercised stock options in CMI’s fiscal year 2001.

			Number of Securities Underlying Unexercised Options at Fiscal Year-End	Value of Unexercised In-The-Money Options at Fiscal Year-End(1)
Name	Shares Acquired on Exercise	Value Realized	Exercisable/ Unexercisable	Exercisable/ Unexercisable
Gregory E. Lawton	—	—	0/4,115	0/$   166,380
S. Curtis Johnson III	—	—	0/52,416	0/$1,948,753
Michael J. Bailey	—	—	0/630	0/$     24,038
JoAnne Brandes	—	—	0/1,002	0/$     43,910
Alejandro Martinez de Hoz	—	—	0/640	0/$     28,829

(1) At June 29, 2001, an estimated market value of $136.05 per share of class C common stock was used to determine the value of the in-the-money options.

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Pension Plan

Employees who have completed at least one year of service with us with more than 1,000 hours of service and who work a regular schedule of at least 20 hours a week are eligible to participate in our “cash balance” retirement plan. Each participant has an account balance which represents his or her benefit under the retirement plan. Under the retirement plan, we make annual credits to a participant’s cash balance account in an amount equal to 5% of the participant’s eligible compensation up to the Social Security wage base and 10% in excess thereof and an investment credit each plan year. The investment credit is based on the value of the participant’s cash balance account as of December 31 of the prior year and 75% of the rate of return earned by the pension trust. The investment credit will never be less than 4%. Our retirement plan consists of two components: a qualified retirement plan and a non-qualified plan. For purposes of the qualified retirement plan, “eligible compensation” is the participant’s salary and bonus as included in the Summary Compensation Table above, subject to an annual limitation imposed by law which for 2001 was $170,000. For amounts of eligible compensation above the annual limitation, the credits for each participant continue under the nonqualified plan. Each participant becomes fully vested in the benefits under the retirement plan after five years of employment. Vested benefits may be paid upon termination of employment or retirement. Under the plan, a participant is eligible to retire at age 50 with at least 10 years of service. The retirement plan specifies various options that participants may select for the distribution of their accrued balance, including forms of annuity payments and lump sum distributions.

The retirement plan has a “grandfather” clause under which employees who were employed by CMI on or before June 1, 1998, have their retirement benefit calculated under both the cash balance account and the grandfathered formula. The grandfathered employee receives whichever alternative, the cash balance account or grandfathered formula, results in the higher retirement plan benefit. Benefits will continue to grow in the grandfathered alternative until June 1, 2008, at which time the benefit under that formula will be frozen. There is a two-part formula to determine the grandfathered benefits: benefits for service before 1975 and benefits for service after January 1, 1975. These amounts are added together to determine the participant’s monthly pension amount upon retirement.

A participant’s pension benefit for service before 1975 is calculated by two formulas: the point formula and the percentage formula. The participant receives the greater of the two. The point formula is shown below:

Percentage of final average monthly pay x Final average monthly pay x Years of service before 1975 ÷ Total years
of service = Monthly pension service before 1975

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The participant’s final average monthly pay is the average of his or her monthly base pay for the highest paid 60 consecutive months out of the last 12 years the participant worked for us before retirement or termination. The participant’s percentage of final average monthly pay is the percentage that corresponds to the sum of the participant’s age and years of service before retirement (which sum is referred to in the table as points) in the table below:

Points	Pension as % of Final Average Monthly Pay	Points	Pension as % of Final Average Monthly Pay	Points	Pension as % of Final Average Monthly Pay
62	6.0	75	12.5	88	19.0
63	6.5	76	13.0	89	19.5
64	7.0	77	13.5	90	20.0
65	7.5	78	14.0	91	20.5
66	8.0	79	14.5	92	21.0
67	8.5	80	15.0	93	21.5
68	9.0	81	15.5	94	22.0
69	9.5	82	16.0	95	22.5
70	10.0	83	16.5	96	23.0
71	10.5	84	17.0	97	23.5
72	11.0	85	17.5	98	24.0
73	11.5	86	18.0	99	24.5
74	12.0	87	18.5	100	25.0

The participant’s monthly pension for service before 1975 is calculated using the percentage formula as follows:

 ⁸/10 of 1% (.008) x Final average monthly pay x Years of service before 1975 = Monthly pension service before 1975

For service to CMI before 1975, the participant receives the greater of the two monthly pension amounts calculated using the point formula and percentage formula.

A participant’s monthly benefit for service beginning in January 1975 or later is coordinated with Social Security using a three-step formula. First, the participant’s retirement amount is calculated using the following formula:

Final average monthly pay x 1.75% x Years of Service after January 1, 1975 = Retirement Amount

Next, the participant’s portion of primary Social Security paid by us is calculated:

Monthly Social Security benefit x Company’s share ( ¹/2) x 1/30 x Years of service after January 1, 1975 = Portion of primary Social Security paid for by the Company beginning January 1, 1975

Primary Social Security is an estimate of the participant’s monthly Social Security benefit he or she can receive at age 62. If the participant retires after age 62, primary Social Security is the estimated amount he or she can receive as of his or her retirement date.

The difference between the participant’s retirement amount and the primary Social Security paid by us since January 1, 1975 represents the participant’s monthly benefit for services after January 1,

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1975. The total monthly benefit the participant receives under the grandfather clause of our retirement plan is equal to the sum of the monthly benefit for services before 1975 and the monthly benefit for services after January 1, 1975.

Finally, an employee eligible to participate under the grandfather clause of our retirement plan receives the greater of the amount calculated using the cash balance account and the amount calculated using the grandfather formula.

All of the named executives participate in our qualified and non-qualified retirement plans. The following table sets forth the estimated lump sum payable to each of the named executives at normal retirement age of 65, assuming 3% annual increases in eligible compensation until retirement, no change from 2001 levels of maximum includable compensation and Social Security wage base and an annual investment credit of 4% under our qualified retirement plan:

Executive Officer	Qualified Retirement Plan
Gregory E. Lawton	$	360,206
S. Curtis Johnson III	$	1,010,411
Michael J. Bailey	$	399,203
JoAnne Brandes	$	1,018,214
Alejandro Martinez de Hoz	$	440	(1)

(1) This amount represents the monthly payment to Mr. Martinez de Hoz as a single life annuity. The amount  Mr. Martinez de Hoz will receive may be less than the amount shown as the amount shown may be offset by various governmental pension, retirement and social security benefits.

The following table sets forth the estimated lump sum payable to each of the named executives at normal retirement age of 65, assuming 3% annual increases in eligible compensation until retirement, 2% annual increases in Social Security wage base and Consumer Price Index and an annual investment credit of 4% under our non-qualified retirement plan:

Executive Officer	Non-qualified Retirement Plan
Gregory E. Lawton	$	1,923,708
S. Curtis Johnson III	$	2,745,211
Michael J. Bailey	$	666,898
JoAnne Brandes	$	1,159,089
Alejandro Martinez de Hoz	$	2,649,040	(1)

(1) This amount represents the estimated non-qualified pension benefit for Mr. Martinez de Hoz at December 31, 2002 but does not include offsets from various governmental pension, retirement and social security benefits.

Long-Term Equity Incentive Plan

Commercial Markets Holdco’s long-term equity incentive plan permits the compensation committee of Commercial Markets Holdco’s board of directors broad discretion to grant stock options to purchase shares of class C common stock of Commercial Markets Holdco to Commercial Markets Holdco’s and its subsidiaries’, including us, outside directors, officers and employees who are responsible to contributing to the growth and profitability of its and the subsidiaries’ businesses. The total number of class C common stock of Commercial Markets Holdco that may be issued under our long-term equity incentive plan is 15% of the number of outstanding shares of class A, class B and class C common stock and series A preferred stock of Commercial Markets Holdco. The maximum share number may be adjusted if Commercial Markets Holdco undertakes a stock split, stock dividend or similar transaction. Under the terms of the long-term equity incentive plan, if an employee is terminated for cause or terminates his employment without good reason, his unvested stock options will be canceled, and if the employee is terminated for any other reason, the compensation committee has the discretion to determine if his unvested stock options will be canceled. Further, if an outside

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director’s services are terminated, his unvested stock options will be canceled. In any event, the terminated employee or director must exercise any vested stock options within 90 days after termination. Under the terms of the plan, an optionee may not sell or otherwise dispose of his stock options, and with respect to shares of class C common stock issued upon exercise of stock options, may not sell or otherwise dispose of those shares prior to six months after the exercise of the stock options. If the optionee wishes to sell his class C common stock after the six month period, the optionee must first offer those shares to Commercial Markets Holdco. Commercial Markets Holdco may purchase those shares within 60 days of receipt of the offer at the value determined in accordance with the terms of the long-term equity incentive plan. In addition, Commercial Markets Holdco has the right to repurchase any shares if the optionee ceases to be employed by us. Finally, in the event of a change in control, as defined in the plan, the compensation committee may:

· accelerate the vesting of stock options;

· purchase the stock options for cash;

· adjust the terms of the stock options to reflect the change in control;

· cause the stock options to be assumed, or new rights substituted for the stock options, by another entity, or

· approve any other provision as the compensation committee considers advisable and in the best interests of Commercial Markets Holdco and its shareholders.

Director Compensation

The Chairman of the compensation committee of our board is paid $35,000 annually and is also granted stock options to purchase an aggregate of 945 shares of class C common stock of Commercial Markets Holdco under our long-term equity incentive plan. The other directors who are not our employees are paid $25,000 annually. Except for directors who are descendants of Samuel Curtis Johnson, these directors are also granted stock options to purchase an aggregate of 675 shares of class C common stock of Commercial Markets Holdco. For each meeting of the board or of a committee a director attends, he or she is paid $1,500. All of our directors are also directors of JohnsonDiversey Holdings. The above described fees are fees for serving on both our and JohnsonDiversey Holdings’ boards of directors. Members of our board of directors who are also our employees receive no additional compensation for service on the board.

Employment Agreements

On November 8, 1999, we entered into employment agreements with Gregory E. Lawton, Michael J. Bailey and JoAnne Brandes. Except for compensation provisions, the terms of these agreements are substantially similar. The employment agreements require the executive to maintain the confidentiality of our proprietary information and refrain from competing with and soliciting employees from us during his or her employment and for a period of up to two years after termination. Under these agreements, in addition to their annual salary, the executives are eligible to receive a performance bonus. Mr. Bailey’s and Ms. Brandes’ target bonuses are 50% of base salary and Mr. Lawton’s target bonus is 70% of base salary. Depending on the achievement of specified objectives, the amount of the bonus may range between 0% and 200% of the target. In addition to salary and performance bonuses, the executives are entitled to an annual flexible spending account of $5,000, which may be used for specified personal expenses, and to participate in our long-term equity incentive plan under the terms described below. Under their employment agreements, if Mr. Bailey or Ms. Brandes are terminated without cause, he or she is entitled to receive continuation of his or her base salary for a period of one year following termination of his or her employment with us and a pro-rated performance bonus for the fiscal year in which the termination occurs. Under Mr. Lawton’s employment agreement, if he is terminated without cause, he is entitled to receive continuation of his base salary and bonus payments at the target level during the two year period following termination of his employment with us. In

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addition, the executives are entitled to reimbursement of expenses under their flexible spending accounts.

On February 22, 2000, we entered into an agreement with Alejandro Martinez de Hoz under which he is eligible to participate in our long-term equity incentive plan pursuant to the terms described below. We also entered into a confidentiality and non-compete agreement with Mr. Martinez de Hoz that requires him to maintain the confidentiality of our proprietary information and refrain from competing with and soliciting employees from us during his employment and for a period of up to two years after his termination.

As described above, Messrs. Lawton, Bailey and Martinez de Hoz and Ms. Brandes are eligible to participate in our long-term incentive plan pursuant to employment agreements with us. Each of these agreements set forth specific terms relating to their participation in the plan. Generally, the employment agreements provide that the executive may purchase shares of class C common stock of Commercial Markets Holdco. For each four shares purchased by the executive, the executive is awarded one share of restricted stock and a stock option to purchase one share of class C common stock of Commercial Markets Holdco. The restricted share becomes vested four years from the date of grant. If the executive resigns or is terminated for cause, he or she will forfeit all unvested shares of restricted stock. If the executive is terminated due to death, disability or retirement, all shares of restricted stock will become immediately vested. If the executive is terminated for other reasons, our compensation committee will determine if his or her options are forfeited. In connection with the executive’s stock purchase, we agree to lend the executive funds to purchase the shares at the applicable federal rate, or, in the case of Mr. Martinez de Hoz, the federal mid term rate. Each loan is due and payable four years after the date of the loan. If the executive remains employed by us when the loan is due, 50% of the principal amount of the loan is forgiven. Up to the remaining 50% may be forgiven at the discretion directors. To the extent the principal of the loan is forgiven, the executive receives a tax gross up bonus. For Mr. Martinez de Hoz, however, he receives a tax gross up bonus equal to 40% of the principal payment forgiven. In addition to the loan, during the term of employment with us, each executive receives a bonus that is equal to the interest due on the loan. The bonus is paid to the executive at the time interest is due on the loan. Under his agreement, Mr. Martinez de Hoz’s bonus is increased by the taxes due on the bonus.

The agreements provide that stock options granted to Messrs. Lawton, Bailey and Martinez de Hoz and Ms. Brandes will become vested four years after the date of grant, and vested options will be exercisable for a period of ten years following the date of grant. If the executive resigns or is terminated for cause, all of the executive’s unvested options will be forfeited. If the executive is terminated due to death, disability or retirement, all of his or her stock options will become immediately vested and exercisable. If he or she is terminated for other reasons, our compensation committee will determine if the executive’s options are forfeited. The executive will have 90 days after the date of his or her termination of employment with us to exercise vested stock options. In addition, under the agreements, we may repurchase any shares of common stock upon the executive’s termination of employment.

On December 6, 2001, we entered into an agreement with S. Curtis Johnson III under which he is eligible to participate in our long-term equity incentive plan. The agreement provides that stock options granted to Mr. Johnson will become vested four years after the date of grant, and his vested options will be exercisable for a period of seven years following the date of grant. Our compensation committee may accelerate the vesting of Mr. Johnson’s options. If Mr. Johnson resigns or is terminated for cause, he will forfeit all of his unvested options. If Mr. Johnson is terminated due to death, disability or retirement, all of his stock options will become immediately vested and exercisable. If Mr. Johnson is terminated for other reasons, our compensation committee will determine if his options are forfeited. Mr. Johnson will have 90 days after the date of his termination of employment with us to exercise his vested stock options.

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In connection with the Acquisition, we have agreed to assume the continuation of retention bonuses to certain former employees of DiverseyLever, including Mr. Teissier, who joined us as our Regional President—Latin America upon the closing of the Acquisition. See “Management.” Under the retention agreements, we agreed to pay the executive a retention bonus equal to 12 months base salary if he remains employed with us until May 2, 2003. If we fail to offer the executive a position of comparable responsibility, status, pay and location to his former position at DiverseyLever, or if we terminate his employment for reasons other than willful misconduct before May 2, 2003, we must pay to the executive the retention bonus described above. Furthermore, we must provide the executive with two years prior notice of termination if we do not offer the executive a comparable position or terminate him for reasons other than willful misconduct within a period of three years from the closing of the Acquisition. Instead of the two year notice, however, we may elect to pay the executive an amount equal to two times his annual base salary, plus his bonus level and provide the executive with pensions and other benefits for a period of two years. In connection with these retention agreements, the executives agreed not to participate in any business venture that competes with us for a period of 12 months following the termination of employment.

Compensation Committee Interlocks and Insider Participation

Subject to the terms of the stockholders’ agreement among Unilever, Commercial Markets Holdco and JohnsonDiversey Holdings, the compensation committee of our board of directors establishes our compensation policies and the compensation of our officers and establishes and administers our compensation programs. See “Management—Corporate Governance of JohnsonDiversey Holdings and CMI.” The composition of the compensation committee of JohnsonDiversey Holdings has not yet been determined, however, under the stockholders’ agreement, a Unilever director representative will sit on the compensation committee of JohnsonDiversey Holdings. See “Risk Factors—Risks Relating to Our Business—Our relationship with Unilever is important to our future operations,” “The Acquisition—Related Agreements” and “Certain Relationships and Related Transactions—Relationships with Unilever” for a description of relationships between Unilever and us. The members of our compensation committee are Todd Brown, Irene Esteves, Robert Howe, S. Curtis Johnson III and Neal Nottleson. Other than S. Curtis Johnson III, our Chairman and a descendant of Samuel Curtis Johnson, none of these directors is, or has been, an officer or employee of JohnsonDiversey, JohnsonDiversey Holdings or Commercial Markets Holdco. See “Risk Factors—Risks Relating to Our Business—Our relationship with S.C. Johnson & Son is important to our future operations” and “Certain Relationships and Related Transactions—Relationships with S.C. Johnson & Son” for a description of relationships between descendants of Samuel Curtis Johnson, S.C. Johnson & Son and us.

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BENEFICIAL OWNERSHIP

Except for one share owned by S.C. Johnson & Son, JohnsonDiversey Holdings owns all of our outstanding shares of common stock. Commercial Markets Holdco owns two-thirds of the equity interests of JohnsonDiversey Holdings and Marga B.V., which is 100% owned by Unilever, owns one-third of the equity interests of JohnsonDiversey Holdings. See “Prospectus Summary—The Transactions” and “The Acquisition.” The stockholders’ agreement among Unilever, JohnsonDiversey Holdings and Commercial Markets Holdco and the certificate of incorporation of JohnsonDiversey Holdings generally require, with specified exceptions, the approval of stockholders holding more than 90% of the outstanding shares of JohnsonDiversey Holdings to effect various transactions and actions by JohnsonDiversey Holdings and its subsidiaries, including the sale or other disposition of shares of our common stock. See “Risk Factors—Risks Relating to Our Business—Some decisions affecting our business require approval of Unilever” and “The Acquisition—Related Agreements—Stockholders’ Agreement.” In addition, two of the eleven members of the board of directors of JohnsonDiversey Holdings are officers and/or directors of Unilever. Accordingly, Unilever and Commercial Markets Holdco would be deemed to have shared investment power over all of the shares of our common stock owned by JohnsonDiversey Holdings.

None of our directors or officers owns shares of our common stock. However, several of our directors and officers own shares of the common stock of Commercial Markets Holdco.

The following table sets forth information regarding beneficial ownership of the common and preferred stock of Commercial Markets Holdco as of June 1, 2002 held by:

· our directors;

· our Chief Executive Officer and our four other most highly compensated executive officers; and

· all directors and executive officers as a group.

In addition, the following table sets forth information regarding beneficial ownership of the common and preferred stock of Commercial Markets Holdco held by Samuel C. Johnson. Samuel C. Johnson has voting and investment power with respect to 242,136 shares of class A common stock of Commercial Markets Holdco, or 53.9% of the voting power, of Commercial Markets Holdco. Because Commercial Markets Holdco has a controlling interest in our direct parent, JohnsonDiversey Holdings, and has shared investment power over all of the shares of our common stock owned by JohnsonDiversey Holdings, Samuel C. Johnson may be deemed to share voting and investment power with respect to all shares of our common stock owned by JohnsonDiversey Holdings.

Beneficial ownership is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. Except as otherwise noted, we believe that each of the holders listed below has sole voting and investment power over the shares beneficially owned by the holder.

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Name and Address of Beneficial Owner(1)	Title of Class(2)	Amount and Nature of Beneficial Ownership(3)		Percent of Class Outstanding
Five Percent Owners:
Samuel C. Johnson	Class A Common	242,136	(4)	53.9	%
4041 North Main Street	Class B Common	800,000	(5)	28.2	%
Racine, Wisconsin 53402	Class C Common	0		*
	Series A Preferred	85,323	(6)	36.3	%
Directors:
Todd Brown	Class A Common	0		*
	Class B Common	0		*
	Class C Common	0		*
	Series A Preferred	0		*
Irene M. Esteves	Class A Common	0		*
	Class B Common	0		*
	Class C Common	184		*
	Series A Preferred	0		*
Robert M. Howe	Class A Common	0		*
	Class B Common	0		*
	Class C Common	184		*
	Series A Preferred	0		*
Helen Johnson-Leipold	Class A Common	0		*
	Class B Common	525,271	(7)	18.5	%
	Class C Common	0		*
	Series A Preferred	28,499	(8)	12.1	%
Clifton D. Louis	Class A Common	0		*
	Class B Common	32,676	(9)	1.2	%
	Class C Common	0		*
	Series A Preferred	0		*
Neal Nottleson	Class A Common	400		*
	Class B Common	4,925		*
	Class C Common	258		*
	Series A Preferred	0		*
Named Executive Officers:
Gregory E. Lawton	Class A Common	0		*
	Class B Common	0		*
	Class C Common	16,873		18.6	%
	Series A Preferred	0		*
S. Curtis Johnson III	Class A Common	10,331	(10)	2.3	%
	Class B Common	547,378	(11)	19.3	%
	Class C Common	1,124	(12)	1.2	%
	Series A Preferred	51,420	(13)	21.9	%
Michael J. Bailey	Class A Common	0		*
	Class B Common	0		*
	Class C Common	3,296		3.6	%
	Series A Preferred	0		*
JoAnne Brandes	Class A Common	0		*
	Class B Common	6,777		*
	Class C Common	5,081		5.6	%
	Series A Preferred	200		*
Alejandro Martinez de Hoz	Class A Common	0		*
	Class B Common	3,957		*
	Class C Common	2,994		3.3	%
	Series A Preferred	0		*
All Directors and Officers as a Group (25 persons)	Class A Common	10,731		2.4	%
	Class B Common	663,566		23.4	%
	Class C Common	46,080		50.7	%
	Series A Preferred	53,510		22.8	%

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  *   Indicates that the percentage of shares beneficially owned does not exceed 1% of the class.

  (1) Except as otherwise indicated, the mailing address of each person shown is c/o JohnsonDiversey, Inc., 8310 16th Street, P.O. Box 902, Sturtevant, Wisconsin 53177-0902.

  (2) The equity securities of Commercial Markets Holdco consist of class A common stock, par value $1.00 per share, class B common stock, par value $1.00 per share, class C common stock, par value $1.00 per share and series A convertible preferred stock, par value $100.00 per share. The holders of class A common stock of Commercial Markets Holdco are entitled to one vote on all matters submitted for a vote of the security holders of the company. The class B common stock are non-voting securities. The holders of class C common stock have no voting rights other than the right to elect one director who must be an officer of Commercial Markets Holdco. The series A convertible preferred stock has no voting rights other than the right to vote on the creation or issuance of any equity securities that would rank senior to the series A convertible preferred stock and the right to elect one director if the company fails to pay cash dividends in specified circumstances.

  (3) For purposes of this table, shares are considered to be “beneficially” owned if the person directly or indirectly has the sole or shared power to vote or direct the voting of the securities or the sole or shared power to dispose of or direct the disposition of the securities, and a person is considered to be the beneficial owner of shares if that person has the right to acquire the beneficial ownership of the shares within 60 days of June 1, 2002. Unless otherwise noted, the beneficial owners have sole voting and dispositive power over their shares listed in this column.

  (4) These shares are owned by the H.F. Johnson Distributing Trust B, f/b/o Samuel C. Johnson et. al. Samuel C. Johnson is the trustee of the H.F. Johnson Distributing Trust B. Samuel C. Johnson has granted a one-year revocable proxy to vote the shares to S. Curtis Johnson III. The proxy expires in January 2003.

  (5) Consists of 500,000 shares of class B common stock owned by H.F.J. Holding Co., Inc., 200,000 shares of class B common stock owned by Windpoint 1970 Holding Company and 100,000 shares owned by Nomad Investment Co. Inc. The H.F. Johnson Family Trust is the sole shareholder of each of these companies. Samuel C. Johnson is the trustee of the H.F. Johnson Family Trust.

  (6) Includes 17,557 shares of series A convertible preferred stock owned by H.F. Johnson Distributing Trust B, f/b/o Samuel C. Johnson et al. See note 4 above. Also includes 36,254 shares of series A convertible preferred stock owned by H.F.J. Holding Co., Inc., 21,751 shares of series A convertible preferred stock owned by Windpoint 1970 Holding Company and 9,761 shares of series A convertible preferred stock owned by Samuel C. Johnson 1988 Trust No. 1. H.F. Johnson Family Trust is the sole shareholder of H.F.J. Holding Co., Inc. and of Windpoint 1970 Holding Company. Samuel C. Johnson is the trustee of the H.F. Johnson Family Trust and the Samuel C. Johnson 1988 Trust No. 1.

  (7) Includes 129,000 shares of class B common stock owned by Cayuga 1993 Limited Partnership, 105,830 shares of class B common stock owned by Rochester 1993 Limited Partnership, and 110,868 shares of class B common stock owned by Johnson Family Partnership L.P. Ms. Johnson-Leipold is a general partner of each of these limited partnerships and shares voting and investment power. This number also includes 26,000 shares of class B common stock owned by S, F & H Partners, L.P., 41,775 shares of class B common stock owned by HELSA Associates II, L.P., 21,306 shares of class B common stock owned by Combined Partners L.P. and 78 shares of class B common stock owned by H.P.J.L. Corporation. Ms. Johnson-Leipold is a majority shareholder of HELSA Associates II, L.P., which is a general partner of both Combined Partners, L.P. and S, F & H Partners, L.P. She is also an officer and director and the sole shareholder of H.P.J.L. Corporation. Finally, this number also includes 90,414 shares of class B common stock owned by C and H Investment Co., Inc. Ms. Johnson-Leipold is a general partner of Curelle II L.P., which is a general partner of Curelle Associates L.P. Curelle Associates L.P. owns all of the outstanding common stock of C and H Investment Co., Inc.

  (8) Includes 9,353 shares of series A convertible preferred stock owned by Cayuga 1993 Limited Partnership, 7,673 shares of series A convertible preferred stock owned by Rochester 1993 Limited Partnership, and 8,039 shares of series A convertible preferred stock owned by Johnson Family Partnership L.P. Ms. Johnson-Leipold is a general partner of each of these limited partnerships and shares voting and investment power. This number also includes 1,885 shares of series A convertible preferred stock owned by S, F & H Partners, L.P., 1,544 shares of series A convertible preferred stock owned by Combined Partners L.P. and 5 shares of series A convertible preferred stock owned by H.P.J.L. Corporation. Ms. Johnson-Leipold is a majority shareholder of HELSA Associates II, L.P., which is a general partner of both Combined Partners L.P. and S, F & H Partners L.P. She is also an officer and director and the sole shareholder of H.P.J.L. Corporation.

  (9) Includes 73 shares of class B common stock owned by the Christopher Chance Moreland 1981 Trust and 1,960 shares of class B common stock owned by each of the Henrietta J. Louis 1994 Irrevocable Trust, the Madeline Ann Louis 1994 Irrevocable Trust and the Timothy C. Louis, Jr. 1994 Irrevocable Trust. Mr. Louis is co-trustee of these trusts but has sole voting and investment power with respect to the shares.

  (10) Consists of 10,254 shares of class A common stock owned by the Herbert F. Johnson Foundation Trust #1 and 77 shares of class A common stock owned by the S. Curtis Johnson Third Party Gift Trust. S. Curtis Johnson III is the trustee of the Herbert F. Johnson Foundation Trust #1. The Johnson Trust Company is the trustee of the S. Curtis Johnson Third Party Gift Trust. S. Curtis Johnson III has voting and investment power with respect to shares owned by the Johnson Trust Company.

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  (11) Includes 129,000 shares of class B common stock owned by Cayuga 1993 Limited Partnership, 105,830 shares of class B common stock owned by Rochester 1993 Limited Partnership, 47,651 shares of class B common stock owned by C and S Partners II L.P., 21,306 shares of class B common stock owned by Combined Partners II L.P. and 110,868 shares of class B common stock owned by Johnson Family Partnership L.P. S. Curtis Johnson III is a general partner of each of these limited partnerships and shares voting and investment power. This number also includes 90,414 shares of class B common stock owned by C and H Investment Co., Inc. S. Curtis Johnson III is a general partner of Curelle SCJ III L.P., which is a general partner of Curelle Associates L.P. Curelle Associates L.P. owns all of the outstanding common stock of C and H Investment Co., Inc. Finally, this number also includes 30,000 shares of class B common stock owned by the Herbert F. Johnson Foundation Trust #1, 2,014 shares of class B common stock owned by the S. Curtis Johnson Third Party Gift Trust and 10,295 shares of class B common stock owned by the S. Curtis Johnson III Family Trust. S. Curtis Johnson III is the trustee of the S. Curtis Johnson III Family Trust. See note 10 above.

  (12) These shares are owned by the S. Curtis Johnson Third Party Gift Trust. See note 10 above.

  (13) Includes 9,353 shares of series A convertible preferred stock owned by Cayuga 1993 Limited Partnership, 7,673 shares of series A convertible preferred stock owned by Rochester 1993 Limited Partnership, 1,544 shares of series A convertible preferred stock owned by Combined Partners L.P. and 8,039 shares of series A convertible preferred stock owned by Johnson Family Partnership L.P. S. Curtis Johnson is a general partner of each of these limited partnerships and shares voting and investment power. This number also includes 7,250 shares of series A convertible preferred stock owned by Herbert F. Johnson Foundation Trust #1, 746 shares of series A convertible preferred stock owned by S. Curtis Johnson III Family Trust, 363 shares of series A convertible preferred stock owned by SCJ III Family Line Investments, Inc., 8,334 shares of series A convertible preferred stock owned by S. Curtis Johnson Third Party Gift Trust and 8,118 shares of series A convertible preferred stock owned by Helen J. Leipold Third Party Gift Trust. S. Curtis Johnson III is the trustee of each of S. Curtis Johnson III Family Trust and SCJ III Family Line Investments, Inc. The trustee of Helen J. Leipold Third Party Gift Trust is the Johnson Trust Company. See note 10 above.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following summarizes the material terms of various agreements and arrangements that we have entered into with our directors, executive officers, affiliates, including S.C. Johnson & Son and Unilever, and other beneficial owners of our company. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—DiverseyLever,” “Business—Professional Business—Manufacturing and Facilities,” “Business—Polymer Business—Manufacturing and Facilities,” “Business—Proprietary Rights; Research and Development,” and “The Acquisition.”

Relationships with S.C. Johnson & Son

Until 1999, we were part of S.C. Johnson & Son, a leading provider of innovative consumer home cleaning, maintenance and storage products that Samuel Curtis Johnson founded in 1886. In November 1999, CMI was separated from S.C. Johnson & Son in a tax-free spin-off to descendants of Samuel Curtis Johnson and the other stockholders of S.C. Johnson & Son. In connection with the 1999 spin-off, CMI entered into a number of agreements relating to the separation from S.C. Johnson & Son and the ongoing relationship of the two companies after the spin-off. A number of these agreements relate to our ordinary course of business, while others pertain to our historical relationship with S.C. Johnson & Son and CMI’s former status as a wholly owned subsidiary of S.C. Johnson & Son. The material terms of these agreements, amendments to these agreements and other agreements and arrangements entered into since the 1999 spin-off are summarized below.

Leases.    We have entered into several leases with S.C. Johnson & Son for space in S.C. Johnson & Son’s Waxdale manufacturing facility. Under two short-term leases, we lease about 45,600 square feet of manufacturing space for our professional business and about 17,000 square feet of manufacturing space for our polymer business. These leases expire on July 2, 2002, but automatically renew for additional one year terms, unless terminated earlier. Under two long-term leases, we lease about 160,000 square feet of manufacturing space for our professional business and about 143,000 square feet of manufacturing space for our polymer business. These long-term leases expire on June 2, 2009, but automatically renew for additional five year terms, unless terminated earlier. The leases may be terminated by S.C. Johnson & Son as a result of an event of default under the leases, if the license agreements or technology disclosure and license agreement referred to below terminate, or upon prior notice by S.C. Johnson & Son of 18 months in the case of the long-term lease for our professional business, 30 months in the case of the long-term lease for our polymer business and six months in the case of both short-term leases. In addition, if the long-term lease for our polymer business is terminated under specified circumstances by either party, we must pay to S.C. Johnson & Son an amount equal to the then-current net book value of the rented space. In fiscal year 2001, we paid to S.C. Johnson & Son an aggregate of about $2.9 million under the Waxdale leases. In addition to the Waxdale leases, we lease facilities at other locations from S.C. Johnson & Son, including facilities in Argentina, Brazil, Chile, France, Hong Kong, Italy, Japan, the Netherlands, Norway, the Philippines, Thailand and Sweden.

License Agreements.    Under a license agreement, S.C. Johnson & Son has granted us an exclusive license to use specified trade names, housemarks and brand names incorporating “Johnson,” including “Johnson Wax Professional,” and “Drackett” and the “Johnson” name, including “Johnson” with our owned trade name “Diversey,” in the institutional and industrial channels of trade and in specified channels of trade approved by S.C. Johnson & Son in which both our professional business and S.C. Johnson & Son’s consumer business operate, which we refer to as “cross-over” channels of trade. S.C. Johnson & Son has the unilateral right to eliminate any existing, or to withhold approval of any proposed future, cross-over channels of trade (including cross-over channels of trade in which DiverseyLever products are sold by us after the closing of the Acquisition) and can terminate

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the license agreement if we sell any products in the cross-over channels of trade that are not authorized under the license agreement. S.C. Johnson & Son has also granted us a license to use specified S.C. Johnson & Son brand names in connection with various products sold in institutional and industrial channels of trade and the cross-over channels of trade. We have the right to grant sublicenses under the license agreement to our subsidiaries.

Under this license agreement, we have paid to S.C. Johnson & Son a royalty fee equal to 4% of our and our sublicensees’ net sales of the products bearing the S.C. Johnson & Son brand names. For fiscal year 2001, we paid S.C. Johnson & Son a total royalty fee of about $3 million. The license agreement also provides for the future increase of the royalty fee to a profit sharing arrangement on sales of some products and to all of our profit from sales of some other products into the cross-over channels of trades, and the future sales of some products bearing S.C. Johnson & Son brand names and some of our own products on an agency basis.

The license agreement terminates on May 2, 2010 and may be extended to May 2, 2012 provided the license agreement has not been terminated by S.C. Johnson & Son prior to the extension. Thereafter, the license agreement automatically renews for successive two year terms, unless otherwise terminated. The license agreement automatically terminates if:

· we, JohnsonDiversey Holdings or Commercial Markets Holdco undergo a change of control;

· prior to the spinoff of any subsidiary, we fail to change the name of that subsidiary to a name that does not include “Johnson;”

· we make any assignment for the benefit of creditors, a trustee or receiver is appointed to administer our business or we are in voluntary or involuntary bankruptcy; or

· a country or governmental entity nationalizes or acquires any interest in us.

S.C. Johnson & Son may terminate the license agreement in whole or in part:

· if we or any of our sublicensees are in material breach of the license agreement;

· for any actions by us or our sublicensees that are detrimental to the best interests of S.C. Johnson & Son or the goodwill of any trade name, housemark or trademark, as determined by the board of directors of S.C. Johnson & Son;

· if Unilever transfers any of its ownership interest in us or JohnsonDiversey Holdings to a third party;

· if we, Commercial Markets Holdco, JohnsonDiversey Holdings or any of our sublicensees enters into a joint venture, co-marketing arrangement, or other strategic alliance with a competitor of S.C. Johnson & Son, or 10% or more of the voting shares or other issued and outstanding equity interests of us, JohnsonDiversey Holdings, Commercial Markets Holdco or any of our sublicensees is acquired by a competitor of S.C. Johnson & Son or if the license agreement is directly or indirectly assigned, assumed or in any way transferred to a competitor of S.C. Johnson & Son;

· if any specified members of the Johnson family no longer possess beneficial ownership of a controlling interest in us;

· if any rights under the license agreement are assigned or transferred;

· if any of the following has occurred or is continuing with respect to indebtedness under any agreement or arrangement under which indebtedness of at least $25 million is outstanding: (1) we, JohnsonDiversey Holdings or any subsidiary fails to make any payment in respect of indebtedness when due, (2) any event occurs that results in acceleration of indebtedness, or (3) any event or condition occurs that permits the lenders under the senior secured credit agreement for the new credit facilities or that permits a holder of notes or of the senior discount notes of JohnsonDiversey Holdings to accelerate the indebtedness thereunder; and

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· if we or any of our affiliates promote, market, sell or distribute, directly or indirectly, including through a joint venture, co-marketing arrangement or other strategic alliance, outside of the industrial channels of trade and the cross-over channels of trade, any product that competes with S.C. Johnson & Son’s consumer branded products (unless permitted by S.C. Johnson & Son).

In some circumstances, however, instead of terminating, the license agreement will convert into a license to use only the trade names and housemarks involving combinations of “Johnson” and “Diversey” until May 2, 2012.

In the event any dispute arising under the license agreement cannot be resolved through negotiation, the dispute will either be referred to the board of directors or chairman of the board of S.C. Johnson & Son, depending on the nature of the dispute. In either case, the chairman of the board has ultimate authority to resolve the dispute, and we cannot challenge that decision.

In addition, we have a license agreement with S.C. Johnson & Son under which S.C. Johnson & Son has granted us a license to use the Johnson trade name and housemark in our polymer business, the terms of which are similar to those of the license agreement discussed above. We do not, however, pay any fees to S.C. Johnson & Son under the license agreement relating to our polymer business.

Under a technology disclosure and license agreement with S.C. Johnson & Son and Johnson Polymer, Inc., our subsidiary, each party has granted to the other party a license, with the right to grant sublicenses to their subsidiaries, to use the technology being used by that party in connection with products sold by that party under its own brand names and in its own channels of trade. The technology disclosure and license agreement also provides guidelines pursuant to which the parties may voluntarily disclose and sublicense to each other new technologies that they develop internally, acquire or license from third parties. The technology disclosure and license agreement terminates on May 2, 2012 and automatically renews for successive two year terms, unless otherwise terminated. The licenses granted to us and Johnson Polymer terminate upon the occurrence of specified bankruptcy or insolvency-related events involving us or Johnson Polymer or upon thirty days’ notice of an uncured material breach by us or Johnson Polymer. No fees are paid under the technology disclosure and license agreement.

After our 1999 separation from S.C. Johnson & Son, S.C. Johnson & Son continued to operate the professional and polymer businesses in various countries where we did not have operations. Under a territorial license agreement, we license the intellectual property rights to S.C. Johnson & Son to allow it to manufacture and sell our products in those countries. Under this agreement, S.C. Johnson & Son pays a royalty fee based on its and its sublicensees’ net sales of products bearing our brand names. This agreement expires on July 2, 2004, but will automatically renew for additional two year terms. In fiscal year 2001, S.C. Johnson & Son paid an aggregate of about $353,000 to us under the territorial license agreement. Since the separation, we have established operations in several countries and have purchased the inventory and other assets relating to the professional or polymer business in those countries from S.C. Johnson & Son. In fiscal year 2001, we purchased the assets of the professional business from S.C. Johnson & Son in Malaysia for about $125,000 and in Singapore for about $100,000. Since fiscal year 2001, we have also purchased the assets of the professional business in Kenya for about $498,000, in South Africa for about $642,000 and in Turkey for about $2,483,000, and the assets of the polymer business in South Africa for about $335,000. We plan to make similar purchases in additional countries in the future.

Administrative Services and Shared Services Agreements.    We have entered into several administrative services agreements with S.C. Johnson & Son. Under these agreements, S.C. Johnson & Son provides us with a wide range of central support services. These services include various information technology, office and mail support, property administration, risk management, accounting, medical center nursing and facilities maintenance, employee benefits administration, compensation

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and other services. In addition, the agreements provide for the use by us of several administrative and other properties owned by S.C. Johnson & Son. Generally, these agreements are for a one-year term but automatically renew for additional one-year terms, unless terminated earlier. S.C. Johnson & Son may terminate each agreement under specified circumstances, or for any reason by providing prior written notice to us. In addition, S.C. Johnson & Son provides us with various business support services pursuant to shared services agreements in several countries, including China, Hong Kong, Italy, Korea, the Netherlands, New Zealand, Norway, the Phillipines, Singapore, Switzerland, Taiwan, Thailand and the United Kingdom. In fiscal year 2001, we paid to S.C. Johnson & Son an aggregate of about $38.9 million under all of these administrative services and shared services agreements, including about $8.0 million of amounts paid to reimburse S.C. Johnson & Son for payroll and benefit related costs paid by S.C. Johnson & Son on our behalf.

Joint Operating Agreement.    Commercial Markets Holdco, our indirect parent, is party to a joint operating agreement with S.C. Johnson & Son, dated June 17, 1999, governing the use of several airplanes. Commercial Markets Holdco has a 17% ownership interest in those airplanes, and S.C. Johnson & Son holds the remaining ownership interests. Under the joint operating agreement, S.C. Johnson & Son agrees to provide Commercial Markets Holdco with various services relating to the airplanes, including administering the Federal Aviation Administration reporting requirements for Commercial Markets Holdco, providing all required maintenance and repairs for the airplanes, providing insurance and risk management services and maintaining qualified licensed pilots to pilot the airplanes. S.C. Johnson & Son may not terminate or reduce the level of any service without Commercial Markets Holdco’s prior consent. Under the joint operating agreement, Commercial Markets Holdco must pay S.C. Johnson & Son its proportional share of capital and operating costs for the airplanes. Commercial Markets Holdco’s share of the operating costs is based on the relative usage of the airplanes by our employees, and we have agreed to pay its share of the operating costs directly to S.C. Johnson & Son. The joint operating agreement terminates on July 2, 2004 and automatically renews for additional one year terms. The joint operating agreement will also terminate upon a material breach or default under the agreement, which is not cured within thirty days of written notice. In addition, the joint operating agreement terminates if at any time the voting control of either party is not directly or indirectly owned by a lineal descendant of Herbert Fisk Johnson, Jr. Finally, at any time after the joint operating agreement is terminated, S.C. Johnson & Son has the right to purchase Commercial Markets Holdco’s ownership interest in the airplanes at the fair market value of the airplanes. In fiscal year 2001, we paid an aggregate of about $944,000 for operating costs in connection with the joint operating agreement.

Environmental Agreement.    Under an environmental agreement with S.C. Johnson & Son, S.C. Johnson & Son has agreed to bear financial responsibility for, and indemnify us against, specified environmental liabilities existing on June 28, 1997 for sites used in our professional and polymer businesses and for which liability may have been incurred prior to our separation from S.C. Johnson & Son. Under the agreement, we are financially responsible for all other environmental liabilities that arise from or are related to the historic, current and future operation of our business and must indemnify S.C. Johnson & Son for any losses associated with these liabilities. Under the agreement, S.C. Johnson & Son has the authority to manage any environmental projects as to which circumstances make it appropriate for S.C. Johnson & Son to manage the project. No amounts were paid by us or S.C. Johnson & Son under the environmental agreement during fiscal year 2001.

Tax Sharing Agreement.    Our 1999 separation from S.C. Johnson & Son caused us, our subsidiaries, and Commercial Markets Holdco to cease to be members of the S.C. Johnson & Son affiliated tax group and to become a new affiliated tax group headed by Commercial Markets Holdco. To allocate responsibility for taxes following the separation, we, Commercial Markets Holdco and S.C. Johnson & Son entered into a tax sharing agreement. The tax sharing agreement provides generally that the S.C. Johnson & Son group is liable for all U.S. federal, state, and non-U.S. taxes for all periods

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before the separation and for its own taxes, but not the taxes of the Commercial Markets Holdco group, after the separation.The tax sharing agreement also requires the parties to make adjustments for differences between the S.C. Johnson & Son group’s tax liability under the consolidated tax returns filed for periods before the separation and what the parties’ respective liabilities would have been for the same periods had they filed separate returns. Based on current estimates, we owe S.C. Johnson & Son about $1.3 million for those periods, half of which is payable in October 2002 and the other half of which is payable in October 2003. This amount, however, is subject to further adjustment as a result of current and potential future audits as well as tax carryforward and carryback provisions. We and Commercial Markets Holdco are liable for the Commercial Markets Holdco group’s taxes after the separation. Under the tax sharing agreement, S.C. Johnson & Son is responsible for any taxes imposed as a result of the separation itself. However, if we or Commercial Markets Holdco take any action that is inconsistent with, or fail to take any action required by, the agreement pursuant to which the separation was effected, the parties’ application to the Internal Revenue Service for a determination that the separation would qualify for favorable U.S. federal income tax treatment, or the Internal Revenue Service’s determination, we and Commercial Markets Holdco would be responsible for any taxes that result from our action or failure to act. The tax sharing agreement also makes provision for the conduct of tax audits and contests, and for the retention of records. No amounts were paid by us or S.C. Johnson & Son under the tax sharing agreement during fiscal year 2001.

Supply Agreements.    We have entered into numerous supply and manufacturing agreements with S.C. Johnson & Son. Under some of these agreements, we manufacture and supply raw materials and products, including polymers, to S.C. Johnson & Son in several countries, including Japan, the Netherlands and the United States. Under other supply and manufacturing agreements, S.C. Johnson & Son manufactures and supplies raw materials and products to us in several countries, including Argentina, Brazil, Greece, Japan, Mexico, the Netherlands, the Philippines and the United States. The terms of the agreements range between two to five years, with rights to renew the agreements for additional one year terms. In general, the agreements terminate for breach or default under the agreements, if a specified insolvency related event involving either party is commenced or occurs or by mutual agreement. In fiscal year 2001, we paid to S.C. Johnson & Son an aggregate of about $35.4 million under these supply and manufacturing agreements for inventory purchases and S.C. Johnson & Son paid us an aggregate of about $22.7 million under the agreements for inventory purchases.

Relationships with Other Johnson Family Businesses

Lease with Willow Holdings.    We lease office space in Sturtevant, Wisconsin from Willow Holdings, Inc., which is controlled by the descendants of Samuel Curtis Johnson. We entered into this lease on July 1, 2002, and it expires on June 30, 2007. We expect to pay an aggregate of about $475,000 under this lease during the twelve months ended June 30, 2003. Previously, we leased a portion of the space from Johnson Outdoors, Inc., which is also controlled by the descendants of Samuel Curtis Johnson , for use by our restaurant cleaning services business. In fiscal year 2001, we paid an aggregate of about $78,000 under the previous lease.

Promissory Note.    On November 5, 1999, we borrowed $12.0 million from Commercial Markets Holdco, evidenced by an unsecured promissory note. As of May 31, 2002, the principal balance of the promissory note was $8 million. See “Description of Other Indebtedness—Intercompany Note.”

Relationships with Unilever

Prior to the Acquisition, DiverseyLever was a division of Unilever and consequently relied on Unilever for various services, including administration, research and development, treasury, legal, tax planning and compliance, and other support services. In addition, prior to the Acquisition, DiverseyLever was party to a number of transactions with Unilever, including the sale of products to

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and the purchase of products from Unilever. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 27 to the special-purpose combined accounts of the DiverseyLever group for the three years ended 31 December 2001, 2000 and 1999.

Simultaneously with the closing of the Acquisition, we and Unilever and some of our affiliates, including JohnsonDiversey Holdings, entered into agreements which replaced a number of these prior agreements with Unilever, as well as agreements relating to our governance and the governance of JohnsonDiversey Holdings, commercial relationships and matters arising out of the Acquisition. These agreements include various intellectual property agreements, the transitional services agreement, the supply agreements, the stockholders’ agreement, the non-competition agreement and the registration agreement relating to the senior discount notes of JohnsonDiversey Holdings. All of the agreements with Unilever were negotiated before Unilever acquired its equity interest in JohnsonDiversey Holdings and its senior discount notes of JohnsonDiversey Holdings and are on arms-length terms. See “The Acquisition—Related Agreements.” We and Unilever are also parties to the acquisition agreement which imposes certain on-going obligations on the parties, including indemnity obligations. See “The Acquisition—Indemnification.”

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Transactions with Management

Several of our executive officers are indebted to us in connection with their purchases of shares of class C common stock of Commercial Markets Holdco. Under our long-term equity incentive plan, we agreed to lend the executives funds to purchase shares of class C common stock at the Applicable Federal Rate for mid-term debt instruments. Each loan is due and payable four years after the date of the loan. If the executive remains employed by us when the loan is due, 50% of the principal amount of the loan is forgiven. Up to the remaining 50% may be forgiven at the discretion of our board of directors. See “Executive Compensation—Employment Agreements” and note 19 to the notes to consolidated financial statements of CMI. The table below sets forth the name of each executive officer who was indebted to us in an amount in excess of $60,000 during fiscal year 2001, the largest aggregate amount of indebtedness outstanding at any time during that period, the amount outstanding as of June 1, 2002 and the interest rate on the loan:

Name	Largest Aggregate Amount of Indebtedness Outstanding During Fiscal Year 2001		Amount Outstanding As of June 1, 2002		Interest Rate
Gregory E. Lawton	$	1,483,548.61	$	1,483,548.61	5.57%–6.08%
President and Chief Executive Officer
Michael J. Bailey	$	286,650.20	$	282,210.61	5.79%–6.08%
Senior Vice President and Chief Financial
Officer
JoAnne Brandes	$	414,544.05	$	409,546.34	5.57%–6.08%
Senior Vice President, Chief Administrative
Officer, General Counsel and Secretary
Alejandro Martinez de Hoz	$	282,518.64	$	277,013.55	5.57%–6.08%
Regional President—Americas
Sue Leboza	$	110,621.04	$	106,955.21	5.79%–6.01%
Vice President and Chief Information Officer
David S. Andersen	$	155,148.80	$	153,880.35	5.79%–6.08%
Vice President—Global Enterprise
Development
Gregory F. Clark	$	169,190.48	$	166,361.83	5.79%–6.08%
Senior Vice President—Global Supply Chain
Andrew Webb	$	334,464.67	$	330,557.83	5.57%–6.08%
Vice President—Global Strategy
Development
Paul Mathias	$	203,204.80	$	203,204.80	6.01%
Regional President—Asia Pacific
Morio Nishikawa	$	325,326.43	$	320,620.46	5.57%–6.08%
Regional President—Japan

Commercial Markets Holdco is a party to buy-sell agreements with some of our employees, consultants or directors who also own shares of class A or class B common stock of Commercial Markets Holdco. These buy-sell agreements were entered into in connection with our separation from S.C. Johnson & Son. Under these buy-sell agreements, the holder has the right to sell to Commercial Markets Holdco, and Commercial Markets Holdco is required to purchase, shares of the holder’s class A or class B common stock at a formula price set forth in the agreements. This right may be exercised annually during the 60 day period from October 2 through November 30 of each year. Under the agreement, Commercial Markets Holdco has the option to purchase the holder’s shares upon termination of the holder’s employer-employee, director or consultant relationship with us. In addition, subject to specified exceptions, the holder agrees that it will not sell or otherwise dispose of any of its shares without first offering those shares to Commercial Markets Holdco. If Commercial Markets Holdco does not exercise its right to purchase those shares within a 60 day period, the holder may transfer its shares to the proposed transferee on the same terms and price as set forth in its offer.

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DESCRIPTION OF OTHER INDEBTEDNESS

New Credit Facilities

General

In connection with the Acquisition, we, our Canadian subsidiary, one of our Japanese subsidiaries and one of our European subsidiaries, each as a borrower, entered into a senior secured credit agreement with JohnsonDiversey Holdings, Citicorp USA, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as syndication agent, Bank One, NA, ABN AMRO Bank N.A., General Electric Capital Corporation and Royal Bank of Scotland plc, New York Branch, as co-documentation agents, Salomon Smith Barney Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint book managers, and a syndicate of financial institutions, as lenders. Under the new credit agreement, the lenders provided an aggregate amount of up to about $1,200,000,000 available in U.S. dollars, euros, Canadian dollars or Japanese yen as set forth below.

The new credit facilities include three term loans: (1) a tranche A term loan facility in an aggregate principal amount of $220,250,000 (2) a tranche B term loan facility in aggregate principal amounts of $450,000,000 and €271,878,000, which euro loan was borrowed by one of our European subsidiaries and (3) a tranche C term loan facility in an aggregate principal amount of $29,750,000, which loan was borrowed by our Canadian subsidiary. We refer collectively in this prospectus to the tranche A term loan facility, the tranche B term loan facility and the tranche C term loan facility as the “term facilities.”

The new credit facilities also include two revolving credit facilities in an aggregate principal amount of up to $300,000,000. This aggregate amount is allocated between (1) a dollar/euro revolving credit facility in an aggregate principal amount of $200,000,000 available in U.S. dollars (with up to €170,000,000 of the revolving credit facility being available to us in euros) and (2) a yen revolving credit facility in an aggregate principal amount of yen equivalent, as determined daily, of $100,000,000 available in Japanese yen. We refer collectively in this prospectus to the dollar/euro revolving credit facility and the yen revolving credit facility as the “revolving facilities.” Up to $100,000,000 of the revolving facilities will be available for the issuance of letters of credit.

Use of Proceeds

The full amount of the term facilities was drawn on the closing date of the Acquisition and applied to consummate the Transactions. On May 7, 2002, in connection with the Acquisition, we borrowed about $31 million equivalent in yen under the yen revolving credit facility. The proceeds of loans under the revolving facilities may be used subsequent to the closing for general corporate purposes.

Maturity

The tranche A term facility matures on May 3, 2008 and amortizes in semiannual installments commencing on or about May 3, 2003. The amortization installments of the tranche A term facility increase over time from $13,215,000 to $22,025,000, with an amortization installment of $44,050,000 due on May 3, 2003. The tranche B term facility matures on November 3, 2009 and amortizes in semiannual installments commencing on May 3, 2003. The amortization installments of the tranche B term facility are 1% of the original principal amount of the tranche B term facility for the first six years, increasing to 44% during the seventh year, with a final payment of 50% on the maturity date of the tranche B term facility. The tranche C term facility matures on May 3, 2008 and amortizes in semi-annual installments commencing on May 3, 2003. The amortization installments of the tranche C term facility increase over time from $1,785,000 to $2,975,000, with an amortization installment of $5,950,000 due on May 3, 2003. The revolving facilities mature on May 3, 2008.

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Interest and Fees

At our option, the new credit facilities bear interest at a rate equal to either (1) in the case of U.S. dollar denominated loans, the Applicable Margin plus the Alternate Base Rate payable quarterly in arrears or (2) the Applicable Margin plus the current London Interbank Offered Rate, or LIBOR, for the applicable currency for interest periods of one, two, three or six months, payable at the end of the relevant interest period, but at least quarterly. For the first full fiscal quarter ending after the closing date of the Acquisition, “Applicable Margin” means (a) with respect to the revolving facilities, the tranche A term facility, tranche B term facility and the tranche C term facility, 3.25% per annum with respect to LIBOR and 2.25% per annum with respect to the Alternate Base Rate and (b) with respect to the tranche B term facility, 2.50% per annum with respect to both LIBOR and the Alternate Base Rate. After the first full fiscal quarter, the Applicable Margin will be determined by reference to a pricing grid with margins varying between 1.50% and 3.25% per annum based on our leverage ratio. “Alternate Base Rate” is the highest of (1) Citibank, N.A.’s base rate, (2) the three-month certificate of deposit rate plus 0.50% and (3) the federal funds effective rate plus 0.50%. A default rate applies on all loans in the event of default at a rate per annum of 2.0% above the applicable interest rate.

We must pay a per annum fee equal to the Applicable Margin with respect to LIBOR under the revolving facilities on the aggregate face amount of outstanding letters of credit. In addition, we must pay a fronting fee of 0.25% per annum on the aggregate face amount of outstanding letters of credit as well as other customary issuance and administration fees. We must also pay a commitment fee on the unused portion of the revolving facilities. The rate used to calculate the commitment fee is (1) for the first full fiscal quarter following the closing date of the Acquisition, 0.50% per annum and (2) thereafter, determined by reference to a pricing grid with rates of 0.50% or 0.375% per annum based on our leverage ratio.

Guarantee; Security

All of our obligations under the new credit facilities are unconditionally guaranteed by JohnsonDiversey Holdings and specified U.S. subsidiaries. All of our Japanese subsidiary’s obligations under the yen credit facility and all of our European subsidiary’s obligations under the tranche B term loan facility are unconditionally guaranteed by us, JohnsonDiversey Holdings and specified U.S. and foreign subsidiaries. The new credit facilities are secured by all of our assets and the assets of JohnsonDiversey Holdings and each other subsidiary-borrower and guarantor, including (1) a first–priority pledge of all of our capital stock held by JohnsonDiversey Holdings and all of the capital stock of each other subsidiary-borrower and guarantor held by us or any other subsidiary-borrower or guarantor (but limited to the extent necessary to avoid materially adverse tax consequences and, in any event, 65% of the capital stock of our first tier foreign subsidiaries was pledged to secure our U.S. obligations under the new credit facilities) and (2) a perfected first-priority security interest in, and mortgages on, substantially all of our tangible and intangible assets and all of the tangible and intangible assets of JohnsonDiversey Holdings and each other subsidiary-borrower and guarantor.

Prepayments

Optional prepayments of borrowings under the new credit facilities and optional reductions of the unutilized portion of the revolving facilities commitments will be permitted at any time, in minimum principal amounts without premium or penalty. However, with respect to LIBOR, we will be required to compensate the lenders for losses and expenses incurred as a result of prepayments made on any day other than on the last day of a relevant interest period.

The new credit agreement also provides for mandatory prepayments in an amount equal to (1) a percentage of Excess Cash Flow (as defined in the new credit agreement), (2) 100% of the net cash proceeds of any non-ordinary-course asset sale made by us, JohnsonDiversey Holdings or our

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subsidiaries, (3) 100% of the net proceeds of new securitization facilities or issuances of debt obligations, other than the notes and the senior discount notes of JohnsonDiversey Holdings, by us, JohnsonDiversey Holdings or our subsidiaries, (4) a percentage of the net proceeds of issuances of equity of us, JohnsonDiversey Holdings or our subsidiaries, (5) 100% of specified cash adjustments related to the debt to cash balance or working capital of us, JohnsonDiversey Holdings or our subsidiaries or adjustments to the purchase price under the acquisition agreement related to the Acquisition received by us, JohnsonDiversey Holdings or our subsidiaries, and (6) 100% of all net cash adjustments in excess of $5,000,000 received by us, JohnsonDiversey Holdings or our subsidiaries after the closing date of the Acquisition in connection with any indemnity under the acquisition agreement.

Conditions, Covenants, Events of Default

The new credit agreement contains customary affirmative and negative covenants and events of default. The negative covenants include restrictions, among others, on the incurrence of indebtedness and liens, dividends and other distributions, consolidations and mergers, the purchase and sale of assets, the issuance of stock, loans and investments, voluntary payments and modifications of indebtedness, and affiliate transactions. The new credit agreement also contains financial covenants consisting of maximum total leverage ratio, minimum interest coverage ratio and maximum capital expenditures, in each case, at levels set forth in the new credit facility.

Intercompany Note

On November 5, 1999, we borrowed $12 million from Commercial Markets Holdco, evidenced by a promissory note due in full on November 30, 2009. Interest on the promissory note is payable semiannually based on Commercial Markets Holdco’s actual weighted average interest rate on short-term borrowings. The rate on the promissory note was 3.7% at December 28, 2001. As of May 31, 2002, the principal balance of the promissory note was $8 million. The balance of this promissory note will be repaid by August 1, 2002. See “Capitalization.”

Accounts Receivable Securitization

Since March 2001, we have funded a portion of our short-term liquidity needs through the securitization of some of our trade accounts receivable. We and some of our U.S. subsidiaries, including Johnson Polymer, Micro-Gen Research Laboratories, Inc. and U.S. Chemical Corporation, are parties to an agreement with Falcon Asset Securitization Corporation whereby each subsidiary sells on a continuous basis an undivided interest in all eligible trade receivables. Under the receivables facility, we formed JWPR Corporation, a wholly owned, special purpose, bankruptcy-remote subsidiary for the sole purpose of buying and selling receivables. Under the receivables facility, we and each of our subsidiaries, irrevocably and without recourse, transfer all of our eligible trade receivables to JWPR. JWPR, in turn, sells these receivables to Falcon to secure borrowings that JWPR incurs to finance its acquisition of the receivables from us and our subsidiaries. As of May 31, 2002, $45.7 million of borrowings were outstanding under our receivables facility. As of May 31, 2002, the weighted average interest rate on JWPR’s borrowings under the receivables facility was 3.26% per annum.

Interest Rate Swaps

In connection with the Transactions, we entered into a number of interest rate swap agreements with various commercial banks to hedge against interest rate exposures on our floating-rate indebtedness. These agreements had the effect of converting the floating-rate interest related to notional amounts of $250 million and €166 million of term loan B borrowings outstanding under the new credit facilities into borrowings bearing a fixed rate of interest of approximately 4.8% per annum. The swap agreements terminate on May 3, 2007.

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DESCRIPTION OF THE EXCHANGE NOTES

The outstanding dollar notes were, and the exchange dollar notes will be, issued under an indenture (the “Dollar Indenture”), dated as of May 3, 2002, among us, the guarantors identified therein and BNY Midwest Trust Company, as trustee (the “Dollar Notes Trustee”), and the outstanding euro notes were, and the exchange euro notes will be, issued under an indenture (the “Euro Notes Indenture” and, together with the Dollar Notes Indenture, the “Indentures”), dated as of May 3, 2002, among us, the guarantors identified therein and The Bank of New York, as trustee (the “Euro Notes Trustee” and, together with the Dollar Notes Trustee, the “Trustee”). The terms of the notes include those stated in the Indentures and those made part of the Indentures by reference to the United States Trust Indenture Act of 1939, as amended. For purposes of this description of the exchange notes, references to “JohnsonDiversey” do not include its subsidiaries. Except as otherwise indicated, the following description relates to both the outstanding notes and the exchange notes, which we collectively refer to as the “Notes.” You can find the definitions of some of the terms used in this description under the caption “—Certain Definitions.”

The terms of the exchange notes are identical in all material respects to the outstanding notes, except that:

· the exchange notes have been registered under the Securities Act and therefore will not be subject to the restrictions on transfer applicable to the outstanding notes and

· holders of the exchange notes will not be entitled to rights of holders of outstanding notes under the exchange and registration rights agreements.

The following description is a summary of the material provisions of the Indentures. It does not restate those agreements in their entirety. We urge you to read the Indentures because they, and not this description, define your rights as a holder of Notes. Copies of the Indentures have been filed as exhibits to the registration statement of which this prospectus is a part and are available as set forth under the caption “Where to Find More Information.” Some defined terms used in this description but not defined below under the caption “—Certain Definitions” have the meanings assigned to them in the Indentures.

The registered Holder of a Note will be treated as the owner of it for all purposes. Only registered Holders have rights under the Indentures.

Brief Description of the Notes and the Guarantees

The Notes

The Notes:

· are general unsecured obligations of JohnsonDiversey;

· are subordinated in right of payment to all existing and future Senior Debt of JohnsonDiversey;

· are pari passu in right of payment with any future senior subordinated Indebtedness of JohnsonDiversey; and

· are unconditionally guaranteed, on a joint and several basis, by the Guarantors.

The Guarantees

The Notes are guaranteed by the co-registrants, which are all of JohnsonDiversey’s direct and indirect wholly owned Domestic Subsidiaries (other than the Receivables Subsidiary) and the Cayman Subsidiary.

Each guarantee of the Notes:

· is a general unsecured obligation of the Guarantor;

· is subordinated in right of payment to all existing and future Senior Debt of that Guarantor; and

· ranks equally in right of payment with any future senior subordinated Indebtedness of that Guarantor.

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As of May 31, 2002, JohnsonDiversey and the Guarantors had total Senior Debt of about $944 million, consisting of $936 million of borrowings under the new credit facilities and $8 million outstanding under a promissory note payable to Commercial Markets Holdco. As indicated above and as discussed in detail below under the caption “—Subordination,” payments on the Notes and under the guarantees are subordinated to the payment of Senior Debt. The Indentures permit us and the Guarantors to incur additional Senior Debt.

Not all of our subsidiaries have guaranteed the Notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary, that non-guarantor subsidiary will pay the holders of its debt and its trade creditors before it will be able to distribute any of its assets to us.The Notes are effectively subordinated to the indebtedness and other liabilities of our non-guarantor subsidiaries. Assuming we had closed the Transactions on March 29, 2002, we estimate that JohnsonDiversey’s non-guarantor subsidiaries would have had indebtedness and other liabilities of about $680.2 million. JohnsonDiversey’s non-guarantor subsidiaries, without giving effect to the Acquisition, generated 48.5% of the net sales of CMI for the twelve months ended December 28, 2001 and held 48.8% of the assets of CMI as of December 28, 2001. In addition, assuming we had closed the Transactions at the beginning of the twelve months ended December 28, 2001, about two-thirds of the combined net sales of CMI and the DiverseyLever business, including the Unilever consumer brands business, for that period would have been generated by non-guarantor subsidiaries.

The Notes are effectively subordinated in right of payment to all Indebtedness and other liabilities and commitments,including trade payables and lease obligations, of JohnsonDiversey’s non-guarantor subsidiaries. Any right of JohnsonDiversey to receive assets of any of its non-guarantor subsidiaries upon the non-guarantor subsidiary’s liquidation or reorganization (and the consequent right of the holders of the notes to participate in those assets) are effectively subordinated to the claims of that subsidiary’s creditors, except to the extent that JohnsonDiversey is itself recognized as a creditor of the non-guarantor subsidiary, in which case the claims of JohnsonDiversey would still be subordinated in right of payment to any security in the assets of the non-guarantor subsidiary and any indebtedness of the non-guarantor subsidiary senior to that held by JohnsonDiversey.

As of the date of the prospectus, all of our Domestic Subsidiaries, other than JWPR Corporation, are “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we are permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Our Unrestricted Subsidiaries are not subject to many of the restrictive covenants in the Indentures. Our Unrestricted Subsidiaries do not guarantee the Notes.

None of S.C. Johnson & Son, Commercial Markets Holdco, JohnsonDiversey Holdings, Unilever or any other person or entity other than JohnsonDiversey and the subsidiary guarantors has any obligation with respect to the notes.

Principal, Maturity and Interest

Dollar Notes with an aggregate principal amount of $300 million and Euro Notes with an aggregate principal amount of €225 million were issued on May 3, 2002 and are outstanding as of the date of this prospectus. Following the consummation of the exchange offer, JohnsonDiversey may from time to time issue additional Notes. Any offering of additional Notes is subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The Notes and any additional Notes subsequently issued under an Indenture will be treated as a single class for all purposes under that Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Notes are issued in denominations of $1,000 and €1,000 and integral multiples of $1,000 and €1,000, respectively. The Notes mature on May 15, 2012.

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Interest on the Dollar Notes and the Euro Notes accrues at the rate of 9.625% per annum and is payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2002. JohnsonDiversey will make each interest payment to the Holders of record on the immediately preceding May 1 and November 1.

Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to JohnsonDiversey, JohnsonDiversey will pay, or cause to be paid, all principal, interest and premium, and Special Interest, if any, on that Holder’s Notes in accordance with those instructions. With respect to the Dollar Notes, all other payments will be made at the office or agency of the Paying Agent in New York City and, subject to any applicable laws and regulations, at the office of the Paying Agent in Luxembourg. With respect to the Euro Notes, all other payments will be made at the office of the Paying Agent in Luxembourg. Holders of Euro Notes who wish to receive payment in any currency other than euros must make arrangements at their own expense.

For so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, JohnsonDiversey will maintain a Paying Agent in Luxembourg. If a payment date is not a Business Day (as defined in the Indentures), payment may be made at the appropriate place on the next succeeding Business Day and no interest will accrue for the intervening period.

Paying Agent and Registrar for the Notes

The Trustee currently acts as Paying Agent and Registrar at its offices in New York and Luxembourg. JohnsonDiversey may change the Paying Agent and Registrar without prior notice to the Holders of the Notes, and JohnsonDiversey or any of its Subsidiaries may act as Paying Agent and Registrar; provided, however, that for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, JohnsonDiversey will publish notice of the change in the Paying Agent in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the applicable Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. JohnsonDiversey is not required to transfer or exchange any Note selected for redemption. Also, JohnsonDiversey is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

Subsidiary Guarantees

The Notes are guaranteed by each of JohnsonDiversey’s current direct and indirect wholly owned Domestic Subsidiaries (other than the Receivables Subsidiary), the Cayman Subsidiary and any other Subsidiary of JohnsonDiversey or any of its Subsidiaries that guarantees any Indebtedness of JohnsonDiversey (other than intercompany Indebtedness of JohnsonDiversey). These Subsidiary Guarantees will be joint and several obligations of the Guarantors. Each Subsidiary Guarantee is subordinated to the prior payment in full in cash of all Senior Debt of that Guarantor. The obligations of

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each Guarantor under its Subsidiary Guarantees are limited as necessary to prevent those Subsidiary Guarantees from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Relating to the Notes—Federal and state statutes allow courts, in specific circumstances, to void guarantees and require holders of notes to return payments received from guarantors.”

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not that Guarantor is the surviving Person), another Person, other than JohnsonDiversey or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) the Person acquiring the property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger assumes all obligations of that Guarantor under the Indentures, its Subsidiary Guarantees and the Registration Rights Agreements pursuant to supplemental indentures satisfactory to the Trustee; or

(b) the Net Proceeds of that sale or other disposition are applied in accordance with the applicable provisions of the Indentures.

The Subsidiary Guarantees of a Guarantor will be released:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to that transaction) a Subsidiary of JohnsonDiversey, if the sale or other disposition complies with the “Asset Sale” provisions of the Indentures;

(2) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to that transaction) a Subsidiary of JohnsonDiversey, if the sale complies with the “Asset Sale” provisions of the Indentures; or

(3) if JohnsonDiversey designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indentures.

See “—Repurchase at the Option of Holders—Asset Sales” and “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries.”

Subordination

The payment of principal, interest and premium and Special Interest, if any, on, or any other Obligation payable in respect of, the Notes is subordinated to the prior payment in full in cash of all Senior Debt of JohnsonDiversey, including Senior Debt incurred after the date of the Indentures. Each Subsidiary Guarantee is subordinated to the prior payment in full in cash of all Senior Debt of that Guarantor, including Senior Debt incurred after date of the Indentures.

The holders of Senior Debt are entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest accruing on or after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is allowed in such proceeding) before the Holders of Notes are entitled to receive any payment with respect to the Notes and Subsidiary Guarantees (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust described under the caption “—Legal Defeasance and Covenant Defeasance”), in the event of any distribution to creditors of JohnsonDiversey or any Guarantor:

(1) in a liquidation or dissolution of JohnsonDiversey or any Guarantor;

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(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to JohnsonDiversey or any Guarantor or their respective property;

(3) in an assignment for the benefit of creditors of JohnsonDiversey or any Guarantor; or

(4) in any marshaling of JohnsonDiversey’s or any Guarantor’s assets and liabilities.

JohnsonDiversey and the Guarantors also may not make any payment in respect of the Notes or the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under the caption “—Legal Defeasance and Covenant Defeasance”) if:

(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of that default (a “Payment Blockage Notice”) from the Representative of the holders of any Designated Senior Debt.

Payments on the Notes and the Subsidiary Guarantees may and will be resumed:

(1) in the case of a payment default, upon the date on which that default is cured or waived; and

(2) in the case of a nonpayment default, upon the earlier of the date on which that nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated.

No new Payment Blockage Notice may be delivered unless and until:

(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, interest and premium and Special Interest, if any, on the Notes that have come due (other than any payment in respect of which the Payment Blockage Notice is given) have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or be made, the basis for a subsequent Payment Blockage Notice.

If the Trustee or any Holder of the Notes receives a payment in respect of the Notes or the Subsidiary Guarantees (except in Permitted Junior Securities or from the trust described under the caption “—Legal Defeasance and Covenant Defeasance”) when:

(1) the payment is prohibited by these subordination provisions; and

(2) the Trustee has actual knowledge that the payment is prohibited;

the Trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the Trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

JohnsonDiversey must promptly notify holders of Senior Debt if payment of the Notes is accelerated because of an Event of Default.

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As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of JohnsonDiversey or any Guarantor, Holders of Notes may recover less ratably than creditors of JohnsonDiversey or that Guarantor who are holders of Senior Debt. See “Risk Factors—Risks Relating to the Notes—Your right to receive payments on the notes and the guarantees on the notes are junior to our and the subsidiary guarantors’ other indebtedness and possibly all of our and their future borrowings.”

Optional Redemption

At any time on or prior to May 15, 2005, JohnsonDiversey may on any one or more occasions redeem:

(i) up to 35% of the aggregate principal amount of Dollar Notes issued under the Dollar Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date; and

(ii) up to 35% of the aggregate principal amount of Euro Notes issued under the Euro Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date,

in each case, with the net cash proceeds of one or more Equity Offerings; provided that:

(1) (a) in the case of a redemption of Dollar Notes, at least 65% of the aggregate principal amount of Dollar Notes issued under the Dollar Notes Indenture remains outstanding immediately after the occurrence of that redemption (excluding Dollar Notes held by JohnsonDiversey and its Subsidiaries) and (b) in the case of a redemption of Euro Notes, at least 65% of the aggregate principal amount of Euro Notes issued under the Euro Indenture remains outstanding immediately after the occurrence of that redemption (excluding Euro Notes held by JohnsonDiversey and its Subsidiaries); and

(2) the redemption occurs within 45 days of the date of the closing of the Equity Offering.

Except pursuant to the preceding paragraph, the Notes are not redeemable at JohnsonDiversey’s option prior to May 15, 2007.

On or after May 15, 2007, JohnsonDiversey may redeem at any time or from time to time all or a part of the Dollar Notes and Euro Notes upon not less than 30 or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Dollar Notes Percentage	Euro Notes Percentage
2007	104.813%	104.813%
2008	103.208%	103.208%
2009	101.604%	101.604%
2010 and thereafter	100.000%	100.000%

Mandatory Redemption

JohnsonDiversey is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

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Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to require JohnsonDiversey to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 with respect to Dollar Notes and equal to €1,000 or an integral multiple of €1,000 with respect to Euro Notes) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indentures. In a Change of Control Offer, JohnsonDiversey must offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of repurchase. Within 30 days following any Change of Control, JohnsonDiversey must mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in the notice, which date must be no earlier than 30 days and no later than 60 days from the date the notice is mailed, pursuant to the procedures required by the Indentures and described in that notice. JohnsonDiversey will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indentures, JohnsonDiversey will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indentures by virtue of that conflict.

On a Change of Control Payment Date, JohnsonDiversey must, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by JohnsonDiversey.

The Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for those Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Dollar Note will be in a principal amount of $1,000 or an integral multiple of $1,000 and each new Euro Note will be in a principal amount of €1,000 or an integral multiple of €1,000.

Prior to complying with any of the provisions of this “Change of Control” covenant described under this caption, but in any event within 90 days following a Change of Control, JohnsonDiversey must either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this “Change of Control” covenant. JohnsonDiversey will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require JohnsonDiversey to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the Indentures are applicable. Except as described above with respect to a Change of Control, the Indentures do not contain provisions that permit the Holders of the Notes to require that JohnsonDiversey repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

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JohnsonDiversey will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indentures applicable to a Change of Control Offer made by JohnsonDiversey and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The definition of Change of Control includes a phrase relating to the sale, conveyance, transfer or other disposition of “all or substantially all” of the properties or assets of Holdings, JohnsonDiversey and its Restricted Subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require JohnsonDiversey to repurchase its Notes as a result of a sale, conveyance, transfer or other disposition of less than all of the assets of Holdings, JohnsonDiversey and its Restricted Subsidiaries, taken as a whole, to another Person or group is uncertain.

Asset Sales

JohnsonDiversey will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) JohnsonDiversey (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) the fair market value is determined in good faith by (a) JohnsonDiversey’s management, if the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of is less than or equal to $10.0 million, or (b) by JohnsonDiversey’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers’ certificate delivered to the Trustee, if the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of exceeds $10.0 million; and

(3) at least 75% of the consideration received in the Asset Sale by JohnsonDiversey or that Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on JohnsonDiversey’s most recent consolidated balance sheet, of JohnsonDiversey or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases JohnsonDiversey or that Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by JohnsonDiversey or that Restricted Subsidiary from the transferee that are contemporaneously, subject to ordinary settlement periods, converted by JohnsonDiversey or that Restricted Subsidiary into cash, to the extent of the cash received in that conversion.

Within 270 days after the receipt of any Net Proceeds from an Asset Sale, JohnsonDiversey may apply those Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect to the revolving credit Indebtedness;

(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

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(3) to make a capital expenditure; or

(4) to acquire other long-term assets that are used or useful in a Permitted Business.

Pending the final application of any Net Proceeds, JohnsonDiversey may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indentures.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, JohnsonDiversey is required to make an Asset Sale Offer to all Holders of Notes, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indentures with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Holders of Notes will be equal to 100% of the principal amount of Notes offered to be repurchased, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after the completion of an Asset Sale Offer, JohnsonDiversey may use those Excess Proceeds for any purpose not otherwise prohibited by the Indentures. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

JohnsonDiversey will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the Indentures, JohnsonDiversey will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indentures by virtue of that conflict.

The agreements governing JohnsonDiversey’s outstanding Senior Debt, including the Credit Agreement, prohibit JohnsonDiversey from purchasing any Notes, and provide that specified change of control or asset sale events with respect to JohnsonDiversey would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which JohnsonDiversey becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when JohnsonDiversey is prohibited from purchasing Notes, JohnsonDiversey could seek the consent of its senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain the prohibition. If JohnsonDiversey does not obtain a consent or repay those borrowings, JohnsonDiversey will remain prohibited from purchasing Notes. In that case, JohnsonDiversey’s failure to purchase tendered Notes would constitute an Event of Default under the Indentures, which would, in turn, constitute a default under the Senior Debt. In those circumstances, the subordination provisions in the Indentures would likely restrict payments to the Holders of Notes.

Selection and Notice

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

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(2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such other method as the Trustee deems fair and appropriate.

No Dollar Notes of $1,000 or less or Euro Notes of €1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of an Indenture. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

In the case of any redemption, JohnsonDiversey will notify the Luxembourg Stock Exchange, and a notice will be published. See “—Paying Agent and Registrar for the Notes.”

Certain Covenants

Restricted Payments

JohnsonDiversey may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of JohnsonDiversey’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving JohnsonDiversey or any of its Restricted Subsidiaries) or to the direct or indirect holders of JohnsonDiversey’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of JohnsonDiversey or dividends or distributions payable to JohnsonDiversey or a Subsidiary of JohnsonDiversey);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving JohnsonDiversey) any Equity Interests of JohnsonDiversey or any direct or indirect parent of JohnsonDiversey;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to that Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of that Restricted Payment; and

(2) JohnsonDiversey would, at the time of that Restricted Payment and after giving pro forma effect thereto as if that Restricted Payment had been made at the beginning of the applicable Financial Covenant Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first

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paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;” and

(3) that Restricted Payment, together with the aggregate amount of all other Restricted Payments made by JohnsonDiversey and its Restricted Subsidiaries after the date of the Indentures (excluding Restricted Payments permitted by clauses (2), (3) and (4) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of JohnsonDiversey for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of the Indentures to the end of JohnsonDiversey’s most recently ended fiscal quarter for which internal financial statements are available at the time of that Restricted Payment (or, if Consolidated Net Income for that period is a deficit, less 100% of that deficit), plus

(b) 100% of the aggregate net cash proceeds received by JohnsonDiversey after the date of the Indentures as a contribution to its common equity capital or from the issue or sale of Equity Interests of JohnsonDiversey (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of JohnsonDiversey that have been converted into or exchanged for those Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to Subsidiary of JohnsonDiversey), plus

(c) to the extent that any Restricted Investment that was made after the date of the Indentures is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to that Restricted Investment (less the cost of disposition, if any), plus

(d) 50% of any dividends received by JohnsonDiversey or a Restricted Subsidiary after the date of the Indentures from an Unrestricted Subsidiary of JohnsonDiversey, to the extent that the dividends are not otherwise included in Consolidated Net Income of JohnsonDiversey for that period, plus

(e) to the extent that any Unrestricted Subsidiary of JohnsonDiversey is redesignated as a Restricted Subsidiary after the date of the Indentures, the fair market value of JohnsonDiversey’s Investment in that Subsidiary as of the date of such redesignation.

So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the Indentures;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of JohnsonDiversey or any Guarantor or of any Equity Interests of JohnsonDiversey in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of JohnsonDiversey) of, Equity Interests of JohnsonDiversey (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3) (b) of the preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of JohnsonDiversey or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary of JohnsonDiversey to the holders of its Equity Interests on a pro rata basis;

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(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey held by any member of JohnsonDiversey’s (or any of its Restricted Subsidiaries’) management pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $250,000 in any twelve-month period; and

(6) cash dividends or other distributions to Holdings in amounts equal to:

(a) payments required to be made by Holdings and Commercial Markets Holdco, Inc. in respect of foreign, United States federal, state or local taxes owed by Holdings and Commercial Markets Holdco, Inc. (a) in respect of themselves and (b) in respect of JohnsonDiversey and its Subsidiaries, but, in the case of this clause (b), only to the extent those taxes are consistent with the activities permitted under the Indentures and not greater than the amount that would be payable by JohnsonDiversey, on a consolidated basis, if JohnsonDiversey were the taxpayer;

(b) payments necessary to permit Holdings to satisfy (1) its obligations under the Seller Notes Registration Rights Agreement, (2) its obligation as a reporting company under United States securities laws and (3) regulatory compliance costs and other miscellaneous administrative expenses, in an aggregate amount for this clause (3) only not to exceed $500,000 per annum;

(c) amounts required to permit Holdings to make interest payments on the Seller Notes from and after the fifth anniversary of the date of the Indentures in accordance with the terms of the Seller Notes; provided that JohnsonDiversey would, at the time of that dividend or distribution and after giving pro forma effect thereto as if that dividend or distribution had been made at the beginning of the applicable Financial Covenant Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(d) amounts required to permit Holdings to make dividend payments or other distributions to (1) Commercial Markets Holdco, Inc. and (2) Unilever, in an aggregate amount for clauses (1) and (2) not to exceed $25.0 million;

(7) payments made to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests or Subordinated Indebtedness of JohnsonDiversey pursuant to provisions requiring JohnsonDiversey to offer to purchase, redeem, defease or otherwise acquire or retire for value those Equity Interests or Subordinated Indebtedness upon the occurrence of a “change of control,” as defined in the charter provisions, agreements or instruments governing those Equity Interests or Subordinated Indebtedness; provided, however, that JohnsonDiversey has made a Change of Control Offer and has purchased all Notes tendered in connection with that Change of Control; and

(8) additional Restricted Payments in an amount not to exceed $25.0 million.

The amount of all Restricted Payments (other than cash) will be deemed to be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by JohnsonDiversey or a Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by the “Restricted Payment” covenant will be determined by the Board of Directors whose resolution with respect thereto will be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $25.0 million. Not later than the date of making any Restricted

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Payment, JohnsonDiversey will deliver to the Trustee an officers’ certificate stating that the Restricted Payment is permitted and setting forth the basis upon which the calculations required by the “Restricted Payments” covenant were computed, which calculations may be based upon JohnsonDiversey’s latest available financial statements together with a copy of any fairness opinion or appraisal required by the Indentures.

Incurrence of Indebtedness and Issuance of Preferred Stock

JohnsonDiversey will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and JohnsonDiversey will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that JohnsonDiversey may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, in each case, if the Fixed Charge Coverage Ratio for the applicable Financial Covenant Period would have been at least 2.0 to 1 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of that Financial Covenant Period.

The first paragraph of the “Incurrence of Indebtedness” covenant does not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

  (1) the incurrence by JohnsonDiversey and any of its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the outstanding face amount thereof that has not been reimbursed) not to exceed $1.3 billion (provided that such amount will be reduced to the extent of any reduction or elimination of any commitment under any Credit Facility resulting from or relating to the formation of any Receivables Subsidiary or the completion of any Qualified Receivables Transaction) less the aggregate amount of all Net Proceeds of Assets Sales applied by JohnsonDiversey or any of its Restricted Subsidiaries since the date of the Indentures to repay any Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

  (2) the incurrence by JohnsonDiversey and its Restricted Subsidiaries of Existing Indebtedness;

  (3) the incurrence by JohnsonDiversey and the Guarantors of Indebtedness represented by the Notes to be issued on the date of the Indentures and the related Subsidiary Guarantees, and the Exchange Notes and the related Subsidiary Guarantees to be issued as contemplated by the Registration Rights Agreements;

  (4) the incurrence by JohnsonDiversey or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of JohnsonDiversey or that Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at any time outstanding;

  (5) the incurrence by JohnsonDiversey or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was

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permitted by the Indentures to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (14), (15) or (17) of this paragraph;

  (6) the incurrence by JohnsonDiversey or any of its Restricted Subsidiaries of intercompany Indebtedness between or among JohnsonDiversey and any of its Restricted Subsidiaries; provided, however, that:

(a) if JohnsonDiversey or any Guarantor is the obligor on the Indebtedness, that Indebtedness (unless pledged as security for Obligations under the Credit Facilities) must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of JohnsonDiversey, or the Subsidiary Guarantees, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in that Indebtedness being held by a Person other than JohnsonDiversey or a Restricted Subsidiary of JohnsonDiversey (other than as security for Obligations under the Credit Facilities) and (ii) any sale or other transfer (other than as security for Obligations under the Credit Facilities) of that Indebtedness by JohnsonDiversey or a Restricted Subsidiary of JohnsonDiversey to a Person that is not either JohnsonDiversey or a Restricted Subsidiary of JohnsonDiversey, will be deemed, in each case, to constitute an incurrence, as of the date of issuance, transfer or sale, as the case may be, of that Indebtedness by JohnsonDiversey or that Restricted Subsidiary, as the case may be, that is not permitted by this clause (6);

  (7) the incurrence by JohnsonDiversey or any of its Restricted Subsidiaries of Hedging Obligations entered into the ordinary course of business to hedge or mitigate risks to which JohnsonDiversey or any of its Restricted Subsidiaries is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes;

  (8) the guarantee by JohnsonDiversey or any of the Guarantors of Indebtedness of JohnsonDiversey or a Restricted Subsidiary of JohnsonDiversey that was permitted to be incurred by another provision of the “Incurrence of Indebtedness” covenant;

  (9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of the “Incurrence of Indebtedness” covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of JohnsonDiversey as accrued;

(10) the incurrence by Foreign Subsidiaries of JohnsonDiversey of Indebtedness in the ordinary course of business for working capital purposes in an amount not to exceed $100.0 million at any time outstanding;

(11) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to JohnsonDiversey or to any other Subsidiary of JohnsonDiversey or their assets (other than that Receivables Subsidiary and its assets and, as to JohnsonDiversey or any Subsidiary of JohnsonDiversey, other than pursuant to representations, warranties, covenants and indemnities customary for those transactions) and is not guaranteed by JohnsonDiversey or any other Subsidiary of JohnsonDiversey (other than that Receivables Subsidiary);

(12) the incurrence by JohnsonDiversey and any Restricted Subsidiary of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business of JohnsonDiversey or that Restricted Subsidiary, as the case may be;

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(13) Indebtedness incurred by JohnsonDiversey or any of its Restricted Subsidiaries consisting of advances received in the ordinary course of business for cash management purposes from any Unrestricted Subsidiary;

(14) the incurrence by JohnsonDiversey or any of its Restricted Subsidiaries of Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with the Fixed Charge Coverage Ratio test described in the first paragraph of this caption;

(15) start-up working capital advances from Unilever to JohnsonDiversey or any of its Subsidiaries pursuant to the Sales Agency Agreement;

(16) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that the Indebtedness is extinguished within five business days of incurrence; and

(17) the incurrence by JohnsonDiversey or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or, with respect to Indebtedness issued at a discount, the original principal amount at the date of incurrence) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (17), not to exceed $10.0 million.

For purposes of determining compliance with the “Incurrence of Indebtedness” covenant:

(1) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, JohnsonDiversey will be permitted to (a) classify that item of Indebtedness on the date of its incurrence in any manner that complies with the “Incurrence of Indebtedness” covenant and (b) after the incurrence of any Permitted Indebtedness pursuant to the provisions described in the second paragraph of this caption, reclassify that Indebtedness to any other type of Permitted Indebtedness permitted by the provisions described in the second paragraph of this caption, provided, that the Indebtedness, at the time of reclassification, could have been incurred as such other type of Permitted Indebtedness;

(2) Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under the Indentures will be deemed to have been incurred on that date in reliance on the exception provided by clause (1) of the definition of Permitted Debt; and

(3) for purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of that Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness is incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if that Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and that refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of that refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of that refinancing Indebtedness does not exceed the principal amount of that Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which that refinancing Indebtedness is denominated that is in effect on the date of the refinancing.

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Anti-Layering

JohnsonDiversey will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of JohnsonDiversey and senior in any respect in right of payment to the Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of that Guarantor and senior in any respect in right of payment to that Guarantor’s Subsidiary Guarantees.

Liens

JohnsonDiversey will not, and will not permit any of its Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness or trade payables upon any of their property or assets, now owned or hereafter acquired other than Permitted Liens.

Dividend and Other Payment Restrictions Affecting Subsidiaries

JohnsonDiversey will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to JohnsonDiversey or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to JohnsonDiversey or any of its Restricted Subsidiaries;

(2) make loans or advances to JohnsonDiversey or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to JohnsonDiversey or any of its Restricted Subsidiaries.

However, the preceding restrictions do not apply to encumbrances or restrictions existing under or by reason of:

  (1) agreements governing Existing Indebtedness and Credit Facilities and other agreements, including without limitation agreements entered into on the date of the Indentures in connection with the transactions contemplated by the Acquisition Agreement, as in effect on the date of the Indentures and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in those agreements on the date of the Indentures;

  (2) the Indentures, the Notes, the Exchange Notes and the Subsidiary Guarantees;

  (3) applicable law;

  (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by JohnsonDiversey or any of its Restricted Subsidiaries as in effect at the time of that acquisition (except to the extent that Indebtedness or Capital Stock was incurred in connection with or in contemplation of that acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, that Indebtedness was permitted to be incurred by the terms of the Indentures;

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  (5) customary non-assignment provisions in contracts entered into in the ordinary course of business and consistent with past practices;

  (6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph;

  (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

  (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

  (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption “—Liens” that limit the right of a Person to dispose of the assets subject to those Liens;

(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;

(11) Indebtedness permitted to be incurred by clause (10) of the second paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to that Receivables Subsidiary; and

(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Merger, Consolidation or Sale of Assets

JohnsonDiversey may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not JohnsonDiversey is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of JohnsonDiversey and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) JohnsonDiversey is the surviving corporation; or (b) the Person formed by or surviving that consolidation or merger (if other than JohnsonDiversey) or to which that sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving that consolidation or merger (if other than JohnsonDiversey) or the Person to which that sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of JohnsonDiversey under the Notes, the Indentures and the Registration Rights Agreements pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after that transaction, no Default or Event of Default exists; and

(4) JohnsonDiversey or the Person formed by or surviving that consolidation or merger (if other than JohnsonDiversey), or to which that sale, assignment, transfer, conveyance or other disposition has been made will, on the date of that transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of

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the applicable Financial Covenant Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock.”

JohnsonDiversey may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The “Merger, Consolidation or Sale of Assets” covenant does not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among JohnsonDiversey and any of the Guarantors.

Transactions with Affiliates

JohnsonDiversey will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable to JohnsonDiversey or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction by JohnsonDiversey or that Restricted Subsidiary with an unrelated Person; and

(2) JohnsonDiversey delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with the “Affiliate Transactions” covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to JohnsonDiversey of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items are not deemed to be Affiliate Transactions and, therefore, are not subject to the provisions of the prior paragraph:

  (1) any employment agreement, stock option plan or other compensation plan entered into by JohnsonDiversey or any of its Restricted Subsidiaries in the ordinary course of business;

  (2) transactions between or among JohnsonDiversey and/or its Restricted Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment;

  (3) transactions with a Person that is an Affiliate of JohnsonDiversey solely because JohnsonDiversey owns an Equity Interest in, or controls, that Person;

  (4) payment of reasonable fees, expense reimbursements and customary indemnification, advances and similar agreements to directors and officers of Holdings, JohnsonDiversey or any of its Restricted Subsidiaries;

  (5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of JohnsonDiversey;

  (6) transactions pursuant to any agreement in effect on the date of the Indentures as any such agreement may be amended from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to JohnsonDiversey or any Restricted Subsidiary;

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  (7) Restricted Payments that are permitted by the provisions of the Indentures described above under the caption “—Restricted Payments;”

  (8) loans or advances (but excluding commission, travel and similar advances) to employees of JohnsonDiversey and its Restricted Subsidiaries in the ordinary course of business of JohnsonDiversey or that Restricted Subsidiary, as the case may be, not to exceed $3.0 million per annum;

  (9) purchases and sales or raw materials, inventory and services in the ordinary course of business;

(10) transactions with Unilever or any of its Subsidiaries that are (a) entered into in the ordinary course of business or (b) pursuant to, contemplated by or entered into in connection with the Acquisition Agreement, any of the Ancillary Documents (as defined in the Acquisition Agreement), the Seller Note Indenture, or the Seller Note Registration Rights Agreement, in each case, as the same may be renewed, extended, amended or modified from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to JohnsonDiversey or any Restricted Subsidiary;

(11) transactions with S.C. Johnson & Son, Inc. or any of its Affiliates that are (a) entered into in the ordinary course of business or (b) pursuant to, contemplated by or entered into in connection with the Acquisition Agreement or any of the agreements set forth in Exhibit 1 to the Stockholders’ Agreement, in each case, as the same may be renewed, extended, amended or modified from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to JohnsonDiversey or any Restricted Subsidiary; and

(12) the acquisition of 100% of the assets or interests in certain non-separated foreign entities currently owned by S.C. Johnson & Son, Inc.

Additional Subsidiary Guarantees

If any existing or newly acquired or created Subsidiary of JohnsonDiversey or any of its Subsidiaries that is not already a Guarantor (other than a Receivables Subsidiary) guarantees any Indebtedness of JohnsonDiversey (other than intercompany Indebtedness of JohnsonDiversey) after the date of the Indentures, then that existing or newly acquired or created Subsidiary will become a Guarantor and execute supplemental indentures and deliver an opinion of counsel satisfactory to the Trustee within 10 Business Days of the date on which it guaranteed that Indebtedness; provided that this covenant does not apply to all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the Indentures for so long as they continue to constitute Unrestricted Subsidiaries.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by JohnsonDiversey and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption “—Restricted Payments” or Permitted Investments, as determined by JohnsonDiversey. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

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Business Activities

JohnsonDiversey will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to that extent as would not be material to JohnsonDiversey and its Restricted Subsidiaries taken as a whole.

Payments for Consent

JohnsonDiversey will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indentures or the Notes unless that consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to that consent, waiver or agreement.

Reports

At any time on or after November 11, 2002, whether or not required by the Commission, so long as any Notes are outstanding, JohnsonDiversey will furnish to the Holders of Notes, within the time periods specified in the Commission’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if JohnsonDiversey were required to file those Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by JohnsonDiversey’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if JohnsonDiversey were required to file those reports.

If JohnsonDiversey has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of JohnsonDiversey and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of JohnsonDiversey.

In addition, following the completion of the exchange offer contemplated by the Registration Rights Agreements, whether or not required by the Commission, JohnsonDiversey will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, JohnsonDiversey and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

Each of the following is an Event of Default under each Indenture:

(1) default for 30 days in the payment when due of interest on, or Special Interest with respect to, the Notes whether or not prohibited by the subordination provisions of the Indentures;

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(2) default in payment when due of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indentures;

(3) failure by JohnsonDiversey or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales,” “—Certain Covenants—Restricted Payments,” “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” or “—Certain Covenants—Merger, Consolidation or Sale of Assets,” which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring JohnsonDiversey to remedy the default has been given to JohnsonDiversey in accordance with the Indentures;

(4) failure by JohnsonDiversey or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indentures;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by JohnsonDiversey or any of its Restricted Subsidiaries (or the payment of which is guaranteed by JohnsonDiversey or any of its Restricted Subsidiaries) whether that Indebtedness or guarantee now exists, or is created after the date of the Indentures, if that default:

(a) is caused by a failure to pay at maturity principal of, or interest or premium, if any, on that Indebtedness (a “Payment Default”); or

(b) results in the acceleration of that Indebtedness prior to its express maturity,

and, in each case, the principal amount of any that Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(6) failure by JohnsonDiversey or any of its Restricted Subsidiaries to pay final, non-appealable judgments aggregating in excess of $25.0 million (exclusive of amounts covered by insurance other than self-insurance), which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the Indentures, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee; and

(8) specified events of bankruptcy or insolvency described in the Indentures with respect to JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey that is a Significant Subsidiary or any group of Restricted Subsidiaries of JohnsonDiversey that, taken together, would constitute a Significant Subsidiary.

In the case of an Event of Default arising from specified events of bankruptcy or insolvency, with respect to JohnsonDiversey, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes under an Indenture may declare all the Notes under that Indenture to be due and payable immediately.

Holders of the Notes may not enforce the Indentures or the Notes except as provided in the Indentures. Subject to specified limitations, Holders of a majority in principal amount of the then-outstanding Notes under an Indenture may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it

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determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest or Special Interest.

The Holders of a majority in aggregate principal amount of the Notes then outstanding under an Indenture, by notice to the Trustee, may on behalf of the Holders of all of those Notes waive any existing Default or Event of Default and its consequences under the relevant Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, the Notes.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of JohnsonDiversey with the intention of avoiding payment of the premium that JohnsonDiversey would have had to pay if JohnsonDiversey then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indentures, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to May 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of JohnsonDiversey with the intention of avoiding the prohibition on redemption of the Notes prior to May 15, 2007 then the premium specified in the relevant Indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

JohnsonDiversey is required to deliver to the Trustee annually a statement regarding compliance with the Indentures. Upon becoming aware of any Default or Event of Default, JohnsonDiversey is required to deliver to the Trustee a statement specifying that Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of JohnsonDiversey or any Guarantor, as such, will have any liability for any obligations of JohnsonDiversey or the Guarantors under the Notes, the Indentures, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, those obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

JohnsonDiversey may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Subsidiary Guarantees (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on the Notes when those payments are due from the trust referred to below;

(2) JohnsonDiversey obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and JohnsonDiversey and the Guarantor’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indentures.

In addition, JohnsonDiversey may, at its option and at any time, elect to have the obligations of JohnsonDiversey and the Guarantors released with respect to specified covenants that are described in the Indentures (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the affected Notes. In the

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event Covenant Defeasance occurs, specified events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under the caption “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the affected Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) JohnsonDiversey must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the affected Notes, cash in U.S. dollars or legal tender in the countries constituting the European Monetary Union, non-callable Government Securities or EEA Government Obligations, or a combination thereof, in amounts as will be sufficient, together with the interest or increment to accrue thereon (but without further reinvestment), in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on those outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and JohnsonDiversey must specify whether those Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, JohnsonDiversey has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) JohnsonDiversey has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indentures, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon that opinion of counsel will confirm that, the Holders of the affected outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of that Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, JohnsonDiversey has delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the Holders of the affected outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of that Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of that deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to that deposit);

(5) that Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indentures) to which JohnsonDiversey or any of its Restricted Subsidiaries is a party or by which JohnsonDiversey or any of its Restricted Subsidiaries is bound;

(6) JohnsonDiversey must deliver to the Trustee an officers’ certificate stating that the deposit was not made by JohnsonDiversey with the intent of preferring the Holders of Notes over the other creditors of JohnsonDiversey with the intent of defeating, hindering, delaying or defrauding creditors of JohnsonDiversey or others; and

(7) JohnsonDiversey must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance contained in the relevant Indenture or Indentures have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, with the consent of the Holders of a majority in principal amount of the then-outstanding Notes under an Indenture (including, without

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limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), that Indenture and the corresponding Notes may be amended or supplemented, and with the consent of the Holders of a majority in principal amount of the then-outstanding Notes under an Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), any existing default or compliance with any provision of that Indenture and the corresponding Notes may be waived.

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver of the Payment Default that resulted from that acceleration);

(5) make any Note payable in money other than that stated in the applicable Note;

(6) make any change in the provisions of the relevant Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required by any of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Subsidiary Guarantees or the Indentures, except in accordance with the terms of the Indentures; or

(9) make any change in the preceding amendment and waiver provisions.

In addition, any amendment to, or waiver of, the provisions of an Indenture relating to subordination that adversely affects the rights of the Holders of the Notes will require the consent of the Holders of at least 75% in aggregate principal amount of Notes then outstanding under that Indenture.

Notwithstanding the preceding, without the consent of any Holder of Notes, JohnsonDiversey, the Guarantors and the Trustee may amend or supplement the Indentures or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of JohnsonDiversey’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of JohnsonDiversey’s assets;

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indentures of any Holder; or

(5) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indentures under the Trust Indenture Act.

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Satisfaction and Discharge

An Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated under that Indenture, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to JohnsonDiversey, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and JohnsonDiversey or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars or legal tender in the countries constituting the European Monetary Union, non-callable Government Securities or EEA Government Obligations, or a combination thereof, in amounts as will be sufficient, together with the interest or increment to accrue thereon (but without consideration of any further reinvestment), to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing under that Indenture on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which JohnsonDiversey or any Guarantor is a party or by which JohnsonDiversey or any Guarantor is bound;

(3) JohnsonDiversey or any Guarantor has paid or caused to be paid all sums payable by it under that Indenture; and

(4) JohnsonDiversey has delivered irrevocable instructions to the Trustee under that Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, JohnsonDiversey must deliver an officers’ certificate and an opinion of counsel to the Trustee stating that all conditions precedent contained in the relevant Indenture or Indentures to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of JohnsonDiversey or any Guarantor, the Indentures limit its right to obtain payment of claims in specified cases, or to realize on specified property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate that conflict within 90 days, apply to the Commission for permission to continue or resign.

The Holders of a majority in principal amount of the then-outstanding Notes under an Indenture will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to specified exceptions. The Indentures provide that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to those provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the

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Indentures at the request of any Holder of Notes, unless that Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Listing

The outstanding notes are listed on the Luxembourg Stock Exchange and we have applied to list the exchange notes on the Luxembourg Stock Exchange. The legal notice relating to the issuance of the exchange notes and the Articles of Incorporation of JohnsonDiversey will be registered prior to the listing with the Registrar of the District Court in Luxembourg, where such documents are available for inspection and where copies thereof can be obtained upon request. As long as the Notes are listed on the Luxembourg Stock Exchange, an agent for making payments on, and transfers of, Notes will be maintained in Luxembourg. JohnsonDiversey has initially designated The Bank of New York (Luxembourg) S.A. as its agent for those purposes. The address of The Bank of New York (Luxembourg) S.A. is Aerogolf Center, IA, Hoehenhof, L-1736 Senningerberg.

Book-Entry, Delivery and Form

Except as set forth below, the notes issued in the exchange offer will be issued in registered, global form in minimum denominations of $1,000 or €1,000 and integral multiples of $1,000 or €1,000.

The notes which are denominated in dollars to be issued in the exchange offer will be represented by one or more global notes in definitive, fully registered form without interest coupons (collectively, the “Dollar Global Note”) and will be deposited with the Trustee as custodian for the DTC and registered in the name of Cede & Co, as nominee for DTC. The notes denominated in euros to be issued in the exchange offer will be represented by one global note in fully registered form without interest coupons (the “Euro Global Note”) and will be deposited with The Bank of New York, London Branch as common depositary for Euroclear (the “Common Depositary”) and registered in the name of a nominee of the Common Depositary. All holders of notes denominated in euros who exchange their outstanding notes denominated in euros in the exchange offer will hold their interests through the Euro Global Note, regardless of whether they purchased their interests pursuant to Rule 144A or Regulation S.

Ownership interests in the Dollar Global Notes (the “Dollar Book-Entry Interests”) and in the Euro Global Notes (the “Euro Book-Entry Interests” and, together with the Dollar Book-Entry Interests, the “Book-Entry Interests”) will be limited to participants and indirect participants of DTC, Euroclear and/or Clearstream Banking, as applicable. The Book-Entry Interests will not be held in definitive form. Instead, DTC, Euroclear and/or Clearstream Banking will credit on their respective book-entry registration and transfer systems a participant’s account with the interest beneficially owned by that participant. The laws of some jurisdictions, including some states of the United States, may require that specified purchasers of securities take physical delivery of those securities in definitive form. The foregoing limitations may impair the ability to own, transfer or pledge Book-Entry Interests.

Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “Holders” thereof under the Indentures for any purpose.

Under the terms of the Euro Indenture, JohnsonDiversey will exchange all Global Notes for Definitive Registered Notes (as defined) if:

(1) JohnsonDiversey delivers to the Trustee notice from either Euroclear and/or Clearstream that it is no longer a clearing agency;

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(2) the Depositary is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by JohnsonDiversey within 120 days after the date of such notice from the Depositary;

(3) if there has occurred a Default or Event of Default with respect to the Euro Notes; or

(4) in whole (but not in part) at any time if JohnsonDiversey in its sole discretion determines that the Euro Global Notes should be exchanged for Definitive Registered Notes.

Under the terms of the Dollar Indenture, JohnsonDiversey will exchange all Global Notes for Definitive Registered Notes if:

(1) JohnsonDiversey delivers to the Trustee notice from DTC that it is no longer a clearing agency;

(2) DTC is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by JohnsonDiversey within 120 days after the date of such notice from DTC;

(3) if there has occurred a Default or Event of Default with respect to the Euro Notes; or

(4) in whole (but not in part) at any time if JohnsonDiversey in its sole discretion determines that the Dollar Global Notes should be exchanged for Definitive Registered Notes.

In such an event, the Registrar will issue Notes in definitive registered form (“Definitive Registered Notes”), registered in the name or names and issued in any approved denominations, requested by or on behalf of DTC, Euroclear and/or Clearstream as applicable (in accordance with their respective customary procedures and based upon directions received from participants reflecting the beneficial ownership of Book-Entry Interests) and will bear a restrictive legend, unless that legend is not required by applicable law.

To the extent permitted by law, JohnsonDiversey, the Trustee, the Paying Agent and the Registrar shall be entitled to treat the Holder of any Note as the absolute owner thereof.

JohnsonDiversey will not impose any fees or other charges in respect of the Notes; however, holders of the Book-Entry interests may incur fees normally payable in respect of the maintenance and operation of accounts in DTC, Euroclear and/or Clearstream Banking.

Transfer and Exchange

Unless and until Book-Entry Interests are exchanged for Definitive Registered Notes, the Global Notes held by the DTC or the Depositary may not be transferred except as a whole to a nominee or a successor approved by JohnsonDiversey.

Book-Entry Interests will be subject to specified restrictions on transfer and certification requirements. After the Notes have been registered under the Securities Act, all certification requirements with respect to the Notes will cease.

Subject to the foregoing, a Book-Entry Interest in one of the Global Notes may be transferred to a person who takes delivery thereof in the form of a Book-Entry Interest in another of the Global Notes by means of an instruction originated through DTC, Euroclear or Clearstream Banking, as applicable. Any Book-Entry Interest that is so transferred will, upon transfer, cease to be a Book-Entry Interest in the first-mentioned Global Note and become a Book-Entry Interest in the other Global Note and will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to Book-Entry Interests in that other Global Note for as long as it remains such a Book-Entry Interest. In connection with that transfer, appropriate adjustments will be made to reflect a decrease in the principal amount of the first-mentioned Global Note and a corresponding increase in the principal amount of the other Global Note, as applicable.

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Book-Entry Interests in a Global Note may be exchanged for Definitive Registered Notes upon receipt by the Registrar of instructions from a Paying Agent. It is expected that those instructions of the Paying Agent will be based upon directions received by DTC, Euroclear or Clearstream Banking, as applicable, from the participant that owns the relevant Book-Entry Interests. Definitive Registered Notes issued in exchange for a Book-Entry Interest will, except as set forth in the Indentures or as otherwise determined by JohnsonDiversey in compliance with applicable law, be subject to certain restrictions and will have a restrictive legend.

Subject to that restriction, Euro Notes issued as Definitive Registered Notes may be transferred in whole or in part, in denominations of €1,000 in principal amount or integral multiples thereof and Dollar Notes issued as Definitive Registered Notes may be transferred in whole or in part, in denominations of $1,000 in principal amount or integral multiples thereof to persons who take delivery thereof in the form of Definitive Registered Notes or in the form of Book-Entry Interests in a Global Note. In connection with any such transfer, the Indentures will require the transferor to, among other things, furnish appropriate endorsements and transfer documents and to pay any taxes, duties and governmental charges in connection with that transfer.

Notwithstanding the foregoing, JohnsonDiversey is not required to register the transfer of any Definitive Notes:

(1) selected for redemption;

(2) for a period of 15 calendar days immediately prior to the date fixed for selection of Notes to be redeemed in part;

(3) for a period of 15 calendar days prior to the record date with respect to any interest payment date; or

(4) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

Any such transfer will be made without charge to the Holder, other than any taxes, duties and governmental charges payable in connection with that transfer.

Redemption of Global Notes

In the event any Global Note (or any portion thereof) is redeemed, DTC or the Depositary, as applicable, will redeem an equal amount of the Book-Entry Interests in such Global Note from the amount received by it in respect of the redemption of such Global Note. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by DTC or the Depositary, as applicable, in connection with the redemption of such Global Note (or any portion thereof), and a notice of such redemption price will be published in Luxembourg. See “—Paying Agent and Registrar for the Notes.” JohnsonDiversey understands that under existing practices of DTC, Euroclear and Clearstream Banking, if fewer than all of the Notes are to be redeemed at any time, DTC, Euroclear and Clearstream Banking will credit their respective participants’ accounts on a proportionate basis (with adjustments to prevent fractions) or by lot or on such other basis as they deem fair and appropriate; provided, however, that no Book-Entry Interest of less than $1,000 principal amount or €1,000 principal amount, as applicable, may be redeemed in part.

Payments on Global Notes

Payments of any amounts owing in respect of the Global Notes (including principal, premium, if any, interest, and Special Interest, if any) will be made by JohnsonDiversey in euros, in the case of Euro Global Notes, and U.S. Dollars, in the case of the Dollar Global Notes, to the relevant principal

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Paying Agent. The relevant principal Paying Agent will, in turn, make such payments to DTC or the Depositary, as applicable, which will distribute such payments to participants in accordance with the procedures of DTC, Euroclear and Clearstream, as applicable.

Under the terms of the Indentures, JohnsonDiversey and the Trustee will treat the Holder of the Global Notes as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, none of JohnsonDiversey, the Subsidiary Guarantees, the Trustee or any agent of JohnsonDiversey or the Trustee has or will have any responsibility or liability for:

(1) any aspect of the records of DTC, the Depositary, Euroclear, Clearstream Banking or any participant or indirect participant relating to or payments made on account of a Book-Entry Interest or for maintaining, supervising or reviewing any of the records of DTC, the Depositary, Euroclear, Clearstream Banking or any participant or indirect participant relating to or payments made on account of a Book-Entry Interest; or

(2) DTC, the Depositary, Euroclear, Clearstream Banking or any participant or indirect participant.

Payments by participants to owners of Book-Entry Interests held through participants are the responsibility of such participants, as is now the case with securities held for the accounts of customers registered in “street name.”

Action by Owners of Book-Entry Interests

DTC has advised JohnsonDiversey that it will instruct the Trustee to take any action permitted to be taken by a Holder of Dollar Notes (including the presentation of Notes for exchange as described above) only at the direction of one or more participants to whose account the Dollar Book-Entry Interests in the Dollar Global Notes are credited and only in respect of such portion of the aggregate principal amount of Dollar Notes as to which such participant or participants has or have given such direction. The Depositary has advised JohnsonDiversey that it will instruct the Trustee to take any action permitted to be taken by a Holder of Euro Notes (including the presentation of Notes for exchange as described above) only at the direction of one or more participants to whose account the Euro Book-Entry Interests in the Euro Global Notes are credited and only in respect of such portion of the aggregate principal amount of Euro Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC, Euroclear and Clearstream Banking reserve the right to exchange the Global Notes for Definitive Registered Notes, and to distribute such Notes to its participants.

Action by Trustee Following a Default

Upon the occurrence of a Default with respect to the Notes, or in connection with any other right of a Holder of a Global Note under the Indentures, if requested in writing by DTC or the Depositary, the Trustee will take any such action as shall be requested in such notice; provided that the Trustee has been offered reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request by the owners of Book-Entry Interests.

Global Clearance and Settlement Under Book-Entry System

Initial Settlement

Initial settlement for the Dollar Notes will be made in dollars. Initial settlement for the Euro Notes will be made in euros.

Book-Entry Interests owned through DTC (other than through accounts at Euroclear or Clearstream Banking) will follow the settlement applicable to U.S. corporate debt obligations. The

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securities custody accounts of investors will be credited with their holdings against payment in same-day funds on the settlement date.

Book-Entry Interests owned through Euroclear or Clearstream Banking accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. Book-Entry Interests will be credited to the securities custody accounts of Euroclear and Clearstream Banking holders on the business day following the settlement date against payment for value on the settlement date.

Secondary Market Trading

The Dollar Book-Entry Interests will trade in DTC’s Same-Day Funds Settlement System or through Euroclear or Clearstream Banking, and secondary market trading activity in such Book-Entry Interests will therefore settle in same-day funds. The Euro Book-Entry Interests will trade through the participants of Euroclear or Clearstream Banking and will settle in same-day funds.

Since the purchase determines the place of delivery, it is important to establish at the time of trading of any Book-Entry Interests where both the purchaser’s and seller’s accounts are located to ensure that settlement can be made on the desired value date.

Information Concerning DTC, Euroclear and Clearstream Banking

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Rule 144A Global Notes and the Regulation S Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time.

JohnsonDiversey understands as follows with respect to DTC, Euroclear and Clearstream Banking:

DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of its participants and to facilitate the clearance and settlement of transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC participants include securities brokers and dealers (including the Initial Purchasers), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of an owner of a Book-Entry Interest to pledge such interest to persons or entities that do no participate in DTC, or otherwise take actions in respect of such interest, may be limited by the lack of a definitive certificate for such interest. The laws of some states require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer Book-Entry Interests to such persons may be limited. In addition, beneficial owners of Book-Entry Interests through DTC will receive distributions attributable to the Global Notes only through DTC participants.

Euroclear and Clearstream Banking hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through

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electronic book-entry changes in accounts of such participants. Euroclear and Clearstream Banking provide to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream Banking interface with domestic securities markets. Euroclear and Clearstream Banking participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and certain other organizations. Indirect access to Euroclear or Clearstream Banking is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream Banking participant, either directly or indirectly.

Certain Definitions

Set forth below are some of the defined terms used in the Indentures. Reference is made to the Indentures for a full description of all terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time that other Person is merged with or into or became a Subsidiary of that specified Person, whether or not that Indebtedness is incurred in connection with, or in contemplation of, that other Person’s merging with or into, or becoming a Subsidiary of, that specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by that specified Person.

“Acquisition Agreement” means the Purchase Agreement, dated as of November 20, 2001, by and among Holdings, JohnsonDiversey and Conopco, Inc., a New York corporation, as amended by the First Amendment to the Purchase Agreement, dated as of February 11, 2002, the Second Amendment to the Purchase Agreement, dated as of April 5, 2002, and the Third Amendment to the Purchase Agreement, dated as of May 3, 2002.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with that specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. No Person (other than JohnsonDiversey or any Subsidiary of JohnsonDiversey) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of JohnsonDiversey or any of its Subsidiaries solely by reason of that Investment.

“Asset Sale” means:

(1) the sale, lease, conveyance, transfer or other disposition of any assets or rights, other than sales of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance, transfer or other disposition of all or substantially all of the assets of JohnsonDiversey and its Subsidiaries taken as a whole will be governed by the provisions of the Indentures described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

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(2) the issuance of Equity Interests by any of JohnsonDiversey’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

  (1) any single transaction or series of related transactions that (a) involves assets having a fair market value of less than $5.0 million or (b) results in net proceeds to JohnsonDiversey and its Subsidiaries of less than $5.0 million;

  (2) a transfer of assets between or among JohnsonDiversey and its Restricted Subsidiaries,

  (3) an issuance of Equity Interests by a Restricted Subsidiary to JohnsonDiversey or to another Restricted Subsidiary;

  (4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

  (5) the sale or other disposition of cash or Cash Equivalents;

  (6) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary of the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (6), notes received in exchange for the transfer of accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay those notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of JohnsonDiversey entered into as part of a Qualified Receivables Transaction;

  (7) any sale or other transfer of assets in connection with plant closings as described under the caption “Business—Strategy—Focus on Operating Efficiencies and Improving Margins”;

  (8) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

  (9) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments;”

(10) the sale or grant of any license in the ordinary course of business to use the patents, trade secrets, know-how and or intellectual property of JohnsonDiversey or any of its Restricted Subsidiaries to the extent that the license does not generally prohibit JohnsonDiversey or any of its Restricted Subsidiaries from using the technologies licensed or require JohnsonDiversey or any of its Restricted Subsidiaries to pay any fees for that use;

(11) the sale or other disposition in the ordinary course of business of obsolete or worn-out assets or assets that management determines are no longer necessary to operate the business; and

(12) the Whitmire Sale.

“Beneficial Owner” has the meaning assigned to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), that “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether that right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

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“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of that Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) euros and United States dollars;

(2) securities issued or directly and fully guaranteed or insured by any of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States government or any agency or instrumentality of the foregoing (provided that the full faith and credit of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States, respectively, is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic or foreign commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services, Inc. and in each case maturing within six months after the date of acquisition of that commercial paper; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Cayman Subsidiary” means Johnson Diversey Cayman, Inc., a wholly owned Subsidiary of JohnsonDiversey organized under the laws of the Cayman Islands.

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“Change of Control” means the occurrence of any of the following:

(1) the sale, conveyance, transfer or other disposition (other than by way of merger, amalgamation or consolidation) of all or substantially all of the properties or assets of Holdings, JohnsonDiversey and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than any member of the Johnson Family Group or any Guarantor, shall have occurred;

(2) the adoption of a plan relating to the liquidation or dissolution of either of Holdings or JohnsonDiversey;

(3) any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than any member of the Johnson Family Group, becomes the “beneficial owner” (as defined in Rule I3d-3 under the Exchange Act) of more than 50% of the total voting power of all classes of the Voting Stock of Holdings or JohnsonDiversey, calculated on a fully diluted basis;

(4) at any time after a Public Market shall exist, during any period of two consecutive years, individuals who at the beginning of that period constituted the Board of Directors of Holdings or JohnsonDiversey (together with (a) any directors whose election or appointment by the Board of Directors of Holdings or JohnsonDiversey, as applicable, or whose nomination for election by the stockholders of Holdings or JohnsonDiversey, as applicable, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of that period or whose election or nomination for election was previously so approved, (b) any directors whose election or appointment by the Board of Directors of Holdings or JohnsonDiversey, as applicable, or whose nomination for election by the stockholders of Holdings or JohnsonDiversey, as applicable, was approved by any member of the Unilever Group pursuant to the terms of the Stockholders’ Agreement or any member of the Johnson Family Group, and (c) any directors elected pursuant to the terms of any stockholders’ agreement among the stockholders of Holdings or JohnsonDiversey, as applicable) cease for any reason to constitute a majority of the Board of Directors of Holdings or JohnsonDiversey, as applicable, then in office; or

(5) the merger, amalgamation or consolidation of Holdings or JohnsonDiversey, as applicable, with or into another Person or the merger of another Person with or into Holdings or JohnsonDiversey, as applicable (each, a “Business Combination”), shall have occurred, and the securities of Holdings or JohnsonDiversey, as applicable, that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of Holdings or JohnsonDiversey, as applicable, are changed into or exchanged for cash, securities or property, unless pursuant to that transaction those securities are changed into or exchanged for, in addition to any other consideration, securities of the corporation or entity resulting from such Business Combination (including an entity which as a result of the Business Combination owns Holdings or JohnsonDiversey either directly or through one or more Subsidiaries) that represent immediately after giving effect to that transaction, greater than 50% of the outstanding Voting Stock of the corporation or entity resulting from that Business Combination (including an entity which as a result of the Business Combination owns Holdings or JohnsonDiversey either directly or through one or more Subsidiaries).

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of that Person for that period, plus:

(1) an amount equal to any extraordinary loss plus any net loss realized by that Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent that losses were deducted in computing that Consolidated Net Income; plus

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(2) provision for taxes based on income or profits of that Person and its Restricted Subsidiaries for that period, to the extent that the provision for taxes was deducted in computing that Consolidated Net Income; plus

(3) consolidated interest expense of that Person and its Restricted Subsidiaries for that period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing that Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of that Person and its Restricted Subsidiaries for that period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing that Consolidated Net Income; plus

(5) unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent those losses were deducted in computing that Consolidated Net Income; plus

(6) all non-recurring adjustments used in connection with the calculation of Pro Forma EBITDA as set forth in this prospectus under the caption "Unaudited Pro Forma and Historical Condensed Combined Financial Data" to the extent that the adjustments are not fully reflected in the applicable period and continue to be applicable; plus

(7) all of the following non-recurring adjustments, to the extent that the adjustments are not fully reflected in the applicable period and continue to be applicable:

(a) a restructuring adjustment relating to the DiverseyLever restructuring program that was initiated in 2000, which adjustment is an addition to EBITDA reflecting (1) fixed asset write-offs and severence costs from identified plant closures and right sizing initiatives, as well as inventory SKU rationalization, and (2) the cumulative effect of total salary cost savings that are a direct result of the restructuring severance programs;

(b) a pension adjustment consisting of two components, the overall effect of which is to normalize our net pension expense following the Acquisition. The first component reverses the Unilever allocation of a net pension credit to DiverseyLever. The first component is a deduction from EBITDA, which results from Unilever retaining net pension surpluses for funded pension plans upon the closing of the Acquisition and the removal of interest costs related to unfunded pension plans. The second component is a deduction from EBITDA that represents an estimate of net pension expense that will be incurred by us on an ongoing basis;

(c) a net corporate costs adjustment, which includes (1) a deduction from EBITDA of the Unilever corporate overhead costs that are included in DiverseyLever's historical accounts, but will not be required to operate our ongoing business, and (2) an addition to EBITDA of management's estimate of the incremental overhead required to operate our ongoing business;

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(d) a disposal/normalization of businesses adjustment, which includes (1) a deduction from EBITDA of the gain on sale by CMI of a joint venture and the gain on sale of two DiverseyLever businesses, (2) a deduction from EBITDA of the impact on operations of the two disposed of DiverseyLever businesses and (3) an addition to reflect in EBITDA the full-period impact of businesses that CMI and DiverseyLever acquired during specified periods;

(e) a compensation arrangements adjustment, which consists of two components. The first component is an addition to EBITDA to reflect CMI's movement from historical stock appreciation rights and long-term incentive plans, which were compensatory arrangements, to a non-compensatory stock option plan. The second component is an addition to EBITDA of historical profit sharing expense in excess of the maximum contribution limit that our board of directors instituted upon the closing of the Acquisition; and

(f) other adjustments, which consist of additions to EBITDA relating to (1) a one-time transfer tax paid by CMI relating to the consolidation of a specified foreign entity, (2) discontinued CMI e-Business initiatives that were one-time investments, (3) CMI's write-off of a technology asset deemed to be impaired, (4) a one-time value added tax payment by DiverseyLever, (5) non-recurring losses on asset disposals by DiverseyLever and (6) specified costs allocated to the DiverseyLever business from other Unilever entities, exclusive of the net corporate costs referred to in (c) above, that are not required to operate our combined company; minus

(8) non-cash items increasing that Consolidated Net Income for that period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary of JohnsonDiversey will be added to Consolidated Net Income to compute Consolidated Cash Flow of JohnsonDiversey only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to JohnsonDiversey by that Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of that Person and its Restricted Subsidiaries for that period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders unless such restriction to the payment of dividends has been permanently waived;

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(3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of that acquisition will be excluded;

(4) the cumulative effect of a change in accounting principles will be excluded; and

(5) the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Restricted Subsidiaries.

“Credit Agreement” means the Credit Agreement, dated as of May 3, 2002, by and among Holdings, JohnsonDiversey, the other borrowers thereunder, the several banks and other financial institutions or entities from time to time parties thereto, Citicorp USA, Inc., as Administrative Agent, Goldman Sachs Credit Partners, L.P., as Syndication Agent, and ABN AMRO Bank N.A., Bank One, NA, Royal Bank of Scotland plc, New York Branch and General Electric Capital Corporation, as Co-documentation Agents, including any related notes, collateral documents, letters of credit and documentation and guarantees and any appendices, exhibits or schedules to any of the foregoing as any or all of such agreements may be in effect from time to time, in each case, as any or all of such agreements (or any other agreement that renews, refunds, refinances, restructures, replaces, repays or extends any or all of such agreements) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as any or all of such agreements (or any other agreement that renews, refunds, refinances, restructures, replaces, repays or extends any or all of such agreements) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Senior Debt” means:

(1) all Obligations under the Credit Agreement; and

(2) after payment in full of all Obligations under the Credit Agreement and termination of the commitments thereunder, any other Senior Debt permitted under the Indentures the principal amount of which is $25.0 million or more and that has been designated by JohnsonDiversey as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require JohnsonDiversey to repurchase that Capital Stock upon the occurrence of a change of control or an asset sale will not

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constitute Disqualified Stock if the terms of that Capital Stock provide that JohnsonDiversey may not repurchase or redeem that Capital Stock pursuant to those provisions unless that repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Domestic Subsidiary” means any Subsidiary of JohnsonDiversey that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of JohnsonDiversey.

“EEA Government Obligation” means direct non-callable obligations of, or non-callable obligations guaranteed by, any European Union member for the payment of which obligation or guarantee the full faith and credit of the respective nation is pledged; provided that such nation has a credit rating at least equal to that of the highest rated member nation of the European Economic Area.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any underwritten public offering of common stock of Holdings or JohnsonDiversey; provided that with respect to any underwritten public offering of Holdings, the net proceeds of that offering are substantially concurrently contributed to JohnsonDiversey as cash.

“Existing Indebtedness” means Indebtedness of JohnsonDiversey and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the Indentures, including the Indebtedness under the Receivables Purchase Agreement dated as of March 2, 2001, as amended or supplemented from time to time, among JWPR Corporation, as seller and servicer, the financial institutions party thereto, Falcon Asset Securitization Corporation and Bank One, NA (Main Office Chicago), as agent, until those amounts are repaid.

“Financial Covenant Period” means (a) if prior to the date on which JohnsonDiversey’s financial statements for the second quarter of 2003 are available, JohnsonDiversey’s most recently ended full fiscal quarter or quarters, as applicable, that commenced after the date of the Indentures for which internal financial statements are available immediately preceding the date on which the applicable Restricted Payment is made, additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued or (b) if after the date on which JohnsonDiversey’s financial statements for the second quarter of 2003 are available, JohnsonDiversey’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the applicable Restricted Payment is made, additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of that Person and its Restricted Subsidiaries for that period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations entered into with respect to interest rates; plus

(2) the consolidated interest of that Person and its Restricted Subsidiaries that was capitalized during that period; plus

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(3) any interest expense on Indebtedness of another Person that is Guaranteed by that Person or one of its Restricted Subsidiaries or secured by a Lien on assets of that Person or one of its Restricted Subsidiaries, whether or not that Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of that Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of JohnsonDiversey (other than Disqualified Stock) or to JohnsonDiversey or a Restricted Subsidiary of JohnsonDiversey, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then-current combined federal, state and local statutory tax rate of that Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of that Person and its Restricted Subsidiaries for that period to the Fixed Charges of that Person and its Restricted Subsidiaries for that period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to that incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or that issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable Financial Covenant Period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the Financial Covenant Period or subsequent to that reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the Financial Covenant Period and Consolidated Cash Flow for that reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to those Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

“Foreign Subsidiaries” means any Restricted Subsidiary of JohnsonDiversey that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in those other statements by any other entity that has been approved by a significant segment of the accounting profession, which are in effect from time to time.

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“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each current direct and indirect wholly owned Domestic Subsidiary (other than the Receivables Subsidiary), the Cayman Subsidiary and any other subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the Indentures, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of that Person under any interest rate swap agreement, interest rate cap agreement and interest rate collar agreement, foreign currency exchange rate agreement, commodity price protection agreement or other agreement or arrangement designed to protect that Person against fluctuations in interest rates, foreign currency exchange rates or commodity prices.

“Holdings” means JohnsonDiversey Holdings, Inc.

“Indebtedness” means, with respect to any specified Person, any indebtedness of that Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not that Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

“Investments” means, with respect to any Person, all direct or indirect investments by that Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If JohnsonDiversey

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or any Restricted Subsidiary of JohnsonDiversey sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of JohnsonDiversey such that, after giving effect to that sale or disposition, that Person is no longer a Subsidiary of JohnsonDiversey, JohnsonDiversey will be deemed to have made an Investment on the date of that sale or disposition equal to the fair market value of JohnsonDiversey’s Investments in that Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey of a Person that holds an Investment in a third Person will be deemed to be an Investment by JohnsonDiversey or that Restricted Subsidiary in that third Person in an amount equal to the fair market value of the Investments held by the acquired Person in that third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Johnson Family Group” means (1) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis or the spouse of any such descendant; (2) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in clause (1) above; and (3) an entity controlled directly or indirectly by one or more individuals or entities described in clauses (1) or (2) above.

“Joint Liabilities” means JohnsonDiversey’s obligations in respect of certain joint ERISA, environmental and product liability obligations of JohnsonDiversey and S.C. Johnson & Son, Inc., up to a maximum aggregate cash payment amount of $8.0 million.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of that asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of that Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on that gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by that Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of that Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related provision for taxes on that extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by JohnsonDiversey or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to that Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of that Asset Sale and any reserve for adjustment in respect of the sale price of that asset or assets established in accordance with GAAP.

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“Non-Recourse Debt” means Indebtedness:

(1) as to which neither JohnsonDiversey nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of JohnsonDiversey or any of its Restricted Subsidiaries to declare a default on that other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of JohnsonDiversey or any of its Restricted Subsidiaries.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Permitted Business” means the businesses engaged in by JohnsonDiversey and its Restricted Subsidiaries on the date of the Indentures and/or activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which JohnsonDiversey and its Restricted Subsidiaries are engaged on the date of the Indentures.

“Permitted Investments” means:

  (1) any Investment in JohnsonDiversey or in a Restricted Subsidiary of JohnsonDiversey;

  (2) any Investment in Cash Equivalents;

  (3) any Investment by JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey in a Person, if as a result of that Investment:

(a) that Person becomes a Restricted Subsidiary of JohnsonDiversey; or

(b) that Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, JohnsonDiversey or a Restricted Subsidiary of JohnsonDiversey;

  (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales;”

  (5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of JohnsonDiversey;

  (6) any Investments received in compromise of obligations incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

  (7) Hedging Obligations;

  (8) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by that Receivables Subsidiary to effect that Qualified Receivables Transaction; and any other Investment by JohnsonDiversey or a Subsidiary of JohnsonDiversey in a Receivables Subsidiary or any

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Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided, that the other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of JohnsonDiversey entered into as part of a Qualified Receivables Transaction;

  (9) any Investments in joint ventures having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date of the Indentures not to exceed $25.0 million;

(10) advances with respect to ordinary course receivables made by JohnsonDiversey or any of its Restricted Subsidiaries to Unilever pursuant to the Sales Agency Agreement;

(11) any Investments in endorsements of negotiable instruments and similar negotiable documents in the ordinary course of business; and

(12) any Investments existing on the date of the Indentures.

“Permitted Junior Securities” means:

(1) Equity Interests in JohnsonDiversey or any Guarantor; or

(2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under the Indentures and that have a stated maturity after (and do not provide for scheduled principal payments prior to) the stated maturity of any Senior Debt and any debt securities issued in exchange for Senior Debt;

provided, however, that, if such Equity Interests or debt securities are distributed in a bankruptcy or insolvency proceeding of JohnsonDiversey or any Guarantor, such Equity Interests or debt securities are distributed pursuant to a plan of reorganization.

“Permitted Liens” means:

  (1) Liens securing Senior Debt (and intercompany loans pledged as security for Senior Debt) that was permitted by the terms of the Indentures to be incurred;

  (2) Liens in favor of JohnsonDiversey or the Guarantors;

  (3) Liens on property of a Person existing at the time that Person is merged with or into or consolidated with JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey; provided that those Liens were in existence prior to the contemplation of that merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with JohnsonDiversey or the Restricted Subsidiary;

  (4) Liens on property existing at the time of acquisition of the property by JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey, provided that those Liens were in existence prior to the contemplation of that acquisition;

  (5) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with that Indebtedness;

  (6) Liens existing on the date of the Indentures;

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  (7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

  (8) Liens incurred in the ordinary course of business of JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey with respect to obligations that do not exceed $10.0 million at any one time outstanding;

  (9) Liens to secure Indebtedness permitted by clause (10) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(10) Liens on assets of JohnsonDiversey or a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction;

(11) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

(12) Liens to secure Hedging Obligations permitted under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock;”

(13) Liens securing Permitted Refinancing Indebtedness, provided that those Liens do not extend to or cover any assets or property other than the collateral securing the Indebtedness to be refinanced;

(14) Liens arising by operation of law in connection with judgments, which do not give rise to an Event of Default with respect thereto;

(15) Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law), laborers and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith, if reserves or other appropriate provision shall have been made therefor;

(16) easements, rights of way, zoning restrictions and other similar encumbrances or title defects that do not materially detract from the value of the property or the assets subject thereto or interfere with the ordinary conduct of the business of JohnsonDiversey and it Subsidiaries, taken as a whole;

(17) encumbrances arising under leases or subleases of real property that do not, in the aggregate over all such encumbrances, materially detract from the value of that real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at that real property;

(18) pledges or deposits securing (i) the performance of bids, tenders, leases or contracts (other than for the repayment of borrowed money) or leases to which JohnsonDiversey or any of its Restricted Subsidiaries is a party as lessee made in the ordinary course of business, (ii) indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money), (iii) public or statutory obligations or surety, custom or appeal bonds or (iv) indemnity, performance or other similar bonds in the ordinary course of business;

(19) Liens arising from any transactions pursuant to, contemplated by or in connection with the Acquisition Agreement or any of the Ancillary Documents (as defined in the Acquisition Agreement), in each case, as the same may be renewed, extended, or modified from time to time in any manner not materially less favorable to holders of the Notes; and

(20) Liens in favor of S.C. Johnson & Son, Inc. securing the Joint Liabilities.

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“Permitted Refinancing Indebtedness” means any Indebtedness of JohnsonDiversey or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of JohnsonDiversey or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of that Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

(2) the Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, that Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) the Indebtedness is incurred either by JohnsonDiversey or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Public Market” means any time after:

(1) an Equity Offering has been consummated; and

(2) at least 15% of the total issued and outstanding common stock of Holdings or JohnsonDiversey, as applicable, has been distributed by means of an effective registration statement under the Securities Act.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by JohnsonDiversey or any of its Subsidiaries pursuant to which JohnsonDiversey or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by JohnsonDiversey or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of JohnsonDiversey or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing those accounts receivable, all contracts and all guarantees or other obligations in respect of those accounts receivable, proceeds of those accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means JWPR Corporation, a Nevada corporation and wholly owned Subsidiary of JohnsonDiversey, and any other Subsidiary of JohnsonDiversey which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of JohnsonDiversey (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is

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guaranteed by JohnsonDiversey or any Subsidiary of JohnsonDiversey (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates JohnsonDiversey or any Subsidiary of JohnsonDiversey in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of JohnsonDiversey or any Subsidiary of JohnsonDiversey (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither JohnsonDiversey nor any Subsidiary of JohnsonDiversey has any material contract, agreement, arrangement or understanding other than on terms no less favorable to JohnsonDiversey or that Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of JohnsonDiversey, other than fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither JohnsonDiversey nor any Subsidiary of JohnsonDiversey has any obligation to maintain or preserve that Subsidiary’s financial condition or cause that Subsidiary to achieve specified levels of operating results. Any such designation by the Board of Directors of JohnsonDiversey will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of JohnsonDiversey giving effect to that designation and an officers’ certificate certifying that the designation complied with the foregoing conditions.

“Representative” means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Designated Senior Debt.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Seller Notes” means the Senior Discount Notes due 2013 of JohnsonDiversey Holdings, Inc. described under the caption “The Acquisition—Acquisition Consideration—Initial Acquisition Consideration” in this prospectus and issued and outstanding on the date of the Indentures, as the terms of the Seller Notes and/or the Seller Notes Indenture may be amended or modified from time to time and as such Seller Notes may be renewed, refunded, replaced or refinanced from time to time; provided that any such amendment, modification, renewal, refunding, replacement or refinancing (1) does not provide for cash interest payments on the Seller Notes in an amount greater than the cash interest payment provided by the terms of the Seller Notes as in effect on the date of the Indentures and (2) provides that the Seller Notes have a final maturity date later than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Seller Notes as in effect on the date of the Indentures.

“Seller Notes Indenture” means the Indenture with respect to the Seller Notes between Unilever and Holdings, dated as of the date of the Indentures.

“Seller Notes Registration Rights Agreement” means the Registration Rights Agreement with respect to the Seller Notes between Unilever and Holdings, dated as of the date of the Indentures, and any exchange and registration rights agreement that Holdings is required to enter into thereunder with respect to the Seller Notes.

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“Senior Debt” means:

(1) all Indebtedness of JohnsonDiversey or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) any other Indebtedness of JohnsonDiversey or any Guarantor permitted to be incurred under the terms of the Indentures, unless the instrument under which that Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including, without limitation, all interest accruing on or after the commencement of any bankruptcy proceeding at the rate specified in the applicable Indebtedness, whether or not such interest is allowed in such proceeding).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by JohnsonDiversey;

(2) any intercompany Indebtedness of JohnsonDiversey or any of its Subsidiaries to JohnsonDiversey or any of its Affiliates;

(3) any trade payables; or

(4) the portion of any Indebtedness that is incurred in violation of the Indentures.

To the extent that any payment of Senior Debt (whether by or on behalf of JohnsonDiversey, as proceeds of security or enforcement or any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as that Regulation is in effect from time to time.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing that Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders’ Agreement” means that certain stockholder’s agreement, dated May 3, 2002, by and among Holdings, Commercial Markets Holdco and Marga B.V., an indirect, wholly owned subsidiary of Unilever N.V.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or Trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

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(2) any partnership (a) the sole general partner or the managing general partner of which is that Person or a Subsidiary of that Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Unilever” means Unilever N.V., Unilever PLC and their respective Affiliates.

“Unrestricted Subsidiary” means any Subsidiary of JohnsonDiversey or any successor to any of them) that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that the Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with JohnsonDiversey or any Restricted Subsidiary of JohnsonDiversey unless the terms of that agreement, contract, arrangement or understanding are no less favorable to JohnsonDiversey or that Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of JohnsonDiversey;

(3) is a Person with respect to which neither JohnsonDiversey nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve that Person’s financial condition or to cause that Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of JohnsonDiversey or any of its Restricted Subsidiaries; and

(5) has at least one director on its Board of Directors that is not a director or executive officer of JohnsonDiversey or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of JohnsonDiversey or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of JohnsonDiversey as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to that designation and an officers’ certificate certifying that that designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the Indentures and any Indebtedness of that Subsidiary will be deemed to be incurred by a Restricted Subsidiary of JohnsonDiversey as of that date and, if that Indebtedness is not permitted to be incurred as of that date under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” JohnsonDiversey will be in default of that covenant. The Board of Directors of JohnsonDiversey may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that the designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of JohnsonDiversey of any outstanding Indebtedness of that Unrestricted Subsidiary and the designation will only be permitted if (1) that Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if that designation had occurred at the beginning of the reference period; and (2) no Default or Event of Default would be in existence following the designation.

“Voting Stock” of any Person as of any date means the Capital Stock of that Person that is at the time entitled to vote in the election of the Board of Directors of that Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between that date and the making of that payment; by

(2) the then-outstanding principal amount of that Indebtedness.

“Whitmire Sale” means the sale of all or substantially all of the assets or Voting Stock of Whitmire Micro-Gen Research Laboratories, Inc.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of the material U.S. federal income tax consequences of the exchange of outstanding notes for exchange notes. This summary is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations, administrative pronouncements and judicial decisions, all as in effect on the date of this prospectus and all subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders that purchased the outstanding notes upon their original issuance and that hold the outstanding notes, and will hold the exchange notes, as capital assets within the meaning of Section 1221 of the Code. This discussion does not address all of the tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as financial institutions, tax-exempt entities, holders whose functional currency is not the U.S. dollar, insurance companies, dealers in securities or foreign currencies, foreign partnerships, persons holding notes as part of a hedge, straddle or other integrated transaction, or persons who have ceased to be United States citizens or to be taxed as resident aliens. You should consult with your own tax advisor about the application of the U.S. federal income tax laws to your particular situation as well as any consequences of the exchange under the tax laws of any state, local or foreign jurisdiction.

Your acceptance of the exchange offer and your exchange of outstanding notes for exchange notes will not be taxable for U.S. federal income tax purposes because the exchange notes will not be considered to differ materially in kind or extent from the outstanding notes. Rather, the exchange notes you receive will be treated as a continuation of your investment in the outstanding notes. Accordingly, you will not recognize gain or loss upon the exchange of outstanding notes for exchange notes pursuant to the exchange offer, your tax basis in the exchange notes will be the same as your adjusted tax basis in the outstanding notes immediately before the exchange, and your holding period for the exchange notes will include the holding period for the outstanding notes exchanged therefor. There will be no U.S. federal income tax consequences to holders that do not exchange their outstanding notes pursuant to the exchange offer.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resales of the type described. In addition, until                 , 2002, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of those exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of those exchange notes may be deemed to be an ''underwriter'' within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an ''underwriter'' within the meaning of the Securities Act.

For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the Letter of Transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the exchange notes is being passed upon for us by Jones, Day, Reavis & Pogue, Chicago, Illinois.

EXPERTS

On June 24, 2002, we dismissed Arthur Andersen LLP and appointed Ernst & Young LLP as our independent public accountants. The decision to change our independent public accountants was recommended by our senior management and approved by our board of directors. As a result of this action, Ernst & Young will audit our financial statements for our fiscal year 2002.

During CMI’s two most recent fiscal years, which ended June 30, 2000 and June 29, 2001, the six month transition period ended December 28, 2001 and the subsequent interim period through June 24, 2002, there were no disagreements between us and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their reports. None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within CMI’s two most recent fiscal years and the subsequent interim period through June 24, 2002. The audit reports of Arthur Andersen on the consolidated financial statements of CMI and its subsidiaries as of and for the fiscal years ended June 30, 2000 and June 29, 2001 and as of and for the six months ended December 28, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During CMI’s two most recent fiscal years and the subsequent interim period through June 24, 2002, we did not consult with Ernst & Young regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

The consolidated financial statements of CMI as of June 30, 2000 and June 29, 2001 and for each of the fiscal years in the three-year period ended June 29, 2001, and as of December 28, 2001 and for the six months then ended have been audited by Arthur Andersen, as stated in their report appearing in this prospectus, and are included in this prospectus in reliance upon the authority of Arthur Andersen as experts in giving that report. After reasonable efforts, we have been unable to obtain Arthur Andersen’s consent to the inclusion of their report in this prospectus. In these circumstances, Rule 437a under the Securities Act permits us to file a registration statement without a written consent from Arthur Andersen. Since Arthur Andersen has not consented to the inclusion of their report in this prospectus, you may not be able to recover against Arthur Andersen under Section 11 of the Securities Act for any untrue statements of material fact contained in the financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated therein.

The special-purpose combined accounts of the DiverseyLever Group as of December 31, 2000 and December 31, 2001 and for each of the years in the three-year period ended December 31, 2001 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers, independent accountants, given on the authority of that firm as experts in auditing and accounting.

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INDEX TO FINANCIAL STATEMENTS

JOHNSONDIVERSEY, INC. (FORMERLY KNOWN AS S.C. JOHNSON COMMERCIAL MARKETS, INC.)
CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED JULY 2, 1999, JUNE 30, 2000 AND JUNE 29, 2001 AND THE SIX MONTHS ENDED DECEMBER 28, 2001
Report of Independent Public Accountants	F-2
Consolidated Balance Sheets as of June 30, 2000 and June 29, 2001 and December 28, 2001	F-3
Consolidated Statements of Income for the fiscal years ended July 2, 1999, June 30, 2000 and June 29, 2001 and six months ended December 29, 2000 (unaudited) and December 28, 2001	F-4
Consolidated Statements of Stockholders’ Equity for the fiscal years ended July 3, 1998, July 2, 1999, June 30, 2000 and June 29, 2001 and as of December 28, 2001	F-5
Consolidated Statements of Cash Flows for the fiscal years ended July 2, 1999, June 30, 2000 and June 29, 2001 and six months ended December 29, 2000 (unaudited) and December 28, 2001	F-6
Notes to Consolidated Financial Statements for the fiscal years ended July 2, 1999, June 30, 2000 and June 29, 2001 and six months ended December 28, 2001	F-7
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 30, 2001 AND MARCH 29, 2002
Condensed Consolidated Balance Sheets as of December 28, 2001 and March 29, 2002 (unaudited)	F-35
Condensed Consolidated Statements of Income for the (unaudited) three months ended March 30, 2001 and March 29, 2002	F-36
Condensed Consolidated Statements of Cash Flows for the (unaudited) three months ended March 30, 2001 and March 29, 2002	F-37
Notes to Condensed Consolidated Financial Statements for the three months ended March 29, 2002 (unaudited)	F-38
DIVERSEYLEVER GROUP
SPECIAL-PURPOSE COMBINED ACCOUNTS FOR THE THREE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
Introduction to Special-Purpose Combined Accounts for the three years ended December 31, 2001, 2000 and 1999	F-48
Statements of Responsibilities of the Directors of Unilever and the President of the DiverseyLever Group	F-49
Report of Independent Auditors	F-50
Accounting Information and Policies	F-52
Profit and Loss Accounts for the years ended December 31, 2001, 2000 and 1999	F-59
Statements of Total Recognised Gains and Losses for the years ended December 31, 2001, 2000 and 1999	F-59
Balance Sheets as at December 31, 2001 and 2000	F-60
Cash Flow Statements for the years ended December 31, 2001, 2000 and 1999	F-61
Notes to the Special-Purpose Combined Accounts for the three years ended December 31, 2001, 2000 and 1999	F-62
UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
Profit and Loss Accounts for the three months ended March 31, 2002 and 2001 (unaudited)	F-99
Statements of Total Recognised Gains and Losses for the three months ended March 31, 2002 and 2001 (unaudited)	F-99
Balance Sheets as at March 31, 2002 and December 31, 2001 (unaudited)	F-100
Cash Flow Statements for the three months ended March 31, 2002 and 2001 (unaudited)	F-101
Notes to the Unaudited Special-Purpose Interim Condensed Combined Accounts for the three months ended March 31, 2002 and 2001	F-102

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of

JohnsonDiversey, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of JohnsonDiversey, Inc. (formerly S. C. Johnson Commercial Markets, Inc.) (a Delaware corporation) and subsidiaries as of June 30, 2000, June 29, 2001 and December 28, 2001, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three fiscal years in the period ended June 29, 2001 and six month period ended December 28, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of JohnsonDiversey, Inc. and subsidiaries as of June 30, 2000, June 29, 2001 and December 28, 2001, and the results of their operations and their cash flows for each of the three fiscal years in the period ended June 29, 2001 and six month period ended December 28, 2001 in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin

June 10, 2002

F-2

JOHNSONDIVERSEY, INC.

(FORMERLY S. C. JOHNSON COMMERCIAL MARKETS, INC.)

CONSOLIDATED BALANCE SHEETS

($000’s, Except Share Data)

ASSETS	June 30, 2000		June 29, 2001		December 28, 2001
Current Assets:
Cash and Cash Equivalents	$	23,607	$	11,801	$	8,093
Accounts Receivable, Less Allowance of $6,977, $6,802 and $7,055, Respectively		219,714		183,308		161,619
Inventories		85,055		89,473		99,082
Deferred Income Taxes		18,237		15,827		12,285
Other Current Assets		23,566		24,097		21,167
Total Current Assets		370,179		324,506		302,246
Property, Plant and Equipment, Net		204,465		208,288		207,060
Capitalized Software, Net		15,370		48,299		61,854
Goodwill, Net		198,956		272,795		271,958
Other Intangibles, Net		4,899		4,711		3,349
Deferred Income Taxes		24,489		26,893		37,542
Other Assets		45,135		28,056		42,275
Total Assets	$	863,493	$	913,548	$	926,284
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Borrowings	$	39,643	$	41,017	$	34,121
Current Portion of Long-Term Debt		—		6,244		58,144
Accounts Payable		115,479		151,568		132,617
Accrued Expenses		112,844		106,883		106,626
Accrued Profit Sharing		18,341		17,231		10,336
Accrued Income Taxes		23,828		—		2,655
Total Current Liabilities		310,135		322,943		344,499
Pension and Other Postretirement Benefits		59,032		50,457		83,280
Note Payable to Holdco		12,000		12,000		12,000
Long-Term Borrowings		246,820		283,381		257,518
Other Liabilities		20,903		18,230		19,327
Total Liabilities		648,890		687,011		716,624
Stockholders’ Equity:
Common Stock—$1.00 Par Value; 200,000 Shares Authorized; 24,422 Shares Issued and Outstanding		24		24		24
Class A 8% Cumulative Preferred Stock—$100.00 Par Value; 1,000 Shares Authorized; 96 Shares Issued and Outstanding		10		10		10
Class B 9% Cumulative Preferred Stock—$100.00 Par Value; 1,000 Shares Authorized; 407 Shares Issued and Outstanding		40		40		40
Capital in Excess of Par Value		140,036		140,036		140,036
Retained Earnings		66,253		84,284		88,142
Accumulated Other Comprehensive Income (Loss)		8,240		2,143		(18,592	)
Total Stockholders’ Equity		214,603		226,537		209,660
Total Liabilities and Stockholders’ Equity	$	863,493	$	913,548	$	926,284

The accompanying notes are an integral part of the Consolidated Financial Statements.

F-3

JOHNSONDIVERSEY, INC.

(FORMERLY S. C. JOHNSON COMMERCIAL MARKETS, INC.)

CONSOLIDATED STATEMENTS OF INCOME

($000’s)

	Fiscal Year Ended									Six Months Ended
	1999			2000			2001			(Unaudited) December 29, 2000			December 28, 2001
Net Sales	$	980,012		$	1,028,199		$	1,132,833		$	547,036		$	548,979
Cost of Sales		476,869			490,382			557,434			271,977			276,782
Gross Profit		503,143			537,817			575,399			275,059			272,197
Marketing, Distribution, Administrative and General Expenses		398,817			427,757			471,788			232,462			228,445
Research and Development Expenses		38,829			37,230			38,642			19,432			18,586
Restructuring Expense		16,871			—			—			—			—
Operating Profit		48,626			72,830			64,969			23,165			25,166
Other Expense (Income):
Interest Expense		17,653			12,699			19,251			9,067			7,252
Interest Income		(1,312	)		(1,405	)		(993	)		(686	)		(307	)
Other Expense (Income), Net		52			(17,195	)		(2,645	)		(3,403	)		2,141
Income Before Taxes		32,233			78,731			49,356			18,187			16,080
Provision for Income Taxes		17,312			28,868			16,512			6,486			4,908
Net Income Before Minority Interests		14,921			49,863			32,844			11,701			11,172
Minority Interests		84			205			237			141			25
Net Income	$	14,837		$	49,658		$	32,607		$	11,560		$	11,147

The accompanying notes are an integral part of the Consolidated Financial Statements.

F-4

JOHNSONDIVERSEY, INC.

(FORMERLY S. C. JOHNSON COMMERCIAL MARKETS, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

($000’s)

	Comprehensive Income			Common Stock		Preferred Stock		Capital In Excess of Par Value		Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, July 3, 1998				$	24	$	50	$	140,036	$	24,055		$	28,165		$	192,330
Comprehensive Income—
Net Income	$	14,837			—		—		—		14,837			—			14,837
Foreign Currency Translation Adjustments		(4,701	)		—		—		—		—			(4,701	)		(4,701	)
Adjustment to Minimum Pension Liability, Net of Tax		(11,125	)		—		—		—		—			(11,125	)		(11,125	)
Total Comprehensive Loss	$	(989	)
Dividends Declared					—		—		—		(10,108	)		—			(10,108	)
Balance, July 2, 1999				$	24	$	50	$	140,036	$	28,784		$	12,339		$	181,233
Comprehensive Income—
Net Income	$	49,658			—		—		—		49,658			—			49,658
Foreign Currency Translation Adjustments		(2,259	)		—		—		—		—			(2,259	)		(2,259	)
Adjustment to Minimum Pension Liability, Net of Tax		(1,840	)		—		—		—		—			(1,840	)		(1,840	)
Total Comprehensive Income	$	45,559
Dividends Declared					—		—		—		(12,189	)		—			(12,189	)
Balance, June 30, 2000				$	24	$	50	$	140,036	$	66,253		$	8,240		$	214,603
Comprehensive Income—
Net Income	$	32,607			—		—		—		32,607			—			32,607
Foreign Currency Translation Adjustments		(5,762	)		—		—		—		—			(5,762	)		(5,762	)
Unrealized Losses on Derivatives, Net of Tax		(2,013	)		—		—		—		—			(2,013	)		(2,013	)
Adjustment to Minimum Pension Liability, Net of Tax		1,678			—		—		—		—			1,678			1,678
Total Comprehensive Income	$	26,510
Dividends Declared					—		—		—		(14,576	)		—			(14,576	)
Balance, June 29, 2001				$	24	$	50	$	140,036	$	84,284		$	2,143		$	226,537
Comprehensive Income—
Net Income	$	11,147			—		—		—		11,147			—			11,147
Foreign Currency Translation Adjustments		(2,512	)						—		—			(2,512	)		(2,512	)
Unrealized Gains on Derivatives, Net of Tax		638			—		—		—		—			638			638
Adjustment to Minimum Pension Liability, Net of Tax		(18,861	)		—		—		—		—			(18,861	)		(18,861	)
Total Comprehensive Loss	$	(9,588	)
Dividends Declared					—		—		—		(7,289	)		—			(7,289	)
Balance, December 28, 2001				$	24	$	50	$	140,036	$	88,142		$	(18,592	)	$	209,660

The accompanying notes are an integral part of the Consolidated Financial Statements.

F-5

JOHNSONDIVERSEY, INC.

(FORMERLY S. C. JOHNSON COMMERCIAL MARKETS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

($000’s)

	Fiscal Year Ended									Six Months Ended
	1999			2000			2001			(Unaudited) December 29, 2000			December 28, 2001
Cash Flows from Operating Activities:
Net Income	$	14,837		$	49,658		$	32,607		$	11,560		$	11,147
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities—
Depreciation		21,909			24,468			28,920			13,253			15,176
Amortization		7,976			9,448			20,829			9,479			2,983
Deferred Income Taxes		(4,691	)		(3,153	)		(6	)		2,884			(7,107	)
Gain from Divestitures		—			(15,177	)		(2,979	)		(2,979	)		—
Gain on Property Disposals		—			(5,988	)		—			—			—
Other		2,964			(2,590	)		(82	)		483			1,508
Changes in Assets and Liabilities, Net of Effects from Acquisitions of Businesses—
Accounts Receivable		13,132			(7,974	)		28,459			24,344			27,333
Inventories		1,465			(2,312	)		(1,398	)		(3,124	)		(10,244	)
Other Current Assets		1,205			6,071			14,077			(3,558	)		2,974
Other Assets		(3,632	)		(8,495	)		5,062			4,976			(8,223	)
Accounts Payable and Accrued Expenses		1,869			37,220			5,968			(40,876	)		(13,291	)
Other Liabilities		9,217			(8,791	)		10,131			9,381			(11,883	)
Net Cash Provided by Operating Activities		66,251			72,385			141,588			25,823			10,373
Cash Flows from Investing Activities:
Capital Expenditures		(24,923	)		(17,564	)		(27,505	)		(11,379	)		(15,924	)
Expenditures for Capitalized Computer Software		—			(15,370	)		(34,286	)		(28,992	)		(17,005	)
Cash from Property Disposals		—			14,049			1,457			1,151			1,866
Acquisitions of Businesses		(2,000	)		(125,387	)		(138,678	)		(136,864	)		—
Proceeds from Divestitures		—			25,813			4,834			4,834			—
Net Cash Used in Investing Activities		(26,923	)		(118,459	)		(194,178	)		(171,250	)		(31,063	)
Cash Flows from Financing Activities:
(Decrease) Increase in Line of Credit		(47,621	)		(70,616	)		54,317			136,903			24,592
Proceeds from Issuance of Debt		10,320			126,028			—			—			—
Repayments of Debt		—			—			(337	)		—			—
Dividends Paid		(10,108	)		(12,189	)		(14,576	)		(5,812	)		(7,289	)
Net Cash (Used in) Provided by Financing Activities		(47,409	)		43,223			39,404			131,091			17,303
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(842	)		8,263			1,380			(802	)		(321	)
Change in Cash and Cash Equivalents		(8,923	)		5,412			(11,806	)		(15,138	)		(3,708	)
Beginning Balance		27,118			18,195			23,607			23,607			11,801
Ending Balance	$	18,195		$	23,607		$	11,801		$	8,469		$	8,093
Supplemental Cash Flow Information:
Cash Paid During the Year—
Interest	$	17,653		$	11,865		$	18,140		$	8,647		$	7,227
Income Taxes		19,794			27,941			16,530			5,399			457

The accompanying notes are an integral part of the Consolidated Financial Statements.

F-6

JOHNSONDIVERSEY, INC.

(FORMERLY S. C. JOHNSON COMMERCIAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

($000’s, Except Share Data)

(1)    Description of the Company—

The accompanying consolidated financial statements include all of the operations, assets and liabilities of JohnsonDiversey, Inc. (formerly S. C. Johnson Commercial Markets, Inc.) (the “Company”). The Company is comprised of a Professional Division and a Polymer Division. The Professional Division is a global manufacturer of commercial, industrial and institutional building maintenance and sanitation products. The Polymer Division is a global manufacturer of polymer intermediates marketed to the printing and packaging, coatings, adhesives and related industries.

For the period presented prior to November 5, 1999, the Company was a wholly owned subsidiary of S.C. Johnson & Son, Inc. On November 5, 1999, ownership of S. C. Johnson Commercial Markets, Inc. including all of the assets and liabilities was spun-off in a tax-free reorganization. In connection with the spin-off, Commercial Markets Holdco, Inc. (“Holdco”) obtained substantially all shares of S.C. Johnson Commercial Markets, Inc. stock from S. C. Johnson & Son, Inc. The Company’s equity structure under S. C. Johnson & Son, Inc. and Commercial Markets Holdco, Inc. remained consistent after the tax-free reorganization. The consolidated financial statements reflect the historical financial position, results of operations and cash flows of JohnsonDiversey, Inc. during each respective period presented.

(2)    Summary of Significant Accounting Policies—

Principles of Consolidation—

The consolidated financial statements include the accounts of the Company, which is comprised of the Professional Division and the Polymer Division and their majority owned and controlled subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Reclassifications—

Certain prior period financial statement amounts have been reclassified to be consistent with the current period presentation.

Year End—

The Company’s fiscal year ends on the Friday nearest June 30. All three fiscal years presented were comprised of 52 weeks. Subsequent to June 29, 2001, the Company elected to change its fiscal year end to the Friday nearest December 31.

Use of Estimates—

The preparation of these financial statements required the use of certain estimates made by management in determining the Company’s assets, liabilities, revenues and expenses. Actual results could differ from those estimates.

Revenue Recognition—

Revenue is recognized as risk of loss and title to the product transfer to the customer, which occurs at the time shipment is made. Revenues are recorded net of estimated allowances for returns and discounts.

F-7

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Advertising Costs—

The Company expenses advertising costs as incurred. Total advertising expense was approximately $2,100, $1,500 and $1,900 for the fiscal years ended July 2, 1999, June 30, 2000 and June 29, 2001, respectively, and $852 and $674 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

Cash and Cash Equivalents—

Cash and cash equivalents include highly-liquid investments with original maturity dates of three months or less.

Inventories—

Inventories are stated at the lower of cost or market. As of June 30, 2000, June 29, 2001 and December 28, 2001, the cost of domestic inventories determined by the last-in, first-out (LIFO) method (LIFO) amounted to $31,055, $31,673 and $32,533, respectively. This represented approximately 34.3%, 33.4% and 31.1% of total inventories, respectively. For the balance of the Company’s inventory, cost is determined using the first-in, first-out (FIFO) method. If the FIFO method of accounting had been used for all inventories, inventories would have been approximately $5,582, $5,308 and $5,533 higher than reported at June 30, 2000, June 29, 2001 and December 28, 2001, respectively. The components of inventory, as stated on a LIFO basis are as follows:

	June 30, 2000		June 29, 2001		December 28, 2001
Raw Materials and Containers	$	25,059	$	27,886	$	30,966
Finished Goods		59,996		61,587		68,116
Total Inventories	$	85,055	$	89,473	$	99,082

Property, Plant and Equipment—

Property, plant and equipment are stated at cost. Major replacements and improvements are capitalized while maintenance and repairs which do not improve or extend the life of the respective assets are expensed as incurred. Depreciation is generally provided by using the straight-line method over the estimated useful lives of the assets which range from 20-40 years for buildings, 3-10 years for machinery and equipment and 5-20 years for improvements.

When properties are disposed of, the related costs and accumulated depreciation are removed from the respective accounts, and any gain or loss on disposition is reflected as other income or expense.

Property, buildings and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. When possible impairment exists, the Company utilizes estimates of undiscounted cash flows over the remaining life of the asset to measure recoverability. No such impairment exists for the periods presented.

Goodwill and Other Intangible Assets—

Goodwill and other intangible assets are stated at cost less accumulated amortization computed by the straight-line method. Goodwill was amortized over periods ranging from fifteen to forty years prior to the adoption of SFAS No. 142 “Goodwill and Other Intangibles”. The Company adopted SFAS No. 142 on July 1, 2001. Upon adoption of SFAS No. 142, goodwill and indefinite-lived intangible

F-8

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

assets are no longer subject to amortization over its estimated useful life. Rather, they are subject to at least an annual assessment for impairment by applying a fair-value-based test. Upon the Company’s initial impairment assessment, no impairment exists for the periods presented.

Other intangible assets are required to be separately recognized if the benefit of the intangible asset can be sold, transferred licensed, rented or exchanged. Amortization of definite-lived intangible assets over their useful lives is required. Trademarks, patents and other definite-lived identifiable intangible assets have been assigned an estimated finite life and are amortized on a straight-line basis over periods ranging from five to seventeen years.

Net income excluding goodwill amortization expense for the years ended July 2, 1999, June 30, 2000 and June 29, 2001 and the six months ended December 29, 2000 is as follows:

							(Unaudited)
	July 2, 1999		June 30, 2000		June 29, 2001		December 29, 2000
Net Income as Reported	$	14,837	$	49,658	$	32,607	$	11,560
Plus—Goodwill Amortization, Net of Tax		3,500		5,600		12,000		6,000
Net Income Excluding Goodwill Amortization	$	18,337	$	55,258	$	44,607	$	17,560

Foreign Currency Translation—

Foreign currency balance sheets of international subsidiaries have been translated at current exchange rates. Revenue and expenses have been translated at monthly weighted average rates. The aggregate effects of translation adjustments have been included in Accumulated Other Comprehensive Income (Loss). Gains and losses resulting from foreign currency transactions are recorded as a component of Other (Income) Expense, Net and are not material for the periods presented with the exception of the Argentina foreign currency devaluation discussed in Note 13.

Other Comprehensive Income (Loss)—

Components of accumulated other comprehensive income (loss) are net income and all other nonowner changes in equity. A summary of the components of Accumulated Other Comprehensive Income (Loss) is as follows:

	June 30, 2000			June 29, 2001			December 28, 2001
Foreign Currency Translation Adjustments	$	21,205		$	15,443		$	12,931
Additional Minimum Pension Liability, Net of Tax		(12,965	)		(11,287	)		(30,148	)
Unrealized Losses on Derivatives, Net of Tax		—			(2,013	)		(1,375	)
	$	8,240		$	2,143		$	(18,592	)

New Accounting Pronouncements—

In June 1998, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133 requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. Gains or losses associated with movements in the value of a derivative are to be accounted for in accordance with its intended use and whether it qualifies for hedge accounting. The Company adopted SFAS No. 133 on July 1, 2000. The impact on the consolidated financial statements upon adoption was immaterial.

F-9

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

In May 2000, the Emerging Issues Task Force issued EITF 00-10, “Accounting for Shipping and Handling Fees and Costs.” EITF 00-10 addresses the income statement classification related to both shipping and handling fees and costs. The Company has historically recorded amounts charged for shipping as a component of net sales and recorded the related costs as a component of distribution expenses. As a result, the adoption of EITF 00-10 did not have any impact on the consolidated financial statements. Shipping and handling costs, recorded as a component of distribution expenses, were $71,954, $77,881 and $88,811 for the years ending July 2, 1999, June 30, 2000 and June 29, 2001, respectively and $43,511 and $45,509 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

In September 2000, the FASB issued SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” This statement, which replaces SFAS No. 125, revises the standards for accounting for securitizations and other transfers of financial assets and collateral, and requires certain disclosures, but it carries over most of the provisions of SFAS No. 125 without reconsideration. SFAS No. 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. It is effective for recognition and reclassifications of collateral and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000. See Note 6 regarding sales of certain qualifying trade accounts receivable.

(3)    Acquisitions—

In February 2000, the Company acquired Reinigings Techniek Benelux B.V. for approximately $7,080 in cash. The acquisition was accounted for under the purchase method of accounting. Goodwill booked with respect to the acquisition was approximately $5,648 and has been amortized over 15 years.

In April 2000, the Company acquired Teepol, Ltd. for approximately $116,605 in cash. The acquisition was accounted for under the purchase method of accounting. Goodwill booked with respect to the acquisition was approximately $102,000. Goodwill has been amortized over 15 years.

In September 2000, the Company acquired the stock of The Butcher Company for $131,452. Goodwill booked with respect to the acquisition was approximately $111,000 and has been amortized over 15 years. The acquisition was accounted for under the purchase method of accounting. In addition, the Company also purchased land and buildings from the previous owners of The Butcher Company for approximately $3,200.

The results of operations for the acquired companies accounted for as purchases are included in the consolidated financial statements from the date of acquisition.

(4)    Other Investments—

On March 19, 2000, the Company and Tennant Company (“Tennant”) formed a new company—NexGen Floorcare Systems Company (“NexGen”). The Company contributed $335 to obtain a 67% ownership in NexGen. This joint venture is consolidated into the Company’s financial statements.

On October 10, 2000, the Company invested $4,026 of cash in Cleanwise Inc. (“Cleanwise”) in return for a 7% ownership. This investment is accounted for under the cost method and included with Other Assets on the Consolidated Balance Sheet.

F-10

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

(5)    Divestitures—

On October 31, 1999 the Company sold its PCO Canada operations for $25,813. The pretax gain realized from the sale was $15,177 and is included as a component of Other (Income) Expense, Net in the Consolidated Statements of Income.

On July 1, 2000 the Company sold its interest in the Acurid joint venture for $4,834. The pretax gain realized on the sale of Acurid was approximately $2,979 and is included as a component of Other (Income) Expense, Net in the Consolidated Statements of Income.

(6)    Accounts Receivable Securitization—

The Company and certain of its U.S. subsidiaries entered into an agreement (the “Receivables Facility”) in March 2001 with a non-consolidated financial institution (“Conduit”) whereby it sells on a continuous basis an undivided interest in all eligible trade receivables. Pursuant to the Receivables Facility, the Company formed a wholly owned, consolidated special purpose, bankruptcy-remote subsidiary (“JWPRC”). JWPRC was formed for the sole purpose of buying and selling receivables generated by the Company. Under the Receivables Facility, the Company and certain subsidiaries, irrevocably and without recourse, transfer all of their eligible trade receivables to the JWPRC. JWPRC, in turn, sells these receivables to the third-party Conduit.

This two-step transaction is accounted for as a sale of receivables under the provisions of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities—a replacement of FASB Statement No. 125.” Proceeds from the sale of receivables are primarily used to pay down existing debt facilities. Costs associated with the sale of receivables were $593 and $905 and are included in Other (Income) Expense, Net in the Consolidated Statements of Income for the fiscal year ended June 29, 2001 and the period ended December 28, 2001, respectively.

(7)    Property, Plant and Equipment—

Property, plant and equipment at year end consisted of:

	June 30, 2000			June 29, 2001			December 28, 2001
Land and Improvements	$	28,376		$	24,668		$	23,870
Buildings and Leasehold Improvements		79,269			98,041			97,780
Equipment		209,349			231,560			246,465
Capital Leases		1,623			1,070			1,536
Construction in Progress		14,901			13,192			14,533
		333,518			368,531			384,184
Less—Accumulated Depreciation		(129,053	)		(160,243	)		(177,124	)
Property, Plant and Equipment, Net	$	204,465		$	208,288		$	207,060

(8) Capitalized Software—

The Company has capitalized both internal and external costs to develop computer software for internal use. These costs are accounted for under the provisions of Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” SOP

F-11

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

98-1 requires the capitalization of certain costs, including internal payroll costs, incurred in connection with the development or acquisition of software for internal use. Accordingly, the costs of this internal-use software are capitalized beginning at the software application development phase.

Capitalized software costs are amortized using the straight-line method over the expected useful life of the software, which is generally five years. Amortization expense related to capitalized software was $1,357 for the fiscal year ended June 29, 2001, and $1,807 for the six months ended

December 28, 2001. No amortization of capitalized software was incurred prior to the last six months of fiscal 2001 as no projects were put in service prior to January 2001. Periodically, the Company assesses potential impairment of capitalized software balances. No impairment of capitalized balances was identified during the periods presented.

(9)     Goodwill and Other Intangible Assets—

Intangible assets at year end consisted of:

	June 30, 2000			June 29, 2001			December 28, 2001
Goodwill	$	277,855		$	369,103		$	368,285
Trademarks and Patents		6,720			7,571			5,391
		284,575			376,674			373,676
Accumulated Amortization		(80,720	)		(99,168	)		(98,369	)
Intangible Assets, Net	$	203,855		$	277,506		$	275,307

The changes in goodwill between the periods above are due to the acquisitions discussed in Note 3 and fluctuations in foreign currency exchange rates. Amortization expense for intangibles was $7,976, $9,448 and $19,472 for the years ending July 2, 1999, June 30, 2000 and June 29, 2001, respectively, and $9,479 and $602 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

(10)     Indebtedness and Credit Arrangements—

Short-term borrowings consist of various informal lines of credit for working capital loans throughout the world. These lines of credit are generally available to the Company at the option of the banks. At June 30, 2000, June 29, 2001 and December 28, 2001, such working capital facilities totaled $141,000, $144,000 and $103,000, respectively. As of June 30, 2000, June 29, 2001 and December 28, 2001, outstanding borrowings under these credit facilities totaled $39,643, $41,017 and $34,121, respectively.

The Company also has a $250,000 five-year Revolving Credit Agreement with 11 banks. The date of this agreement is November 5, 1999 with a maturity date of November 5, 2004. Under the terms of the agreement, the Company has the ability to borrow up to the aggregate amount of the facility in United States Dollars (“USD”) or any other currency that is freely transferable and convertible into USD and the deposits of which are traded in the London interbank market, subject to certain financial covenants. The Company pays an annual facility fee to the banks based on the total amount of the commitment. Borrowings under the facility are priced at a spread over LIBOR and are based on a pricing grid that changes with the Company’s ratio of funded debt to Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”). The agreement includes covenants which, among others, restrict the amount of liens and indebtedness the Company may incur, limit the amount of the

F-12

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Company’s asset dispositions, and provide for a minimum level of interest coverage as well as restrict the transfer of ownership of the Company. As of June 29, 2001 and December 28, 2001, the Company was in compliance with all covenants. As a result of the transaction discussed in Note 24, all of the company’s borrowings under the revolving credit facility were refinanced in May 2002. Accordingly, borrowings under this agreement as of June 30, 2000, June 29, 2001 and December 28, 2001 are included in long-term debt. The floating rate Japanese Yen debt was also refinanced in May 2002. The balance sheet presentation of the floating rate debt has been reflected consistent with the terms of these facilities at December 28, 2001.

Long-term debt at year end consisted of:

	June 30, 2000		June 29, 2001		December 28, 2001
Borrowings Outstanding Under the Revolving Credit Facility (Weighted Average Interest Rates of 7.0%, 5.0% and 3.9% at June 30, 2000, June 29, 2001 and December 28, 2001, Respectively)	$	74,000	$	143,000	$	174,429
Floating Rate Senior Notes at Yen LIBOR (0.11% at December 28, 2001), Principal Due in July 2002 (Denominated in Japanese Yen)		56,592		48,108		46,338
Floating Rate Bank Debt at Yen LIBOR (0.69% at December 28, 2001), Due in Semiannual Installment Payments with Balance Due in May 2005 (Denominated in Japanese Yen)		73,447		62,436		60,141
Floating Rate Bank Debt at Yen LIBOR (0.84% at December 28, 2001), Principal Due in May 2007 (Denominated in Japanese Yen)		42,444		36,081		34,754
Note Payable to Holdco		12,000		12,000		12,000
Other Borrowings		337		—		—
		258,820		301,625		327,662
Less—Current Portion		—		6,244		58,144
	$	258,820	$	295,381	$	269,518

On November 5, 1999, the Company entered into a promissory note with Holdco for $12,000, with the entire principal due in full on November 30, 2009. Interest on the note is due semiannually based on Holdco’s actual weighted average interest rate on short-term borrowings. This rate was 7.0%, 5.0% and 3.7% at June 30, 2000, June 29, 2001 and December 28, 2001, respectively. Interest expense related to this note was $486 and $791 for the years ending June 30, 2000 and June 29, 2001, respectively, and $791 and $232 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

Long-term debt outstanding at December 28, 2001 is payable in annual amounts totaling $58,144, $12,115, $185,485, $25,164, $0 and $46,754 in calendar 2002, 2003, 2004, 2005, 2006 and thereafter, respectively.

(11)    Financial Instruments—

The Company utilizes financial instruments, primarily forward exchange contracts, to manage exposure to foreign currency fluctuations. The Company does not hold or issue financial instruments for trading purposes.

F-13

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

The Company is exposed to credit-related losses in the event of nonperformance by counterparties with regard to these off-balance sheet financial instruments. To minimize the risk of credit losses, the Company monitors the credit standing of the counterparties and deals only with counterparties that have “A” or better credit ratings on their senior debt. Credit exposure is also limited through diversification of counterparties, thus reducing the exposure to any one financial institution. The Company does not anticipate any nonperformance by its counterparties.

As of December 28, 2001, the Company was party to one forward exchange contract to sell Dutch guilders for a notional amount of $3,782, seven forward exchange contracts to sell euros for a notional amount of $21,000, and twelve forward exchange contracts to sell Japanese yen for a notional amount of $1,800. These forward contracts effectively hedge the Company’s exposure related to foreign currency fluctuations. Accordingly, unrealized gains and losses on these forward contracts are recognized through Other Comprehensive Income (Loss) and will be reclassified to earnings upon payment of intercompany loans. The Company’s policy is to hedge such exposures within the next 12 months.

As of December 28, 2001, the Company was a party to one interest rate swap originally entered into in July 1995. The swap expires in July 2002. The swap was purchased to hedge the floating interest rate exposure on 6 billion of yen loans, which mature in July 2002. Also as of December 28, 2001, the Company was a party to two interest rate swaps entered into in June 2000. The latest expiration date is May 2004. These swaps were purchased to hedge the floating interest rate exposure on 2.5 billion of yen debt with a final maturity of May 2007. Under the terms of these swaps the Company pays a fixed rate and receives yen LIBOR on the notional amount for the life of the swaps. Unrealized gains and losses on these interest rate swaps are recognized through Other Comprehensive Income and will be reclassified to earnings upon repayment of the debt. As of December 28, 2001, the net unrealized loss (net of tax) was $1,375. The Company estimates that $1,375 will be reclassified out of Other Comprehensive Income in the next 12 months.

(12)    Restructuring—

During fiscal 1999, the Company’s Board of Directors approved and management implemented a restructuring plan designed to reduce administrative costs stemming from duplicate responsibilities. The restructuring resulted in the Company recording a charge of $16,871. Such costs included $15,333 of severance and termination benefit costs. Other restructuring costs including assets write-downs totaled $1,538. The charge was recorded during fiscal 1999 and thus $621 of severance and other costs were paid during fiscal 1999. Following is a rollforward of the restructuring reserve through June 29, 2001:

	Severance			Other			Total Liability
Balance, July 2, 1999	$	14,733		$	1,517		$	16,250
Payments		(12,698	)		(1,131	)		(13,829	)
Balance, June 30, 2000		2,035			386			2,421
Payments		(2,035	)		(386	)		(2,421	)
Balance, June 29, 2001	$	—		$	—		$	—

F-14

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

(13)    Other (Income) Expense, Net—

The components of Other (Income) Expense, Net in the Consolidated Statements of Income, include the following:

	For the Fiscal Year Ended								For the Six Months Ended
	July 2, 1999		June 30, 2000			June 29, 2001			December 29, 2000			December 28, 2001
									(Unaudited)
Gain on PCO Divestiture	$	—	$	(15,177	)	$	—		$	—		$	—
Gain on Japan Professional Land Sale		—		(5,988	)		—			—			—
Gain on Acurid Divestiture		—		—			(2,979	)		(2,979	)		—
Other, Net		52		3,970			334			(424	)		2,141
	$	52	$	(17,195	)	$	(2,645	)	$	(3,403	)	$	2,141

Other, Net for the six months ended December 28, 2001 includes $2,000 related to foreign currency devaluation in Argentina.

(14)    Income Taxes—

The provision for income taxes was comprised of:

	For the Fiscal Year Ended									For the Six Months Ended
	July 2, 1999			June 30, 2000			June 29, 2001			December 29, 2000		December 28, 2001
										(Unaudited)
Current:
Federal	$	4,937		$	11,345		$	5,571		$	2,076	$	186
State		885			2,695			1,334			498		979
Foreign		16,181			17,981			9,613			1,028		10,850
Deferred Taxes		(4,691	)		(3,153	)		(6	)		2,884		(7,107	)
	$	17,312		$	28,868		$	16,512		$	6,486	$	4,908

A reconciliation of the difference between the statutory U.S. Federal income tax rate to the Company’s effective income tax rate was:

	For the Fiscal Year Ended						For the Six Months Ended
	July 2, 1999		June 30, 2000		June 29, 2001		December 29, 2000		December 28, 2001
							(Unaudited)
Statutory U.S. Rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
State Income Taxes, Net of Federal Benefit	2.4		2.2		3.4		2.8		5.5
Foreign Operations	10.5		(1.2	)	(7.3	)	(3.3	)	(10.0	)
Other	5.8		0.7		2.4		1.2		0.0
	53.7	%	36.7	%	33.5	%	35.7	%	30.5	%

The reduction of the effective tax rate from fiscal 1999 to fiscal 2000 and fiscal 2000 to fiscal 2001 is primarily due to lower foreign tax rates.

Under the liability method prescribed by SFAS No. 109, “Accounting for Income Taxes,” deferred income taxes are recorded to reflect the tax consequences on future years of differences between the

F-15

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

tax bases of assets and liabilities and their financial reporting amounts at each year end. Deferred tax (income) expense is the result of changes in the liability for deferred taxes.

The differences between the tax bases of assets and liabilities and their financial reporting amounts that give rise to significant portions of deferred income tax liabilities or assets include the following:

	June 30, 2000			June 29, 2001			December 28, 2001
Current Deferred Tax Assets—
Employee Benefits	$	2,434		$	3,492		$	5,367
Inventory		586			735			1,327
Other Accrued Liabilities		8,045			5,495			3,178
Other, Net		7,172			6,105			2,413
	$	18,237		$	15,827		$	12,285
	June 30, 2000			June 29, 2001			December 28, 2001
Long-Term Deferred Tax Assets (Liabilities)—
Depreciation	$	(6,147	)	$	(7,056	)	$	(7,411	)
Intangibles		4,531			5,684			3,429
Employee Benefits		21,339			21,710			25,028
Inventory		942			882			1,848
Other Accrued Liabilities		2,449			2,707			5,849
Other, Net		1,375			2,966			8,799
	$	24,489		$	26,893		$	37,542

The Company has unbenefitted foreign net operating loss carryforwards totaling $79.6 million that expire as follows: fiscal 2002—$200, fiscal 2003—$200, fiscal 2004—$3,000, fiscal 2005—$9,200, fiscal 2006—$62,200, fiscal 2009—$500 and $4,300 with no expiration. The Company also has unbenefitted U.S. state net operating loss carryforwards totaling $37.1 million. These carryforwards expire in various amounts over five to twenty years.

Pretax income of foreign operations was $31,399, $70,311 and $36,357 for the years ending July 2, 1999, June 30, 2000 and June 29, 2001, respectively, and $18,893 and $18,804 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively. Federal and state income taxes are provided on international subsidiary income distributed to or taxable in the U.S. during the year. As of December 28, 2001, Federal and state taxes have not been provided for the repatriation of unremitted earnings of the foreign subsidiaries, which are considered to be permanently invested. If such earnings were remitted, foreign tax credits would substantially offset a resulting United States income tax.

The Company’s operations were included in the consolidated Federal and state (where allowed) income tax returns of S. C. Johnson & Son, Inc. through November 5, 1999, the date of the spin-off from S. C. Johnson & Son, Inc. Through that period, the income tax provisions and tax liabilities have been allocated to the Company as if it had been a stand-alone company filing separate tax returns.

(15)    Profit Sharing Plan—

The Company has a discretionary profit sharing plan that covers substantially all employees. The Company expensed $15,139, $27,595 and $23,224 under the plan for the years ending July 2, 1999,

F-16

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

June 30, 2000 and June 29, 2001, respectively and $10,923 and $9,287 for the six months ended December 29, 2000 (unaudited) and December 28, 2001.

(16)    Defined Benefit Plans—

The Company has defined benefit plans covering most of its U.S. and Japan employees. In connection with the spin-off of the Company, new defined benefit plans were created for the Company’s employees. Pension plan benefits are generally based on years of service and compensation. The plans are funded in conformity with funding requirements of applicable government regulations. In response to the change in fiscal year end to the Friday nearest December 31, the Company changed the measurement date of the U.S. and Japan plans. The plans’ adjustment to pension expense based on this remeasurement will be recorded prospectively over the balance of the fiscal year. The status of these plans, including a reconciliation of benefit obligations, a reconciliation of plan assets and the funded status of the plans follows.

	June 30, 2000						June 29, 2001						December 28, 2001
	U.S. Plans			Japan Plans			U.S. Plans			Japan Plans			U.S. Plans			Japan Plans
Change in Benefit Obligations:
Benefit Obligation at Beginning of Year	$	72,995		$	53,993		$	81,137		$	69,877		$	81,648		$	58,627
Service Cost		3,726			1,280			3,901			2,122			2,207			1,031
Interest Cost		5,001			2,208			5,973			2,225			3,016			1,129
Actuarial Loss or (Gain)		4,424			7,764			(1,626	)		(1,178	)		3,422			10,423
Benefits Paid		(5,009	)		(2,922	)		(7,737	)		(5,280	)		(2,720	)		(2,569	)
Foreign Currency Exchange Rate Changes		—			7,554			—			(9,139	)		—			(3,789	)
Benefit Obligation at End of Year	$	81,137		$	69,877		$	81,648		$	58,627		$	87,573		$	64,852
Change in Plan Assets:
Fair Value of Plan Assets at Beginning of Year	$	51,070		$	34,269		$	83,392		$	41,845		$	71,228		$	34,467
Actual Return on Plan Assets		11,600			1,457			(4,583	)		(2,365	)		(4,687	)		(2,324	)
Employer Contribution		25,731			4,044			156			5,690			—			1,874
Benefits Paid		(5,009	)		(2,681	)		(7,737	)		(5,280	)		(2,720	)		(1,538	)
Foreign Currency Exchange Rate Changes		—			4,756			—			(5,423	)		—			(1,787	)
Fair Value of Plan Assets at End of Year	$	83,392		$	41,845		$	71,228		$	34,467		$	63,821		$	30,692
Net Amount Recognized:
Funded Status	$	2,255		$	(28,032	)	$	(10,420	)	$	(24,160	)	$	(23,752	)	$	(34,160	)
Unrecognized Net Actuarial Loss		9,497			26,760			19,757			22,738			30,648			33,071
Unrecognized Prior Service Cost		397			—			366			—			347			—
Unrecognized Transition Obligation		(420	)		1,583			—			2,076			—			1,019
Net Amount Recognized	$	11,729		$	311		$	9,703		$	654		$	7,243		$	(70	)

F-17

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

	June 30, 2000						June 29, 2001						December 28, 2001
	U.S. Plans			Japan Plans			U.S. Plans			Japan Plans			U.S. Plans			Japan Plans
Net Amount Recognized in Consolidated Balance Sheets Consists of:
Prepaid Benefit Cost	$	12,870		$	9,931		$	11,228		$	654		$	9,167		$	—
Accrued Benefit Liability		(1,141	)		(33,778	)		(1,525	)		(20,752	)		(22,103	)		(30,546	)
Intangible Assets		—			1,574			—			1,365			1,058			1,020
Accumulated Other Comprehensive Income (Pretax)		—			22,284			—			19,387			19,121			29,456
Net Amount Recognized	$	11,729		$	311		$	9,703		$	654		$	7,243		$	(70	)

Pension plans with accumulated benefit obligations in excess of plan assets at year end were as follows:

	June 30, 2000		June 29, 2001		December 28, 2001
	Japan Plans		Japan Plans		U.S. Plans		Japan Plans
Projected Benefit Obligation	$	55,131	$	47,413	$	87,573	$	53,514
Accumulated Benefit Obligation		51,220		44,013		76,757		51,437
Fair Value of Plan Assets		37,294		31,116		63,821		27,788

Actuarial calculations were computed using the following weighted average rates:

	1999		2000		2001		December 28, 2001
	U.S. Plans	Japan Plans	U.S. Plans	Japan Plans	U.S. Plans	Japan Plans	U.S. Plans	Japan Plans
Weighted Average Discount Rate	7.0%	4.5%	7.5%	3.5%	7.5%	3.5%	7.25%	3.0%
Weighted Average Rate of Increase in Future Compensation Levels	5.5%	3.3%	5.5%	3.5%	5.5%	3.6%	5.5%	0.0%
Weighted Average Expected Long-Term Rate of Return on Plan Assets	9.0%	1.6%	9.0%	1.0%	9.0%	0.0%	9.0%	0.0%

The components of net periodic benefit cost for the years ended July 2, 1999, June 30, 2000 and June 29, 2001 and six months ended December 28, 2001 were as follows:

	1999						2000						2001						December 28, 2001
	U.S. Plans			Japan Plans			U.S. Plans			Japan Plans			U.S. Plans			Japan Plans			U.S. Plans			Japan Plans
Service Cost	$	3,555		$	797		$	3,726		$	1,280		$	3,901		$	2,112		$	2,207		$	1,031
Interest Cost		4,590			1,490			5,001			2,208			5,973			2,225			3,016			1,129
Expected Return on Plan Assets		(5,599	)		(419	)		(6,194	)		(352	)		(7,375	)		(113	)		(3,152	)		(65	)
Amortization of Transition Obligation		(421	)		194			(421	)		223			(420	)		270			—			98
Amortization of Prior Service   Cost		33			—			33			—			31			—			19			—
Recognized Net Actuarial Loss		30			523			228			1,251			72			1,274			384			597
Net Periodic Pension Cost	$	2,188		$	2,585		$	2,373		$	4,610		$	2,182		$	5,768		$	2,474		$	2,790

F-18

S. C. JOHNSON COMMERCIAL MARKETS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

As permitted under SFAS No. 87, “Employers’ Accounting for Pensions,” the amortization of any prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plan.

In addition to the above pension plans, the Company also has an unfunded supplemental separation pay plan. This plan provides retirement benefits for employees formerly with S. C. Johnson & Son, Inc. who were hired before 1995. The projected benefit obligation as of June 30, 2000, June 29, 2001 and December 28, 2001 was $5,383, $5,604 and $5,702, respectively, and is included in Pension and Other Postretirement Benefits on the consolidated balance sheet. Accumulated benefit obligations were $3,008, $3,133 and $3,314 for June 30, 2000, June 29, 2001 and December 28, 2001, respectively.

(17)    Retiree Medical and Insurance Benefits—

In addition to providing pension benefits, the Company provides for a portion of health care, dental, vision and life insurance benefits for retired domestic employees. In connection with the spin-off of the Company, new benefit plans were created for the Company’s employees. Covered employees retiring from the Company on or after attaining age 50 who have rendered at least ten years of service to the Company are entitled to postretirement health care, dental and life insurance benefits. These benefits are subject to deductibles, co-payment provisions and other limitations. Contributions made by the Company are equivalent to benefits paid. The Company may change or terminate the benefits at any time. The Company has elected to amortize the transition obligation over a 20-year period. In response to the change in fiscal year end to the Friday nearest December 31, the Company changed the measurement date of the postretirement plan. The plan’s adjustment to postretirement expense will be recorded prospectively over the balance of the fiscal year. The status of these plans, including a reconciliation of benefit obligations, a reconciliation of plan assets and the funded status of the plans follows:

	June 30, 2000			June 29, 2001			December 28, 2001
Change in Benefit Obligations:
Benefit Obligation at Beginning of Year	$	21,884		$	24,604		$	31,849
Service Cost		1,163			1,179			755
Interest Cost		1,526			1,824			1,236
Actuarial Loss		193			4,405			9,229
Benefits Paid		(162	)		(163	)		(221	)
Benefit Obligation at End of Year	$	24,604		$	31,849		$	42,848
Change in Plan Assets:
Fair Value of Plan Assets at Beginning of Year	$	—		$	—		$	77
Actual Return on Plan Assets		—			—			—
Employer Contribution		162			240			221
Benefits Paid		(162	)		(163	)		(298	)
Fair Value of Plan Assets at End of Year	$	—		$	77		$	—
Net Amount Recognized:
Funded Status	$	(24,604	)	$	(31,772	)	$	(42,848	)
Unrecognized Transition Obligation		9,382			8,660			7,938
Unrecognized Net Actuarial Loss (Gain)		(3,808	)		536			9,981
Accrued Benefit Cost	$	(19,030	)	$	(22,576	)	$	(24,929	)

F-19

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

The accumulated postretirement benefit obligations were determined using a weighted average discount rate of 7.0% at July 2, 1999, 7.5% at June 30, 2000, 7.5% at June 29, 2001 and 7.25% at December 28, 2001. The components of net periodic benefit cost for the years ended July 2, 1999, June 30, 2000 and June 29, 2001 and six months ended December 28, 2001 were as follows:

	1999			2000			2001			December 28, 2001
Service Cost	$	1,121		$	1,163		$	1,179		$	755
Interest Cost		1,402			1,526			1,824			1,236
Amortization of Transition Obligation		722			722			722			361
Amortization of Unrecognized Gain		(138	)		(127	)		(84	)		—
Net Periodic Benefit Cost	$	3,107		$	3,284		$	3,641		$	2,352

The health care cost trend rates were assumed to be 7.0%, 6.0%, 5.0% and 10.0% downgrading to 5.0% for fiscal 1999, fiscal 2000, fiscal 2001 and the six months ended December 28, 2001, respectively. The assumed health care cost trend rate has a significant effect on the amounts reported for the health care plans. A one percentage point change on assumed health care cost trend rates would have the following effect for the six months ended December 28, 2001:

	One Percentage Point Increase		One Percentage Point Decrease
Effect on Total of Service and Interest Cost Components	$	408	$	(358	)
Effect on Postretirement Benefit Obligation		7,697		(6,209	)

(18)    Fair Value of Financial Instruments—

The book values and estimated fair values of financial instruments as of June 30, 2000, June 29, 2001 and December 28, 2001 are reflected below:

	June 30, 2000				June 29, 2001				December 28, 2001
Financial Instruments	Book Value		Fair Value		Book Value		Fair Value		Book Value		Fair Value
Financial Assets:
Cash and Cash Equivalents	$	23,607	$	23,607	$	11,801	$	11,801	$	8,093	$	8,093
Financial Liabilities:
Short-Term Borrowings		39,643		39,643		47,261		47,261		92,265		92,265
Long-Term Borrowings		258,820		236,065		295,381		280,212		269,518		256,851

The following methods and assumptions were used in estimating the fair value for financial instruments.

Cash and Cash Equivalents—

The carrying amounts reported for cash and cash equivalents approximate the fair values for those assets.

Borrowings—

Long-term borrowings were valued using a discounted cash flow analysis with a discount rate based on current incremental borrowing rates for similar types of arrangements. The carrying amounts reported for short-term borrowings approximate the fair values for those liabilities.

F-20

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

(19)    Stock-Based Compensation—

The Company has in place a Long-Term Incentive Plan (the “Plan”) that provides for the right to purchase stock of Holdco for certain senior management of the Company. Prior to July 1, 2001 the Plan provided for the award of one share of restricted stock and one stock option for every four shares purchased. Shares are acquired at a formula value, which is an estimation of fair value by the Company based on overall Holdco performance. All restricted shares vest over a three-to-four year period from the grant date and have an exercise period of ten years from the date of grant. Stock options have an exercise term of ten years from the date of grant. Also, employees that remain with the Company for four years after the purchase date are granted debt forgiveness of at least 50% of the purchase price of the stock. Restricted stock issued under the Plan was 14,539 and 18,222 for fiscal 2000 and 2001, respectively. Further, the Board of Directors approved discretionary stock options to certain employees under the Plan. Total discretionary stock options issued under the Plan were 29,196 and 29,295 for the fiscal years ended 2000 and 2001.

Subsequent to June 29, 2001, the Plan was modified so that all awards granted under the Plan were stock option grants. Newly issued stock options vest over four years and have an exercise period of seven years from the date of grant. Nine thousand eight hundred fifty discretionary stock options were issued under the Plan during the period ended December 28, 2001.

During the period ended December 28, 2001 the Board of Directors approved the grant of 15,750 restricted shares of Holdco stock to certain senior officers of the Company. These shares vest based on certain identified performance criteria.

The Company also conducted an equity offering (“Supplemental Sale”) to senior management and directors of the Company in November 2001. Restricted shares of stock were granted in conjunction

with the Supplemental Sales at the rate of one restricted share for every share purchased. Restricted shares issued under the Supplemental Sales were 7,088 for the six months ended December 28, 2001. Restricted shares issued were valued at the shareholder valuation date nearest the grant date and vest over three to four years.

Compensation expense recorded by the Company related to restricted stock and debt forgiveness was $0, $419 and $674 for the three fiscal years ended June 29, 2001, and $337 and $445 for the six month period ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

A summary of stock option activity and average exercise price is as follows:

	Number of Shares		Weighted Average Exercise Price
Shares Under Option at July 2, 1999	—		$	—
Options Granted	41,302			82.63
Options Lapsed or Surrendered	(900	)		82.63
Options Exercised	—			—
Shares Under Option at June 30, 2000	40,402		$	82.63
Options Granted	36,997			114.16
Options Lapsed or Surrendered	(143	)		99.39
Options Exercised	(126	)		97.39
Shares Under Option at June 29, 2001	77,130			97.74
Options Granted	49,686			136.05
Options Lapsed or Surrendered	(260	)		103.97
Shares Under Option at December 28, 2001	126,556		$	112.74

F-21

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Information related to stock options outstanding and stock options exercisable as of December 28, 2001 is as follows:

Weighted Average Price Range (1)		Number of Shares		Weighted Average Remaining Contractual Life (in Years)
		Outstanding	Exercisable
$	82.63	38,739	1,445	8
	114.16	36,686	—	9
	136.05	49,686	—	7
		126,556	1,445	8

(1) Outstanding and exercisable.

Options held by employees which were exercisable at June 28, 2001 were 1,361. The weighted- average exercise price for options exercisable at June 28, 2001 was $97.74.

The Company measures compensation cost for stock-based compensation plans using the intrinsic value method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“ABP 25”). Under the intrinsic-value-based method, compensation cost is the excess, if any, of the fair value of the stock at grant date or other measurement date over the amount paid to acquire the stock.

The pro forma impact of compensation expense had the Company used the fair-value-based method of accounting to measure compensation expense according to the provisions of SFAS No. 123 “Accounting for Stock Based Compensation” would have reduced net income by approximately $86, $215 and $211 for fiscal 2000, 2001 and the six months ended December 28, 2001, respectively.

(20)    Lease Commitments—

The Company leases land, various facilities and equipment under long-term, noncancelable operating leases. Minimum annual rental commitments at December 28, 2001 are as follows:

Fiscal Year
2002	$	20,561
2003		17,065
2004		10,031
2005		5,746
2006		4,533
Thereafter		8,891
	$	67,097

Total rent expense under all leases was approximately $16,602, $21,662 and $28,472 for fiscal 1999, 2000 and 2001 and $15,034 and $13,947 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

(21)    Related Parties—

The Company purchases certain raw materials from S.C. Johnson and Son, Inc. Total inventory purchased from S.C. Johnson and Son, Inc. was approximately $30,500, $32,800 and $26,700 for the years ending July 2, 1999, June 30, 2000 and June 29, 2001, and $14,300 and $14,600 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

F-22

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

In addition to inventory purchases, S.C. Johnson and Son, Inc. provides certain administrative, servicing and general expenses such as accounting, payroll and shared facility expenses to the Company. Charges for these services totaled approximately $58,900, $39,400 and $28,800 for the years ending July 2, 1999, June 30, 2000 and June 29, 2001, and $20,400 and $17,500 for the six months ended December 29, 2000 (unaudited) and December 28, 2001, respectively.

The Company also conducts certain related party activities with Holdco. Included in these activities is a revolving note between the Company and Holdco. On a daily basis, monies are taken from the Company’s cash account with a corresponding amount due to (from) Holdco being recorded. Amounts due from Holdco at June 30, 2000, June 29, 2001 and December 28, 2001 were $1,577, $2,527 and $7,006, respectively. Interest on the outstanding note balance is computed daily based on a one-month LIBOR rate.

(22)    Contingencies—

The Company is subject to various legal actions and proceedings in the normal course of business. Although litigation is subject to many uncertainties and the ultimate exposure with respect to these matters cannot be ascertained, the Company does not believe the final outcome will have a significant effect on the Consolidated Financial Statements.

(23)    Segment Information—

Information regarding the Company’s operating segments is shown below. Each segment is individually managed with separate operating results that are reviewed regularly by the executive management. Each segment’s accounting policies are consistent with those used by the Company. The operating segments include:

Professional—The Professional Business is a global manufacturer of commercial, industrial and institutional building maintenance and sanitation products. In addition, the Professional Business provides services to customers including pest control, hood and duct cleaning, facilities maintenance, and warewashing.

Polymer—The Polymer Business is a global manufacturer of polymer intermediates marketed to the printing and packaging, coatings, adhesives and related industries.

The following table represents operating segment information.

	Fiscal 1999
	Professional		Polymer		Eliminations/ Other			Total Company
Net Sales	$	767,750	$	224,459	$	(12,197	)	$	980,012
Operating Profit		37,283		16,375		(5,032	)		48,626
Total Assets		525,151		165,657		11,457			702,265
Depreciation and Amortization		17,857		7,954		4,074			29,885
Capital Expenditures		20,082		10,988		(6,147	)		24,923
Interest Expense		15,395		2,289		(31	)		17,653
Interest Income		1,216		127		(31	)		1,312

F-23

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

	Fiscal 2000
	Professional		Polymer		Eliminations/ Other			Total Company
Net Sales	$	802,673	$	243,403	$	(17,877	)	$	1,028,199
Operating Profit		50,168		27,173		(4,511	)		72,830
Total Assets		699,514		155,993		7,986			863,493
Depreciation and Amortization		22,166		7,755		3,995			33,916
Capital Expenditures		14,163		9,063		(5,662	)		17,564
Interest Expense		13,135		1,854		(2,290	)		12,699
Interest Income		2,536		1,159		(2,290	)		1,405
	Fiscal 2001
	Professional		Polymer		Eliminations/ Other			Total Company
Net Sales	$	912,616	$	240,450	$	(20,233	)	$	1,132,833
Operating Profit		51,865		16,710		(3,606	)		64,969
Total Assets		761,134		142,537		9,877			913,548
Depreciation and Amortization		38,497		8,153		3,099			49,749
Capital Expenditures		22,084		4,045		1,376			27,505
Interest Expense		24,512		2,818		(8,079	)		19,251
Interest Income		1,301		1,842		(2,150	)		993
	Six Months Ended December 29, 2000
	Professional		Polymer		Eliminations/ Other			Total Company
	(Unaudited)
Net Sales	$	436,444	$	119,988	$	(9,396	)	$	547,036
Operating Profit		17,627		7,666		(2,128	)		23,165
Total Assets		791,325		166,825		(14,008	)		944,142
Depreciation and Amortization		17,246		3,885		1,601			22,732
Capital Expenditures		8,282		1,766		1,331			11,379
Interest Expense		10,672		1,720		(3,325	)		9,067
Interest Income		817		971		(1,102	)		686
	Six Months Ended December 28, 2001
	Professional		Polymer		Eliminations/ Other			Total Company
Net Sales	$	437,407	$	120,941	$	(9,369	)	$	548,979
Operating Profit		15,696		12,005		(2,535	)		25,166
Total Assets		764,698		147,155		14,431			926,284
Depreciation and Amortization		12,808		3,849		1,502			18,159
Capital Expenditures		13,401		2,434		89			15,924
Interest Expense		12,694		857		(6,299	)		7,252
Interest Income		351		641		(685	)		307

F-24

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Pertinent financial data by geographical location for the three years ended June 29, 2001 and the six months ended December 29, 2000 (unaudited) and December 28, 2001 are as follows:

	United States		Europe		Japan		Americas		Asia Pacific		Eliminations/ Other			Total Company
Net Sales:
June 1999	$	545,672	$	197,962	$	127,246	$	83,492	$	43,450	$	(17,810	)	$	980,012
June 2000		541,317		196,127		178,354		71,012		59,769		(18,380	)		1,028,199
June 2001		590,220		198,713		236,343		64,323		63,846		(20,612	)		1,132,833
December 2000		271,182		93,960		126,391		32,970		32,118		(9,585	)		547,036
December 2001		282,780		101,055		114,577		28,583		33,925		(11,941	)		548,979
Long-Lived Assets:
June 1999	$	211,415	$	39,642	$	54,577	$	7,505	$	3,156	$	10,198		$	326,493
June 2000		202,475		44,560		166,757		7,432		2,961		1,300			425,485
June 2001		346,870		42,102		136,727		7,477		3,641		1,302			538,119
December 2001		354,625		45,985		132,528		6,861		7,004		1,282			548,285

(24)    Subsequent Event—

On May 3, 2002, the Company and its parent acquired from Unilever PLC (“Unilever”), Unilever’s institutional and industrial cleaning business (the “DiverseyLever business”). In exchange for the DiverseyLever business, Unilever will receive approximately $1.3 billion in cash and notes (subject to closing adjustments) and a one-third equity interest in the Company. The Company has financed the acquisition primarily through external bank financing and the issuance of Senior Subordinated Notes (the “Notes”) concurrent with the closing of the acquisition. Upon the closing of the acquisition, all existing debt facilities will be refinanced to a new revolving loan agreement.

(25)    Subsidiary Guarantors of Senior Subordinated Notes—

In connection with the acquisition discussed in Note 24, the Notes are guaranteed by certain of the Company’s wholly owned subsidiaries (the “Guarantor Subsidiaries”). Such guarantees are full, unconditional and joint and several. Separate financial statements of the Guarantor Subsidiaries are not presented because the Company’s management has determined that they would not be material to investors. The following supplemental financial information sets forth, on an unconsolidated basis, statement of operations, balance sheet, and statement of cash flow information for the Company (“Parent Company”), for the Guarantor Subsidiaries and for the Company’s non-guarantor subsidiaries (the “Non-guarantor Subsidiaries”). The supplemental financial information reflects the investments of the Company in the Guarantor and Non-guarantor Subsidiaries using the equity method of accounting.

Consolidating condensed statements of operations for the year ended July 2, 1999:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	225,583		$	291,195		$	503,509		$	(40,275	)	$	980,012
Cost of Sales		83,818			175,636			257,690			(40,275	)		476,869
Gross Profit		141,765			115,559			245,819			—			503,143
Marketing, Distribution, Administrative and General Expenses		124,049			76,156			198,612			—			398,817
Research and Development		13,904			17,363			7,562			—			38,829
Restructuring		5,980			6,180			4,711			—			16,871
Operating (Loss) Profit		(2,168	)		15,860			34,934			—			48,626
Other Expense (Income):
Interest Expense		12,123			6,788			4,872			(6,130	)		17,653
Interest Income		(5,307	)		(1,189	)		(946	)		6,130			(1,312	)
Other (Income) Expense, Net		(41,219	)		(7,941	)		3,691			45,521			52
Income Before Taxes		32,235			18,202			27,317			(45,521	)		32,233
Provision for Income Taxes		17,312			9,774			14,670			(24,444	)		17,312
Net Income Before Minority Interests		14,923			8,428			12,647			(21,077	)		14,921
Minority Interests		—			—			84			—			84
Net Income	$	14,923		$	8,428		$	12,563		$	(21,077	)	$	14,837

F-25

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidating condensed statements of operations for the year ended June 30, 2000:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	244,928		$	284,509		$	537,008		$	(38,246	)	$	1,028,199
Cost of Sales		92,991			164,600			271,037			(38,246	)		490,382
Gross Profit		151,937			119,909			265,971			—			537,817
Marketing, Distribution, Administrative and General Expenses		135,210			79,787			212,760			—			427,757
Research and Development		15,684			14,372			7,174			—			37,230
Operating Profit		1,043			25,750			46,037			—			72,830
Other Expense (Income):
Interest Expense		10,798			6,445			4,575			(9,119	)		12,699
Interest Income		(7,748	)		(2,048	)		(728	)		9,119			(1,405	)
Other (Income) Expense, Net		(80,738	)		(320	)		(290	)		64,153			(17,195	)
Income Before Taxes		78,731			21,673			42,480			(64,153	)		78,731
Provision for Income Taxes		28,868			7,954			15,590			(23,544	)		28,868
Net Income Before Minority Interests		49,863			13,719			26,890			(40,609	)		49,863
Minority Interests		—			—			205			—			205
Net Income	$	49,863		$	13,719		$	26,685		$	(40,609	)	$	49,658

Consolidating condensed statements of operations for the year ended June 29, 2001:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	253,275		$	335,225		$	565,083		$	(20,750	)	$	1,132,833
Cost of Sales		92,400			204,455			281,329			(20,750	)		557,434
Gross Profit		160,875			130,770			283,754			—			575,399
Marketing, Distribution, Administrative and General Expenses		139,309			97,944			234,535			—			471,788
Research and Development		14,616			15,541			8,485			—			38,642
Operating Profit		6,950			17,285			40,734			—			64,969
Other Expense (Income):
Interest Expense		17,265			12,778			7,779			(18,571	)		19,251
Interest Income		(9,099	)		(9,125	)		(1,340	)		18,571			(993	)
Other (Income) Expense, Net		(50,572	)		671			(4,534	)		51,790			(2,645	)
Income Before Taxes		49,356			12,961			38,829			(51,790	)		49,356
Provision for Income Taxes		16,512			4,342			13,007			(17,349	)		16,512
Net Income Before Minority Interests		32,844			8,619			25,822			(34,441	)		32,844
Minority Interests		—			—			237			—			237
Net Income	$	32,844		$	8,619		$	25,585		$	(34,441	)	$	32,607

F-26

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidating condensed statements of operations for the six months ended December 29, 2000 (unaudited):

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	115,635		$	155,436		$	296,272		$	(20,307	)	$	547,036
Cost of Sales		42,438			96,279			153,567			(20,307	)		271,977
Gross Profit		73,197			59,157			142,705			—			275,059
Marketing, Distribution, Administrative and General Expenses		65,693			45,226			121,543			—			232,462
Research and Development		7,322			7,830			4,280			—			19,432
Operating Profit		182			6,101			16,882			—			23,165
Other Expense (Income):
Interest Expense		7,879			6,445			3,140			(8,397	)		9,067
Interest Income		(5,224	)		(3,441	)		(418	)		8,397			(686	)
Other (Income) Expense, Net		(20,660	)		(705	)		(3,638	)		21,600			(3,403	)
Income Before Taxes		18,187			3,802			17,798			(21,600	)		18,187
Provision for Income Taxes		6,486			1,356			6,355			(7,711	)		6,486
Net Income Before Minority Interests		11,701			2,446			11,443			(13,889	)		11,701
Minority Interests		—			—			141			—			141
Net Income	$	11,701		$	2,446		$	11,302		$	(13,889	)	$	11,560

Consolidating condensed statements of operations for the six months ended December 28, 2001:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	115,884		$	161,931		$	280,847		$	(9,683	)	$	548,979
Cost of Sales		48,990			95,530			141,945			(9,683	)		276,782
Gross Profit		66,894			66,401			138,902			—			272,197
Marketing, Distribution, Administrative and General Expenses		66,975			46,700			114,770			—			228,445
Research and Development		6,874			7,615			4,097			—			18,586
Operating (Loss) Profit		(6,955	)		12,086			20,035			—			25,166
Other Expense (Income):
Interest Expense		6,622			4,484			4,722			(8,576	)		7,252
Interest Income		(77	)		(7,601	)		(1,205	)		8,576			(307	)
Other (Income) Expense, Net		(29,643	)		1,497			1,728			28,559			2,141
Income Before Taxes		16,143			13,706			14,790			(28,559	)		16,080
Provision for Income Taxes		4,908			4,372			4,718			(9,090	)		4,908
Net Income Before Minority Interests		11,235			9,334			10,072			(19,469	)		11,172
Minority Interests		—			—			25			—			25
Net Income	$	11,235		$	9,334		$	10,047		$	(19,469	)	$	11,147

F-27

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidated condensed balance sheets at June 30, 2000:

Assets	Parent Company		Guarantor Subsidiaries		Non- guarantor Subsidiaries		Eliminations			Consolidated
Current Assets:
Cash and Cash Equivalents	$	3,206	$	3,815	$	16,586	$	—		$	23,607
Accounts Receivable		57		18,982		200,675		—			219,714
Intercompany Receivables		58,812		61,487		15,253		(135,552	)		—
Inventories		14,081		28,345		42,629		—			85,055
Other Current Assets		29,707		8,128		3,968		—			41,803
Total Current Assets		105,863		120,757		279,111		(135,552	)		370,179
Property, Plant and Equipment, Net		68,999		38,480		112,356		—			219,835
Goodwill and Other Intangible Assets, Net		18,643		59,581		125,631		—			203,855
Deferred Income Taxes		14,094		924		9,471		—			24,489
Other Assets		27,291		7,440		10,404		—			45,135
Investments in Subsidiaries		215,703		—		—		(215,703	)		—
Total Assets	$	450,593	$	227,182	$	536,973	$	(351,255	)	$	863,493
Liabilities and Stockholders’ Equity
Current Liabilities:
Short-Term Borrowings	$	—	$	—	$	39,643	$	—		$	39,643
Accounts Payable		18,957		14,488		82,034		—			115,479
Intercompany Payables		45,748		12,963		76,841		(135,552	)		—
Accrued Expenses		47,218		17,542		48,084		—			112,844
Accrued Profit Sharing		6,959		3,934		7,448		—			18,341
Accrued Income Taxes		10,746		4,673		8,409		—			23,828
Total Current Liabilities		129,628		53,600		262,459		(135,552	)		310,135
Note Payable to Holdco		12,000		—		—		—			12,000
Long-Term Borrowings		74,000		—		172,820		—			246,820
Other Liabilities		20,362		22,082		37,491		—			79,935
Total Liabilities		235,990		75,682		472,770		(135,552	)		648,890
Stockholders’ Equity		214,603		151,500		64,203		(215,703	)		214,603
Total Liabilities and Equity	$	450,593	$	227,182	$	536,973	$	(351,255	)	$	863,493

F-28

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidated condensed balance sheets at June 29, 2001:

Assets	Parent Company			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
Current Assets:
Cash and Cash Equivalents	$	1,525		$	—	$	10,276		$	—		$	11,801
Accounts Receivable		2,916			20,818		159,574			—			183,308
Intercompany Receivables		39,693			114,306		27,588			(181,587	)		—
Inventories		14,555			34,620		40,298			—			89,473
Other Current Assets		12,069			6,318		21,537			—			39,924
Total Current Assets		70,758			176,062		259,273			(181,587	)		324,506
Property, Plant and Equipment, Net		114,856			55,309		86,422			—			256,587
Goodwill and Other Intangible Assets, Net		14,365			158,258		104,883			—			277,506
Deferred Income Taxes		15,686			927		10,280			—			26,893
Other Assets		10,161			4,876		13,019			—			28,056
Investments in Subsidiaries		395,554			18,724		—			(414,278	)		—
Total Assets	$	621,380		$	414,156	$	473,877		$	(595,865	)	$	913,548
Liabilities and Stockholders’ Equity
Current Liabilities:
Short-Term Borrowings	$	—		$	—	$	41,017		$	—		$	41,017
Current Portion of Long-Term Debt		—			—		6,244			—			6,244
Accounts Payable		37,356			29,918		84,294			—			151,568
Intercompany Payables		131,734			3,000		46,853			(181,587	)		—
Accrued Expenses		43,678			21,115		42,090			—			106,883
Accrued Profit Sharing		7,919			1,898		7,414			—			17,231
Accrued Income Taxes		(5,363	)		7,711		(2,348	)		—			—
Total Current Liabilities		215,324			63,642		225,564			(181,587	)		322,943
Note Payable to Holdco		12,000			—		—			—			12,000
Long-Term Borrowings		143,000			—		140,381			—			283,381
Other Liabilities		24,519			14,041		30,127			—			68,687
Total Liabilities		394,843			77,683		396,072			(181,587	)		687,011
Stockholders’ Equity		226,537			336,473		77,805			(414,278	)		226,537
Total Liabilities and Equity	$	621,380		$	414,156	$	473,877		$	(595,865	)	$	913,548

F-29

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidated condensed balance sheets at December 28, 2001:

Assets	Parent Company			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Current Assets:
Cash and Cash Equivalents	$	735		$	953	$	6,405	$	—		$	8,093
Accounts Receivable		957			13,123		147,539		—			161,619
Intercompany Receivables		23,566			143,932		16,710		(184,208	)		—
Inventories		16,169			38,542		44,371		—			99,082
Other Current Assets		8,763			8,005		16,684		—			33,452
Total Current Assets		50,190			204,555		231,709		(184,208	)		302,246
Property, Plant and Equipment, Net		123,754			52,047		93,113		—			268,914
Goodwill and Other Intangible Assets, Net		13,986			160,728		100,593		—			275,307
Deferred Income Taxes		20,622			2,553		14,367		—			37,542
Other Assets		27,096			2,933		12,246		—			42,275
Investments in Subsidiaries		419,352			18,724		—		(438,076	)		—
Total Assets	$	655,000		$	441,540	$	452,028	$	(622,284	)	$	926,284
Liabilities and Stockholders’ Equity
Current Liabilities:
Short-Term Borrowings	$	—		$	—	$	34,121	$	—		$	34,121
Current Portion of Long-Term Debt		—			—		58,144		—			58,144
Accounts Payable		36,507			18,997		77,113		—			132,617
Intercompany Payables		148,297			9,206		26,705		(184,208	)		—
Accrued Expenses		36,969			22,491		47,166		—			106,626
Accrued Profit Sharing		4,240			1,697		4,399		—			10,336
Accrued Income Taxes		(10,814	)		4,101		9,368		—			2,655
Total Current Liabilities		215,199			56,492		257,016		(184,208	)		344,499
Note Payable to Holdco		12,000			—		—		—			12,000
Long-Term Borrowings		174,429			—		83,089		—			257,518
Other Liabilities		43,712			19,647		39,248		—			102,607
Total Liabilities		445,340			76,139		379,353		(184,208	)		716,624
Stockholders’ Equity		209,660			365,401		72,675		(438,076	)		209,660
Total Liabilities and Equity	$	655,000		$	441,540	$	452,028	$	(622,284	)	$	926,284

F-30

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidating condensed statements of cash flows for the year ended June 30, 2000:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows Provided by (Used in) Operating Activities	$	101,826		$	53,546		$	(42,378	)	$	(40,609	)	$	72,385
Cash Flows from Investing Activities:											—
Capital Expenditures		(2,778	)		(8,162	)		(21,994	)		—			(32,934	)
Cash from Property Disposals		—			—			14,049			—			14,049
Acquisitions of Businesses		(125,387	)		—			—			—			(125,387	)
Proceeds from Divestitures		25,813			—			—			—			25,813
Net Cash Used in Investing Activities		(102,352	)		(8,162	)		(7,495	)		—			(118,459	)
Cash Flows from Financing Activities:
Increase (Decrease) in Line of Credit		74,000			—			(144,616	)		—			(70,616	)
Increase (Decrease) in Intercompany Payables		(58,079	)		(40,424	)		98,503			—			—
Proceeds from Issuance of Debt		—			—			126,028			—			126,028
Dividends Paid		(12,189	)		(8,628	)		(31,981	)		40,609			(12,189	)
Net Cash Provided by (Used in) Financing Activities		3,732			(49,052	)		47,934			40,609			43,223
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			8,263			—			8,263
Change in Cash and Cash Equivalents		3,206			(3,668	)		5,874			—			5,412
Beginning Balance		—			7,483			10,712			—			18,195
Ending Balance	$	3,206		$	3,815		$	16,586		$	—		$	23,607

F-31

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidating condensed statements of cash flows for the year ended June 29, 2001:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	98,577		$	51,683		$	25,768		$	(34,440	)	$	141,588
Cash Flows from Investing Activities:
Capital Expenditures		(50,505	)		(4,626	)		(5,203	)		—			(26,048	)
Acquisitions of Businesses		(138,678	)		—			—			—			(138,678	)
Proceeds from Divestitures		4,834			—			—			—			4,834
Net Cash Used in Investing Activities		(184,349	)		(4,626	)		(5,203	)		—			(194,178	)
Clash Flows from Financing Activities:
Increase (Decrease) in Line of Credit		69,000			—			(14,683	)		—			54,317
Increase (Decrease) in Line of Intercompany Payables/ Receivables		29,667			(42,957	)		13,290			—			—
Payments of Long-Term Debt		—			—			(337	)		—			(337	)
Dividends Paid		(14,576	)		(7,915	)		(26,525	)		34,440			(14,576	)
Net Cash Provided by (Used in) Financing Activities		84,091			(50,872	)		(28,255	)		34,440			39,404
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			1,380			—			1,380
Change in Cash and Cash Equivalents		(1,681	)		(3,815	)		(6,310	)		—			(11,806	)
Beginning Balance		3,206			3,815			16,586			—			23,607
Ending Balance	$	1,525		$	—		$	10,376		$	—		$	11,801

F-32

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidating condensed statements of cash flows for the six months ended December 29, 2000 (unaudited):

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations		Consolidated
Net Cash (Used in) Provided by Operating Activities	$	(15,858	)	$	(22,030	)	$	77,600			$(13,889)	$	25,823
Cash Flows for Investing Activities:
Capital Expenditures		(23,023	)		(709	)		(16,639	)		—		(40,371	)
Cash from Property Disposals		—			—			1,151			—		1,151
Acquisitions of Businesses		(136,864	)		—			—			—		(136,864	)
Proceeds from Divestitures		4,834			—			—			—		4,834
Net Cash Used in Investing Activities		(155,053	)		(709	)		(15,488	)		—		(171,250	)
Clash Flows from Financing Activities:
Increase (Decrease) in Line of Credit		140,800			—			(3,897	)		—		136,903
Increase (Decrease) in Line of Intercompany Payables/ Receivables		33,704			28,161			(61,865	)		—		—
Dividends Paid		(5,812	)		(9,237	)		(4,652	)		13,889		(5,812	)
Net Cash Provided by (Used in) Financing Activities		168,692			18,924			(70,414	)		13,899		131,091
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			(802	)		—		(802	)
Change in Cash and Cash Equivalents		(2,219	)		(3,815	)		(9,104	)		—		(15,138	)
Beginning Balance		3,206			3,815			16,586			—		23,607
Ending Balance	$	987		$	—		$	7,482		$	—	$	8,469

F-33

JOHNSONDIVERSEY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001

Consolidating condensed statements of cash flows for the six months ended December 28, 2001:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by (Used in) Operating Activities	$	(16,728	)	$	9,447		$	40,422		$	(22,768	)	$	10,373
Cash Flows for Investing Activities:
Capital Expenditures		(15,312	)		(1,605	)		(14,146	)		—			(31,063	)
Clash Flows from Financing Activities:
Increase (Decrease) in Line of Credit		31,429			—			(6,837	)		—			24,592
Increase (Decrease) in Intercompany Payables/ Receivables		7,111			255			(7,366	)		—			—
Dividends Paid		(7,290	)		(7,145	)		(15,622	)		22,768			(7,289	)
Net Cash Provided by (Used in) Financing Activities		31,250			(6,890	)		(29,825	)		22,768			17,303
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			(321	)		—			(321	)
Change in Cash and Cash Equivalents		(790	)		952			(3,870	)		—			(3,708	)
Beginning Balance		1,525			—			10,276			—			11,801
Ending Balance	$	735		$	952		$	6,406		$	—		$	8,093

As discussed in Note 1 on November 5, 1999, ownership of S.C. Johnson Commercial Markets, Inc., was spun-off. For purposes of cash flow presentation, cash flows for 1999 are only available on a consolidated basis. Thus, no 1999 guarantor subsidiary cash flows have been presented.

F-34

JOHNSONDIVERSEY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($000’s, Except Share Data)

ASSETS	December 28, 2001		(Unaudited) March 29, 2002
Current Assets:
Cash and Cash Equivalents	$	8,093	$	11,649
Accounts Receivable, Less Allowance of $7,055 and $6,397, Respectively		161,619		163,792
Inventories		99,082		97,453
Deferred Income Taxes		12,285		12,108
Other Current Assets		21,167		21,748
Total Current Assets		302,246		306,750
Property, Plant and Equipment, Net		207,060		203,461
Capitalized Software, Net		61,854		67,730
Goodwill, Net		271,958		266,227
Other Intangibles, Net		3,349		4,277
Deferred Income Taxes		37,542		37,909
Other Assets		42,275		45,981
Total Assets	$	926,284	$	932,335

LIABILITIES AND STOCKHOLDERS’ EQUITY	December 28, 2001			(Unaudited) March 29, 2002
Current Liabilities:
Short-Term Borrowings	$	34,121		$	30,815
Current Portion of Long-Term Debt		58,144			56,692
Accounts Payable		132,617			122,085
Accrued Expenses		106,626			111,133
Accrued Profit Sharing		10,336			15,563
Accrued Income Taxes		2,655			1,709
Total Current Liabilities		344,499			337,997
Long-Term Borrowings		269,518			282,609
Other Liabilities		102,607			103,948
Total Liabilities		716,624			724,554
Stockholders’ Equity:
Common Stock—$1.00 Par Value; 200,000 Shares Authorized; 24,422 Shares Issued and Outstanding		24			24
Class A 8% Cumulative Preferred Stock—$100.00 Par Value; 1,000 Shares Authorized; 96 Shares Issued and Outstanding		10			10
Class B 9% Cumulative Preferred Stock—$100.00 Par Value; 1,000 Shares Authorized; 407 Shares Issued and Outstanding		40			40
Capital in Excess of Par Value		140,036			140,036
Retained Earnings		88,142			89,022
Accumulated Other Comprehensive Income		(18,592	)		(21,351	)
Total Stockholders’ Equity		209,660			207,781
Total Liabilities and Stockholders’ Equity	$	926,284		$	932,335

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

F-35

JOHNSONDIVERSEY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

($000’s)

	(Unaudited) Three Months Ended
	March 30, 2001		March 29, 2002
Net Sales	$	270,626	$	267,379
Cost of Sales		130,952		132,744
Gross Profit		139,674		134,635
Marketing, Distribution, Administrative and General Expenses		114,058		110,283
Research and Development Expenses		9,811		9,885
Operating Profit		15,805		14,467
Other Expense (Income):
Interest Expense (Income), Net		5,071		2,822
Other Expense (Income), Net		1,375		4,078
Income Before Taxes		9,359		7,567
Provision for Income Taxes		3,121		2,428
Net Income Before Minority Interests		6,238		5,139
Minority Interests		5		(27	)
Net Income	$	6,233	$	5,166

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

F-36

JOHNSONDIVERSEY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($000’s)

	(Unaudited) Three Months Ended
	March 30, 2001			March 29, 2002
Cash Flows from Operating Activities:
Net Income	$	6,233		$	5,166
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities-
Depreciation		6,410			7,761
Amortization		5,364			2,153
Deferred Income Taxes		(681	)		(190	)
Other		254			488
Changes in Assets and Liabilities, Net of Effects from Acquisitions of Businesses-
Accounts Receivable		63,268			(7,156	)
Inventories		(11,676	)		233
Other Current Assets		2,227			1,182
Other Assets		237			(5,409	)
Accounts Payable and Accrued Expenses		294			2,238
Other Liabilities		(842	)		(1,800	)
Net Cash Provided by Operating Activities		71,088			4,666
Cash Flows from Investing Activities:
Capital Expenditures		(18,286	)		(7,968	)
Expenditures for Capitalized Computer Software		(4,853	)		(6,107	)
Cash from Property Disposals		—			1,643
Net Cash Used in Investing Activities		(23,139	)		(12,432	)
Cash Flows from Financing Activities:
(Decrease) Increase in Line of Credit		(45,901	)		15,473
Dividends Paid		—			(4,286	)
Net Cash (Used in) Provided by Financing Activities		(45,901	)		11,187
Effect of Exchange Rate Changes on Cash and Cash Equivalents		235			135
Change in Cash and Cash Equivalents		2,283			3,556
Beginning Balance		8,469			8,093
Ending Balance	$	10,752		$	11,649

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

F-37

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 29, 2002 (Unaudited)

($000’s)

(1)    Interim Financial Statements—

The unaudited condensed consolidated financial statements included herein have been prepared by JohnsonDiversey, Inc. (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission, and in the opinion of management contain all adjustments (consisting primarily of normal recurring adjustments) necessary to present fairly the financial position. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The results of the operations for the interim periods disclosed are not necessarily indicative of future financial results. These consolidated financial statements are condensed and should be read in conjunction with the Company’s latest Annual Report, which includes audited financial statements for the six months ended December 28, 2001.

(2)    Summary of Significant Accounting Policies—

Reclassifications—

Certain prior period financial statement amounts have been reclassified to be consistent with the current period presentation.

Inventories—

Inventories are stated at the lower of cost or market. The cost of domestic inventories is determined by the last-in, first-out method (“LIFO”). As of December 28, 2001 and March 29, 2002 this represented approximately 31.1% and 31.3% of total inventories, respectively. For the balance of the Company’s inventory, cost is determined using the first-in, first-out (FIFO) method. The components of inventory, as stated on a LIFO basis are as follows:

	December 28, 2001		(Unaudited) March 29, 2002
Raw Materials and Containers	$	30,966	$	29,237
Finished Goods		68,116		68,216
Total Inventories	$	99,082	$	97,453

Goodwill and Other Intangible Assets—

Goodwill and other intangible assets are stated at cost less accumulated amortization computed by the straight-line method. Goodwill was amortized over periods ranging from fifteen to forty years prior to the adoption of SFAS No. 142 “Goodwill and Other Intangibles”. The Company adopted SFAS No. 142 on July 1, 2001. Upon adoption of SFAS No. 142, goodwill and indefinite-lived intangible assets are no longer subject to amortization over its estimated useful life. Rather, they are subject to at least an annual assessment for impairment by applying a fair-value-based test. Upon the Company’s initial impairment assessment, no impairment exists for the periods presented.

Other intangible assets are required to be separately recognized if the benefit of the intangible asset can be sold, transferred licensed, rented or exchanged. Amortization of definite-lived intangible assets over their useful lives is required. Trademarks, patents and other definite-lived identifiable intangible assets have been assigned an estimated finite life and are amortized on a straight-line basis over periods ranging from five to seventeen years.

F-38

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Foreign Currency Translation—

Foreign currency balance sheets of international subsidiaries have been translated at current exchange rates. Revenue and expenses have been translated at monthly weighted average rates. The aggregate effects of translation adjustments have been included in Accumulated Other Comprehensive Income. Gains and losses resulting from foreign currency transactions are recorded as a component of Other (Income) Expense, Net and are not material for the periods presented with the exception of the Argentina foreign currency devaluation.

Comprehensive Income—

Components of comprehensive income are net income and all other nonowner changes in equity.

Comprehensive income for the three months ended March 30, 2001 and March 29, 2002 is as follows:

	(Unaudited) Three Months Ended
	March 30, 2001			March 29, 2002
Comprehensive Income—
Net Income	$	6,233		$	5,166
Foreign Currency Translation Adjustments		(1,679	)		(2,711	)
Unrealized Gains (Losses) on Derivatives, Net of Tax		—			(48	)
Total Comprehensive Income	$	4,554		$	2,407

A summary of the components of Accumulated Other Comprehensive Income is as follows:

	December 28, 2001			(Unaudited) March 29, 2002
Foreign Currency Translation Adjustments	$	12,931		$	10,220
Additional Minimum Pension Liability, Net of Tax		(30,148	)		(30,148	)
Unrealized Losses on Derivatives, Net of Tax		(1,375	)		(1,423	)
	$	(18,592	)	$	(21,351	)

(3)    Goodwill and Other Intangible Assets—

Intangible assets at year end consisted of:

	December 28, 2001			(Unaudited) March 29, 2002
Goodwill	$	368,285		$	362,862
Trademarks and Patents		5,391			5,384
		373,676			368,246
Accumulated Amortization		(98,409	)		(97,742	)
Intangible Assets, Net	$	275,267		$	270,504

        The changes in goodwill between the periods above are due to fluctuations in foreign currency exchange rates. Amortization expense for intangibles was $5,364 and $791 for the three months ended March 30, 2001 and March 29, 2002, respectively.

F-39

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

(4)    Financial Instruments—

The Company utilizes financial instruments, primarily forward exchange contracts, to manage exposure to foreign currency fluctuations. The Company does not hold or issue financial instruments for trading purposes.

The Company is exposed to credit-related losses in the event of nonperformance by counterparties with regard to these off-balance sheet financial instruments. To minimize the risk of credit losses, the Company monitors the credit standing of the counterparties and deals only with counterparties that have “A” or better credit ratings on their senior debt. Credit exposure is also limited through diversification of counterparties, thus reducing the exposure to any one financial institution. The Company does not anticipate any nonperformance by its counterparties.

As of March 29, 2002, the Company was party to eight forward exchange contracts to purchase euros for a notional amount of $296,170, four forward exchange contracts to sell euros for a notional amount of $31,281, and six forward exchange contracts to sell Japanese yen for a notional amount of $900. These forward contracts effectively hedge the Company’s exposure related to foreign currency fluctuations. Accordingly, unrealized gains and losses on these forward contracts are recognized through Other Comprehensive Income and will be reclassified to earnings upon payment of intercompany loans. The Company’s policy is to hedge such exposures within the next 12 months.

As of March 29, 2002, the Company was a party to one interest rate swap originally entered into in July 1995. The swap expires in July 2002. The swap was purchased to hedge the floating interest rate exposure on 6 billion of yen loans, which mature in July 2002. Also as of March 29, 2002, the Company was a party to two interest rate swaps entered into in June 2000. The latest expiration date is May 2004. These swaps were purchased to hedge the floating interest rate exposure on a total of 2.5 billion of a nonamortizing yen loan with a final maturity of May 2007. Under the terms of these swaps the Company pays a fixed rate and receives yen LIBOR on the notional amount for the life of the swaps. Unrealized gains and losses on these interest rate swaps are recognized through Other Comprehensive Income and will be reclassified to earnings upon repayment of the debt. As of March 29, 2002, the net unrealized loss (net of tax) was $1,423. The Company estimates that $1,423 will be reclassified out of Other Comprehensive Income in the next 12 months.

(5)    Other (Income) Expense, Net—

The components of Other (Income) Expense, Net in the Consolidated Statements of Income, for the three months ended March 29, 2002 includes $3,400 related to foreign currency devaluation in Argentina.

(6)    Related Parties—

The Company purchases certain raw materials from S.C. Johnson and Son, Inc. Total inventory purchased from S.C. Johnson and Son, Inc. was approximately $7,874 and $7,098 for the three months ending March 30, 2001 and March 29, 2002, respectively.

In addition to inventory purchases, S.C. Johnson and Son, Inc. provides certain administrative, servicing and general expenses such as accounting, payroll and shared facility expenses to the Company. Charges for these services totaled approximately $12,221 and $8,393 for the three months ending March 30, 2001 and March 29, 2002, respectively. These amounts include approximately $3,491 and $2,343 for the three months ending March 30, 2001 and March 29, 2002, respectively, of amounts paid to reimburse S.C. Johnson & Son for payroll and benefit related costs paid by S.C. Johnson & Son on behalf of the Company.

The Company also conducts certain related party activities with Holdco. Included in these activities is a revolving note between the Company and Holdco. On a daily basis, monies are taken from the

F-40

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Company’s cash account with a corresponding amount due to (from) Holdco being recorded. Amounts due from Holdco at December 28, 2001 and March 29, 2002 were $7,006 and $848, respectively. Interest on the outstanding note balance is computed daily based on a one-month LIBOR rate.

(7)    Contingencies—

The Company is subject to various legal actions and proceedings in the normal course of business. Although litigation is subject to many uncertainties and the ultimate exposure with respect to these matters cannot be ascertained, the Company does not believe the final outcome will have a significant effect on the Consolidated Financial Statements.

(8)    Segment Information—

Information regarding the Company’s operating segments is shown below. Each segment is individually managed with separate operating results that are reviewed regularly by the executive management. Each segment’s accounting policies are consistent with those used by the Company. The operating segments include:

Professional–The Professional Business is a global manufacturer of commercial, industrial and institutional building maintenance and sanitation products. In addition, the Professional Business provides services to customers including pest control, hood and duct cleaning, facilities maintenance, and warewashing.

Polymer–The Polymer Business is a global manufacturer of polymer intermediates marketed to the printing and packaging, coatings, adhesives and related industries.

The following table represents operating segment information.

	(Unaudited) Three Months Ended March 30, 2001
	Professional		Polymer		Eliminations/ Other			Total Company
Net Sales	$	216,963	$	59,187	$	(5,524	)	$	270,626
Operating Profit		12,370		4,524		(1,089	)		15,805
Total Assets		732,806		140,726		22,646			896,178
Depreciation and Amortization		9,079		1,956		739			11,774
Capital Expenditures		23,181		652		(694	)		23,139
Interest Expense (Income), Net	$	6,871	$	168	$	(1,968	)	$	5,071

	(Unaudited) Three Months Ended March 29, 2002
	Professional		Polymer		Eliminations/ Other			Total Company
Net Sales	$	210,161	$	61,860	$	(4,642	)	$	267,379
Operating Profit		6,124		15,804		(7,461	)		14,467
Total Assets		772,710		157,261		2,364			932,335
Depreciation and Amortization		7,263		1,900		751			9,914
Capital Expenditures		12,938		1,137		—			14,075
Interest Expense (Income), Net	$	5,282	$	11	$	(2,471	)	$	2,822

F-41

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Pertinent financial data by geographical location for the three months ended March 30, 2001 and March 29, 2002 are as follows:

	United States		Europe		Japan		Americas		Asia Pacific		Eliminations/ Other			Total Company
Net Sales:
March 2001	$	142,885	$	50,963	$	49,953	$	16,252	$	15,562	$	(4,989	)	$	270,626
March 2002		145,707		52,659		44,387		13,209		17,251		(5,834	)		267,379
Long-Lived Assets:
December 2001		354,625		45,985		132,528		6,861		7,004		1,282			548,285
March 2002		351,867		48,185		132,675		4,445		7,399		1,282			545,853

(9)    Subsequent Event—

On May 3, 2002, the Company and its parent acquired from Unilever PLC (“Unilever”), Unilever’s institutional and industrial cleaning business (the “DiverseyLever business”). In exchange for the DiverseyLever business, Unilever will receive approximately $1.3 billion in cash and notes (subject to closing adjustments) and a one-third equity interest in the Company. The Company has financed the acquisition primarily through external bank financing and the issuance of Senior Subordinated Notes (the “Notes”) concurrent with the closing of the acquisition. Upon the closing of the acquisition, all existing debt facilities were refinanced to a new revolving loan agreement.

(10)    Subsidiary Guarantors of Senior Subordinated Notes—

In connection with the acquisition discussed in Note 9, the Notes are guaranteed by certain of the Company’s wholly owned subsidiaries (the “Guarantor Subsidiaries”). Such guarantees are full, unconditional and joint and several. Separate financial statements of the Guarantor Subsidiaries are not presented because the Company’s management has determined that they would not be material to investors. The following supplemental financial information sets forth, on an unconsolidated basis, statement of operations, balance sheet, and statement of cash flow information for the Company (“Parent Company”), for the Guarantor Subsidiaries and for the Company’s non-guarantor subsidiaries (the “Non-guarantor Subsidiaries”). The supplemental financial information reflects the investments of the Company in the Guarantor and Non-guarantor Subsidiaries using the equity method of accounting.

F-42

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Consolidating condensed statements of operations for the three months ended March 30, 2001 (unaudited):

	Parent Company			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Net Sales	$	62,803		$	77,514	$	133,666	$	(3,357	)	$	270,626
Cost of Sales		22,468			48,485		63,356		(3,357	)		130,952
Gross Profit		40,335			29,029		70,310		—			139,674
Marketing, Distribution, Administrative and General Expenses		32,174			20,251		61,633		—			114,058
Research and Development		3,892			3,829		2,090		—			9,811
Operating (Loss) Profit		4,269			4,949		6,587		—			15,805
Other Expense (Income):
Interest Expense (Income), Net		2,786			696		1,589		—			5,071
Other (Income) Expense, Net		(7,876	)		3,131		1,265		4,855			1,375
Income Before Taxes		9,359			1,122		3,733		(4,855	)		9,359
Provision for Income Taxes		3,121			358		1,191		(1,549	)		3,121
Net Income Before Minority Interests		6,238			764		2,542		(3,306	)		6,238
Minority Interests		—			—		5		—			5
Net Income (Loss)	$	6,238		$	764	$	2,537	$	(3,306	)	$	6,233

Consolidating condensed statements of operations for the three months ended March 29, 2002:

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	59,424		$	87,111		$	127,872		$	(7,028	)	$	267,379
Cost of Sales		26,007			48,864			64,901			(7,028	)		132,744
Gross Profit		33,417			38,247			62,971			—			134,635
Marketing, Distribution, Administrative and General Expenses		32,482			24,738			53,063			—			110,283
Research and Development		3,571			4,315			1,999			—			9,885
Operating (Loss) Profit		(2,636	)		9,194			7,909			—			14,467
Other Expense (Income):
Interest Expense (Income), Net		2,888			(1,268	)		1,202			—			2,822
Other (Income) Expense, Net		(13,091	)		(2,285	)		3,436			16,018			4,078
Income Before Taxes		7,567			12,747			3,271			(16,018	)		7,567
Provision for Income Taxes		2,428			4,066			1,043			(5,109	)		2,428
Net Income (Loss) Before Minority Interests		5,139			8,681			2,228			(10,909	)		5,139
Minority Interests		—			—			(27	)		—			(27	)
Net Income (Loss)	$	5,139		$	8,681		$	2,255		$	(10,909	)	$	5,166

F-43

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Consolidated condensed balance sheets at December 28, 2001:

ASSETS	Parent Company			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Current Assets:
Cash and Cash Equivalents	$	735		$	953	$	6,405	$	—		$	8,093
Accounts Receivable		957			13,123		147,539		—			161,619
Intercompany Receivables		23,566			143,932		16,710		(184,208	)		—
Inventories		16,169			38,542		44,371		—			99,082
Other Current Assets		8,763			8,005		16,684		—			33,452
Total Current Assets		50,190			204,555		231,709		(184,208	)		302,246
Property, Plant and Equipment, Net		123,754			52,047		93,113		—			268,914
Goodwill and Other Intangible Assets, Net		13,986			160,728		100,593		—			275,307
Deferred Income Taxes		20,622			2,553		14,367		—			37,542
Other Assets		27,096			2,933		12,246		—			42,275
Investments in Subsidiaries		419,352			18,724		—		(438,076	)		—
Total Assets	$	655,000		$	441,540	$	452,028	$	(622,284	)	$	926,284
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Borrowings	$	—		$	—	$	34,121	$	—		$	34,121
Current Portion of Long-Term Debt		—			—		58,144		—			58,144
Accounts Payable		36,507			18,997		77,113		—			132,617
Intercompany Payables		148,297			9,206		26,705		(184,208	)		—
Accrued Expenses		36,969			22,491		47,166		—			106,626
Accrued Profit Sharing		4,240			1,697		4,399		—			10,336
Accrued Income Taxes		(10,814	)		4,101		9,368		—			2,655
Total Current Liabilities		215,199			56,492		257,016		(184,208	)		344,499
Note Payable to Holdco		12,000			—		—		—			12,000
Long-Term Borrowings		174,429			—		83,089		—			257,518
Other Liabilities		43,712			19,647		39,248		—			102,607
Total Liabilities		445,340			76,139		379,353		(184,208	)		716,624
Stockholders’ Equity		209,660			365,401		72,675		(438,076	)		209,660
Total Liabilities and Equity	$	655,000		$	441,540	$	452,028	$	(622,284	)	$	926,284

F-44

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Consolidated condensed balance sheets at March 29, 2002 (unaudited):

ASSETS	Parent Company			Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
Current Assets:
Cash and Cash Equivalents	$	1,176		$	1,026	$	9,447	$	—		$	11,649
Accounts Receivable		2,113			19,838		141,841		—			163,792
Intercompany Receivables		11,750			140,672		34,987		(187,409	)		—
Inventories		14,708			37,894		44,851		—			97,453
Other Current Assets		9,282			7,643		16,931		—			33,856
Total Current Assets		39,029			207,073		248,057		(187,409	)		306,750
Property, Plant and Equipment, Net		123,073			50,390		97,728		—			271,191
Goodwill and Other Intangible Assets, Net		13,238			160,967		96,299		—			270,504
Deferred Income Taxes		17,295			1,586		19,028		—			37,909
Other Assets		40,472			5,011		498		—			45,981
Investments in Subsidiaries		421,877			18,724		—		(440,601	)		—
Total Assets	$	654,984		$	443,751	$	461,610	$	(628,010	)	$	932,335
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-Term Borrowings	$	—		$	—	$	30,815	$			$	30,815
Current Portion of Long-Term Debt		—			—		56,692		—			56,692
Accounts Payable		35,843			20,247		65,995		—			122,085
Intercompany Payables		129,177			13,045		45,187		(187,409	)		—
Accrued Expenses		43,529			20,026		47,578		—			111,133
Accrued Profit Sharing		6,544			2,867		6,152		—			15,563
Accrued Income Taxes		(14,487	)		7,837		8,359		—			1,709
Total Current Liabilities		200,606			64,022		260,778		(187,409	)		337,997
Long-Term Borrowings		201,600			—		81,009		—			282,609
Other Liabilities		44,997			20,148		38,803		—			103,948
Total Liabilities		447,203			84,170		380,590		(187,409	)		724,554
Stockholders’ Equity		207,781			359,581		81,020		(440,601	)		207,781
Total Liabilities and Equity	$	654,984		$	443,751	$	461,610	$	(628,010	)	$	932,335

F-45

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Consolidating condensed statements of cash flows for the three months ended March 30, 2001 (unaudited):

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	36,980		$	58,386		$	202		$	(24,480	)	$	71,088
Cash Flows for Investing Activities:
Capital Expenditures/Cash from Propery Disposals, Net		(30,635	)		(4,577	)		12,073			—			(23,139	)
Cash Flows from Financing Activities:
(Decrease) Increase in Line of Credit		(49,300	)		—			3,399			—			(45,901	)
Increase (Decrease) in Line of Intercompany Payables/ Receivables		44,000			(49,402	)		5,402			—
Dividends Paid		—			(5,079	)		(19,401	)		24,480			—
Net Cash (Used in) Financing Activities		(5,300	)		(54,481	)		(10,600	)		24,480			(45,901	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			235			—			235
Change in Cash and Cash Equivalents		1,045			(672	)		1,910			—			2,283
Beginning Balance		987			—			7,482			—			8,469
Ending Balance	$	2,032		$	(672	)	$	9,392		$	-		$	10,752

F-46

JOHNSONDIVERSEY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

March 29, 2002 (Unaudited)

Consolidating condensed statements of cash flows for the three months ended March 29, 2002 (unaudited):

	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	112		$	7,073		$	23,587		$	(26,106	)	$	4,666
Cash Flows for Investing Activities:
Capital Expenditures/Cash from Property Disposals, Net		(3,254	)		(429	)		(8,749	)		—			(12,432	)
Cash Flows from Financing Activities:
Increase (Decrease) in Line of Credit		15,171			—			300			—			15,471
(Decrease) Increase in Intercompany Payables/ Receivables		(7,304	)		7,099			205			—			—
Dividends Paid		(4,284	)		(13,670	)		(12,436	)		26,106			(4,284	)
Net Cash Provided by (Used in) Financing Activities		3,583			(6,571	)		(11,931	)		26,106			11,187
Effect of Exchange Rate Changes on Cash and Cash Equivalents		—			—			135			—			135
Change in Cash and Cash Equivalents		441			73			3,042			—			3,556
Beginning Balance		735			953			6,405			—			8,093
Ending Balance	$	1,176		$	1,026		$	9,447		$	—		$	11,649

F-47

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS

For the 3 years ended 31 December 2001, 2000 and 1999

Introduction

These special-purpose combined accounts for the three years ended 31 December 2001, 2000, and 1999 are non-statutory in nature and present the combined figures for those subsidiaries and operations of Unilever PLC and Unilever N.V. (together “Unilever”) which form part of the DiverseyLever Group operations of Unilever (collectively the “DiverseyLever Group” or the “Group”).

The special-purpose combined accounts have been specifically prepared in connection with the disposal by Unilever of the DiverseyLever Group for the purposes of presenting, as far as practicable, the assets, liabilities, revenues and expenses of the DiverseyLever Group on a stand-alone basis. The special-purpose combined accounts are an aggregation of financial information from the individual companies and operations (whether legal entities or not) which make up the DiverseyLever Group. The basis of preparation, combination and presentation of the special-purpose combined accounts of the DiverseyLever Group is more fully described under paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54.

The DiverseyLever Group is not required to prepare audited consolidated accounts. No such accounts have been prepared prior to the special-purpose combined accounts. The financial information set out in the special-purpose combined accounts is based on an aggregation of certain financial information in the consolidation returns of the companies and operations which comprise the DiverseyLever Group for the years ended 31 December 2001, 2000, and 1999 (prepared solely for the purpose of producing the consolidated accounts of Unilever) after making such adjustments as were considered necessary by the management of the DiverseyLever Group and the directors of Unilever.

The special-purpose combined accounts are not necessarily representative or indicative of the financial position, results of operations or cash flows that would have been obtained had the DiverseyLever Group operated independently or under separate ownership.

The principal companies and operations included in these accounts are set out in note 28.

F-48

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Statement of Responsibilities of the Directors of Unilever and the President of the DiverseyLever Group

The directors of Unilever are required by Book 2 of the Civil Code in the Netherlands and the United Kingdom Companies Act 1985 to prepare accounts for each financial year which give a true and fair view of the state of affairs of the Unilever Group, NV and PLC as at the end of the financial year and of the profit or loss for that year.

The directors of Unilever consider that in preparing the accounts for the Unilever Group, including the DiverseyLever Group, they have used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all accounting standards which they consider to be applicable have been followed. The directors of Unilever are required to prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors of Unilever have responsibility for ensuring that the Unilever Group, including the DiverseyLever Group, keeps accounting records which disclose with reasonable accuracy the financial position of the Unilever Group, including (until the date of disposal) the DiverseyLever Group. They

also have a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Unilever Group, including (until the date of disposal) the DiverseyLever Group, and to prevent and detect fraud and other irregularities.

In performing these duties, the responsibilities in respect of the DiverseyLever Group are delegated to the President of the DiverseyLever Group.

The same responsibilities as described above apply to these special-purpose combined accounts, which are based on an aggregation of certain financial information included in the consolidation returns of the companies and operations which comprise the DiverseyLever Group. These returns were prepared for the purpose of preparing the consolidated accounts of Unilever and were adjusted as the directors of Unilever and the management of the DiverseyLever Group considered necessary.

This statement, which should be read in conjunction with the ‘Report of Independent Auditors’ set out on pages F-50 and F-51, is made with a view to distinguishing the respective responsibilities of the directors of Unilever and the President of the DiverseyLever Group and of the auditors in relation to the special-purpose combined accounts.

F-49

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

REPORT OF INDEPENDENT AUDITORS

Report of the Auditors to the Directors of Unilever

We have audited the special-purpose combined accounts on pages F-52 to F-98 which comprise the profit and loss accounts, the balance sheets, the cash flow statements, the statements of total recognised gains and losses and the related notes. The special-purpose combined accounts have been prepared under the historical cost convention and in accordance with the basis of preparation set out in paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54.

These special-purpose combined accounts have not been prepared for the purposes of Companies legislation. They were prepared solely for the use of the directors of Unilever.

Respective responsibilities of directors and auditors

As described on page F-49, the directors of Unilever and the President of the DiverseyLever Group are responsible for the preparation of the special-purpose combined accounts. Our responsibility is to audit the special-purpose combined accounts in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board and United States Generally Accepted Auditing Standards.

We report to you our opinion as to whether the special-purpose combined accounts present fairly, in all material respects and on the basis of preparation set out in paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54, the financial position, results of operations, total recognised gains and losses and cash flows of the DiverseyLever Group.

Basis of opinion

We conducted our audit in accordance with auditing standards generally accepted in the United Kingdom and the United States of America. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the special-purpose combined accounts. It also includes an assessment of the significant estimates and judgements made by the directors of Unilever and the President of the DiverseyLever Group in the preparation of the special-purpose combined accounts, and of whether the accounting policies are appropriate to the DiverseyLever Group’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the special-purpose combined accounts are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the special-purpose combined accounts.

F-50

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

REPORT OF INDEPENDENT AUDITORS—(Continued)

Opinion

In our opinion, the special-purpose combined accounts present fairly, in all material respects, the financial position of the DiverseyLever Group at 31 December 2001 and 2000, and the results of its operations, total recognised gains and losses and its cash flows for each of the three years in the three-year period ended 31 December 2001, in accordance with the basis of preparation set out in paragraph 2 of the ‘Accounting Information and Policies’ on pages F-52 to F-54.

The accounting principles adopted in the special-purpose combined accounts vary in certain significant respects from accounting principles generally accepted in the United States and as required by Item 17 to Form 20-F. The effect of the significant differences on the determination of net profit of the DiverseyLever Group, Unilever’s net investment in the DiverseyLever Group and the cash flows of the DiverseyLever Group is shown on pages F-94 to F-98 of the special-purpose combined accounts.

PRICEWATERHOUSECOOPERS

Chartered Accountants

London, England

8 March 2002

F-51

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Accounting Information and Policies

1    Business description

The DiverseyLever Group is a fully integrated business of Unilever. The DiverseyLever Group has manufacturing facilities and selling activities throughout the world and comprises the institutional and industrial cleaning business of Unilever.

Relationships with Unilever are of particular significance for the business operations of the DiverseyLever Group. The DiverseyLever Group has relied on Unilever and other Unilever group companies to provide certain services including, but not limited to, treasury, legal, tax planning and compliance, and other support services, as necessary.

The DiverseyLever Group comprises a number of companies and operations (together “the operations”) which are included within these special-purpose combined accounts, details of which are set out in note 28.

2    Basis of preparation

The special-purpose combined accounts are not prepared under section 226 of the United Kingdom Companies Act 1985 and have been prepared under the historical cost convention and, in all material respects, in accordance with United Kingdom Accounting Standards solely for the use of the directors of Unilever. The Principal Accounting Policies, which have been applied consistently for all the periods covered by the special-purpose combined accounts, are set out in paragraph 3 below. A summary of significant differences arising from the application of United States generally accepted accounting principles (“US GAAP”) is set out on pages F-94 to F-98.

As a fully integrated business of Unilever, the DiverseyLever Group does not prepare separate accounts in accordance with generally accepted accounting principles in the United Kingdom (“UK GAAP”) in the normal course of operations. Accordingly, the special-purpose combined accounts have been derived by extracting certain assets, liabilities, and revenues and expenses of the DiverseyLever Group from the assets, liabilities, and revenues and expenses reflected in the accounting records of Unilever. The special-purpose combined accounts have been prepared for the purposes of presenting, as far as practicable, the financial position, results of operations and cash flows, of the DiverseyLever Group on a stand-alone basis.

The special-purpose combined accounts of the DiverseyLever Group reflect assets, liabilities and revenues and expenses directly attributable to the DiverseyLever Group as well as allocations deemed reasonable by the management of the DiverseyLever Group and the directors of Unilever necessary to present the financial position, results of operations and cash flows of the DiverseyLever Group on a stand-alone basis, for all periods presented. Costs have been allocated to the DiverseyLever Group from Unilever and Unilever group companies using various allocation methodologies, including, but not limited to, personnel costs, turnover and working capital. These allocation methodologies are discussed in greater detail below. Although management is unable to estimate the actual costs that would have been incurred if the services performed by Unilever and Unilever group companies had been purchased from independent third parties, management considers the allocations to be reasonable. However, the financial position, results of operations and cash flows of the DiverseyLever Group are not necessarily representative or indicative of those that would have been achieved had the DiverseyLever Group operated autonomously or as an entity independent from Unilever.

F-52

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Acquisitions and disposals

The results of material acquisitions and disposals during the period are set out in note 20 of the special-purpose combined accounts.

No account has been taken of the effect the disposal of the DiverseyLever Group by Unilever might have on the financial position of the DiverseyLever Group, the results of its operations and its cash flows.

Financial service fees

For each of the three years ended 31 December 2001 the accounts include financial service fees, the cost recovery mechanism used by Unilever to recover certain central management and other similar costs. These financial service fees have either been directly attributed to individual operations of the DiverseyLever Group or, for costs incurred centrally in each country, allocated between the relevant Unilever businesses and the DiverseyLever Group operation in that country. Costs have principally been allocated on the basis of turnover.

Retirement benefits            

For each of the three years ended 31 December 2001 the pension costs attributed to the DiverseyLever Group have been based on the pension charge incurred by individual operations in respect of specific pension schemes of which DiverseyLever Group employees are members or an allocation of the pension charge incurred by the Unilever business in the relevant country. These charges reflect the pension arrangements of Unilever and are therefore not necessarily representative of the pension cost of the DiverseyLever Group under separate ownership. Costs have principally been allocated on the basis of pensionable payroll unless more detailed information such as an actuarial study was available.

Employee share options

Employees of the DiverseyLever Group in a number of countries participate in share option plans operated by the Unilever Group in those countries. Shares to meet Unilever’s obligations to deliver shares of Unilever N.V. are purchased by certain Unilever companies and shares to meet Unilever’s obligations to deliver shares of Unilever PLC are purchased by a number of employee benefit trusts. Detailed accounting for the costs of operating the plans takes place in Unilever companies not included in these special-purpose combined accounts. DiverseyLever group companies and operations recognise their appropriate share of the holding costs of these companies and trusts, together with any difference between the purchase price of shares and the price at which the related options are exercised.

Interest

For each of the three years ended 31 December 2001 the interest charge attributable to the DiverseyLever Group has been based on the interest charge incurred by individual operations on specific external borrowings or financing by Unilever, or directly attributed to the DiverseyLever Group based on an allocation of the interest charge or credit incurred by the Unilever business in the relevant country. Interest has principally been allocated on the basis of net capital employed. For a number of

F-53

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

operations included in these special-purpose combined accounts, working capital financing is provided by means of interest-free current accounts with other Unilever businesses. The disclosed interest charges are therefore not necessarily representative of the interest charges of the DiverseyLever Group under separate ownership. Only specific external borrowings of the DiverseyLever Group have been included in the balance sheet within creditors.

Net investment

Because the DiverseyLever Group has not in the past formed a separate legal group or been structured with a DiverseyLever holding company as a separate legal entity, the proportion of share capital and reserves of Unilever attributable to the DiverseyLever Group have been shown in the balance sheet as ‘funding’ as part of the “Net investment of Unilever”. The DiverseyLever Group has a number of interest-bearing long-term loans from other Unilever businesses. These balances have been shown on the balance sheet as part of ‘Net amounts owed to other Unilever businesses’. In addition, the DiverseyLever Group has a number of short-term current account balances with other Unilever businesses. These balances arise from trading transactions and the settlement of other items and have been aggregated on the balance sheet as part of ‘Net amounts owed to other Unilever businesses’.

Taxation

During the period under review, the operations of the DiverseyLever Group were not in all cases separate legal entities or did not operate within the DiverseyLever Group’s structure reflected in these special-purpose combined accounts, and were not necessarily subject to specific taxation of their results. As a result, the tax position shown is not necessarily representative of the tax position of the DiverseyLever Group under separate ownership. For each of the three years ended 31 December 2001, the tax charge attributable to the DiverseyLever Group has been based on the tax provision recorded by individual operations or in the case of operations which are a division of another legal entity on an allocation of the tax charge or credit incurred by the Unilever business in the relevant country based on the rate of tax applying to that Unilever business. The tax charge may therefore include benefits, reliefs or penalties which arise as a result of membership of a Unilever tax group. Tax liabilities which may arise from the separation of the operations of DiverseyLever in specific countries from Unilever tax groups have not been reflected in these special-purpose combined accounts.

Cash

A number of individual DiverseyLever operations participate in cash sweep arrangements operated by Unilever under which cash balances are cleared regularly to a central account held by another Unilever business. For this reason, the cash position shown is not necessarily representative of the cash position of the DiverseyLever Group under separate ownership.

Dividends

The dividends recorded in the profit and loss account are an aggregation of the actual dividends, paid or payable outside of the DiverseyLever Group, recorded in the accounts of the individual operations. Dividend payments were made in the context of the Unilever Group as a whole.

Basis of combination

All transactions within the DiverseyLever Group are eliminated as are any intragroup profits included in a DiverseyLever operation’s profit and loss account but not realised at the balance sheet date.

F-54

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

3    Principal accounting policies

Foreign currencies

The DiverseyLever Group uses the Euro as its principal reporting currency.

Exchange differences arising in the accounts of individual companies and operations are dealt with in their respective profit and loss accounts. Those arising on trading transactions are taken to operating profit; those arising on cash, current investments and borrowings are classified as interest.

In preparing the special-purpose combined accounts, the profit and loss accounts, the cash flow statements and all other movements in assets and liabilities of individual companies and operations are translated into euros at annual average rates of exchange. The balance sheets, other than the “Net Investment of Unilever”, are translated into euros at year-end rates of exchange. Where forward foreign exchange contracts have been entered into, the rate specified in the contract is used. In the case of hyper-inflationary economies, the accounts of individual companies and operations are adjusted to remove the influences of inflation before being translated.

The effects of exchange rate changes during the year on net assets at the beginning of the year are recorded as a movement in the “Net investment of Unilever”, as is the difference between profit for the year retained at average rates of exchange and at year-end rates of exchange.

Goodwill and intangible assets

No value is attributable to internally generated intangible assets. Goodwill (being the difference between the fair value of consideration paid for new interests in group companies and joint ventures, and the fair value of the DiverseyLever Group’s share of their net assets at the date of acquisition) and identifiable intangible assets purchased after 1 January 1998 are capitalised and amortised in operating profit over the period of their expected useful life, up to a maximum of twenty years. Periods in excess of five years are used only where management are satisfied that the life of these assets will clearly exceed that period. Goodwill and intangible assets purchased prior to 1 January 1998 were written off in the year of acquisition as a movement in the “Net investment of Unilever”.

On disposal of a business acquired prior to 1 January 1998, purchased goodwill written off on acquisition is reinstated in arriving at the profit or loss on disposal.

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided on a straight-line basis at percentages of cost based on the expected average useful lives of the assets. Estimated useful lives by major class of assets are as follows:

Freehold buildings (no depreciation on freehold land)	33 to 40 years
Leasehold land and buildings	*33 to 40 years
Plant and equipment	4 to 20 years
Computers and IT equipment	3 years
Feeders	4 years
Motor vehicles	3 to 6 years

* or life of lease if less than 33 years

F-55

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Fixed assets are subject to review for impairment in accordance with United Kingdom Financial Reporting Standard 11 ‘Impairment of Fixed Assets and Goodwill’. Any impairment in the value of such fixed assets is charged to the profit and loss account as it arises.

DiverseyLever Group companies and fixed investments

All undertakings (whether companies or operations) over which DiverseyLever Group management exercises control, being the ability to direct the operating and financing policies, are included in the special-purpose combined accounts.

Joint ventures are undertakings in which the DiverseyLever Group has a long-term participating interest and which are jointly controlled by the DiverseyLever Group and one or more other parties. Interests in joint ventures are stated in the balance sheet at the DiverseyLever Group’s share of their assets and liabilities.

Other fixed investments are stated at cost less any amounts written off to reflect a permanent impairment in value.

Current assets

Stocks are valued at the lower of cost and estimated net realisable value. Cost is mainly average cost and comprises direct costs and, where appropriate, a proportion of production overheads.

Debtors are stated after deducting adequate provision for doubtful debts.

Current investments are liquid funds temporarily invested and are stated at their realisable value. The difference between this and their original cost is taken to interest in the profit and loss account.

Retirement benefits

The individual operations which comprise the DiverseyLever Group generally participate in pension and other employee benefit arrangements operated by other Unilever businesses.

The expected costs of providing retirement pensions under defined benefit schemes, as well as the cost of other post-retirement benefits, are charged to the profit and loss account over the periods benefiting from the employees’ services. Variations from expected cost are normally spread over the average remaining service lives of current employees.

Contributions to defined contribution pension schemes are charged to the profit and loss account as incurred.

Liabilities arising under defined benefit schemes are either externally funded or provided for in the balance sheet.

Deferred taxation

Deferred taxation is accounted for at expected tax rates on differences arising from the inclusion of items of income and expenditure in taxation computations in periods different to those in which they are included in the accounts. A deferred tax asset or provision is established to the extent that it is more likely than not that an asset or liability will crystallise in the foreseeable future.

F-56

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Derivative financial instruments

The Unilever Group has comprehensive policies in place, approved by the directors of Unilever, covering the use of straightforward derivative financial instruments. These policies apply to the DiverseyLever Group. Derivative financial instruments are used for hedging purposes only. The DiverseyLever Group does not hold or issue derivative financial instruments for trading purposes. The use of leveraged instruments is not permitted. Established controls are in place covering all financial instruments. These include policies, guidelines, exposure limits, a system of authorities and independent reporting. Performance is closely monitored with independent reviews undertaken by internal audit.

The principal financial risk faced by the DiverseyLever Group is exposure to foreign currencies; this exposure is managed predominantly through the use of forward foreign exchange contracts.

Changes in the value of forward foreign exchange contracts are recognised in the results in the same period as changes in the values of the assets and liabilities they are intended to hedge.

Payments made or received in respect of the early termination of derivative financial instruments are spread over the original life of the instrument so long as the underlying exposure continues to exist.

Details of the instruments used for foreign exchange exposure management, together with information on exposure, are set out in notes 14 and 15.

Research, development and market support costs

Expenditure on research and development and on market support costs, such as advertising, is charged against the profit of the year in which it is incurred.

Turnover

Turnover comprises sales of goods and services after deduction of discounts, certain sales incentives and sales taxes. Group turnover includes sales to joint ventures and other Unilever businesses but does not include sales between individual operations within the DiverseyLever Group or sales by joint ventures. Total turnover includes the DiverseyLever Group’s share of the turnover of joint ventures. The DiverseyLever Group generates revenues from selling industrial cleaning and hygiene products and services, including maintenance of product dispensers and other related services. Fees for these products and services are charged based on a variety of contractual arrangements. Where an arrangement to deliver cleaning products does not require significant production, modification or customisation, the DiverseyLever Group recognises revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; and collection of a fixed or determinable fee is probable.

Leases

Lease payments in respect of operating leases are charged to the profit and loss account on a straight-line basis over the lease term, or over the period between rent reviews where these exist.

Tangible fixed assets held under finance leases (i.e. leases which transfer to the business substantially all the benefits and risk of ownership) are treated as if they had been purchased outright.

F-57

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

The assets are included in fixed assets and the capital element of the leasing commitments is shown as obligations under finance leases. The lease rentals are treated as consisting of capital and interest elements. The capital element is applied to reduce the outstanding obligations and the interest element is charged against profits in proportion to the reducing capital element outstanding. Assets held under finance leases are depreciated over the shorter of the lease term and the useful life of the equivalent owned asset.

F-58

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Profit and Loss Accounts

		Years ended 31 December
	Notes	2001 €m		2000 €m		1999 €m
Total turnover	1	1,861.9		1,834.7		1,698.9
Less: Share of turnover of joint ventures		(23.6	)	—		—
Group turnover		1,838.3		1,834.7		1,698.9
Operating costs	2	(1,717.5	)	(1,790.4	)	(1,568.9	)
Group operating profit		120.8		44.3		130.0
Add: Share of operating profit of joint ventures		0.6		—		—
Operating profit	1	121.4		44.3		130.0
Operating profit before exceptional items	1	155.1		147.1		127.0
Exceptional items	5	(33.7	)	(102.8	)	3.0
Interest—net	6	(22.0	)	(25.3	)	(17.8	)
Profit on ordinary activities before taxation		99.4		19.0		112.2
Taxation	7	(45.4	)	(12.3	)	(39.3	)
Profit on ordinary activities after taxation		54.0		6.7		72.9
Minority interests		(1.4	)	(0.4	)	0.9
Net profit		52.6		6.3		73.8
Dividends	8	(28.1	)	(31.7	)	(25.8	)
Profit/(loss) of the year retained	19	24.5		(25.4	)	48.0

The basis on which interest, taxation and other charges have been determined is set out in paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54. The charges set out above are not necessarily representative of those which would be incurred by the DiverseyLever Group under separate ownership.

Earnings per share information has not been presented as the DiverseyLever Group is a fully integrated business of Unilever and therefore does not have a defined capital structure.

All operations are continuing.

The notes on pages F-62 to F-98 form an integral part of these special-purpose combined accounts.

Statements of Total Recognised Gains and Losses

	Years ended 31 December
	2001 €m	2000 €m	1999 €m
Net profit	52.6	6.3	73.8
Currency retranslation	1.3	3.1	(11.4	)
Total recognised gains relating to the year	53.9	9.4	62.4

The basis on which the currency retranslation adjustment has been calculated is set out in paragraph 3 of ‘Accounting Information and Policies’ on pages F-55 to F-58.

The notes on pages F-62 to F-98 form an integral part of these special-purpose combined accounts.

F-59

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Balance Sheets

		At 31 December
	Notes	2001 €m		2000 €m
Fixed assets		392.6		399.5
Goodwill and intangible assets	9	43.1		44.4
Tangible fixed assets	10	338.9		355.0
Fixed investments	11	10.6		0.1
Current assets
Stocks	12	172.9		174.2
Debtors	13	417.5		410.6
Current investments	14	0.8		0.7
Cash at bank and in hand	14	36.4		36.1
Total current assets		627.6		621.6
Creditors due within one year		(284.2	)	(292.7	)
Borrowings	14	(21.5	)	(16.2	)
Trade and other creditors	16	(262.7	)	(276.5	)
Net current assets		343.4		328.9
Total assets less current liabilities		736.0		728.4
Creditors due after more than one year	16	(38.9	)	(41.8	)
Provisions for liabilities and charges		(132.2	)	(128.6	)
Pensions and similar obligations	17	(100.9	)	(94.2	)
Deferred taxation and other provisions	18	(31.3	)	(34.4	)
Net assets		564.9		558.0
Net investment
Funding		141.7		147.0
Reserves		12.2		8.0
Net investment of Unilever	19	153.9		155.0
Net amounts owed to other Unilever businesses	1/27	408.0		400.1
Net investment before minorities		561.9		555.1
Minority interests		3.0		2.9
Net investment		564.9		558.0

The basis on which the net investment of Unilever has been determined is set out in paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54. The capital structure shown above is not necessarily representative of the capital structure of the DiverseyLever Group under separate ownership.

Net amounts owed to other Unilever businesses includes all balances which are described further in note 27.

The notes on pages F-62 to F-98 form an integral part of these special-purpose combined accounts.

The special-purpose combined accounts were approved by the Board of Directors of Unilever and the President of the DiverseyLever Group:

Director: R H P Markham President: M Ç Yüceulug

8 March 2002

F-60

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Cash Flow Statements

		Years ended 31 December
	Notes	2001 €m		2000 €m		1999 €m
Cash flow from operating activities	21	112.4		163.4		103.1
Dividends from joint ventures		0.4		—		—
Returns on investment and servicing of finance	22	(23.6	)	(25.9	)	(17.4	)
Taxation		(17.2	)	(22.4	)	(16.0	)
Capital expenditure and financial investment	22	(63.3	)	(77.4	)	(59.1	)
Acquisitions and disposals	22	1.5		(3.1	)	0.7
Cash (outflow)/inflow before management of liquid resources and financing		10.2		34.6		11.3
Management of liquid resources	22	(0.1	)	—		(0.2	)
Financing	22	(14.1	)	(27.6	)	(8.7	)
(Decrease)/increase in cash in the year		(4.0	)	7.0		2.4

The cash flows shown above are not necessarily representative of those which would be incurred by the DiverseyLever Group under separate ownership.

Reconciliation of cash flow to movement in net funds/(debt)

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
(Decrease)/increase in cash in the year	(4.0	)	7.0		2.4
Cash flow from movement in borrowings and lease financing	9.0		30.4		9.1
Cash flow from movement in liquid resources	0.1		—		0.2
Change in net funds/(debt) resulting from cash flows	5.1		37.4		11.7
Borrowings and finance leases from acquisitions	—		—		(0.2	)
Liquid resources acquired	—		0.1		—
New finance leases	(3.3	)	(12.0	)	(1.6	)
Non-cash movements	—		0.6		—
Currency retranslation	(0.9	)	(2.6	)	(2.5	)
Change in net funds/(debt) in the year	0.9		23.5		7.4
Net funds/(debt) at 1 January	(3.9	)	(27.4	)	(34.8	)
Net funds/(debt) at 31 December	(3.0	)	(3.9	)	(27.4	)

The notes on pages F-62 to F-98 form an integral part of these special-purpose combined accounts.

F-61

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Notes to the Special-Purpose Combined Accounts

1    Segmental information

Turnover

	Years ended 31 December
	2001 €m	2000 €m	1999 €m
By geographical area:
Europe	975.5	972.2	949.4
North America	501.5	489.5	436.5
Africa, Middle East and Turkey	92.9	99.1	81.9
Asia Pacific	165.1	142.7	119.7
Latin America	126.9	131.2	111.4
Total turnover	1,861.9	1,834.7	1,698.9

The analysis of turnover by geographical area is stated on the basis of origin. Turnover on a destination basis would not be materially different.

Turnover of €25.1 million, €30.7 million and €48.4 million for the years ended 31 December 2001, 2000 and 1999, respectively, is in respect of sales to other Unilever businesses.

The DiverseyLever Group’s share of turnover from joint ventures arises predominantly in the Asia Pacific area.

    Operating profit

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
By geographical area:
Europe	115.2		104.5		107.7
North America	7.1		9.3		3.8
Africa, Middle East and Turkey	6.7		7.3		(0.4	)
Asia Pacific	13.9		11.6		5.5
Latin America	12.2		14.4		10.4
Operating profit before exceptional items	155.1		147.1		127.0
Exceptional items (see note 5)	(33.7	)	(102.8	)	3.0
Operating profit	121.4		44.3		130.0

The DiverseyLever Group’s share of operating profit from joint ventures arises predominantly in the Asia Pacific area.

F-62

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Net operating assets

	At 31 December
	2001 €m	2000 €m
By geographical area:
Europe	249.2	246.1
North America	189.9	184.3
Africa, Middle East and Turkey	26.6	32.0
Asia Pacific	32.2	31.1
Latin America	22.2	22.4
	520.1	515.9

Net operating assets are goodwill and intangible assets, tangible fixed assets, stocks and third party debtors less trade and other third party creditors (excluding taxation on profits and dividends) and less provisions for liabilities and charges other than deferred taxation.

Net amounts owed to/(receivable from) other Unilever businesses

	At 31 December
	2001 €m		2000 €m
By geographical area:
Europe	185.1		176.9
North America	210.2		203.4
Africa, Middle East and Turkey	12.7		16.4
Asia Pacific	20.9		18.1
Latin America	(20.9	)	(14.7	)
	408.0		400.1

2    Operating costs

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Cost of sales	(791.1	)	(806.1	)	(726.7	)
Distribution and selling costs	(659.7	)	(681.4	)	(582.2	)
Administrative expenses	(266.7	)	(302.9	)	(260.0	)
	(1,717.5	)	(1,790.4	)	(1,568.9	)

Gross profit was €1,047.2 million, €1,028.6 million and €972.2 million for the years ended 31 December 2001, 2000 and 1999, respectively.

F-63

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Administrative expenses include financial service fees — the cost recovery mechanism for certain central management and other similar costs — charged to the DiverseyLever Group by Unilever. These financial service fees comprise charges in respect of royalty and holding company charges, other allocated central corporate administrative and research costs and exchange differences on intra-group charges. The allocation of these financial service fees have either been directly attributed to individual operations of the DiverseyLever Group or, for costs incurred in each country, attributed between the relevant Unilever businesses and the DiverseyLever Group operations in that country. Financial service fees amounted to €31.6 million, €30.9 million and €31.1 million in 2001, 2000, and 1999, respectively, and were made up as follows for 2001 and 2000:

	Years ended 31 December
	2001 €m		2000 €m
Royalty and holding company charges	(10.6	)	(10.9	)
Corporate administrative and research costs	(20.3	)	(15.2	)
Exchange differences on intra-group charges	(0.7	)	(4.8	)
	(31.6	)	(30.9	)

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Operating costs include:
Staff costs (see note 4)	(510.7	)	(532.4	)	(475.8	)
Raw materials and packaging	(488.1	)	(501.5	)	(476.4	)
Amortisation of goodwill and intangibles	(2.7	)	(3.1	)	(2.0	)
Depreciation of owned tangible fixed assets	(74.9	)	(83.1	)	(48.5	)
Depreciation of tangible fixed assets held under finance leases	(6.9	)	(6.9	)	(3.1	)
Advertising and promotions	(21.0	)	(21.5	)	(19.7	)
Research and development	(30.3	)	(29.3	)	(32.3	)
Operating lease rentals:
—Plant and machinery	(20.0	)	(19.2	)	(14.0	)
—Other	(26.5	)	(27.4	)	(25.0	)
Remuneration of auditors:
—Audit fees	(0.8	)	(0.6	)	(0.7	)
—Non audit fees	(0.3	)	(1.5	)	(1.6	)

Audit fees include only amounts actually paid by individual operations in the relevant year. In some countries, audit fees are dealt with centrally by Unilever and are therefore not reflected in these accounts other than as part of financial service fees referred to above.

3    Directors’ emoluments

The DiverseyLever Group was not structured as a discrete legal group with a separate holding company during the periods covered by these special-purpose combined accounts. As a result, there were no directors during these periods and, accordingly, no directors’ remuneration information is disclosed.

Directors of entities comprising the DiverseyLever Group are employed and remunerated by the individual operations that form part of the DiverseyLever Group or are employed by Unilever. The cost of these services is included within administrative expenses.

F-64

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

4    Staff costs

	Years ended 31 December
	2001 ‘000s	2000 ‘000s	1999 ‘000s
Average number of employees during the year:
Europe	5.5	5.8	6.0
North America	2.7	2.9	3.2
Africa, Middle East and Turkey	0.5	0.5	0.5
Asia Pacific	1.1	1.1	1.1
Latin America	1.2	1.2	1.3
	11.0	11.5	12.1

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Staff costs:
Remuneration of employees	(470.5	)	(499.0	)	(445.5	)
Pension costs (see note 17)
—Defined benefit schemes
Regular cost	(21.8	)	(22.6	)	(19.7	)
Other	(13.4	)	(10.4	)	(4.7	)
Amortisation of surpluses/(deficits)	39.6		45.2		40.6
—Defined contribution schemes	(0.8	)	—		(0.2	)
Post-retirement health benefits	(2.9	)	(2.3	)	(2.3	)
Social security costs	(40.9	)	(43.3	)	(44.0	)
	(510.7	)	(532.4	)	(475.8	)

5    Exceptional items

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Included in operating profit:
Restructuring	(41.9	)	(104.0	)	(3.9	)
Other—net	8.2		1.2		6.9
	(33.7	)	(102.8	)	3.0
By geographical area:
Europe	(28.6	)	(51.7	)	3.3
North America	(5.1	)	(36.8	)	(2.8	)
Africa, Middle East and Turkey	0.1		(4.9	)	(0.5	)
Asia Pacific	(1.0	)	(3.3	)	2.2
Latin America	0.9		(6.1	)	0.8
	(33.7	)	(102.8	)	3.0

F-65

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

These amounts are mainly included in administrative expenses.

Exceptional items are those items within ordinary activities which because of their size or nature, are disclosed to give a proper understanding of the underlying results for the period.

In 2000 and 2001 all restructuring exceptional charges relate to the Unilever Path to Growth programme announced in February 2000. In the context of the DiverseyLever Group, this initiative consists of harmonising product portfolios, the rationalisation of manufacturing sites and sales and administration activities and disposal of non core operations. The programme is planned to be completed by 2004.

In 2000 the amounts charged to restructuring exceptional items include the following projects and costs:

· Harmonisation of product portfolios—costs include the write off of raw materials, packaging, finished goods and feeders.

· Rationalisation of the European sales and administration activities—costs are primarily redundancy and severance costs arising from a restructuring of these activities in Western Europe.

· Rationalisation of the European supply chain—costs are primarily in respect of asset write offs relating to the closure of a manufacturing site in the United Kingdom.

· Rationalisation of activities in developing markets—costs are primarily in respect of redundancies arising out of the rationalisation of sales and administration activities in 25 countries, and also include asset write downs arising from site disposals in Argentina, Brazil and Venezuela, as well as the closure of a manufacturing plant in Israel.

· Rationalisation and integration of the North American operations—costs are primarily in respect of the closure and reorganisation of manufacturing and warehousing sites in Canada and the United States together with the reorganisation of sales and administration activities across North America. Costs represent both fixed asset write offs and severance costs.

In 2000 restructuring exceptional items comprise (i) the write off and disposal of certain fixed assets of €22.1 million; (ii) the provision and write off of stock of €27.3 million; (iii) the provision for redundancy and severance costs in respect of approximately 900 people of €51.3 million; and (iv) other restructuring cost of €3.3 million.

In 2001 the amounts charged to restructuring exceptional items include the following projects and costs:

· Further rationalisation of the European supply chain—costs are primarily in connection with the closure announced in 2000 and asset write offs and redundancy payments due to the closure of another manufacturing site in the United Kingdom, reorganisation of production facilities in France and Italy and reorganisation of the warehousing and distribution operations in the UK and Ireland.

· Further rationalisation of the European sales and administration activities in Denmark, France, Italy, Spain and certain other countries—costs are primarily redundancy and severance payments arising from these activities.

F-66

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

· Further rationalisation of activities in developing markets—costs are primarily in respect of redundancies incurred in further reducing the sales and administration activities, principally in 7 countries.

· Integration of North American operations—costs are primarily in respect of charges for asset write offs in connection with the redesignation of a facility in Canada from manufacturing to warehousing, and severance and redundancy costs incurred as part of the North American integration project.

In 2001 restructuring exceptional items comprise (i) the write off and disposal of certain fixed assets of €12.7 million; (ii) the provision for redundancy and severance costs in respect of approximately 360 people of €21.2 million; and (iii) other restructuring cost of €8.0 million.

In 2001 other exceptional income-net primarily comprises the profit on disposal of businesses of €8.2 million (see note 20).

6    Interest

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Interest payable and similar charges:
Interest on loans from other Unilever group companies	(19.2	)	(21.2	)	(11.8	)
Interest on loans and overdrafts falling due within 5 years	(3.0	)	(4.3	)	(4.4	)
Finance charges payable under finance leases	(1.2	)	(1.6	)	(1.2	)
Interest payable	(23.4	)	(27.1	)	(17.4	)
Interest receivable and similar income:
Interest on loans to other Unilever group companies	1.1		0.5		—
Interest on bank balances	0.8		0.7		0.3
Interest receivable	1.9		1.2		0.3
Exchange differences	(0.5	)	0.6		(0.7	)
Net interest payable	(22.0	)	(25.3	)	(17.8	)

The basis on which the interest charge has been determined is set out in paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54. The interest charges set out above are not necessarily representative of the interest charges that would be incurred by the DiverseyLever Group under separate ownership.

F-67

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

7    Taxation

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Corporation tax on profit on ordinary activities
—United Kingdom Corporation tax at 30%	3.4		3.0		(4.6	)
—Overseas tax	(48.8	)	(15.3	)	(34.7	)
	(45.4	)	(12.3	)	(39.3	)
Of which, adjustments to previous years
—United Kingdom Corporation tax	(0.7	)	—		(1.7	)
—Overseas tax	(0.2	)	1.5		1.3
Of which, tax credits on exceptional items amounted to	10.0		36.0		0.8

Overseas tax for the year ended 31 December 2001 includes the DiverseyLever Group’s share of tax on joint ventures of €(0.5) million (2000 and 1999: €nil).

Deferred taxation has been included in the tax (charge)/credit on a partial provision basis for:

	Years ended 31 December
	2001 €m		2000 €m	1999 €m
Accelerated depreciation	(11.7	)	12.0	(1.6	)
Short-term and other timing differences	7.3		8.4	(19.8	)
	(4.4	)	20.4	(21.4	)

The basis on which the tax charge has been determined is set out in paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54. The tax charges set out above are not necessarily representative of the tax charges that would be incurred by the DiverseyLever Group under separate ownership.

Europe is the principal domestic tax base of the DiverseyLever Group. The reconciliation between the computed rate of income tax expense which is generally applicable to the DiverseyLever Group’s European companies and the actual rate of taxation charged in these special-purpose combined accounts, expressed in percentages of the profit of ordinary activities before taxation, is as follows:

	2001 %		2000 %		1999 %
Computed rate of tax (see below)	34.4		31.9		33.3
Differences due to:
—Other rates applicable to non-European countries	(1.8	)	(13.6	)	0.3
—Incentive tax credits	(0.3	)	(0.6	)	(0.1	)
—Withholding tax on dividends	0.6		1.8		0.2
—Adjustments to previous years	1.5		1.5		(1.4	)
—Other	3.2		41.4		5.6
—SSAP 15 adjustment	8.1		2.3		(2.8	)
Actual rate of tax	45.7		64.7		35.1

F-68

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

In the above reconciliation, the computed rate of tax is the average of the standard rate of tax applicable in the European countries in which the DiverseyLever Group operates, weighted by the amount of profit on ordinary activities before taxation generated in each of those countries.

Other differences in 2000 principally comprise the effect of non tax deductible restructuring charges which give rise to permanent timing differences.

8    Dividends

The following dividends were paid or payable to other Unilever group companies outside of the DiverseyLever Group, representing an aggregation of the actual dividends recorded in the accounts of the individual operations:

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Dividends	(28.1	)	(31.7	)	(25.8	)
	(28.1	)	(31.7	)	(25.8	)

9    Goodwill and intangible assets ^(a)

	At 31 December
	2001 €m	2000 €m
At cost less amortisation:
Goodwill	40.4	40.9
Intangible assets	2.7	3.5
	43.1	44.4
Movements during the years
	Goodwill €m	Intangibles €m
Cost
At 1 January 1999	37.5	—
Acquisitions/disposals	0.1	0.2
Currency retranslation	5.4	—
At 31 December 1999	43.0	0.2
Acquisitions/disposals	1.0	3.7
Currency retranslation	3.0	—
At 31 December 2000	47.0	3.9
Transfers (to)/from other Unilever businesses	—	(0.4	)
Currency retranslation	2.3	0.1
At 31 December 2001	49.3	3.6

F-69

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

	Goodwill €m		Intangibles €m
Amortisation
At 1 January 1999	1.2		—
Charged to profit and loss account	2.0		—
Currency retranslation	0.3		—
At 31 December 1999	3.5		—
Charged to profit and loss account	2.7		0.4
Currency retranslation	(0.1	)	—
At 31 December 2000	6.1		0.4
Charged to profit and loss account	2.4		0.3
Transfers (to)/from other Unilever businesses	—		0.2
Currency retranslation	0.4		—
At 31 December 2001	8.9		0.9
Net book value
31 December 1999	39.5		0.2
Net book value
31 December 2000	40.9		3.5
Net book value
31 December 2001	40.4		2.7

^(a) Arising on businesses purchased after 1 January 1998.

Intangible assets principally consist of trademarks.

10    Tangible fixed assets

	At 31 December
	2001 €m	2000 €m
At cost less depreciation:
Land and buildings (a)	95.5	102.3
Plant and machinery	243.4	252.7
	338.9	355.0
(a) includes: freehold land	15.6	16.7
Leasehold land—short-term	0.5	0.5
Commitments for capital expenditure at 31 December	2.5	3.6

F-70

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Movements during the years

	Land and buildings €m		Plant and machinery €m		Total €m
Cost
At 1 January 1999	155.1		386.6		541.7
Currency retranslation	11.3		28.9		40.2
Capital expenditure	8.4		67.3		75.7
Disposals	(15.3	)	(41.6	)	(56.9	)
Acquisition/disposal of operations	—		0.3		0.3
Other adjustments	1.0		(1.0	)	—
At 31 December 1999	160.5		440.5		601.0
Currency retranslation	4.2		11.1		15.3
Capital expenditure	3.1		84.9		88.0
Disposals	(3.2	)	(28.6	)	(31.8	)
Acquisition/disposal of operations	—		(0.1	)	(0.1	)
Other adjustments	0.8		(0.8	)	—
At 31 December 2000	165.4		507.0		672.4
Currency retranslation	1.9		4.6		6.5
Capital expenditure	5.7		68.4		74.1
Disposals	(6.0	)	(34.9	)	(40.9	)
Acquisition/disposal of operations	—		(6.0	)	(6.0	)
Other adjustments	0.1		(0.1	)	—
At 31 December 2001	167.1		539.0		706.1

F-71

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

	Land and buildings €m		Plant and machinery €m		Total €m
Depreciation
At 1 January 1999	48.1		168.5		216.6
Currency retranslation	1.5		10.7		12.2
Disposals	(6.6	)	(28.6	)	(35.2	)
Charged to profit and loss account (b)	3.9		47.7		51.6
Other adjustments	2.0		(2.0	)	—
At 31 December 1999	48.9		196.3		245.2
Currency retranslation	1.2		4.4		5.6
Disposals	—		(23.3	)	(23.3	)
Acquisition/disposal of operations	—		(0.1	)	(0.1	)
Charged to profit and loss account (b)	11.7		78.3		90.0
Other adjustments	1.3		(1.3	)	—
At 31 December 2000	63.1		254.3		317.4
Currency retranslation	1.0		1.3		2.3
Disposals	(2.1	)	(28.7	)	(30.8	)
Acquisition/disposal of operations	—		(3.5	)	(3.5	)
Charged to profit and loss account (b)	9.5		72.3		81.8
Other adjustments	0.1		(0.1	)	—
At 31 December 2001	71.6		295.6		367.2
31 December 1999—net book value	111.6		244.2		355.8
Includes payments on account and assets in course of construction	2.1		9.0		11.1
31 December 2000—net book value	102.3		252.7		355.0
Includes payments on account and assets in course of construction	0.8		14.9		15.7
31 December 2001—net book value	95.5		243.4		338.9
Includes payments on account and assets in course of construction	0.2		9.3		9.5

^(b) including in 2001 a charge of €12.7 million in respect of certain fixed assets written down to net realisable value in connection with restructuring projects (2000: €22.1 million; 1999: €0.6 million).

The above includes tangible assets held under finance leases at 31 December 2001 with a cost of €45.0 million (2000: €42.8 million) and accumulated depreciation of €23.2 million (2000: €18.6 million). Depreciation of €6.9 million (2000: €6.9 million; 1999: €3.1 million) has been charged against these assets in the year ended 31 December 2001.

F-72

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

11    Fixed investments

	At 31 December
	2001 €m		2000 €m
Share of joint ventures:
Assets (a)	23.0		—
Liabilities	(12.5	)	—
Net assets	10.5		—
Other fixed investments	0.1		0.1
Total (b)	10.6		0.1
Movements during the years:
At 1 January	0.1		0.1
Acquisitions/disposals (see note 20)	11.5		—
Currency retranslation	(0.7	)	—
Share of retained losses of joint ventures	(0.3	)	—
At 31 December	10.6		0.1

^(a) Includes goodwill of €3.2 million, the amortisation charge for which, taken within share of operating profit of joint ventures, was €0.5 million in 2001 (2000 and 1999: €nil). Goodwill is being amortised over a period of 5 years. During the year ended 31 December 2001, dividends from joint ventures amounted to €0.4 million (2000 and 1999: €nil).

^(b) All investments are unlisted.

12    Stocks

	At 31 December
	2001 €m	2000 €m
Raw materials and consumables	48.0	45.0
Finished goods and goods for resale	124.9	129.2
	172.9	174.2

F-73

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

13    Debtors

	At 31 December
	2001 €m	2000 €m
Due within one year:
Trade debtors	346.9	343.1
Other debtors	19.6	13.2
Prepayments and accrued income	12.3	13.6
Current taxes	6.8	12.2
	385.6	382.1
Due after more than one year:
Other debtors	5.5	2.0
Deferred taxation (see note 18)	26.4	26.5
	31.9	28.5
Total debtors	417.5	410.6

14    Net funds/(debt)

	At 31 December
	2001 €m		2000 €m
Current investments
Unlisted	0.8		0.7
	0.8		0.7
Cash at bank and in hand
On call and in hand	36.4		36.1
	36.4		36.1
Financial assets	37.2		36.8
Financial liabilities
Borrowings	(21.5	)	(16.2	)
Obligations under finance leases (see note 16)	(18.7	)	(24.5	)
Financial liabilities	(40.2	)	(40.7	)
Total net funds/(debt)	(3.0	)	(3.9	)

Current investments principally comprise short-term deposits.

F-74

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Except for the description of the DiverseyLever Group’s currency exposures set out below, all debtor and trade and other creditor balances (except for obligations under finance lease creditors) have been excluded from the analysis below and from the interest rate and currency profiles below and from the disclosures in note 15 either due to the exclusion of short-term items, as permitted by United Kingdom Financial Reporting Standard 13, or because the amounts are not material.

	At 31 December
	2001 €m		2000 €m
Financial liabilities—additional details
The repayments fall due as follows:
Amounts due within one year:
Bank loans and overdrafts	(21.5	)	(16.2	)
Obligations under finance leases	(8.5	)	(9.1	)
	(30.0	)	(25.3	)
Amounts due after more than one year:
Obligations under finance leases due after one year but within two years	(7.7	)	(9.0	)
Obligations under finance leases due after two years but within five years	(2.5	)	(6.4	)
	(10.2	)	(15.4	)
Total financial liabilities	(40.2	)	(40.7	)

There are no fixed repayment terms for borrowings and no security is given. No borrowings at 31 December 2001 and 2000 were secured.

The interest rate profiles of the DiverseyLever Group’s financial assets and liabilities analysed by principal currency are set out in the tables below. These tables take into account the various forward foreign currency contracts entered into by the DiverseyLever Group.

Interest rate profile and currency analysis of financial assets

	At 31 December
	Floating rate
	2001 €m	2000 €m
Euro	11.5	8.7
Sterling	10.1	8.1
US Dollar	—	0.3
Other	15.6	19.7
Total	37.2	36.8

The floating rate financial assets are at interest rates linked to either Euribor or Libor rates.

F-75

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Interest rate profile and currency analysis of financial liabilities

	At 31 December
	Fixed rate					Floating rate		Total
	€m		Weighted average interest rate		Weighted average fixed period
						€m		€m
2001
Euro	—		—		—	(8.0	)	(8.0	)
US Dollar	(9.0	)	4.0	%	2 years	(9.5	)	(18.5	)
Other	—		—		—	(13.7	)	(13.7	)
Total	(9.0	)				(31.2	)	(40.2	)
2000
Euro	—		—		—	(3.7	)	(3.7	)
US Dollar	(14.3	)	4.0	%	3 years	(9.6	)	(23.9	)
Other	—		—		—	(13.1	)	(13.1	)
Total	(14.3	)				(26.4	)	(40.7	)

The floating rate financial liabilities are at interest rates linked to either Euribor, Libor or US Prime Commercial paper rates.

15    Financial instruments

Under the Unilever Group’s foreign exchange policy, exposures with a maximum of one-year maturity are normally hedged; this is achieved through the use of forward foreign exchange contracts. The market value of these instruments at 31 December 2001 represented a deferred loss of €0.3 million (2000: €nil) which was largely offset by deferred gains on the underlying assets and liabilities.

Currency exposures of the DiverseyLever Group’s net monetary assets/(liabilities)

Unilever Group treasury manages the foreign exchange exposures that arise from the DiverseyLever Group’s financing activities in accordance with Unilever Group Policies.

The objectives of the Unilever Group’s foreign exchange policies are to allow companies to manage foreign exchange exposures that arise from trading activities effectively within a framework of control that does not expose the DiverseyLever Group to unnecessary foreign exchange risks. Companies are required to cover substantially all foreign exchange exposure arising from trading activities and each company operates within a specified maximum exposure limit. Compliance with the Unilever Group’s policies means that the net amount of monetary assets and liabilities at 31 December 2001 and 2000 that are exposed to currency fluctuations is not material.

F-76

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

The following table summarises the fair values and carrying amounts of the various classes of financial instruments as at 31 December:

	Fair value				Carrying amount
	2001 €m		2000 €m		2001 €m		2000 €m
Financial assets:
Current investments	0.8		0.7		0.8		0.7
Cash	36.4		36.1		36.4		36.1
	37.2		36.8		37.2		36.8
Financial liabilities:
Bank loans and overdrafts	(21.5	)	(16.2	)	(21.5	)	(16.2	)
Obligations under finance leases	(18.8	)	(23.8	)	(18.7	)	(24.5	)
	(40.3	)	(40.0	)	(40.2	)	(40.7	)
Derivatives:
Foreign exchange contracts
—assets	0.1		0.4		0.1		0.4
—liabilities	(0.4	)	(0.4	)	(0.4	)	(0.4	)
	(0.3	)	—		(0.3	)	—

Current investments, cash and bank loans and overdrafts have fair values which equate to their carrying amounts due to their short term nature. The fair value of obligations under finance leases has been determined by applying available market rates. The fair values of forward foreign exchange contracts represents the unrealised gain or loss on revaluation of the contracts to year-end rates of exchange.

16    Trade and other creditors

	At 31 December
	2001 €m	2000 €m
Due within one year:
Trade creditors	121.2	146.6
Obligations under finance leases	8.5	9.1
Taxation on profits	7.5	7.3
Other taxation and social security	17.9	16.8
Other creditors	13.2	6.5
Accruals and deferred income	94.4	90.2
	262.7	276.5

F-77

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

	At 31 December
	2001 €m	2000 €m
Due after one year:
Obligations under finance leases	10.2	15.4
Taxation on profits	7.2	10.0
Other creditors	13.5	10.4
Accruals and deferred income	8.0	6.0
	38.9	41.8
Total trade and other creditors	301.6	318.3
17    Pensions and similar obligations
	At 31 December
	2001 €m	2000 €m
These are predominantly long-term liabilities:
Unfunded pension schemes	66.6	63.3
Funded pension schemes	1.6	1.5
Post-retirement health benefits	32.7	29.4
	100.9	94.2

Movements during the years

	€m
At 1 January 1999	83.4
Currency retranslation	1.2
Profit and loss before amortisation of (surpluses)/deficits	26.9
Payments	(10.3	)
Amortisation of (surpluses)/deficits	(40.6	)
Other adjustments	29.1
At 31 December 1999	89.7
Currency retranslation	0.6
Profit and loss before amortisation of (surpluses)/deficits	35.3
Payments	(15.6	)
Amortisation of (surpluses)/deficits	(45.2	)
Other adjustments	29.4
At 31 December 2000	94.2
Currency retranslation	(1.3	)
Profit and loss before amortisation of (surpluses)/deficits	38.9
Payments	(14.6	)
Amortisation of (surpluses)/deficits	(39.6	)
Other adjustments	23.3
At 31 December 2001	100.9

F-78

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

The basis on which the pension charges and pension liabilities have been determined is set out in paragraphs 2 and 3, respectively, of ‘Accounting Information and Policies’ on pages F-52 to F-58. The pension charges and pension liabilities set out above are not necessarily representative of those that would be incurred by the DiverseyLever Group under separate ownership.

Further details of the DiverseyLever Group’s retirement benefits are set out in note 24.

18    Deferred taxation and other provisions

	At 31 December
	2001 €m		2000 €m
Deferred taxation on:
Accelerated depreciation	1.7		(10.0	)
Short-term and other timing differences	(28.1	)	(16.5	)
	(26.4	)	(26.5	)
Less: asset balances reclassified as debtors (see note 13)	26.4		26.5
	—		—
Restructuring provisions	20.2		20.3
Other provisions	11.1		14.1
	31.3		34.4
Unprovided deferred tax on:
Accelerated depreciation	8.4		12.0
Short-term and other timing differences	(37.9	)	(27.7	)
	(29.5	)	(15.7	)

F-79

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Movements during the years

	Deferred taxation assets €m		Deferred taxation provisions €m		Restructuring provisions €m		Other provisions €m		Total provisions €m
At 1 January 1999	(26.6	)	—		21.3		43.7		65.0
Currency retranslation	(1.3	)	—		1.7		0.8		2.5
Acquisition/disposal of operations	—		—		—		(1.1	)	(1.1	)
Profit and loss account	20.9		0.5		5.5		(5.7	)	0.3
New charges					6.0
Releases					(0.5	)
Utilisation and transfers	0.4		—		(21.9	)	(25.8	)	(47.7	)
At 31 December 1999	(6.6	)	0.5		6.6		11.9		19.0
Currency retranslation	—		—		(0.5	)	0.2		(0.3	)
Profit and loss account	(19.9	)	(0.5	)	26.5		3.7		29.7
New charges					28.4
Releases					(1.9	)
Utilisation and transfers	—		—		(12.3	)	(1.7	)	(14.0	)
At 31 December 2000	(26.5	)	—		20.3		14.1		34.4
Currency retranslation	(1.4	)	—		0.7		0.2		0.9
Profit and loss account	4.4		—		32.6		(1.3	)	31.3
New charges					33.9
Releases					(1.3	)
Utilisation and transfers	(2.9	)	—		(33.4	)	(1.9	)	(35.3	)
At 31 December 2001	(26.4	)	—		20.2		11.1		31.3

Restructuring provisions primarily include provisions for severance costs in connection with business reorganisations which have been announced. Other provisions primarily include warranty provisions arising on the acquisition of Diversey in 1996 and guarantees on cleaning machinery.

Restructuring provisions at 31 December 2001 amounted to €20.2 million, the cash impact of which is currently expected to be a cash outflow of €16.5 million in 2002 and €3.7 million thereafter. Other provisions at the end of 2001 amounted to €11.1 million, the cash impact of which is currently expected to be a cash outflow of €11.1 million in 2002.

19    Net investment of Unilever

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
At 1 January	155.0		177.7		75.9
Profit/(loss) of the year retained	24.5		(25.4	)	48.0
Less: Share of joint venture retained losses	(0.3	)	—		—
(Decrease)/increase in Unilever funding	(23.6	)	(1.2	)	63.0
Currency retranslation	(1.7	)	3.9		(9.2	)
At 31 December	153.9		155.0		177.7

F-80

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

The cumulative total amount of goodwill written off against net investment at 31 December 2001 is €573.0 million (2000: €561.0 million; 1999: €556.7 million).

20    Acquisitions and disposals

Acquisitions

The net assets and results of acquired businesses are included in the accounts from their respective dates of acquisition. The following tables set out the effect of acquisitions in 1999, 2000 and 2001 on the combined balance sheet. Acquisition accounting (or purchase accounting) has been applied in all cases. The fair values for all acquisitions are final.

1999

During 1999, the DiverseyLever Group acquired Suncoast Autochlor and minorities in Egypt for a total consideration of €1.8 million in cash. The book values of the net assets acquired have been restated to fair values as at the date of acquisition. The principal adjustments recognised the revaluation of tangible fixed assets together with an adjustment to provisions relating to the previous year’s acquisition of Americlean.

	Book value €m		Accounting policy adjustments €m	Revaluations €m		Fair value at date of acquisition €m
1999
Intangible assets	0.2					0.2
Tangible fixed assets	0.6			(0.3	)	0.3
Current assets	0.9			0.1		1.0
Creditors	(0.7	)				(0.7	)
Provisions for liabilities and charges	—			1.1		1.1
Net assets acquired	1.0		—	0.9		1.9
Goodwill						0.1
Consideration						2.0
Of which:
Cash						1.8
Current investments, cash deposits and borrowings of businesses acquired						0.2

F-81

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

2000

During 2000, the DiverseyLever Group acquired Global Hygienne Standard, Tego Hygiene and the acquisition of minorities in Israel for a total consideration of €3.2 million in cash. The book values of the net assets acquired have been restated to fair values as at the date of acquisition. The principal adjustments recognised the revaluation of assets. The accounting policy adjustment reflects the acquisition of minorities in Israel.

	Book value €m	Accounting policy adjustments €m		Revaluations €m		Fair value at date of acquisition €m
2000
Intangible assets	3.7					3.7
Tangible fixed assets	0.1					0.1
Current liabilities	—			(0.1	)	(0.1	)
Minority interests	—	(1.5	)			(1.5	)
Net assets acquired	3.8	(1.5	)	(0.1	)	2.2
Goodwill						1.0
Consideration						3.2
Of which:
Cash						3.2

2001

During 2001, the DiverseyLever Group acquired a 49.9% holding in Daisan Kogyo Co. Ltd, a joint venture in Japan for a total consideration of €11.5 million in cash. The book values of the net assets acquired have been restated to fair values as at the date of acquisition. The principal adjustment recognised the revaluation of fixed investments.

	Book value €m	Accounting policy adjustments €m	Revaluations €m	Fair value at date of acquisition €m
2001
Fixed investments acquired	7.3	—	1.0	8.3
Goodwill arising in joint ventures				3.2
Consideration				11.5
Of which:
Cash				11.5

F-82

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Disposals

The results of disposed businesses are included in the special-purpose combined accounts up to their date of disposal.

In 1999, disposed businesses principally comprise a water treatment business in Hong Kong and Singapore and Nalgo in France. In 2000, disposed businesses principally comprise the DiverseyLever Equipment business in Denmark and the DiverseyLever business in Bulgaria. In 2001, disposed businesses principally comprise the UBA business in Canada and the food and beverages business in Japan.

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Tangible fixed assets	2.5		0.1		—
Current assets	2.4		0.6		0.1
Creditors	(0.1	)	(0.2	)	—
Net assets sold	4.8		0.5		0.1
Profit/(loss) on disposal	8.2		(0.4	)	2.4
Consideration	13.0		0.1		2.5
Of which:
Cash	13.0		0.2		2.5
Cash balances of business sold	—		(0.1	)	—

Turnover and operating profit include €1.2 million and €0.2 million respectively, in respect of businesses disposed of in 2001.

21    Reconciliation of operating profit to operating cash flows

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Operating profit	120.8		44.3		130.0
Depreciation and amortisation	84.5		93.1		53.6
Changes in working capital
Stocks	1.3		29.1		23.4
Debtors	(13.1	)	(12.9	)	(0.9	)
Creditors	(5.2	)	10.4		17.2
Pension and similar provisions less payments	(15.4	)	(25.7	)	(22.9	)
Restructuring and other provisions less payments	0.6		17.9		(42.7	)
Elimination of (profits)/losses on disposal of businesses	(8.2	)	0.4		(2.4	)
Other adjustments	(3.0	)	(2.7	)	(1.0	)
Net cash inflow from operations before movements in balances with other Unilever businesses	162.3		153.9		154.3
Movements in balances with other Unilever businesses	(49.9	)	9.5		(51.2	)
Cash flow from operating activities	112.4		163.4		103.1

F-83

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

The movements in balances with other Unilever businesses includes movements in trading balances and other current account items, together with dividends and taxation payable to other Unilever businesses but excludes interest payable.

22    Analysis of cash flows for headings netted in the cash flow statement

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Returns on investment and servicing of finance:
Interest received	1.8		1.3		0.2
Interest paid	(22.7	)	(24.4	)	(16.4	)
Dividends and other payments to minority interests	(1.5	)	(1.2	)	—
Interest element of finance lease rental payments	(1.2	)	(1.6	)	(1.2	)
	(23.6	)	(25.9	)	(17.4	)
Capital expenditure and financial investment:
Purchase of tangible fixed assets	(75.1	)	(87.7	)	(77.0	)
Disposal of tangible fixed assets	11.8		10.3		18.0
Acquisition of fixed investments	—		—		(0.1	)
	(63.3	)	(77.4	)	(59.1	)
Acquisition and disposals:
Acquisition of group companies and joint ventures	(11.5	)	(3.2	)	(1.8	)
Cash balances of acquired companies	—		—		—
Disposal of group companies	13.0		0.2		2.5
Cash balances of businesses sold	—		(0.1	)	—
	1.5		(3.1	)	0.7
Management of liquid resources:
Purchase of current investments	(1.2	)	(0.8	)	(1.0	)
Sale of current investments	1.1		0.8		0.8
	(0.1	)	—		(0.2	)
Financing:
Increase in Unilever funding	(5.3	)	2.6		0.3
Issue of shares by group companies to minority shareholders	0.2		0.2		0.1
Debt due within one year:
Increases	6.3		4.6		5.5
Repayments	(5.2	)	(24.0	)	(6.5	)
Debt due after one year:
Repayments	—		—		(1.7	)
Capital element of finance leases	(10.1	)	(11.0	)	(6.4	)
	(14.1	)	(27.6	)	(8.7	)

F-84

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

23    Analysis of net funds/(debt)

	At 1 January 1999 €m		Cashflow €m		Acquisitions/ Disposals €m		Other Non-Cash Movements €m		Currency Movement €m		At 31 December 1999 €m
Cash on call and in hand	24.5		4.2		—		—		2.5		31.2
Overdrafts	(7.9	)	(1.8	)	—		—		(0.2	)	(9.9	)
	16.6		2.4		—		—		2.3		21.3
Borrowings due within one year	(14.0	)	1.0		(0.2	)	(12.9	)	(1.3	)	(27.4	)
Borrowings due after one year	(14.7	)	1.7		—		12.9		0.1		—
Finance lease obligations	(23.1	)	6.4		—		(1.6	)	(3.6	)	(21.9	)
	(51.8	)	9.1		(0.2	)	(1.6	)	(4.8	)	(49.3	)
Current investments	0.4		0.2		—		—		—		0.6
Net funds/(debt)	(34.8	)	11.7		(0.2	)	(1.6	)	(2.5	)	(27.4	)

	At 1 January 2000 €m		Cashflow €m	Acquisitions/ Disposals €m	Other Non-Cash Movements €m		Currency Movement €m		At 31 December 2000 €m
Cash on call and in hand	31.2		4.6	—	—		0.3		36.1
Overdrafts	(9.9	)	2.4	—	—		(0.3	)	(7.8	)
	21.3		7.0	—	—		—		28.3
Borrowings due within one year	(27.4	)	19.4	—	0.6		(1.0	)	(8.4	)
Borrowings due after one year	—		—	—	—		—		—
Finance lease obligations	(21.9	)	11.0	—	(12.0	)	(1.6	)	(24.5	)
	(49.3	)	30.4	—	(11.4	)	(2.6	)	(32.9	)
Current investments	0.6		—	—	—		0.1		0.7
Repayment notice required	—		—	0.1	—		(0.1	)	—
Net funds/(debt)	(27.4	)	37.4	0.1	(11.4	)	(2.6	)	(3.9	)

	At 1 January 2001 €m		Cashflow €m		Acquisitions/ Disposals €m	Other Non-Cash Movements €m		Currency Movement €m		At 31 December 2001 €m
Cash on call and in hand	36.1		0.1		—	—		0.2		36.4
Overdrafts	(7.8	)	(4.1	)	—	—		0.1		(11.8	)
	28.3		(4.0	)	—	—		0.3		24.6
Borrowings due within one year	(8.4	)	(1.1	)	—	—		(0.2	)	(9.7	)
Finance lease obligations	(24.5	)	10.1		—	(3.3	)	(1.0	)	(18.7	)
	(32.9	)	9.0		—	(3.3	)	(1.2	)	(28.4	)
Current investments	0.7		0.1		—	—		—		0.8
Net funds/(debt)	(3.9	)	5.1		—	(3.3	)	(0.9	)	(3.0	)

F-85

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

24    Retirement benefits

Retirement arrangements for the employees of the DiverseyLever Group are, in the majority of cases, provided through Unilever defined benefit schemes based on employee pensionable remuneration and length of service. These are either externally funded, with the assets of the scheme held separately from those of Unilever in independently administered funds, or are unfunded but with provisions maintained in the Unilever balance sheet. All are subject to regular actuarial review. Actuarial advice is provided by both external consultants and by actuaries employed by Unilever.

Actuarial valuations are usually carried out triennially using the projected unit method, with the aim of ensuring that as far as possible current and future regular charges to the profit and loss account remain a stable percentage of pensionable payroll. The actuarial assumptions used to calculate the benefit obligation vary according to the economic conditions of the country in which the scheme is situated. It is usually assumed that, over the long term, the annual rate of return on scheme investments will be higher than the annual increase in pensionable remuneration and in present and future pensions in payment.

In general, detailed accounting for these pensions arrangements takes place in Unilever businesses other than those operations included in these special-purpose combined accounts. The charge for the year in respect of individual operations of the DiverseyLever Group will be an allocation of the charge for the scheme as a whole.

In recent years a number of Unilever schemes, notably in the UK and the Netherlands have developed substantial actuarial surpluses. Accounting for the amortisation of these surpluses, other than the impact on contributions payable, is normally dealt with in the accounts of Unilever businesses not included in these accounts. However, an appropriate allocation of any amortisation has been included in these special-purpose combined accounts on the basis of pensionable payroll. For Unilever as a whole, and consequently for the DiverseyLever Group, pension costs and contributions have been reduced in recent years as a result of these surpluses.

For Unilever as a whole, the market value of the assets of externally funded defined benefits schemes at 31 December 2001 was €16,976 million (2000: €18,937 million; 1999: €17,948 million) and in addition there were net provisions in the Unilever accounts amounting to €2,401 million (2000: €2,458 million; 1999: €1,882 million). The level of funding of all defined benefit schemes at the date of the last valuations, in aggregate, was 120%, (2000: 121%; 1999: 122%). The level of funding represents the actuarial value of funds and the provisions held in the Unilever accounts at the dates of the most recent valuations expressed as a percentage of the value of benefits that accrued to members at those dates, after allowing for expected future increases in pensionable remuneration and pensions in the course of payment.

The average assumptions for valuing the principal plans, weighted by liabilities were:

	Years ended 31 December
	2001 %	2000 %
Interest rate	7.0	7.1
Salary increases	4.3	4.3
Pension increases	2.9	3.0

F-86

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Unilever also operates a number of defined contribution schemes. The assets of all such schemes are held in independently administered funds. The pension costs charged in these special-purpose combined accounts for individual operations of the DiverseyLever Group participating in such schemes represent contributions payable to the funds.

Unilever companies provide post-retirement health care benefits to a number of retired employees in certain countries, principally the United States, under several different plans which are predominantly unfunded. DiverseyLever operations in a number of countries participate in these plans.

In assessing the liability in respect of these benefits, advice is obtained from independent actuaries. For Unilever as a whole, the valuations assume that medical cost inflation will fall from its current level of approximately 7.5% over the next few years and reach a constant level of approximately 5% by the year 2006. The weighted average discount rate assumed at both 1 January 2001 and 31 December 2001 was approximately 7.5% and 7.25% respectively. In general, detailed accounting for these arrangements takes place in Unilever businesses other than those operations included in these special-purpose combined accounts. The charge for the year in respect of individual operations of the DiverseyLever Group will normally represent an allocation of the costs determined on a Statement of Financial Accounting Standards No. 106 (‘SFAS 106’) basis for the Unilever Group as a whole.

Further disclosures required in accordance with United Kingdom FRS 17:

FRS 17 requires certain additional disclosures with respect to retirement benefits. The required information is set out below and has been disclosed in respect of the Unilever Group as a whole.

In respect of the Unilever Group’s principal defined benefit pension plans and plans providing other post retirement benefits, the major actuarial assumptions at 31 December 2001, weighted by liabilities, were:

	Pensions		Other benefits
Discount rate	6.00	%	7.25	%
Rate of increase in salaries	3.50	%	4.50	%
Rate of increase for pensions in payment	2.00	%	N/a
Rate of increase for pensions in deferment (where provided)	1.50	%	N/a
Inflation assumption	2.25	%	N/a
Medical cost inflation	N/a		5.00	%

F-87

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

The assets, liabilities and surplus position of these Unilever plans and the expected rates of return were:

	Pensions value at 31 December 2001 €m		Other benefits value at 31 December 2001 €m		Long term rate of return expected at 31 December 2001 %
Equities	10,494		—		9.00
Bonds	4,138		—		5.50
Other	1,808		3		6.00
Total market value of assets	16,440		3		7.79
Present value of plan liabilities	(15,039	)	(1,171	)
Aggregate net surplus/(deficit) in the plans	1,401		(1,168	)
Irrecoverable surplus	(268	)	—
Related deferred tax (liability)/asset	(634	)	467
Net pension asset/(liability)	499		(701	)
Of which, in respect of funded plans in surplus:
Aggregate surplus	2,723
Irrecoverable surplus	(268	)
Related deferred tax liability	(832	)
Net pension asset	1,623
And, in respect of funded plans in deficit and unfunded plans:
Aggregate deficit	(1,322	)	(1,168	)
Related deferred tax asset	198		467
Net pension liability	(1,124	)	(701	)

The surplus in the plans is only recoverable to the extent that the Unilever Group can benefit from either refunds formally agreed or future contribution reductions. All risk benefits were valued using the expected cost of benefits payable in the year.

For the remaining Unilever defined benefit plans, the market value of assets as at 31 December 2001 was €536 million (2000: €487 million). At the most recent valuations, the aggregate deficit and unfunded obligations in these plans was €1,245 million. The related deferred tax amount was €388 million.

F-88

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

If the above amounts had been recognised in the Unilever Group’s accounts, the Unilever Group’s net assets and profit retained at 31 December 2001 would be as follows:

	Net assets €m		Profit retained €m
Unilever Group as reported	7,859		6,619
Add: SSAP 24 liability	2,842		2,817
Net assets/profit retained excluding pension liability	10,701		9,436
Less: FRS 17 pension liability	(1,059	)	(1,040	)
Net assets/profit retained including FRS 17 pension liability	9,642		8,396

25    Commitments

	At 31 December
	2001 €m	2000 €m
Long-term lease commitments under operating leases in respect of:
Land and buildings	102.4	105.9
Other tangible fixed assets	44.7	44.6
	147.1	150.5
The commitments fall due as follows:
Within 1 year	32.5	34.1
After 1 year but within 5 years	69.7	64.5
After 5 years	44.9	51.9
	147.1	150.5

Finance lease obligations are disclosed in notes 14 and 16.

26    Contingent liabilities

Contingent liabilities at 31 December 2001 amounting to €1.0 million (2000: €3.5 million, 1999: €2.1 million) mainly arise from trade bill guarantees which are not expected to give rise to any material loss.

27    Related party transactions

Transactions and balances with other Unilever businesses

Throughout the period covered by these special-purpose combined accounts, the individual operations of the DiverseyLever Group have entered into a number of transactions with other Unilever businesses. Substantially all of these transactions are exempt from the disclosure provisions of FRS 8 “Related Party Disclosures” as they have been undertaken between subsidiaries of Unilever, where 90% or more of whose voting rights are controlled within the group, and are eliminated in the  

F-89

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

consolidated accounts of Unilever. However, brief details of the nature of these transactions are set out below.

DiverseyLever Group products are sold to other Unilever businesses and the aggregate value of such sales in each of the years covered by these special-purpose combined accounts is set out in note 1. The DiverseyLever Group also purchases products from other Unilever businesses.

In a number of territories, individual operations trade from sites shared with or operated by other Unilever businesses. In addition, some sites owned by the DiverseyLever Group are used by other Unilever businesses. The related rental charges and income are included in operating costs.

Certain individual operations receive from or provide to other Unilever businesses administration or similar support services. The related charges and income are included within operating costs. Individual operations also participate in a number of joint purchasing arrangements with other Unilever businesses.

The DiverseyLever Group uses central management and research and development services provided by the Unilever corporate headquarters. The aggregate charges for such services for each of the years covered by these special-purpose combined accounts are set out in note 2. The individual operations in certain countries also utilise central management services provided by Unilever in those countries.

DiverseyLever Group employees participate in a number of pension schemes and other employee benefit arrangements operated by other Unilever businesses. Further details of these arrangements are set out in note 24.

The individual operations which comprise the DiverseyLever Group are included in a number of Unilever tax groupings and the basis on which the tax charge in these special-purpose combined accounts has been determined is described in paragraph 2 of ‘Accounting Information and Policies’ on pages F-52 to F-54. Tax receipts or payments to other Unilever businesses that arise from these tax arrangements are dealt with through current accounts.

Individual operations in a number of countries participate in cash sweep arrangements operated by Unilever and receive part of their funding through current accounts with other Unilever businesses.

The DiverseyLever Group is also financed through a combination of long-term loans and share capital invested by Unilever. Interest charges and dividend payments to other Unilever businesses are set out in notes 6 and 8 respectively. Dividend payments are generally dealt with through current accounts.

The transactions described above give rise to unsettled balances between individual operations of the DiverseyLever Group and Unilever businesses at each year end. These amounts have been aggregated and included in the balance sheet. The gross amounts receivable and payable by the DiverseyLever Group are as follows:

	At 31 December
	2001 €m		2000 €m		1999 €m
Receivable	43.7		33.2		15.8
Payable	(451.7	)	(433.3	)	(370.6	)
	(408.0	)	(400.1	)	(354.8	)

F-90

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

28    Principal group companies and operations

The companies and operations listed below are those which in the opinion of DiverseyLever Group management principally affect the amount of profit and assets shown in these DiverseyLever Group special-purpose combined accounts. DiverseyLever Group management consider that those companies and operations not listed are not significant in relation to the DiverseyLever Group as a whole. Unless otherwise indicated the companies are incorporated and/or principally operate in the countries under which they are shown. The letters PLC or NV after the name of each company indicate whether the shares are held directly or indirectly by Unilever PLC and/or by Unilever NV. The percentage of equity capital directly or indirectly held by PLC or NV is shown in the margin, except where it is 100%. All percentages are rounded down to the nearest whole number.

All subsidiaries are wholly owned by Unilever except where shown otherwise.

(a) Legal entities included in the DiverseyLever Group

% owned	Country	PLC/NV	Unit Name
Europe
	Czech Republic	NV	DiverseyLever s.r.o.
	France	NV	DiverseyLever S.A.
	Germany	NV	DiverseyLever GmbH
			Diversey GmbH
			Dubois Chemie GmbH
99%	Ireland	PLC	Diversey (Ireland) Limited
	Italy	NV	DiverseyLever SpA
	The Netherlands	NV	DiverseyLever B.V.
			DiverseyLever International B.V.
	Poland	NV	DiverseyLever Sp. z.o.o.
60%	Portugal	NV	DiverseyLever Sistemas de Higiene e Limpeza S.A.
	Spain	NV	DiverseyLever S.A.
	Sweden	NV	DiverseyLever AB
	Switzerland	NV	DiverseyLever AG
	UK	PLC	DiverseyLever Limited
North America
	USA	NV (75%); PLC (25%)	DuBois International Inc.
	USA	NV (75%); PLC (25%)	DiverseyLever, Inc.
Asia Pacific
	Australia	PLC	DiverseyLever Australia Pty Limited
	Hong Kong	PLC	DiverseyLever (Hong Kong) Limited
			Weiss Chemicals (China) Limited
			Weiss Investment Limited
	Japan	NV	DiverseyLever KK Limited
70%	Malaysia	PLC	DiverseyLever (Malaysia) Sdn. Bhd
	New Zealand	PLC	DiverseyLever New Zealand Limited
	Philippines	PLC	DiverseyLever (Philippines) Corp.

F-91

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

(a) Legal entities included in the DiverseyLever Group (Continued)

% owned	Country	PLC/NV	Unit Name
Latin America
99%	Argentina	NV	DiverseyLever de Argentina S.A.
99%	Chile	NV	DiverseyLever S.A.
99%	Guatemala	NV	DiverseyLever Centroamerica S.A.
	Jamaica	NV	Wyandotte Chemicals Jamaica Limited
			DiverseyLever Jamaica Limited
	Mexico	NV	Lever Industrial Mexico S.A. de C.V.
	Peru	NV	DiverseyLever Peru SAC
Middle East
	Turkey	NV	Diversey Kimya Sanayi ve Ticaret AS
	UAE	PLC	DiverseyLever Gulf FZE
	Israel	PLC	DiverseyLever Israel Limited
Africa
	Egypt	PLC	DiverseyLever Egypt Limited
	Kenya	PLC	DiverseyLever East Africa Limited
99%	Morocco	PLC	DiverseyLever Maroc S.A.
	South Africa	PLC	DiverseyLever (Proprietary) Limited

(b) DiverseyLever Group operations that form part of other Unilever legal entities

% owned	Country	PLC/NV	Unit Name
	Austria	NV	Osterreichische Unilever GmbH
	Belgium	NV	NV Unilever Belgium S.A.
	Brazil	NV	Unilever Brazil Ltda
	Canada	PLC	UL Canada Inc.
	Colombia	NV	Unilever Andina Colombia S.A.
	Denmark	NV	Unilever Danmark A/S
	Finland	NV	Suomen Unilever OY
	Greece	NV	Unilever Hellas AEBE
	Hungary	NV	Unilever Magyarorszog Kft
51%	India	PLC	Hindustan Lever Limited
85%	Indonesia	PLC	PT Unilever Indonesia Tbk
	Puerto Rico	NV	Unilever de Puerto Rico, Inc.
	Romania	NV	Unilever South Central Europe Srl
	Russia	NV	Unilever Sng
	Singapore	PLC	Unilever Singapore Pte Limited
	Slovak Republic	NV	Unilever Slovensko Spol s.r.o/
	Sweden	NV	Unilever Invest AB
	Slovenia	NV	Unilever Slovenia d.o.o.
	Taiwan	NV	Unilever Taiwan Limited
	Thailand	NV	Unilever Thai Holdings Limited
	Venezuela	NV	Unilever Andina S.A.

(c) Joint ventures included in the DiverseyLever Group

% owned	Country	PLC/NV	Unit Name
49%	Japan	NV	Daisan Kogyo Co. Ltd

F-92

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

29    Subsequent events

On 20 November 2001, Unilever announced a definitive agreement to sell DiverseyLever to Johnson Wax Professional. The total value of the transaction to Unilever is $1.6 billion (€1.75 billion). Unilever will retain a one-third holding in the combined business for five years. The transaction, which is subject to regulatory approval and normal consultative procedures, is expected to be completed in the first half of 2002.

F-93

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Summary of significant differences between UK and US generally accepted accounting principles

The special-purpose combined accounts have been prepared and presented in accordance with UK GAAP, which differs in certain significant respects from US GAAP. Certain differences between UK GAAP and US GAAP relevant to the DiverseyLever Group are summarised below. These differences principally relate to the following items and the effect on net profit (net income) and net investment of Unilever (stockholders’ equity) is set out below.

	Years ended 31 December
Effect on net income of differences between UK GAAP and US GAAP	2001 €m		2000 €m		1999 €m
Net profit as reported in the profit and loss accounts	52.6		6.3		73.8
US GAAP adjustments:
Goodwill amortisation	(20.5	)	(20.4	)	(18.9	)
Identifiable intangibles amortisation	(6.3	)	(6.4	)	(5.9	)
Restructuring costs	(3.9	)	3.9		—
Interest capitalisation	0.8		0.7		0.7
Retirement benefits	5.5		6.9		(1.5	)
Software capitalisation	13.6		8.9		3.0
Software amortisation	(6.6	)	(3.7	)	(2.8	)
Deferred taxation	10.8		4.6		(2.9	)
Taxation effect of above adjustments	(2.8	)	(6.0	)	0.2
Net decrease	(9.4	)	(11.5	)	(28.1	)
Net income/(loss) under US GAAP	43.2		(5.2	)	45.7

	At 31 December
Effect on stockholders’ equity of differences between UK GAAP and US GAAP	2001 €m		2000 €m
Net investment of Unilever as reported in the balance sheets	153.9		155.0
US GAAP adjustments:
Goodwill capitalisation	294.0		301.9
Identifiable intangibles capitalisation	94.2		98.6
Restructuring costs	—		3.9
Interest capitalisation	5.1		4.3
Retirement benefits	29.3		25.2
Software capitalisation	25.3		14.6
Software amortisation	(8.8	)	(5.2	)
Deferred taxation	29.5		15.7
Taxation effect of above adjustments	(18.1	)	(17.5	)
Net increase	450.5		441.5
Stockholders’ equity under US GAAP	604.4		596.5

F-94

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

The special-purpose combined accounts of the DiverseyLever Group have been prepared in accordance with accounting principles generally accepted in the United Kingdom which differ in certain significant respects from those generally accepted in the United States. The principal differences are  discussed below.

Goodwill and identifiable intangibles

Prior to 1 January 1998, the DiverseyLever Group wrote off goodwill and identifiable intangible assets arising on the acquisition of new interests in group companies directly to net investment in the year of acquisition.

Under US GAAP, goodwill and identifiable intangibles, principally trademarks, are capitalised and amortised over their estimated useful lives.

Subsequent to 1 January 1998, the DiverseyLever Group capitalised and amortised goodwill and identifiable intangibles over their estimated useful economic life in accordance with United Kingdom Financial Reporting Standard 10 ‘Goodwill and Intangible Assets’. Consequently there are no differences between UK and US GAAP in accounting for goodwill and identifiable intangible assets arising on acquisitions after 1 January 1998 in these special-purpose combined accounts.

Restructuring costs

Under UK GAAP, certain restructuring costs relating to employee terminations are recognised when a restructuring plan has been publicly announced.

Under US GAAP, additional criteria must be met before such charges are recognised.

Exceptional items

Under UK GAAP exceptional items are items which derive from events or transactions that fall within the ordinary activities of the reporting entity which individually or, if of a similar type, in aggregate, need to be disclosed by virtue of their size or incidence.

Under US GAAP only items which are deemed unusual in nature and infrequent in occurrence (not reasonably expected to recur in the foreseeable future) qualify for presentation as “extraordinary” items and which are presented below income before extraordinary items in the statement of profit and loss. Restructuring costs, disclosed as an exceptional operating expense under UK GAAP, do not meet the criteria for presentation as an extraordinary item under US GAAP.

Interest capitalisation

As permitted under UK GAAP, the DiverseyLever Group treats all interest costs as a charge to the profit and loss account in the period they are incurred.

Under US GAAP, interest incurred during the construction period of tangible fixed assets is capitalised and depreciated over the expected useful life of the tangible fixed asset to which it relates.

F-95

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

Retirement benefits

Under UK GAAP the expected cost of providing retirement benefits are charged to the profit and loss account over the periods benefiting from the employees’ services. Variations from expected cost are normally spread over the average remaining service lives of current employees.

Under US GAAP pension costs and liabilities are calculated in accordance with Statement of Financial Accounting Standards No. 87 (‘SFAS 87’), which requires the use of a prescribed actuarial method and a set of measurement principles.

Software capitalisation

Under UK GAAP, costs incurred to develop software for internal use are expensed in the profit and loss account in the period in which they are incurred.

Under US GAAP, internal-use software costs incurred during the preliminary project and post-implementation/operation stages are expensed as incurred, whilst costs incurred during the application and development stages are capitalised and amortised over the expected useful life of the software.

Deferred taxation

Under UK GAAP, a provision is recorded for deferred taxation under the liability method, at the expected applicable rates, to the extent that such taxation is expected to crystallise within the foreseeable future. This means that the full potential liability is not necessarily provided. Additionally, deferred tax assets are recognised only when they are expected to be recoverable within the foreseeable future.

Under US GAAP, deferred taxation is provided for on a full liability basis. Under the full liability method, deferred taxation assets or liabilities are recognised for differences between the financial and taxation basis of assets and liabilities and for tax loss carry forwards at the statutory rates expected to be in effect when the temporary differences reverse and then adjusted through a charge to income if the tax rates change. A valuation allowance is established when it is more likely than not that some portion or all of the deferred taxation assets will not be realised.

Cash flow statement

Under US GAAP cash and cash equivalents comprise cash balances and current investments with an original maturity (at the date of investment) of less than three months. Under UK GAAP, cash includes only cash in hand or available on demand less bank overdrafts. Under US GAAP bank overdrafts are treated as a financing activity.

Movements in those current investments which are included under the heading of cash and cash equivalents under US GAAP form part of the movement entitled ‘Management of liquid resources’ in the cash flow statements. At 31 December 2001, the balance of such investments was €0.8 million (2000: €0.7 million, 1999: €0.6 million).

F-96

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

There are also certain differences in classification of items within the cash flow statement between  UK and US GAAP. Under UK GAAP, cash flows are presented in the following categories; (i) operating activities; (ii) returns on investments and servicing of finance; (iii) taxation; (iv) capital expenditure and financial investment; (v) acquisitions and disposals; (vi) management of liquid resources; and (vii) financing activities.

Cash flows from taxation, returns on investments, and servicing of finance would be, with the exception of any interest paid but capitalised, included as operating activities under US GAAP. Capitalised interest would be included under investing activities for US GAAP. Additionally, under US GAAP cash flows from the purchase and sale of tangible fixed assets and the sale of debt and equity investments would be shown within investing activities.

A summary of the DiverseyLever Group’s operating, investing and financing activities on a UK GAAP basis but classified in accordance with US GAAP presentation, is presented below:

	Years ended 31 December
	2001 €m		2000 €m		1999 €m
Net cash flow from operating activities	57.7		115.1		69.7
Net cash flow from investing activities	(61.8	)	(80.5	)	(58.4	)
Net cash flow from financing activities	0.1		(27.6	)	(8.9	)
Net movement in cash and cash equivalents	(4.0	)	7.0		2.4

Recently issued accounting pronouncements

SFAS 141 ‘Business Combinations’ and SFAS 142 ‘Goodwill and Other Intangible Assets’

In June 2001, the FASB issued Statement No. 141, ‘Business Combinations’ (‘SFAS 141’), and Statement No. 142, ‘Goodwill and Other Intangible Assets’ (‘SFAS 142’). SFAS 141 applies to all business combinations with a closing date after 30 June 2001. This Statement eliminates the pooling-of-interests method of accounting and further clarifies the criteria for recognition of intangible assets separately from goodwill.

SFAS 142 eliminates the amortisation of goodwill and certain intangible assets and initiates an annual review for impairment, as measured under US GAAP. The amortisation provisions apply to goodwill and other intangibles acquired after 30 June 2001. Goodwill and other intangibles acquired prior to 30 June 2001 will be affected upon adoption. The impact of these standards on the DiverseyLever Group has not been reflected in the ‘Summary of differences between UK and US generally accepted accounting principles’ section of these special-purpose combined accounts.

F-97

DIVERSEYLEVER GROUP

SPECIAL-PURPOSE COMBINED ACCOUNTS—(Continued)

For the 3 years ended 31 December 2001, 2000 and 1999

SFAS 143 ‘Accounting for Asset Retirement Obligations’

In August 2001, the FASB issued Statement No. 143, ‘Accounting for Asset Retirement Obligations’ (‘SFAS 143’). This statement is effective for fiscal years beginning after 15 June 2002 and requires that obligations associated with the retirement of a tangible long-lived asset to be recorded as a liability when those obligations are incurred, with the amount of the liability initially measured at fair value. Upon initially recognising a liability for an asset retirement obligation, an entity must capitalise  the cost by recognising an increase in the carrying amount of the related long-lived asset. The impact of this standard on the DiverseyLever Group has not been reflected in the ‘Summary of differences between UK and US generally accepted accounting principles’ section of these special-purpose combined accounts.

SFAS 144 ‘Accounting for the Impairment or Disposal of Long-Lived Assets’

In October 2001, the FASB issued Statement No. 144, ‘Accounting for the Impairment or Disposal of Long-Lived Assets’ (‘SFAS 144’). SFAS 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell and eliminates the requirement that discontinued operations be measured at net realisable value or that entities be included under ‘discontinued operations’ in the financial statements amounts for operating losses that have not yet occurred. Additionally, SFAS 144 expands the scope of discontinued operations to include all components of an entity with operations that (a) can be distinguished from the rest of the entity and (b) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS 144 is effective for financial statements issued for fiscal years beginning after 15 December 2001 and, generally, its provisions are to be applied prospectively. The impact of this standard on the DiverseyLever Group has not been reflected in the ‘Summary of differences between UK and US generally accepted accounting principles’ section of these special-purpose combined accounts.

United States EITF 00-10 ‘Accounting for Shipping and Handling Fees and Costs’

United States EITF 00-10 ‘Accounting for Shipping and Handling Fees and Costs’ issued November 2000 provides guidance on accounting classification for shipping and handling revenues and costs. The application of EITF 00-10 would not have a material effect on the DiverseyLever Group’s financial position or results of operations.

United States EITF 01-09 ‘Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products’

United States EITF 01-09 ‘Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Products’ issued January 2002 codifies and reconciles the consensus on certain interpretative issues, primarily United States EITF 00-14, 00-22 and 00-25 which address the recognition, measurement and profit and loss account classification of certain sales incentives. The required implementation date of this pronouncement would be 1 January 2002 except for certain provisions which would have been effective as of 1 April 2001. The application of EITF 01-09 would not have a material effect on the DiverseyLever Group’s results of operations.

F-98

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS

For the three months ended 31 March 2002 and 2001

Profit and Loss Accounts (Unaudited)

		Three months ended 31 March
	Notes	2002 €m		2001 €m
				Restated
Total turnover	4	437.8		445.6
Less: Share of turnover of joint ventures		(6.2	)	—
Group turnover		431.6		445.6
Operating costs	5	(417.0	)	(410.6	)
Group operating profit		14.6		35.0
Less: share of operating loss of joint ventures		(0.1	)	—
Operating profit	4	14.5		35.0
Operating profit before exceptional items	4	24.9		33.1
Exceptional items	6	(10.4	)	1.9
Interest—net		(2.8	)	(6.6	)
Profit on ordinary activities before taxation		11.7		28.4
Taxation	7	(0.5	)	(10.7	)
Profit on ordinary activities after taxation		11.2		17.7
Minority interests		(0.3	)	(0.2	)
Net profit		10.9		17.5
Dividends		(21.7	)	(4.2	)
(Loss)/profit of the period retained		(10.8	)	13.3

Earnings per share information has not been presented as the DiverseyLever Group was a fully integrated business of Unilever and therefore does not have a defined capital structure.

All operations are continuing.

The restatement results from the implementation of UK FRS19 (see note 3).

The notes on pages F-102 to F-111 form an integral part of these unaudited special-purpose interim condensed combined accounts.

Statements of Total Recognised Gains and Losses (Unaudited)

	Three months ended 31 March
	2002 €m	2001 €m
		Restated
Net profit	10.9	17.5
Currency retranslation	1.1	1.7
Total recognised gains relating to the period	12.0	19.2

The restatement results from the implementation of UK FRS19 (see note 3).

The notes on pages F-102 to F-111 form an integral part of these unaudited special-purpose interim condensed combined accounts.

F-99

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

Balance Sheets (Unaudited)

		At 31 March		At 31 December
	Notes	2002 €m		2001 €m
				Restated
Fixed assets		389.7		392.6
Goodwill and intangible assets		43.0		43.1
Tangible fixed assets		336.2		338.9
Fixed investments		10.5		10.6
Current assets
Stocks	10	181.1		172.9
Debtors		449.3		458.4
Current investments		1.0		0.8
Cash at bank and in hand		31.0		36.4
Total current assets		662.4		668.5
Creditors due within one year		(298.7	)	(284.2	)
Borrowings		(22.5	)	(21.5	)
Trade and other creditors		(276.2	)	(262.7	)
Net current assets		363.7		384.3
Total assets less current liabilities		753.4		776.9
Creditors due after more than one year		(42.1	)	(38.9	)
Provisions for liabilities and charges		(150.4	)	(143.6	)
Pensions and similar obligations		(104.7	)	(100.9	)
Deferred taxation and other provisions		(45.7	)	(42.7	)
Net assets		560.9		594.4
Net investment
Funding		134.8		141.7
Reserves		22.1		41.7
Net investment of Unilever		156.9		183.4
Net amounts owed to other Unilever businesses		400.7		408.0
Net investment before minorities		557.6		591.4
Minority interests		3.3		3.0
Net investment		560.9		594.4

The restatement results from the implementation of UK FRS19 (see note 3).

The notes on pages F-102 to F-111 form an integral part of these unaudited special-purpose interim condensed combined accounts.

The unaudited special-purpose interim condensed combined accounts were approved by the Board of Directors of Unilever and the Senior Vice President-Finance of the DiverseyLever Group:

Director:  R H P Markham	Senior Vice President-Finance:  D G Kennedy
31 May 2002

F-100

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

Cash Flow Statements (Unaudited)

		Three months ended 31 March
	Notes	2002 €m		2001 €m
Cash flow from operating activities	9	3.9		22.6
Returns on investment and servicing of finance		(2.7	)	(6.7	)
Taxation		6.8		(2.5	)
Capital expenditure and financial investment		(13.4	)	(16.7	)
Acquisitions and disposals		—		11.9
Cash flow before management of liquid resources and financing		(5.4	)	8.6
Management of liquid resources		(0.1	)	(0.2	)
Financing		(6.1	)	(2.6	)
Increase/(decrease) in cash in the period		(11.6	)	5.8

Reconciliation of cash flow to movement in net funds/(debt)

	Three months ended 31 March
	2002 €m		2001 €m
Increase/(decrease) in cash in the period	(11.6	)	5.8
Cash flow from movement in borrowings and lease financing	6.1		2.7
Cash flow from movement in liquid resources	0.1		0.2
Change in net funds/(debt) resulting from cash flows	(5.4	)	8.7
New finance leases	(2.3	)	(2.4	)
Currency retranslation	0.3		(1.2	)
Change in net funds/(debt) in the period	(7.4	)	5.1
Net funds/(debt) at beginning of period	(3.0	)	(3.9	)
Net funds/(debt) at end of period	(10.4	)	1.2

The notes on pages F-102 to F-111 form an integral part of these unaudited special-purpose interim condensed combined accounts.

F-101

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

Notes to the Unaudited Special-Purpose Interim Condensed Combined Accounts

1    Business description

The DiverseyLever Group was a fully integrated business of Unilever. The DiverseyLever Group has manufacturing facilities and selling activities throughout the world and comprised the institutional and industrial cleaning business of Unilever.

Relationships with Unilever are of particular significance for the business operations of the DiverseyLever Group. The DiverseyLever Group has relied on Unilever and other Unilever group companies to provide certain services including, but not limited to, treasury, legal, tax planning and compliance, and other support services, as necessary.

The DiverseyLever Group comprises a number of companies and operations (together “the operations”) which are included within these unaudited special-purpose interim condensed combined accounts.

2    Basis of preparation

The unaudited special-purpose interim condensed combined accounts are not prepared under section 226 of the United Kingdom Companies Act 1985 and have been prepared under the historical cost convention and, in all material respects, in accordance with United Kingdom Accounting Standards solely for the use of the directors of Unilever. The Principal Accounting Policies, which have been applied consistently for the periods covered by the unaudited special-purpose interim condensed combined accounts, are set out within the audited DiverseyLever Group special-purpose combined accounts for the three years ended 31 December 2001, except for the policy in respect of Deferred Taxation (see note 3). A summary of significant differences arising from the application of United States generally accepted accounting principles (“US GAAP”) is set out on pages F-110 and F-111.

As a fully integrated business of Unilever, the DiverseyLever Group did not prepare separate accounts in accordance with generally accepted accounting principles in the United Kingdom (“UK GAAP”) in the normal course of operations. Accordingly, the unaudited special-purpose interim condensed combined accounts have been derived by extracting certain assets, liabilities, and revenues and expenses of the DiverseyLever Group from the assets, liabilities, and revenues and expenses reflected in the accounting records of Unilever. The unaudited special-purpose interim condensed combined accounts have been prepared for the purposes of presenting, as far as practicable, the financial position, results of operations and cash flows, of the DiverseyLever Group on a stand-alone basis.

The unaudited special-purpose interim condensed combined accounts of the DiverseyLever Group reflect assets, liabilities and revenues and expenses directly attributable to the DiverseyLever Group as well as allocations deemed reasonable by management of the DiverseyLever Group and the directors of Unilever necessary to present the financial position, results of operations and cash flows of the DiverseyLever Group on a stand-alone basis, for the periods presented. Costs have been allocated to the DiverseyLever Group from Unilever and Unilever group companies using various allocation methodologies, including, but not limited to, personnel costs, turnover and working capital. Although management is unable to estimate the actual costs that would have been incurred if the services performed by Unilever and Unilever group companies had been purchased from independent third parties, management considers the allocations to be reasonable.

F-102

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

However, the financial position, results of operations and cash flows of the DiverseyLever Group are not necessarily representative or indicative of those that would have been achieved had the DiverseyLever Group operated autonomously or as an entity independent from Unilever.

Details of the significant carve-out methodologies and their basis of preparation are consistent with those set out in the audited DiverseyLever Group special-purpose combined accounts for the three years ended 31 December 2001.

3    Principal accounting policies

A summary of the principal accounting policies, all of which have been applied consistently throughout the periods presented, is set out within the audited DiverseyLever Group special-purpose combined accounts for the three years ended 31 December 2001, except for the policy in respect of Deferred Taxation.

From 1 January 2002, the DiverseyLever Group has adopted UK Financial Reporting Standard 19 (FRS 19) ‘Deferred Taxation’ which requires full provision to be made for deferred taxes. The DiverseyLever Group had previously provided for deferred taxes on a partial provision basis in accordance with UK Statement of Standard Accounting Practice 15. The impact of adoption of this standard has been reflected in the periods covered by these unaudited special-purpose interim condensed combined accounts by means of prior period adjustments to the balance sheet as at 31 December 2001 and the profit and loss account for the three months ended 31 March 2001.

The implementation of FRS 19 has resulted in a restatement of €29.5 million to the ‘Net Investment of Unilever’ as at 31 December 2001, an increase to ‘Debtors’ of €40.9 million comprising an increase in deferred tax assets, and an increase to ‘Deferred Taxation and Other Provisions’ of €11.4 million comprising an increase in deferred tax liabilities. The tax charge for the three months ended 31 March 2001 has been reduced by €0.8m as a result of a decrease in the deferred tax charge.

These unaudited special-purpose interim condensed combined accounts reflect all adjustments which are, in the opinion of the directors of Unilever and management of DiverseyLever Group, necessary to arrive at a fair statement of the results for the interim periods presented. Such accounts may not be necessarily indicative of annual results.

F-103

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

4    Segmental information

Turnover

	Three months ended 31 March
	2002 €m	2001 €m
By geographical area:
Europe	229.4	239.3
North America	119.3	122.8
Africa, Middle East and Turkey	22.2	19.9
Asia Pacific	38.4	32.2
Latin America	28.5	31.4
Total turnover	437.8	445.6

The analysis of turnover by geographical area is stated on the basis of origin. Turnover on a destination basis would not be materially different.

Sales to other Unilever businesses were €6.0 million and €8.4 million for the three months ended 31 March 2002 and 31 March 2001 respectively.

The DiverseyLever Group’s share of turnover from joint ventures arises predominantly in the Asia Pacific area.

Operating profit

	Three months ended 31 March
	2002 €m		2001 €m
By geographical area:
Europe	20.5		25.8
North America	(0.8	)	1.4
Africa, Middle East and Turkey	1.1		0.7
Asia Pacific	1.3		1.9
Latin America	2.8		3.3
Operating profit before exceptional items	24.9		33.1
Exceptional items (see note 6)	(10.4	)	1.9
Operating profit	14.5		35.0

The Diversey Lever Group’s share of operating loss from joint ventures arises predominantly in the Asia Pacific area.

F-104

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

Net operating assets

	At 31 March	At 31 December
	2002 €m	2001 €m
By geographical area:
Europe	253.3	249.2
North America	177.2	189.9
Africa, Middle East and Turkey	23.4	26.6
Asia Pacific	31.7	32.2
Latin America	17.9	22.2
	503.5	520.1

Net operating assets are goodwill and intangible assets, tangible fixed assets, stocks and third party debtors less trade and other third party creditors (excluding taxation on profits and dividends) and less provisions for liabilities and charges other than deferred taxation.

Net amounts owed to/(receivable from) other Unilever businesses

	At 31 March		At 31 December
	2002 €m		2001 €m
By geographical area:
Europe	191.0		185.1
North America	203.8		210.2
Africa, Middle East and Turkey	13.2		12.7
Asia Pacific	21.3		20.9
Latin America	(28.6	)	(20.9	)
	400.7		408.0

F-105

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

5    Operating costs

	Three months ended 31 March
	2002 €m		2001 €m
Cost of sales	(187.0	)	(190.8	)
Distribution and selling costs	(163.8	)	(161.7	)
Administrative expenses	(66.2	)	(58.1	)
	(417.0	)	(410.6)

Gross profit was €244.6 million and €254.8 million for the three months ended 31 March 2002 and 31 March 2001 respectively.

Administrative expenses include financial service fees – the cost recovery mechanism for certain central management and other similar costs – charged to the DiverseyLever Group by Unilever. Financial service fees amounted to €7.5 million and €7.4 million for the three months ended 31 March 2002 and 31 March 2001 respectively.

Depreciation and amortisation charges included in operating costs in the period were made up as follows:

	Three months ended 31 March
	2002 €m		2001 €m
Amortisation of goodwill and intangibles	(0.7	)	(0.7	)
Depreciation of owned tangible fixed assets(a)	(16.1	)	(19.8	)
Depreciation of tangible fixed assets held under finance leases	(1.8	)	(1.7	)
	(18.6	)	(22.2	)

^(a) Including a charge of €0.5 million and €3.6 million for the three months ended 31 March 2002 and 31 March 2001 respectively, in respect of certain fixed assets written down to net realisable value in connection with restructuring projects.

F-106

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

6    Exceptional items

	Three months ended 31 March
	2002 €m		2001 €m
Included in operating profit:
Restructuring	(10.4	)	(5.6	)
Other – net	—		7.5
	(10.4	)	1.9
By geographical area:
Europe	(9.4	)	(4.6	)
North America	(1.0	)	6.5
Africa, Middle East and Turkey	—		—
Asia Pacific	—		—
Latin America	—		—
	(10.4	)	1.9

These amounts are mainly included in administrative expenses.

Exceptional items principally relate to the Unilever Path to Growth programme announced in February 2000. In the context of the DiverseyLever Group, this initiative consists of harmonising product portfolios, the rationalisation of manufacturing sites and sales and administration activities and disposal of non core operations. The programme is planned to be completed by 2004. In the three months ended 31 March 2001, other exceptional income – net principally comprises the profit on disposal of businesses.

7    Taxation

The tax charge for the three months ended 31 March 2002 comprises a current period charge of €4.2 million, and an adjustment to previous periods of €3.7 million credit principally arising from the settlement of certain outstanding tax claims in the UK.

8    Acquisitions and disposals

In January 2001, Unilever sold its UBA business in Canada for €12.1 million. There were no acquisitions in the three months ended 31 March 2001.

In the three months ended 31 March 2002, there were no acquisitions or disposals.

F-107

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

9    Reconciliation of operating profit to operating cash flows

	Three months ended 31 March
	2002 €m		2001 €m
Operating profit	14.6		35.0
Depreciation and amortisation	18.6		22.2
Changes in working capital
Stocks	(6.6	)	(3.1	)
Debtors	7.0		(1.8	)
Creditors	15.6		17.1
Pension and similar provisions less payments	(5.9	)	(3.7	)
Restructuring and other provisions less payments	4.8		(5.5	)
Elimination of profits on disposal of businesses	—		(7.5	)
Other adjustments	—		(3.3	)
Net cash inflow from operations before movements in balances with other Unilever businesses	48.1		49.4
Movements in balances with other Unilever businesses	(44.2	)	(26.8	)
Cash flow from operating activities	3.9		22.6

The movements in balances with other Unilever businesses includes movements in trading balances and other current account items, together with dividends and taxation payable to other Unilever businesses but excludes interest payable.

F-108

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

10    Stocks

	At 31 March	At 31 December
	2002 €m	2001 €m
Raw materials and consumables	48.5	48.0
Finished goods and goods for resale	132.6	124.9
	181.1	172.9

11    Contingent liabilities

Contingent liabilities amounting to €1.7 million and €1.0 million as at 31 March 2002 and 31 December 2001 respectively, mainly arise from trade bill guarantees which are not expected to give rise to any material loss.

12    Subsequent events

On 20 November 2001, Unilever announced a definitive agreement to sell DiverseyLever to Johnson Wax Professional. The total value of the transaction to Unilever is US$1.6 billion (€1.75 billion). Unilever will retain a one-third holding in the combined business for five years. The transaction was completed on 3 May 2002.

F-109

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

Summary of significant differences between UK and US GAAP (unaudited)

The unaudited special-purpose interim condensed combined accounts have been prepared and presented in accordance with UK GAAP, which differs in certain significant respects from US GAAP. Certain differences between UK GAAP and US GAAP relevant to the DiverseyLever Group are summarised below. Complete descriptions of these differences are set out within the audited DiverseyLever Group special-purpose combined accounts for the three years ended 31 December 2001. These differences principally relate to the following items and the effect on net profit (net income) and net investment of Unilever (stockholders’ equity) is set out below.

	Three months ended 31 March
Effect on net income of differences between UK GAAP and US GAAP	2002 €m		2001 €m
			Restated
Net profit as reported in the profit and loss accounts	10.9		17.5
US GAAP adjustments:
Goodwill amortisation	0.6		(5.0	)
Identifiable intangibles amortisation	0.1		(1.6	)
Restructuring costs	—		(2.7	)
Interest capitalisation	0.2		0.2
Retirement benefits	3.4		1.7
Software capitalisation	2.5		3.3
Software amortisation	(2.2	)	(1.4	)
Taxation effect of above adjustments	(1.3	)	(0.2	)
Net increase/(decrease)	3.3		(5.7	)
Net income under US GAAP	14.2		11.8

	At 31 March		At 31 December
Effect on stockholders’ equity of differences between UK GAAP and US GAAP	2002 €m		2001 €m
			Restated
Net investment of Unilever as reported in the balance sheets	156.9		183.4
US GAAP adjustments:
Goodwill capitalisation	289.3		294.0
Identifiable intangibles capitalisation	94.1		94.2
Interest capitalisation	5.3		5.1
Retirement benefits	32.7		29.3
Software capitalisation	27.9		25.3
Software amortisation	(11.1	)	(8.8	)
Taxation effect of above adjustments	(19.3	)	(18.1	)
Net increase	418.9		421.0
Stockholders’ equity under US GAAP	575.8		604.4

The restatement results from the implementation of UK FRS19 (see note 3).

F-110

DIVERSEYLEVER GROUP

UNAUDITED SPECIAL-PURPOSE INTERIM CONDENSED COMBINED ACCOUNTS—(Continued)

For the three months ended 31 March 2002 and 2001

Additionally, under US GAAP various items would be reclassified within the unaudited special-purpose interim condensed combined cash flow statement. In particular, interest received, interest paid and taxation would be part of net cash flow from operating activities, and dividends paid would be included within net cash flow from financing. In addition, under US GAAP cash and cash equivalents comprise cash balances and current investments with an original maturity at the date of investment of less than three months. Under the DiverseyLever Group’s presentation, cash and current investments include investments with an original maturity of up to one year. Movements in those current investments which would be included under the heading of ‘Cash and cash equivalents’ under US GAAP form part of the movement entitled ‘Management of liquid resources’ in the unaudited special-purpose interim condensed combined cash flow statement. At 31 March 2002 and 31 December 2001, the balance of such investments was €1.0 million and €0.8 million, respectively.

The DiverseyLever Group has applied the provisions of SFAS 142 ‘Goodwill and Other Intangible Assets’ in this statement as from 1 January 2002. SFAS 142 eliminates the amortisation of goodwill and identifiable intangible assets that have indefinite useful lives and initiates an annual review for impairment, as measured under US GAAP. The DiverseyLever Group does not have any intangible assets with a finite useful life. Accordingly, any amortisation charge recorded under UK GAAP in relation to goodwill and intangible assets has been reversed in arriving at US GAAP net income for the three months ended 31 March 2002. If SFAS 142 had been applicable for the three months ended 31 March 2001, the impact on US GAAP net income would have been an increase of €7.3 million. The indefinite life intangible assets consist primarily of trademarks.

The implementation of UK FRS 19 (see note 3) has eliminated the difference between UK and US GAAP in respect of deferred taxation. As a result of the prior period restatements under UK GAAP, the divergence statements for the balance sheet as at 31 December 2001 and the profit and loss account for the three months ended 31 March 2001 have also been restated.

In August 2001, the FASB issued Statement No. 143, ‘Accounting for Asset Retirement Obligations’ (‘SFAS 143’). This statement is effective for fiscal years beginning after 15 June 2002 and requires that obligations associated with the retirement of a tangible long-lived asset to be recorded as a liability when those obligations are incurred, with the amount of the liability initially measured at fair value. Upon initially recognising a liability for an asset retirement obligation, an entity must capitalise the cost by recognising an increase in the carrying amount of the related long-lived asset. The impact of this standard on the DiverseyLever Group has not been reflected in the ‘Summary of significant differences between UK and US GAAP’ section of these unaudited special-purpose interim condensed combined accounts.

F-111

Until            , 2002, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

$300,000,000 9.625 % Senior Subordinated Notes due 2012

€225,000,000 9.625% Senior Subordinated Notes due 2012

JohnsonDiversey, Inc.

Offer to Exchange Its 9.625% Senior Subordinated Notes Due 2012, Series B for

any and all of Its Outstanding 9.625% Senior Subordinated Notes Due 2012

PROSPECTUS

        , 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

California

California General Corporation Law:

Section 317 of the California General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors, officers, employees or other agents of the corporation, or a person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative, permitting reimbursement of expenses, including, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification, where the agent has been successful in defending against the corporation in the action, as well as payment of fines, judgments, settlements and other amounts reasonably and actually incurred in connection with the proceeding, provided that the person acted in good faith and in a manner that the person reasonably believed to be in the best interests of the corporation, or, in the case of a criminal proceeding, had no reasonable belief that the conduct in question was unlawful. However, these provisions will not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, regardless of the fact that the person is also an agent of the corporation. In addition, a corporation must indemnify against expenses actually and reasonably incurred in a proceeding, to the extent that the person is successful on the merits in defense of any threatened, pending or completed proceeding.

Under California law, any indemnification shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct, by any of the following:

(1)    a majority vote of a quorum of directors not party to the proceeding;

(2)    where such a quorum is not obtainable, independent legal counsel in a written opinion;

(3)    approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote on the matter; or

(4)    the court in which the proceeding is or was pending upon application by the corporation, or agent, or the attorney rendering services in connection with the defense of the proceeding, whether or not the application is opposed by the corporation.

A corporation has the power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify that agent under Section 317.

Under Section 204 of the California General Corporation Law, corporations are permitted to provide for indemnification provisions in addition to those of Section 317 in the bylaws of the corporation. Except where indemnification is mandatory, no indemnification under Section 317 shall be made that is inconsistent with any other articles, bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the cause of action, which otherwise limits or prohibits indemnification or would be inconsistent with a condition expressly imposed by a court in approving a settlement.

II-1

Chemical Methods Associates, Inc.

The certificate of incorporation of Chemical Methods Associates, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of Chemical Methods Associates permit the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director or an officer of the corporation, or is or was serving at the request of the corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Further, the bylaws permit the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or an officer of the corporation, or is or was serving at the request of the corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of California or the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which the Court of Chancery or the other court shall deem proper.

Notwithstanding the above, the bylaws of Chemical Methods Associates provide, except for proceedings to enforce rights to indemnification, the corporation shall not be obligated to indemnify any person in connection with a proceeding initiated by such person unless such proceeding was authorized in advance, or consented to, by the board of directors of Chemical Methods Associates. Finally, to the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection with that action, suit or proceeding.

Chemical Methods Leasco, Inc.

The certificate of incorporation of Chemical Methods Leasco, Inc. contains no provisions concerning the indemnification of directors and officers. The bylaws of Chemical Methods Leasco permit the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

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Further, the corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action if he acted in good faith, in a manner he believed to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification may be made under this paragraph:

· in respect to any claim as to which the person is adjudged to be liable to the corporation in the performance of his duty to the corporation unless and only to the extent that the court in which the proceeding is or was pending determines that, in view of all the circumstances of the case, that person is fairly and reasonable entitled to indemnity for those expenses the court determines;

· of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; and

· of expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of with or without court approval.

To the extent that the director, officer, employee or other agent of the corporation has been successful on the merits in defense of any proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection with that proceeding.

Under the bylaws of Chemical Methods Leasco, any indemnification shall be made by the corporation only if authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct, by:

(1)    a majority vote of a quorum of directors not party to the proceeding;

(2)    approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote on the matter; or

(3)    the court in which the proceeding is or was pending upon application by the corporation, or agent, or the attorney rendering services in connection with the defense of the proceeding, whether or not the application is opposed by the corporation.

Cayman Islands

Cayman Islands law does not specifically limit the extent to which a company’s articles of association may provide for the indemnification of officers and directors, except to the extent that such provision may be held by the Cayman Islands courts to be contrary to public policy (e.g., for purporting to provide indemnification against the consequences of committing a crime). In addition, an officer or director may not be able to enforce indemnification for his own dishonesty or willful neglect or default.

Johnson Diversey Cayman, Inc.

The memorandum and articles of association of Johnson Diversey Cayman, Inc. permit the company to indemnify any director, officer or agent of the company against any liability incurred by him as a result of any act or failure to act in carrying out his function other than any liability that he may incur by his own willful neglect or default.

II-3

Delaware

Delaware General Corporation Law

The Delaware General Corporation Law permits a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In any threatened, pending or completed action by or in the right of the corporation, a corporation also may indemnify any such person for costs actually and reasonably incurred by him in connection with that action’s defense or settlement, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; however, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that a court shall determine that the indemnity is proper.

The Delaware General Corporation Law also permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the Delaware General Corporation Law.

Under the Delaware General Corporation Law, any indemnification shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made:

(1)    by a majority vote of the directors who are not parties to the action, suit or proceeding;

(2)    by a committee of directors designated by a majority vote of directors who are not parties to the action, suit or proceeding, even if less than a quorum;

(3)    if there are no such directors, or if the directors so direct, by independent legal counsel in a written opinion; or

(4)    by the stockholders.

JohnsonDiversey, Inc.

The certificate of incorporation of JohnsonDiversey, Inc. contains no provisions concerning the indemnification of directors and officers. JohnsonDiversey’s bylaws provide that the corporation will indemnify each person who was or is made a party, or is threatened to be made a party to, or is involved in any action, suit or proceeding, by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise to the full

II-4

extent permitted by the laws of the State of Delaware against all expenses, liabilities and losses; provided, however, that the corporation will indemnify any such person seeking indemnification in connection with a proceeding initiated by that person only if the proceeding was authorized by the board of directors of JohnsonDiversey.

The Butcher Company

The certificate of incorporation of The Butcher Company contains no provisions concerning the indemnification of directors and officers. The Butcher Company’s bylaws provide that the corporation will indemnify any director or officer against any liabilities, and will advance any reasonable expenses, incurred by him in any proceeding to which he is a party because he is or was a director or officer of the corporation.

Integrated Sanitation Management, Inc.

The certificate of incorporation of Integrated Sanitation Management, Inc. provides that the corporation will indemnify any person who is a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was a director, officer or employee of the corporation or of another corporation or enterprise at the request of the corporation to the full extent permitted by the laws of the State of Delaware. The bylaws of Integrated Sanitation Management provide that the corporation will indemnify each person who was or is made a party, or is threatened to be made a party to, or is involved in any action, suit or proceeding, by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted by the laws of the State of Delaware against all expenses, liabilities and losses reasonably incurred or suffered by that person; provided, however, that the corporation will indemnify any such person seeking indemnification in connection with a proceeding initiated by that person only if the proceeding was authorized by the board of directors of the corporation.

Johnson Diversey Puerto Rico, Inc.

The certificate of incorporation of Johnson Diversey Puerto Rico, Inc. provides that the corporation will indemnify each person who is, was or has agreed to become a director or officer of the corporation, or each such person who is or was serving or who had agreed to serve at the request of the board of directors or an officer of the corporation as an employee or agent of the corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by the Delaware General Corporation Law or any other applicable laws. In addition, the bylaws of Johnson Diversey Puerto Rico permit the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director or an officer of the corporation, or is or was serving at the request of the corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Further, the bylaws permit the corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or

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an officer of the corporation, or is or was serving at the request of the corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, against expenses actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which the Court of Chancery or the other court shall deem proper.

Notwithstanding the above, the bylaws of Johnson Diversey Puerto Rico provide, except for proceedings to enforce rights to indemnification, the corporation shall not be obligated to indemnify any person in connection with a proceeding initiated by such person unless such proceeding was authorized in advance, or consented to, by the board of directors of Johnson Diversey Puerto Rico. Finally, to the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses actually and reasonably incurred by him in connection with that action, suit or proceeding.

Johnson Diversey Shareholdings, Inc.

The indemnification provisions concerning directors and officers in the certificate of incorporation and bylaws of Johnson Diversey Shareholdings, Inc. are identical to those provisions in the certificate of incorporation and bylaws of Johnson Diversey Puerto Rico as described above.

Johnson Diversey Wax Shareholdings, Inc.

The indemnification provisions concerning directors and officers in the certificate of incorporation and bylaws of Johnson Diversey Wax Shareholdings, Inc. are identical to those provisions in the certificate of incorporation and bylaws of Johnson Diversey Puerto Rico as described above.

Professional Shareholdings, Inc.

The certificate of incorporation of Professional Shareholdings, Inc. contains no provisions concerning the indemnification of directors and officers. Professional Shareholdings’ bylaws provide that the corporation will indemnify each person who was or is made a party, or is threatened to be made a party to, or is involved in any action, suit or proceeding, by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted by the laws of the State of Delaware against all expenses, liabilities and losses actually and reasonably incurred by that person in connection with the proceeding; provided, however, that the corporation will indemnify any such person seeking indemnification in connection with a proceeding initiated by that person only if the proceeding was authorized by the board of directors of the corporation.

Whitmire Micro-Gen Research Laboratories, Inc.

The indemnification provisions concerning directors and officers in the certificate of incorporation and bylaws of Whitmire Micro-Gen Research Laboratories, Inc. are identical to those provisions in the certificate of incorporation and bylaws of Professional Shareholdings as described above.

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Delaware Limited Liability Company Act

Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to any standards and restrictions, if any, set forth in a limited liability company’s operating agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Auto-C, LLC

The operating agreement of Auto-C, LLC provides that the company will indemnify its member, the affiliates of the member and the officers of the company (each an “Indemnified Person”) against any and all losses, claims, damages, expenses, and liabilities that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation, or termination of the company, or the Indemnified Person’s acting as a member under the operating agreement, or the authorized actions of the Indemnified Person in connection with the conduct of the affairs of the company, including, indemnification against negligence, gross negligence, or breach of duty; provided, however, that an Indemnified Person shall not be entitled to indemnification if and to the extent that the liability results from:

(1)    any act or omission of the Indemnified Person that involves actual fraud or willful misconduct; or

(2)    any transaction from which the Indemnified Person derived improper personal benefit.

JD Real Estate Subsidiary, LLC

The indemnification provisions in the operating agreement of JD Real Estate Subsidiary, LLC are identical to the indemnification provisions in the operating agreement of Auto-C, LLC as described above.

Johnson Diversey Subsidiary #1 LLC

The indemnification provisions in the operating agreement of Johnson Diversey Subsidiary #1 LLC are identical to the indemnification provisions in the operating agreement of Auto-C, LLC as described above.

Prism Sanitation Management, LLC

The bylaws/operating agreement of Prism Sanitation Management, LLC permit the company, to the full extent permitted by law, to indemnify an officer against any and all liabilities, and to advance any and all reasonable expenses, incurred by the officer in any proceeding to which he is a party by reason of the fact that he is or was an officer of the company.

Nevada

Nevada General Corporation Law

Nevada General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

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Nevada General Corporation Law also provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the paragraphs above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

JWP Investments, Inc.

The articles of incorporation of JWP Investments, Inc. contain no provisions concerning the indemnification of directors and officers. The bylaws of JWP Investments permit the corporation, to the full extent permitted by Nevada General Corporation Law, to indemnify its directors and officers against any and all liabilities, and to advance any and all reasonable expenses, incurred by the directors or officers in any proceeding to which any director or officer is a party by reason of the fact that he is or was a director or officer of the corporation.

Ohio

Ohio General Corporation Law

The Ohio General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful.

Under the Ohio General Corporation Law, a corporation may also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager or agent of another corporation, limited

II-8

liability company, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent, the court in which the action or suit was brought determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

To the extent that a director, trustee, officer, employee, member, manager or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the paragraphs above, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the action, suit or proceeding.

DuBois International, Inc.

The certificate of incorporation and regulations of DuBois International, Inc. contain no provisions concerning the indemnification of directors and officers.

Wisconsin

The Wisconsin Business Corporation Law requires a corporation to indemnify a director or officer, to the extent he is successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding, if he was a party to the proceeding because he is a director or officer of the corporation. In all other cases, the corporation is required to indemnify a director or officer against liability incurred by that person in a proceeding to which he was a party because he is a director or officer of the corporation, unless liability was incurred because he breached or failed to perform a duty owed to the corporation and the breach or failure to perform constitutes:

(1)    a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest;

(2)    a violation of criminal law, unless the director or officer had reasonable cause to believe his conduct was lawful or no reasonable cause to believe that his conduct was unlawful;

(3)    a transaction from which the director or officer derived an improper personal profit; or

(4)    willful misconduct.

The Wisconsin Business Corporation Law also provides that, subject to certain limitations, the mandatory indemnification provisions described above do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under the articles of incorporation or bylaws of the corporation, a written agreement between the director or officer and the corporation, or a resolution of the board of directors or the shareholders.

Unless otherwise provided in the corporation’s articles of incorporation or bylaws, or by written agreement between the director or officer and the corporation, a director or officer seeking indemnification is entitled to indemnification if approved in any of the following manners:

(1)    by majority vote of a quorum of the board of directors consisting of disinterested directors. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee of the board of directors consisting of two or more disinterested directors;

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(2)    by independent legal counsel selected by a quorum of the board of directors or a committee described in subparagraph (1) above;

(3)    by a panel of three arbitrators, one of which is chosen by disinterested directors as described above;

(4)    by the vote of the shareholders, provided that shares owned by or under control of persons who are parties to the same or related proceedings may not be voted;

(5)    by a court; or

(6)    by any other method permitted by the Wisconsin Business Corporation Law.

Johnson Polymer, Inc.

The articles of incorporation of Johnson Polymer, Inc. contain no provisions concerning the indemnification of directors and officers. The bylaws of Johnson Polymer permit the corporation, to the full extent permitted by Wisconsin Business Corporation Law, to indemnify its directors and officers against any and all liabilities, and to advance any and all reasonable expenses, incurred by the directors or officers in any proceeding to which any director or officer is a party by reason of the fact that he is or was a director or officer of the corporation.

U S Chemical Corporation

The articles of incorporation of U S Chemical Corporation contain no provisions concerning the indemnification of directors and officers. The bylaws of U S Chemical Corporation permit the corporation to indemnify each person who was or is made a party, or is threatened to be made a party to, or is involved in any action, suit or proceeding, by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise to the full extent permitted by Wisconsin Business Corporation Law, against all expenses, liabilities and losses reasonably incurred that person in connection with the proceeding; provided, however, that the corporation may indemnify any such person seeking indemnification in connection with a proceeding initiated by that person only if the proceeding was authorized by the board of directors of the corporation.

Item 21.    Exhibits.

Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation of JohnsonDiversey, Inc.
3.2	Certificate of Formation of Auto-C, LLC
3.3	Certificate of Incorporation of The Butcher Company
3.4	Amended and Restated Articles of Incorporation of Chemical Methods Associates, Inc.
3.5	Articles of Incorporation of Chemical Methods Leasco, Inc.
3.6	Articles of Incorporation of DuBois International, Inc.
3.7	Certificate of Incorporation of Integrated Sanitation Management, Inc.
3.8	Certificate of Formation of JD Real Estate Subsidiary, LLC

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3.9	Memorandum and Articles of Association of Johnson Diversey Cayman, Inc.
3.10	Certificate of Incorporation of Johnson Diversey Puerto Rico, Inc.
3.11	Certificate of Incorporation of Johnson Diversey Shareholdings, Inc.
3.12	Certificate of Formation of Johnson Diversey Subsidiary #1 LLC
3.13	Articles of Incorporation of Johnson Polymer, Inc.
3.14	Certificate of Incorporation of Johnson Wax Diversey Shareholdings, Inc.
3.15	Articles of Incorporation of JWP Investments, Inc.
3.16	Certificate of Formation of Prism Sanitation Management, LLC
3.17	Certificate of Incorporation of Professional Shareholdings, Inc.
3.18	Articles of Incorporation of U S Chemical Corporation
3.19	Certificate of Incorporation of Whitmire Micro-Gen Research Laboratories, Inc.
3.20	Bylaws of JohnsonDiversey, Inc.
3.21	Amended and Restated Operating Agreement of Auto-C, LLC
3.22	Bylaws of The Butcher Company
3.23	Bylaws of Chemical Methods Associates, Inc.
3.24	Bylaws of Chemical Methods Leasco, Inc.
3.25	Regulations of DuBois International, Inc.
3.26	Bylaws of Integrated Sanitation Management, Inc.
3.27	Amended and Restated Operating Agreement of JD Real Estate Subsidiary, LLC
3.28	Bylaws of Johnson Diversey Puerto Rico, Inc.
3.29	Bylaws of Johnson Diversey Shareholdings, Inc.
3.30	Amended and Restated Operating Agreement of Johnson Diversey Subsidiary #1 LLC
3.31	Bylaws of Johnson Polymer, Inc.
3.32	Bylaws of Johnson Wax Diversey Shareholdings, Inc.
3.33	Bylaws of JWP Investments, Inc.
3.34	Bylaws of Prism Sanitation Management, LLC
3.35	Bylaws of Professional Shareholdings, Inc.
3.36	Bylaws of U S Chemical Corporation
3.37	Bylaws of Whitmire Micro-Gen Research Laboratories, Inc
4.1	Indenture between JohnsonDiversey, Inc. and each of the guarantors named therein and BNY Midwest Trust Company, as trustee, dated as of May 3, 2002, relating to the $300,000,000 9.625% Senior Subordinated Notes due 2012
4.2	Indenture between JohnsonDiversey, Inc. and each of the guarantors named therein and The Bank of New York, as trustee, dated as of May 3, 2002, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012
4.3	Form of $300,000,000 9.625% Series B Senior Subordinated Notes due 2012 (filed as Exhibit A1 to Exhibit 4.1)

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4.4	Form of €225,000,000 9.625% Series B Senior Subordinated Notes due 2012 (filed as Exhibit A1 to Exhibit 4.2)
4.5	Exchange and Registration Rights Agreement among JohnsonDiversey, Inc. and Goldman, Sachs & Co., Salomon Smith Barney Inc., Banc One Capital Markets, Inc., ABN AMRO Incorporated and The Royal Bank of Scotland plc, as representatives for the purchasers, dated May 3, 2002, relating to the $300,000,000 9.625% Senior Subordinated Notes due 2012
4.6	Exchange and Registration Rights Agreement among JohnsonDiversey, Inc. and Goldman, Sachs & Co., Salomon Smith Barney Inc., Banc One Capital Markets, Inc., ABN AMRO Incorporated and The Royal Bank of Scotland plc, as representatives for the purchasers, dated May 3, 2002, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012
5.1	Opinion of Jones, Day, Reavis & Pogue†
10.1	Purchase Agreement among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of November 20, 2001*
10.2	First Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of February 11, 2002
10.3	Second Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of April 5, 2002
10.4	Third Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of May 3, 2002*
10.5	Master Sales Agency Agreement among Unilever N.V., Unilever PLC and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), dated as of May 3, 2002*
10.6	Stockholders’ Agreement among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), Commercial Markets Holdco, Inc. and Marga B.V., dated as of May 3, 2002
10.7	Credit Agreement, dated as of May 3, 2002, among JohnsonDiversey, Inc., Johnson Wax Professional, Inc., Johnson Professional Co., Ltd., and Johnson Diversey Netherlands II B.V., each as a borrower, JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), the lenders and issuers party thereto, as lenders (collectively, the “Senior Lenders”), Citicorp USA, Inc., as administrative agent for the Senior Lenders (the “Administrative Agent”), Goldman Sachs Credit Partners L.P., as syndication agent for the Senior Lenders, and ABN AMRO Bank N.A., Bank One N.A., Royal Bank of Scotland plc, New York Branch and General Electric Capital Corporation, each as a co-documentation agent for the Senior Lenders

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10.8	Pledge and Security Agreement, dated as of May 3, 2002, by JohnsonDiversey, Inc., JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.) and the other loan parties signatories thereto in favor of the Administrative Agent
10.9	Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc., dated as of May 3, 2002*
10.10	Agreement between S.C. Johnson & Son, Inc. and Johnson Polymer, Inc., dated as of May 3, 2002*
10.11	Technology Disclosure and License Agreement among S.C. Johnson & Son, Inc., JohnsonDiversey, Inc. and Johnson Polymer, Inc., dated as of May 3, 2002*
10.12	Omnibus Amendment of Leases among S.C. Johnson & Son, Inc., Johnson Polymer, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), dated November 20, 2001
10.13	Lease Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) for Waxdale Building 65, 8311 16th Street, Mt. Pleasant, Wisconsin, dated July 3, 1999*
10.14	Lease Agreement between S.C. Johnson & Son, Inc. and Johnson Polymer, Inc. for Waxdale Buildings 50, 57 and 59, 8311 16th Street, Mt.Pleasant, Wisconsin, dated July 3, 1999*
10.15	Real Estate and Equipment Lease Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) for Waxdale Buildings 59 and 63, 8311 16th Street, Mt. Pleasant, Wisconsin, dated July 3, 1999*
10.16	Lease Agreement between S.C. Johnson & Son, Inc. and Johnson Polymer, Inc. for Waxdale Buildings 52, 53, 54, 66, 66A, 71 & 72, 8311 16th Street, Mt. Pleasant, Wisconsin, dated July 3, 1999*
10.17	Receivables Purchase Agreement among JWPR Corporation, as seller and servicer, Falcon Asset Securitization Corporation, and Bank One, NA, as Financial Institution and as Agent, dated March 2, 2001, as amended through Amendment No. 2 dated May 3, 2002
10.18	Receivables Sale Agreement, dated as of March 2, 2001, between Johnson Polymer, as originator, and JWPR Corporation, as buyer
10.19	Receivables Sale Agreement, dated as of March 2, 2001, between U S Chemical Corporation, as originator, and JWPR Corporation, as buyer
10.20	Receivables Sale Agreement, dated as of March 2, 2001, between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), as originator, and JWPR Corporation, as buyer
10.21	Receivables Sale and Contribution Agreement, dated as of March 2, 2001, among Johnson Polymer, Inc., U S Chemical Corporation, Whitmire Micro-Gen Research Laboratories, Inc., JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), JWP Investments, Inc. and JWPR Corporation
10.22	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and JoAnne Brandes, dated November 8, 1999**

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10.23	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and JoAnne Brandes, dated October 23, 2000**
10.24	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Michael J. Bailey, dated November 8, 1999**
10.25	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Michael J. Bailey, dated October 23, 2000**
10.26	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Gregory E. Lawton, dated November 8, 1999**
10.27	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Gregory E. Lawton, dated October 4, 2000**
10.28	Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Alejandro Martinez de Hoz, dated February 22, 2000**
10.29	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Alejandro Martinez de Hoz, dated October 23, 2000**
10.30	Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and S. Curtis Johnson, dated December 6, 2001**
10.31	Commercial Markets Holdco, Inc. Amended and Restated Long-Term Equity Incentive Plan**†
10.32	Form of Stock Option Agreement under Commercial Markets Holdco, Inc. Amended and Restated Long-Term Equity Incentive Plan**
10.33	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Paul A. Mathias, dated March 1, 2000**
10.34	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Sue Leboza, dated August 21, 2000**
10.35	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Gregory F. Clark, dated November 8, 1999**
10.36	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and David S. Andersen, dated November 8, 1999**
12.1	Statement Regarding Computation of Ratios
21.1	Subsidiaries of JohnsonDiversey, Inc.
23.1	Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the Securities Act)
23.2	Consent of PricewaterhouseCoopers
23.3	Consent of Jones, Day, Reavis & Pogue (included as part of its opinion filed as Exhibit 5.1)

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24.1	Powers of Attorney
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of BNY Midwest Trust Company, as trustee, on Form T-1, relating to the $300,000,000 9.625% Senior Subordinated Notes due 2012
25.2	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as trustee, on Form T-1, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012
99.1	Letter to Securities and Exchange Commission Pursuant to Temporary Note 3T
99.2	Form of Dollar Exchange Notes Letter of Transmittal†
99.3	Form of Euro Exchange Notes Letter of Transmittal†
99.4	Form of Dollar Exchange Notes Notice of Guaranteed Delivery†
99.5	Form of Euro Exchange Notes Notice of Guaranteed Delivery†
99.6	Letter of Arthur Andersen LLP Regarding Change in Certifying Accountant (omitted pursuant to Item 304T of Regulation S-K)

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

 ** Management Contract or Compensatory Plan

† To be filed by amendment.

Item 22. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, office or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

The undersigned registrant hereby undertakes that for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement related to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JOHNSONDIVERSEY, INC.
By:	/S/    MICHAEL J. BAILEY
Name: Michael J. Bailey Title: Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    GREGORY E. LAWTON* Gregory E. Lawton	Director, President and Chief Executive Officer (Principal Executive Officer)
/S/    MICHAEL J. BAILEY Michael J. Bailey	Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/S/    CLIVE A. NEWMAN* Clive A. Newman	Controller (Principal Accounting Officer)
/S/    S. CURTIS JOHNSON III* S. Curtis Johnson III	Chairman
/S/    TODD C. BROWN* Todd C. Brown	Director
/S/    IRENE M. ESTEVES* Irene M. Esteves	Director
/S/    ROBERT M. HOWE* Robert M. Howe	Director
/S/    HELEN JOHNSON-LEIPOLD* Helen Johnson-Leipold	Director
/S/    CLIFTON D. LOUIS* Clifton D. Louis	Director
/S/    NEAL R. NOTTLESON* Neal R. Nottleson	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

AUTO-C, LLC
By:	/S/    KIRK NORTHCUTT*
Name: Kirk Northcutt Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    KIRK NORTHCUTT* Kirk Northcutt	President (Principal Executive Officer)
/S/    JAI SHAH* Jai Shah	Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
JohnsonDiversey, Inc. By: /S/    MICHAEL J. BAILEY Name: Michael J. Bailey Title: Senior Vice President and Chief Financial Officer	Member/Manager

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

THE BUTCHER COMPANY
By:	/S/    WILLIAM TAYLOR*
Name: William Taylor Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    WILLIAM TAYLOR* William Taylor	President (Principal Executive Officer)
/S/    GREGORY E. ALSTON* Gregory E. Alston	Vice President, Finance and Assistant Secretary (Principal Financial Officer)
/S/    CHRISTIAN E. SCHMIDT* Christian E. Schmidt	Treasurer (Principal Accounting Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

CHEMICAL METHODS ASSOCIATES, INC.
By:	/S/    DAVID R. CRANE*
Name: David R. Crane Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    DAVID R. CRANE* David R. Crane	Director and President (Principal Executive Officer)
/S/    FRED G. PALMER* Fred G. Palmer	Director, Senior Vice President and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    MICHAEL W. GIBBS* Michael W. Gibbs	Director
/S/    P. TODD HERNDON* P. Todd Herndon	Director
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

CHEMICAL METHODS LEASCO, INC.
By:	/S/    DAVID R. CRANE*
Name: David R. Crane Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    DAVID R. CRANE* David R. Crane	Director and President (Principal Executive Officer)
/S/    P. TODD HERNDON* P. Todd Herndon	Director and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    MICHAEL W. GIBBS* Michael W. Gibbs	Director
/S/    FRED G. PALMER* Fred G. Palmer	Director
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

DUBOIS INTERNATIONAL, INC.
By:	/S/    MICHAEL J. BAILEY
Name: Michael J. Bailey
Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    MICHAEL J. BAILEY Michael J. Bailey	Director and President (Principal Executive Officer)
/S/    FRANCISCO SANCHEZ* Francisco Sanchez	Director and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    JOANNE BRANDES* JoAnne Brandes	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

INTEGRATED SANITATION MANAGEMENT, INC.
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes
Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	Director and President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Director, Vice President and Treasurer (Principal   Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JD REAL ESTATE SUBSIDIARY, LLC
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes
Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Vice President and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
JohnsonDiversey, Inc.	Member/Manager

By:	/S/    MICHAEL J. BAILEY
Name: Michael J. Bailey Title: Senior Vice President and Chief Financial Officer

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JOHNSON DIVERSEY CAYMAN, INC.
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes
Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	Director and President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Director, Vice President and Treasurer (Principal Financial Officer)
/S/    D. JEFFREY CARTER* D. Jeffrey Carter	Assistant Treasurer (Principal Accounting Officer)
/S/    MICHAEL J. BAILEY Michael J. Bailey	Director
/S/    MICHAEL W. GIBBS* Michael W. Gibbs	Director
/S/    FRANCISCO SANCHEZ* Francisco Sanchez	Director
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JOHNSON DIVERSEY PUERTO RICO, INC.
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes
Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Director, Vice President and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JOHNSON DIVERSEY SHAREHOLDINGS, INC.
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes
Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Director, Vice President and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JOHNSON DIVERSEY SUBSIDIARY #1 LLC
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Vice President and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
JohnsonDiversey, Inc.	Member/Manager

By:	/S/    MICHAEL J. BAILEY
Name: Michael J. Bailey Title: Senior Vice President and Chief Financial Officer

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JOHNSON POLYMER, INc.
By:	/S/    J. GARY RALEY*
Name: J. Gary Raley Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    J. GARY RALEY*       J. Gary Raley	Director and President (Principal Executive Officer)
/S/    LARRY BERGER* Larry Berger	Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    JOANNE BRANDES* JoAnne Brandes	Director
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JOHNSON Wax DIVERSEY SHAREHOLDINGS, INC.
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Director, Vice President and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

JWP INVESTMENTS, INC.
By:	/S/    WILLIAM A. UELMEN*
Name: William A. Uelmen
Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    WILLIAM A. UELMEN* William A. Uelmen	Director and President (Principal Executive Officer)
/S/    CHRISTIAN E. SCHMIDT* Christian E. Schmidt	Director and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

PRISM SANITATION MANAGEMENT, LLC
By:	/S/    DAVID R. CRANE*
Name:	David R. Crane
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    DAVID R. CRANE* David R. Crane	President (Principal Executive Officer)
/S/    P. TODD HERNDON* P. Todd Herndon	Treasurer (Principal Financial Officer)
/S/    ALEC GRANGER* Alec Granger	Controller (Principal Accounting Officer)
JohnsonDiversey, Inc.	Member/Manager

By:	/S/    MICHAEL J. BAILEY
Name:	Michael J. Bailey
Title:	Senior Vice President and Chief Financial Officer

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

PROFESSIONAL SHAREHOLDINGS, INC.
By:	/S/    JOANNE BRANDES*
Name: JoAnne Brandes
Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    JOANNE BRANDES* JoAnne Brandes	President (Principal Executive Officer)
/S/    LUIS F. MACHADO* Luis F. Machado	Vice President and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.
By:	/S/    ANDREW J. SYMONS*
Name: Andrew J. Symons
Title: Director and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    ANDREW J. SYMONS* Andrew J. Symons	Director and President (Principal Executive Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Financial and Accounting Officer)
/S/    J. GARY RALEY* J. Gary Raley	Chairman
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sturtevant, State of Wisconsin, on July 31, 2002.

U S CHEMICAL CORPORATION
By:	/S/    DAVID R. CRANE*
Name: David R. Crane
Title: President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 31, 2002.

Signature	Title(s)
/S/    DAVID R. CRANE* David R. Crane	President (Principal Executive Officer)
/S/    P. TODD HERNDON* P. Todd Herndon	Director and Treasurer (Principal Financial Officer)
/S/    JEFFREY M. HAUFSCHILD* Jeffrey M. Haufschild	Assistant Treasurer (Principal Accounting Officer)
/S/    J. GARY RALEY* J. Gary Raley	Chairman
/S/    DAVID J. HEMPEL* David J. Hempel	Director
/S/    LUIS F. MACHADO* Luis F. Machado	Director
/S/    DAVID C. QUAST* David C. Quast	Director

* Signed by Michael J. Bailey, pursuant to a power of attorney filed as an exhibit to this registration statement.

II-34

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation of JohnsonDiversey, Inc.
3.2	Certificate of Formation of Auto-C, LLC
3.3	Certificate of Incorporation of The Butcher Company
3.4	Amended and Restated Articles of Incorporation of Chemical Methods Associates, Inc.
3.5	Articles of Incorporation of Chemical Methods Leasco, Inc.
3.6	Articles of Incorporation of DuBois International, Inc.
3.7	Certificate of Incorporation of Integrated Sanitation Management, Inc.
3.8	Certificate of Formation of JD Real Estate Subsidiary, LLC
3.9	Memorandum and Articles of Association of Johnson Diversey Cayman, Inc.
3.10	Certificate of Incorporation of Johnson Diversey Puerto Rico, Inc.
3.11	Certificate of Incorporation of Johnson Diversey Shareholdings, Inc.
3.12	Certificate of Formation of Johnson Diversey Subsidiary #1 LLC
3.13	Articles of Incorporation of Johnson Polymer, Inc.
3.14	Certificate of Incorporation of Johnson Wax Diversey Shareholdings, Inc.
3.15	Articles of Incorporation of JWP Investments, Inc.
3.16	Certificate of Formation of Prism Sanitation Management, LLC
3.17	Certificate of Incorporation of Professional Shareholdings, Inc.
3.18	Articles of Incorporation of U S Chemical Corporation
3.19	Certificate of Incorporation of Whitmire Micro-Gen Research Laboratories, Inc.
3.20	Bylaws of JohnsonDiversey, Inc.
3.21	Amended and Restated Operating Agreement of Auto-C, LLC
3.22	Bylaws of The Butcher Company
3.23	Bylaws of Chemical Methods Associates, Inc.
3.24	Bylaws of Chemical Methods Leasco, Inc.
3.25	Regulations of DuBois International, Inc.
3.26	Bylaws of Integrated Sanitation Management, Inc.
3.27	Amended and Restated Operating Agreement of JD Real Estate Subsidiary, LLC
3.28	Bylaws of Johnson Diversey Puerto Rico, Inc.
3.29	Bylaws of Johnson Diversey Shareholdings, Inc.
3.30	Amended and Restated Operating Agreement of Johnson Diversey Subsidiary #1 LLC
3.31	Bylaws of Johnson Polymer, Inc.
3.32	Bylaws of Johnson Wax Diversey Shareholdings, Inc.
3.33	Bylaws of JWP Investments, Inc.

Exhibit Number	Description of Exhibit
3.34	Bylaws of Prism Sanitation Management, LLC
3.35	Bylaws of Professional Shareholdings, Inc.
3.36	Bylaws of U S Chemical Corporation
3.37	Bylaws of Whitmire Micro-Gen Research Laboratories, Inc.
4.1	Indenture between JohnsonDiversey, Inc. and each of the guarantors named therein and BNY Midwest Trust Company, as trustee, dated as of May 3, 2002, relating to the $300,000,000 9.625% Senior Subordinated Notes due 2012
4.2	Indenture between JohnsonDiversey, Inc. and each of the guarantors named therein and The Bank of New York, as trustee, dated as of May 3, 2002, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012
4.3	Form of $300,000,000 9.625% Series B Senior Subordinated Notes due 2012 (filed as Exhibit A1 to Exhibit 4.1)
4.4	Form of €225,000,000 9.625% Series B Senior Subordinated Notes due 2012 (filed as Exhibit A1 to Exhibit 4.2)
4.5	Exchange and Registration Rights Agreement among JohnsonDiversey, Inc. and Goldman, Sachs & Co., Salomon Smith Barney Inc., Banc One Capital Markets, Inc., ABN AMRO Incorporated and The Royal Bank of Scotland plc, as representatives for the purchasers, dated May 3, 2002, relating to the $300,000,000 9.625% Senior Subordinated Notes due 2012
4.6	Exchange and Registration Rights Agreement among JohnsonDiversey, Inc. and Goldman, Sachs & Co., Salomon Smith Barney Inc., Banc One Capital Markets, Inc., ABN AMRO Incorporated and The Royal Bank of Scotland plc, as representatives for the purchasers, dated May 3, 2002, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012
5.1	Opinion of Jones, Day, Reavis & Pogue†
10.1	Purchase Agreement among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of November 20, 2001*
10.2	First Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of February 11, 2002
10.3	Second Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of April 5, 2002
10.4	Third Amendment to the Purchase Agreement by and among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Conopco, Inc., dated as of May 3, 2002*

2

Exhibit Number	Description of Exhibit
10.5	Master Sales Agency Agreement among Unilever N.V., Unilever PLC and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), dated as of May 3, 2002*
10.6	Stockholders’ Agreement among JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), Commercial Markets Holdco, Inc. and Marga B.V., dated as of May 3, 2002
10.7	Credit Agreement, dated as of May 3, 2002, among JohnsonDiversey, Inc., Johnson Wax Professional, Inc., Johnson Professional Co., Ltd., and JohnsonDiversey Netherlands II B.V., each as a borrower, JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.), the lenders and issuers party thereto, as lenders (collectively, the “Senior Lenders”), Citicorp USA, Inc., as administrative agent for the Senior Lenders (the “Administrative Agent”), Goldman Sachs Credit Partners L.P., as syndication agent for the Senior Lenders, and ABN AMRO Bank N.A., Bank One N.A., Royal Bank of Scotland plc, New York Branch and General Electric Capital Corporation, each as a co-documentation agent for the Senior Lenders
10.8	Pledge and Security Agreement, dated as of May 3, 2002, by JohnsonDiversey, Inc., JohnsonDiversey Holdings, Inc. (formerly known as Johnson Professional Holdings, Inc.) and the other loan parties signatories thereto in favor of the Administrative Agent
10.9	Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc., dated as of May 3, 2002*
10.10	Agreement between S.C. Johnson & Son, Inc. and Johnson Polymer, Inc., dated as of May 3, 2002*
10.11	Technology Disclosure and License Agreement among S.C. Johnson & Son, Inc., JohnsonDiversey, Inc. and Johnson Polymer, Inc., dated as of May 3, 2002*
10.12	Omnibus Amendment of Leases among S.C. Johnson & Son, Inc., Johnson Polymer, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), dated November 20, 2001
10.13	Lease Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) for Waxdale Building 65, 8311 16th Street, Mt. Pleasant, Wisconsin, dated July 3, 1999*
10.14	Lease Agreement between S.C. Johnson & Son, Inc. and Johnson Polymer, Inc. for Waxdale Buildings 50, 57 and 59, 8311 16th Street, Mt. Pleasant, Wisconsin, dated July 3, 1999*
10.15	Real Estate and Equipment Lease Agreement between S.C. Johnson & Son, Inc. and JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) for Waxdale Buildings 59 and 63, 8311 16th Street, Mt. Pleasant, Wisconsin, dated July 3, 1999*
10.16	Lease Agreement between S.C. Johnson & Son, Inc. and Johnson Polymer, Inc. for Waxdale Buildings 52, 53, 54, 66, 66A, 71 & 72, 8311 16th Street, Mt. Pleasant, Wisconsin, dated July 3, 1999*
10.17	Receivables Purchase Agreement among JWPR Corporation, as seller and servicer, Falcon Asset Securitization Corporation, and Bank One, NA, as Financial Institution and as Agent, dated March 2, 2001, as amended through Amendment No. 2 dated May 3, 2002

3

Exhibit Number	Description of Exhibit
10.18	Receivables Sale Agreement, dated as of March 2, 2001, between Johnson Polymer, as originator, and JWPR Corporation, as buyer
10.19	Receivables Sale Agreement, dated as of March 2, 2001, between U S Chemical Corporation, as originator, and JWPR Corporation, as buyer
10.20	Receivables Sale Agreement, dated as of March 2, 2001, between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), as originator, and JWPR Corporation, as buyer
10.21	Receivables Sale and Contribution Agreement, dated as of March 2, 2001, among Johnson Polymer, Inc., U S Chemical Corporation, Whitmire Micro-Gen Research Laboratories, Inc., JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), JWP Investments, Inc. and JWPR Corporation
10.22	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and JoAnne Brandes, dated November 8, 1999**
10.23	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and JoAnne Brandes, dated October 23, 2000**
10.24	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Michael J. Bailey, dated November 8, 1999**
10.25	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Michael J. Bailey, dated October 23, 2000**
10.26	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Gregory E. Lawton, dated November 8, 1999**
10.27	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Gregory E. Lawton, dated October 4, 2000**
10.28	Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Alejandro Martinez de Hoz, dated February 22, 2000**
10.29	Amendment to Employment Agreement and Long Term Incentive Plan Operating Provisions between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Alejandro Martinez de Hoz, dated October 23, 2000**
10.30	Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and S. Curtis Johnson, dated December 6, 2001**
10.31	Commercial Markets Holdco, Inc. Amended and Restated Long-Term Equity Incentive Plan**†
10.32	Form of Stock Option Agreement under Commercial Markets Holdco, Inc. Amended and Restated Long-Term Equity Incentive Plan**
10.33	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Paul A. Mathias, dated March 1, 2000**
10.34	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Sue Leboza, dated August 21, 2000**

4

Exhibit Number	Description of Exhibit
10.35	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and Gregory F. Clark, dated November 8, 1999**
10.36	Employment Agreement between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) and David S. Andersen, dated November 8, 1999**
12.1	Statement Regarding Computation of Ratios
21.1	Subsidiaries of JohnsonDiversey, Inc.
23.1	Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a under the Securities Act)
23.2	Consent of PricewaterhouseCoopers
23.3	Consent of Jones, Day, Reavis & Pogue (included as part of its opinion filed as Exhibit 5.1)
24.1	Powers of Attorney
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of BNY Midwest Trust Company, as trustee, on Form T-1, relating to the $300,000,000 9.625% Senior Subordinated Notes due 2012
25.2	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as trustee, on Form T-1, relating to the €225,000,000 9.625% Senior Subordinated Notes due 2012
99.1	Letter to Securities and Exchange Commission Pursuant to Temporary Note 3T
99.2	Form of Dollar Exchange Notes Letter of Transmittal†
99.3	Form of Euro Exchange Notes Letter of Transmittal†
99.4	Form of Dollar Exchange Notes Notice of Guaranteed Delivery†
99.5	Form of Euro Exchange Notes Notice of Guaranteed Delivery†
99.6	Letter of Arthur Anderson LLP Regarding Change in Certifying Accountant (omitted pursuant to Item 304T of Regulation S-K)

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission.

** Management Contract or Compensatory Plan

† To be filed by amendment.

5

EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

S.C JOHNSON COMMERCIAL MARKETS, INC.

FIRST:  The name of this corporation is S.C Johnson Commercial Markets, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 1209 Orange Street, Wilmington, Delaware, New Castle County. The registered agent in charge thereof is The Corporation Trust Company, address “same as above.”

THIRD:  The nature of the business and, the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The amount of the total authorized capital stock of this corporation is divided into 1,000 shares of $1.00 par value.

FIFTH:  The name and mailing address of the incorporator is as follows:

Steven L. Mekeel

1525 Howe Street

Racine, Wisconsin 53403-2236

SIXTH:  The Directors shall have power to make and to alter or amend the By-laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of the Corporation.

With the consent in writing, and pursuant to a vote of a holders of a majority of the capital stock issued and outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of this corporation.

The By-laws shall determine whether and to what extent the accounts and books of this corporation, or any of them shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book or document of this Corporation, except as conferred by the law or the By-laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the Corporation outside of the State of Delaware, at such places as may be from time to time designated by the By-laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the Third paragraph hereof shall, except where otherwise specified in said paragraph, without being limited or restricted by reference to or inference from the terms of any other clause of paragraph in this certificate of incorporation, that the objects, purposes and powers specified in the Third paragraph

1

and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH:  Directors of the corporation shall not be liable to either the corporation or its stockholders for monetary damages for a breach of fiduciary duties unless the breach involves:  (1) a director’s duty of loyalty to the corporation or its stockholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) liability for unlawful payments of dividends or unlawful stock purchase or redemption by the corporation; or (4) a transaction from which the director derived an improper personal benefit.

I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of Delaware, do make, file and record this Certificate and do certify that the facts herein are true; and I have accordingly hereunto set my hand.

/s/    STEVEN L. MEKEEL        

Steven L. Mekeel

DATED:  February 10, 1997

2

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

S. C. JOHNSON COMMERCIAL MARKETS, INC.

Under Section 242 of the Delaware General Corporation Law

The undersigned, being the President of S. C. Johnson Commercial Markets, Inc., corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:  That the Sole Directors of said corporation, by the unanimous written consent of its members pursuant to Section 141(f) and 242 of the General Corporation Law of the State of Delaware, filed with minutes of the Board at a meeting, June 27, 1997 adopted a resolution restating the Article Four in its entirety as set forth on Exhibit A attached hereto and made a part hereof.

SECOND:  That the holder of all the Corporation’s issued and outstanding capital stock entitled to vote thereon approved the amendment in accordance with Section 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the President hereinabove named, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amendment to Certificate of Incorporation this 27th day of June, 1997.

By:	/s/    EDWIN R. ROSSINI
	Edwin R. Rossini President

3

EXHIBIT A

ARTICLE FOUR

AUTHORIZED CAPITAL STOCK

I.    AUTHORIZED SHARES

The total number of shares of capital stock which the Corporation has authority to issue is 201,000 shares, consisting of:

A.  200,000 shares of Common stock, par value $1.00 per share (the “Common Stock”); and

B.  1,000 shares of preferred stock, par value $100.00 per share, and the Board of Directors of the Corporation is hereby authorized, subject to the limitations prescribed by law and the provisions of this Certificate of Incorporation, to provide for the issuance of such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, voting powers, preferences, rights, qualifications, limitations and restrictions of the shares of preferred stock of each such series.

II.    COMMON STOCK

Except as otherwise provided in this Section II or as otherwise required by applicable law, all shares of Common Stock, shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions.

III.    PREFERRED STOCK

Except as otherwise provided in this Section III or as otherwise required by applicable law, all shares of Preferred Stock shall have rights and preferences set forth on Schedule I attached hereto and made part hereof.

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SCHEDULE I

RESOLVED, that a series of authorized preferred shares of the Corporation is hereby created, having the designation, par value, voting, participation and other rights and restriction set out below.

Section 1.  Designation and Amount.

The shares of the Corporation’s Preferred Stock, par value $100 per share, are designated as the “Series A—8% Cumulative Preferred Stock” (the “Series A Preferred”) and the number of shares of Series A Preferred is 1,000. Certain other capitalized terms used herein are defined in Section 8.

Section 2.  Dividends.

2A.  General Obligation.    When and as declared by the Corporation’s board of directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends to the holders of the Series A Preferred as provided in this Section 2. Except as otherwise provided herein, dividends on each share of the Series A Preferred (a “Share”) shall accrue on a daily basis at the rate of 8% per annum of the Liquidation Value thereof from and including the date of issuance of such Share to and including the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. The date on which the Corporation initially issues any Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

2B.  Dividend Reference Dates.    To the extent not paid on the 15th day of each September, December, March and June of each year, beginning on September 15, 1997 (the “Dividend Reference Dates”), all dividends which have accrued on each Share outstanding during the four-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall be added to and become part of the Liquidation Value of such Share until paid.

2C.  Distribution of Partial Dividend Payments.    Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment shall be distributed ratably among the holders of such class based upon the number of Shares held by each such holder.

5

Upon any liquidation, dissolution or winding up of the Corporation, each holder of Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any of the Corporations Junior Securities, an amount in cash equal to the aggregate Liquidation Value (plus all accrued and unpaid dividends) of all Shares held by such holder, and the holders of Series A Preferred shall not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of the Series A Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid, then the entire assets to be distributed shall be distributed ratably among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Series A Preferred held by each such holder. Prior to the time of any liquidation, dissolution or winding up of the Corporation, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Series A Preferred. The Corporation shall mail written notice of such liquidation, dissolution or winding up, not less than 60 days prior to the payment date stated therein, to each record holder of Series A Preferred. Neither the consolidation or merger of the Corporation into or with any other entity or entities, nor the sale or transfer by the Corporation of all or any part of its assets, nor the reduction of the capital stock of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3.

Section 4.  Priority of Preferred Stock.

So long as any Series A Preferred remains outstanding, neither the Corporation nor any Subsidiary shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, nor shall the Corporation directly or indirectly pay or declare any dividend or make any distribution upon any Junior Securities, if at the time of or immediately after any such redemption, purchase, acquisition, dividend or distribution the Corporation has failed to pay the full amount of dividends accrued on the Series A Preferred or the Corporation has failed to make any redemption of the Series A Preferred required hereunder.

Section 5.  Redemptions.

5A.  Optional Redemptions.    The Corporation may at any time after July 1, 1999 redeem all or any portion of Series A Preferred then outstanding. On any such redemption, the Corporation shall pay a price per Share equal to the Redemption Value thereof plus all accrued and unpaid dividends thereon.

5B.  Redemption Payment.    For each Share which is to be redeemed, the Corporation shall be obligated on the Redemption Date to pay the amount due to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Share) in immediately available funds. If the funds of the Corporation legally available for redemption of Shares on any Redemption Date are insufficient to redeem the total number of Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Shares ratably among the holders of the Shares to be redeemed based upon the aggregate Redemption Value of such Shares (plus all accrued and unpaid dividends thereon) held by each such holder. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Shares, such funds shall immediately be used to redeem the balance of the Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed. Prior to the time of any redemption of Series A Preferred, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Shares which are to be redeemed.

6

5C.  Notice of Redemption.    The Corporation shall mail written notice of each redemption of any Series A Preferred to each record holder of such class not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. Upon mailing any notice of redemption which relates to a redemption at the Corporation’s option, the Corporation shall become obligated to redeem the total number of Shares specified in such notice at the time of redemption specified therein. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares shall be issued to the holder thereof without cost to such holder within three business days after surrender of the certificate representing the redeemed Shares.

5D.  Determination of the Number of Each Holder’s Shares to be Redeemed.    Except as otherwise provided herein, the number of Shares of Series A Preferred to be redeemed from each holder thereof in redemptions hereunder shall be the total number of Shares to be redeemed multiplied by a fraction, the numerator of which is the total number of Shares then held by such holder and the denominator of which is the total number of Shares then outstanding.

5E.  Dividends After Redemption.    No Share is entitled to any dividends accruing after the date on which the Redemption Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof. On such date all rights of the holder of such Share shall cease, and such Share shall cease to be outstanding.

5F.  Redeemed or Otherwise Acquired Shares.    Any Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and shall not be reissued, sold or transferred.

5G.  No Other Redemptions or Acquisitions.    Neither the Corporation nor any Subsidiary shall redeem or otherwise acquire any Series A Preferred, except as expressly authorized herein or pursuant to a purchase offer made pro-rata to all holders of Series A Preferred on the basis of the number of Shares held by each such holder.

Section 6.  Voting Rights.

Except as otherwise provided herein and as otherwise required by law, the Series A Preferred shall have no voting rights; provided that each holder of Series A Preferred shall be entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to the stockholders entitled to vote at such meeting. With respect to any issue required to be voted on and approved by holders of Series A Preferred, the holder of Series A Preferred will vote as a single class.

Section 7.  Definitions.

When used herein;

“Bankruptcy Event” means (a)(i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Corporation or any Subsidiary in an involuntary case under any Bankruptcy Law, which decree or order is not stayed; or any other similar relief shall be granted and remain unstayed under any applicable federal or state law; or (ii) an involuntary case is commenced against the Corporation or any Subsidiary under any applicable Bankruptcy Law; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Corporation or any Subsidiary or over all or a substantial part of any of their respective properties, shall have been entered; or an interim receiver, trustee or other custodian of the Corporation or any Subsidiary for all or a substantial part of their respective properties is involuntarily appointed; or a

7

warrant of attachment, execution or similar process is issued against any substantial part of the property of the Corporation or any Subsidiary, and the continuance of any such events in this clause (ii) for sixty (60) days unless dismissed, bonded, stayed, vacated or discharged, or (b) the Corporation or any Subsidiary shall have an order for relief entered with respect to it or commence a voluntary case under any Bankruptcy Law; or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of their respective properties; the making by the Corporation or any Subsidiary of any assignment for the benefit of creditors the admission by the Corporation or any Subsidiary in writing of its inability to pay its debts as such debts become due.

“Junior Securities” means any of the Common Stock and any other capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Liquidation Value” of any Share as of any particular date shall be equal to $100.00 plus all accumulated and unpaid dividends added thereto in accordance with Section 2B.

“Redemption Date” as to any Share means the date specified in the notice of any redemption at the Corporation’s option or the applicable date specified herein in the case of any other redemption; provided that no such date shall be a Redemption Date unless the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid.

“Redemption Value” of any Share of any particular date shall be equal to $105.00 plus all accumulated and unpaid dividends added thereto in accordance with Section 2B.

“Subsidiary” means, any corporation, limited liability company, partnership, association or other business entity of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, the majority ownership interest in or the ability to control any managing body of, is at the time owned, vested in or controlled, directly or indirectly, by the Corporation or one or more of its Subsidiaries or a combination thereof.

Section 8.  Miscellaneous.

8A.  Registration of Transfer.    The Corporation shall keep at its principal office a register for the registration of Shares. Upon the surrender of any certificate representing Shares at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Shares as is

8

requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Shares represented by such new certificate from the date to which dividends have been fully paid on such Shares represented by the surrendered certificate.

8B.  Replacement.    Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares of any class of Preferred Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

8C.  Amendment and Waiver.    No amendment, modification or waiver shall be binding or effective with respect to any provision hereof without the prior written consent of the holders of a majority of the Series A Preferred outstanding at the time such action is taken, provided that no such action shall change this Section, the rate at which or the manner in which dividends on the Series A Preferred accrue or the times at which such dividends become payable or the amount payable on redemption of the Series A Preferred or the times at which redemption of Series A Preferred is to occur, without the prior written consent of the holders of at least 100% of the Series A Preferred then outstanding.

8D.  Notices.    Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any holder of Series A Preferred, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

*    *    *    *

9

IN WITNESS WHEREOF, the undersigned, under the penalties of perjury, does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Designation as of this 27th day of June, 1997.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    EDWIN R. ROSSINI
	Edwin R. Rossini President

10

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

S. C. JOHNSON COMMERCIAL MARKETS, INC.

Under Section 242 of the Delaware General Corporation Law

The undersigned, being the Vice President of S. C. Johnson Commercial Markets, Inc., a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:    That the Board of Directors of said corporation, by the unanimous written consent of its members pursuant to Section 141(f) and 242 of the General Corporation Law of the State of Delaware, filed with minutes of the Board at a meeting, June 11, 1998, adopted a resolution restating the Article Four in its entirety as set forth on Exhibit A attached hereto and made a part hereof.

SECOND:    That the holder of all the Corporation’s issued and outstanding capital stock entitled to vote thereon approved the amendment in accordance with Section 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the Vice President hereinabove named, under penalties of perjury hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amendment to Certificate of Incorporation this 11 day of June, 1998.

By:	/s/    EDWIN R. ROSSINI
	Edwin R. Rossini Vice President

11

EXHIBIT A

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

S.C. JOHNSON COMMERCIAL MARKETS, INC.

ARTICLE FOUR

AUTHORIZED CAPITAL STOCK

I.    AUTHORIZED SHARES

The total number of shares of capital stock which the Corporation has authority to issue is 202,000 shares, consisting of

A.  200,000 shares of Common Stock, par value $1.00 per share (the “Common Stock”);

B.  1,000 shares of Series A preferred stock, par value $100.00 per share, and the Board of Directors of the Corporation is hereby authorized, subject to the limitations prescribed by law and the provisions of this Certificate of Incorporation, to provide for the issuance of such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, voting powers, preferences, rights, qualifications, limitations and restrictions of the shares of preferred stock of each such series (the “Series A Preferred Stock”); and

C.  1,000 shares of Series B preferred stock, par value $100.00 per share, and the Board of Directors of the Corporation is hereby authorized, subject to the limitations prescribed by law and the provisions of this Certificate of Incorporation, to provide for the issuance of such shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designations, voting powers, preferences, rights, qualifications, limitations and restrictions of the shares of preferred stock of each such series (the “Series B Preferred Stock”);

12

II.    COMMON STOCK

Except as otherwise provided in this Section II or as otherwise required by applicable law, all shares of Common Stock, shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions.

III.    PREFERRED STOCK

A.  Except as otherwise provided in this Section III or as otherwise required by applicable law, all shares of Series A Preferred Stock shall have rights and preferences set forth on Schedule I attached hereto and made part hereof.

B.  Except as otherwise provided in this Section III or as otherwise required by applicable law, all shares of Series B Preferred Stock shall have rights and preferences set forth on Schedule II attached hereto and made part hereof.

13

SCHEDULE I

EXHIBIT A

TO

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

S.C. JOHNSON COMMERCIAL MARKETS, INC.

CERTIFICATE OF

DESIGNATION OF SERIES A—8% CUMULATIVE PREFERRED STOCK

S.C. Johnson Commercial Markets, Inc., a Delaware corporation (the “Corporation”) certifies that pursuant to Article Fourth of its Amended Certificate of Incorporation as filed on June 11, 1998 and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors has adopted the following resolution creating a series of its preferred shares.

RESOLVED, that a series of authorized preferred shares of the Corporation is hereby created, having the designation, par value, voting, participation and other rights and restriction set out below.

Section 1.  Designation and Amount.

The shares of the Corporation’s Preferred Stock, par value $100 per share, are designated as the “Series A—8% Cumulative Preferred Stock” (the “Series A Preferred ”) and the number of shares of Series A Preferred is 1,000. Certain other capitalized terms used herein are defined in Section 8.

Section 2.  Dividends.

2A.  General Obligation.    When and as declared by the Corporation’s board of directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends to the holders of the Series A Preferred as provided in this Section 2. Except as otherwise provided herein, dividends on each share of the Series A Preferred (a “Share”) shall accrue on a daily basis at the rate of 8% per annum of the Liquidation Value thereof from and including the date of issuance of such Share to and including the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation

14

legally available for the payment of dividends. The date on which the Corporation initially issues any Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

2B.  Dividend Reference Dates.    To the extent not paid on the 15th day of each September, December, March and June of each year, beginning on September 15, 1997 (the “Dividend Reference Dates”), all dividends which have accrued on each Share outstanding during the four-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall be added to and become part of the Liquidation Value of such Share until paid.

2C.  Distribution of Partial Dividend Payments.    Except as otherwise provided herein if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment shall be distributed ratably among the holders of such class based upon the number of Shares held by each such holder.

Section 3.  Liquidation.

Upon any liquidation, dissolution or winding up of the Corporation, each holder of Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any of the Corporations Junior Securities, an amount in cash equal to the aggregate Liquidation Value (plus all accrued and unpaid dividends) of all Shares held by such holder, and the holders of Series A Preferred shall not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of the Series A Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid, then the entire assets to be distributed shall be distributed ratably among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Series A Preferred held by each such holder. Prior to the time of any liquidation, dissolution or winding up of the Corporation, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Series A Preferred. The Corporation shall mail written notice of such liquidation dissolution or winding up, not less than 60 days prior to the payment date stated therein, to each record holder of Series A Preferred. Neither the consolidation or merger of the Corporation into or with any other entity or entities, nor the sale or transfer by the Corporation of all or any part of its assets, nor the reduction of the capital stock of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3.

Section 4.  Priority of Preferred Stock.

So long as any Series A Preferred remains outstanding, neither the Corporation nor any Subsidiary shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, nor shall the Corporation directly or indirectly pay or declare any dividend or

15

make any distribution upon any Junior Securities, if at the time of or immediately after any such redemption, purchase, acquisition, dividend or distribution the Corporation has failed to pay the full amount of dividends accrued on the Series A Preferred or the Corporation has failed to make any redemption of the Series A Preferred required hereunder.

Section 5.  Redemptions.

5A.  Optional Redemptions.    The Corporation may at any time after July 1, 1999 redeem all or any portion of Series A Preferred then outstanding. On any such redemption, the Corporation shall pay a price per Share equal to the Redemption Value thereof plus all accrued and unpaid dividends thereon.

5B.  Redemption Payment.    For each Share which is to be redeemed, the Corporation shall be obligated on the Redemption Date to pay the amount due to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Share) in immediately available funds. If the funds of the Corporation legally available for redemption of Shares on any Redemption Date are insufficient to redeem the total number of Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Shares ratably among the holders of the Shares to be redeemed based upon the aggregate Redemption Value of such Shares (plus all accrued and unpaid dividends thereon) held by each such holder. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Shares, such funds shall immediately be used to redeem the balance of the Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed. Prior to the time of any redemption of Series A Preferred, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Shares which are to be redeemed.

5C.  Notice of Redemption.    The Corporation shall mail written notice of each redemption of any Series A Preferred to each record holder of such class not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. Upon mailing any notice of redemption which relates to a redemption at the Corporation’s option, the Corporation shall become obligated to redeem the total number of Shares specified in such notice at the time of redemption specified therein. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares shall be issued to the holder thereof without cost to such holder within three business days after surrender of the certificate representing the redeemed Shares.

5D.  Determination of the Number of Each Holder’s Shares to be Redeemed.    Except as otherwise provided herein, the number of Shares of Series A Preferred to be redeemed from each holder thereof in redemptions hereunder shall be the total number of Shares to be redeemed multiplied by a fraction, the numerator of which is the total number of Shares then held by such holder and the denominator of which is the total number of Shares then outstanding.

16

5E.  Dividends After Redemption.    No Share is entitled to any dividends accruing after the date on which the Redemption Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof. On such date all rights of the holder of such Share shall cease, and such Share shall cease to be outstanding.

5F.    Redeemed or Otherwise Acquired Shares.    Any Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and shall not be reissued, sold or transferred.

5G.  No Other Redemptions or Acquisitions.    Neither the Corporation nor any Subsidiary shall redeem or otherwise acquire any Series A Preferred, except a expressly authorized herein or pursuant to a purchase offer made pro-rata to all holders of Series A Preferred on the basis of the number of Shares held by each such holder.

Section 6.  Voting Rights.

Except as otherwise provided herein and as otherwise required by law, the Series A Preferred shall have no voting rights; provided that each holder of Series A Preferred shall be entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to the stockholders entitled to vote at such meeting. With respect to any issue required to be voted on and approved by holders of Series A Preferred, the holder of Series A Preferred will vote as a single class.

Section 7.  Definitions.

When used herein;

“Bankruptcy Event” means (a)(i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Corporation or any Subsidiary in an involuntary case under any Bankruptcy Law, which decree or order is not stayed; or any other similar relief shall be granted and remain unstayed under any applicable federal or state law; or (ii) an involuntary case is commenced against the Corporation or any Subsidiary under any applicable Bankruptcy Law; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Corporation or any Subsidiary or over all or a substantial part of any of their respective properties, shall have been entered; or an interim receiver, trustee or other custodian of the Corporation or any Subsidiary for all or a substantial part of their respective properties is involuntarily appointed; or a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Corporation or any Subsidiary, and the continuance of any such events in this clause (H) for sixty (60) days unless dismissed, bonded, stayed, vacated or discharged, or (b) the Corporation or any Subsidiary shall have an order for relief entered with respect to it or commence a voluntary case under any Bankruptcy Law; or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a

17

voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of their respective properties; the making by the Corporation or any Subsidiary of any assignment for the benefit of creditors the admission by the Corporation or any Subsidiary in writing of its inability to pay its debts as such debts become due.

“Junior Securities” means any of the Common Stock and any other capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any Liquidation, dissolution or winding up of the Corporation.

“Liquidation Value” of any Share as of any particular date shall be equal to $100.00 plus all accumulated and unpaid dividends added thereto in accordance with Section 2B.

“Redemption Date” as to any Share means the date specified in the notice of any redemption at the Corporation’s option or the applicable date specified herein in the case of any other redemption; provided that no such date shall be a Redemption Date unless the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid.

“Redemption Value” of any Share of any particular date shall be equal to $105.00 plus all accumulated and unpaid dividends added thereto in accordance with Section 2B.

“Subsidiary” means, any corporation, limited liability company, partnership, association or other business entity of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, the majority ownership interest in or the ability to control any managing body of, is at the time owned, vested in or controlled, directly or indirectly, by the Corporation or one or more of its Subsidiaries or a combination thereof.

Section 8.  Miscellaneous.

8A.    Registration of Transfer.    The Corporation shall keep at its principal office a register for the registration of Shares. Upon the surrender of any certificate representing Shares at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Shares as is requested by the holder of the surrendered certificate and shall be substantiaIly identical in form to the surrendered certificate, and dividends shall accrue on the Shares represented by such new certificate from

18

the date to which dividends have been fully paid on such Shares represented by the surrendered certificate.

8B.  Replacement.    Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares of any class of Series A Preferred, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

8C.  Amendment and Waiver.    No amendment, modification or waiver shall be binding or effective with respect to any provision hereof without the prior written consent of the holders of a majority of the Series A Preferred outstanding at the time such action is taken, provided that no such action shall change this Section, the rate at which or the manner in which dividends on the Series A Preferred accrue or the times at which such dividends become payable or the amount payable on redemption of the Series A Preferred or the times at which redemption of Series A Preferred is to occur, without the prior written consent of the holders of at least 100% of the Series A Preferred then outstanding.

8D.  Notices.    Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any holder of Series A Preferred, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

IN WITNESS WHEREOF, the undersigned, under the penalties of perjury, does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Designation as of this 11th day of June, 1998.

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SCHEDULE II

EXHIBIT A

TO

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

S.C. JOHNSON COMMERCIAL MARKETS, INC.

CERTIFICATE OF

DESIGNATION OF SERIES B—8% CUMULATIVE PREFERRED STOCK

S.C. Johnson Commercial Markets, Inc., a Delaware corporation (the “Corporation”) certifies that pursuant to Article Fourth of its Amended Certificate of Incorporation as filed on June 11, 1998 and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors has adopted the following resolution creating a series of its preferred shares.

RESOLVED, that a series of authorized preferred shares of the Corporation is hereby created, having the designation, par value, voting, participation and other rights and restriction set out below.

Section 1.  Designation and Amount.

The shares of the Corporation’s Preferred Stock, par value $100 per share, are designated as the “Series B—8% Cumulative Preferred Stock” (the “Series B Preferred”) and the number of shares of Series B Preferred is 1,000. Certain other capitalized terms used herein are defined in Section 8.

Section 2.  Dividends.

2A.  General Obligation.    When and as declared by the Corporation’s board of directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall pay preferential dividends to the holders of the Series B Preferred as provided in this Section 2. Except as otherwise provided herein, dividends on each share of the Series B Preferred (a “Share”) shall accrue on a daily basis at the rate of 8% per annum of the Liquidation Value thereof from and including the date of issuance of such Share to and including the date on which the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is paid. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation

20

legally available for the payment of dividends. The date on which the Corporation initially issues any Share shall be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates which may be issued to evidence such Share.

2B.  Dividend Reference Dates.    To the extent not paid on the last day of each September, December, March and June of each year, beginning on September 30, 1998 (the “Dividend Reference Dates”), all dividends which have accrued on each Share outstanding during the four-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall be added to and become part of the Liquidation Value of such Share until paid.

2C.  Distribution of Partial Dividend Payments.    Except as otherwise provided herein if at any time the Corporation pays less than the total amount of dividends then accrued with respect to the Series B Preferred, such payment shall be distributed ratably among the holders of such class based upon the number of Shares held by each such holder.

Section 3.  Liquidation.

Upon any liquidation, dissolution or winding up of the Corporation, each holder of Preferred Stock shall be entitled to be paid, before any distribution or payment is made upon any of the Corporations Junior Securities, an amount in cash equal to the aggregate Liquidation Value (plus all accrued and unpaid dividends) of all Shares held by such holder, and the holders of Series B Preferred shall not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Corporation, the Corporation’s assets to be distributed among the holders of the Series B Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid, then the entire assets to be distributed shall be distributed ratably among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Series B Preferred held by each such holder. Prior to the time of any liquidation, dissolution or winding up of the Corporation, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Series B Preferred. The Corporation shall mail written notice of such liquidation dissolution or winding up, not less than 60 days prior to the payment date stated therein, to each record holder of Series B Preferred. Neither the consolidation or merger of the Corporation into or with any other entity or entities, nor the sale or transfer by the Corporation of all or any part of its assets, nor the reduction of the capital stock of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3.

Section 4.  Priority of Preferred Stock.

So long as any Series B Preferred remains outstanding, neither the Corporation nor any Subsidiary shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities, nor shall the Corporation directly or indirectly pay or declare any dividend or

21

make any distribution upon any Junior Securities, if at the time of or immediately after any such redemption, purchase, acquisition, dividend or distribution the Corporation has failed to pay the full amount of dividends accrued on the Series B Preferred or the Corporation has failed to make any redemption of the Series B Preferred required hereunder.

Section 5.  Redemptions.

5A.  Optional Redemptions.    The Corporation may at any time after July 1, 2019 redeem all or any portion of Series B Preferred then outstanding. On any such redemption, the Corporation shall pay a price per Share equal to the Redemption Value thereof plus all accrued and unpaid dividends thereon.

5B.  Redemption Payment.    For each Share which is to be redeemed, the Corporation shall be obligated on the Redemption Date to pay the amount due to the holder thereof (upon surrender by such holder at the Corporation’s principal office of the certificate representing such Share) in immediately available funds. If the funds of the Corporation legally available for redemption of Shares on any Redemption Date are insufficient to redeem the total number of Shares to be redeemed on such date, those funds which are legally available shall be used to redeem the maximum possible number of Shares ratably among the holders of the Shares to be redeemed based upon the aggregate Redemption Value of such Shares (plus all accrued and unpaid dividends thereon) held by each such holder. At any time thereafter when additional funds of the Corporation are legally available for the redemption of Shares, such funds shall immediately be used to redeem the balance of the Shares which the Corporation has become obligated to redeem on any Redemption Date but which it has not redeemed. Prior to the time of any redemption of Series B Preferred, the Corporation shall declare for payment all accrued and unpaid dividends with respect to the Shares which are to be redeemed.

5C.  Notice of Redemption.    The Corporation shall mail written notice of each redemption of any Series B Preferred to each record holder of such class not more than 60 nor less than 30 days prior to the date on which such redemption is to be made. Upon mailing any notice of redemption which relates to a redemption at the Corporation’s option, the Corporation shall become obligated to redeem the total number of Shares specified in such notice at the time of redemption specified therein. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares shall be issued to the holder thereof without cost to such holder within three business days after surrender of the certificate representing the redeemed Shares.

5D.  Determination of the Number of Each Holder’s Shares to be Redeemed.    Except as otherwise provided herein, the number of Shares of Series B Preferred to be redeemed from each holder thereof in redemptions hereunder shall be the total number of Shares to be redeemed multiplied by a fraction, the numerator of which is the total number of Shares then held by such holder and the denominator of which is the total number of Shares then outstanding.

22

5E.  Dividends After Redemption.    No Share is entitled to any dividends accruing after the date on which the Redemption Value of such Share (plus all accrued and unpaid dividends thereon) is paid to the holder thereof. On such date all rights of the holder of such Share shall cease, and such Share shall cease to be outstanding.

5F.  Redeemed or Otherwise Acquired Shares.    Any Shares which are redeemed or otherwise acquired by the Corporation shall be canceled and shall not be reissued, sold or transferred.

5G.  No Other Redemptions or Acquisitions.    Neither the Corporation nor any Subsidiary shall redeem or otherwise acquire any Series B Preferred, except as expressly authorized herein or pursuant to a purchase offer made pro-rata to all holders of Series B Preferred on the basis of the number of Shares held by each such holder.

Section 6.  Voting Rights.

Except as otherwise provided herein and as otherwise required by law, the Series B Preferred shall have no voting rights; provided that each holder of Series B Preferred shall be entitled to notice of all stockholders meetings at the same time and in the same manner as notice is given to the stockholders entitled to vote at such meeting. With respect to any issue required to be voted on and approved by holders of Series B Preferred, the holder of Series B Preferred will vote as a single class.

Section 7.  Definitions

When used herein;

“Bankruptcy Event” means (a)(i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Corporation or any Subsidiary in an involuntary case under any Bankruptcy Law, which decree or order is not stayed; or any other similar relief shall be granted and remain unstayed under any applicable federal or state law; or (ii) an involuntary case is commenced against the Corporation or any Subsidiary under any applicable Bankruptcy Law; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Corporation or any Subsidiary or over all or a substantial part of any of their respective properties, shall have been entered; or an interim receiver, trustee or other custodian of the Corporation or any Subsidiary for all or a substantial part of their respective properties is involuntarily appointed; or a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Corporation or any Subsidiary, and the continuance of any such events in this clause (H) for sixty (60) days unless dismissed, bonded, stayed, vacated or discharged, or (b) the Corporation or any Subsidiary shall have an order for relief entered with respect to it or commence a voluntary case under any Bankruptcy Law, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a

23

voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of their respective properties; the making by the Corporation or any Subsidiary of any assignment for the benefit of creditors the admission by the Corporation or any Subsidiary in writing of its inability to pay its debts as such debts become due.

“Junior Securities” means any of the Common Stock and any other capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Liquidation Value” of any Share as of any particular date shall be equal to $100.00 plus all accumulated and unpaid dividends added thereto in accordance with Section 2B.

“Redemption Date” as to any Share means the date specified in the notice of any redemption at the Corporation’s option or the applicable date specified herein in the case of any other redemption; provided that no such date shall be a Redemption Date unless the Liquidation Value of such Share (plus all accrued and unpaid dividends thereon) is actually paid in full on such date, and if not so paid in full, the Redemption Date shall be the date on which such amount is fully paid.

“Redemption Value” of any Share of any particular date shall be equal to $105.00 plus all accumulated and unpaid dividends added thereto in accordance with Section 2B.

“Subsidiary” means, any corporation, limited liability company, partnership, association or other business entity of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof, the majority ownership interest in or the ability to control any managing body of, is at the time owned, vested in or controlled, directly or indirectly, by the Corporation or one or more of its Subsidiaries or a combination thereof.

Section 8.  Miscellaneous.

8A.  Registration of Transfer.    The Corporation shall keep at its principal office a register for the registration of Shares. Upon the surrender of any certificate representing Shares at such place, the Corporation shall, at the request of the record holder of such certificate, execute and deliver (at the Corporation’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate. Each such new certificate shall be registered in such name and shall represent such number of Shares as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate, and dividends shall accrue on the Shares represented by such new certificate from

24

the date to which dividends have been fully paid on such Shares represented by the surrendered certificate.

8B.  Replacement.    Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder shall be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares of Series B Preferred, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement shall be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series B Preferred represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

8C.  Amendment and Waiver.    No amendment, modification or waiver shall be binding or effective with respect to any provision hereof without the prior written consent of the holders of a majority of the Series B Preferred outstanding at the time such action is taken, provided that no such action shall change this Section, the rate at which or the manner in which dividends on the Series B Preferred accrue or the times at which such dividends become payable or the amount payable on redemption of the Series B Preferred or the times at which redemption of Series B Preferred is to occur, without the prior written consent of the holders of at least 100% of the Series B Preferred then outstanding.

8D.  Notices.    Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any holder of Series B Preferred, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

IN WITNESS WHEREOF, the undersigned, under the penalties of perjury, does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Designation as of this 11th day of June 1998.

25

CERTIFICATE OF MERGER OF

S. C. JOHNSON TOTAL SOLUTIONS, INC. WITH AND INTO

S. C. JOHNSON COMMERCIAL MARKETS, INC.

In accordance with Section 253 of the Delaware General Corporation Law, the undersigned, as the duly appointed and acting Senior Vice President and Secretary of S. C. Johnson Commercial Markets, Inc, a Delaware corporation, certifies as follows:

1.  S. C. Johnson Commercial Markets, Inc. owns 100% of the outstanding shares of S. C. Johnson Total Solutions, Inc., a Delaware corporation.

2.  Attached hereto as Exhibit A is a true and complete copy of the Resolutions of the Sole Director of S. C. Johnson Total Solutions, Inc. approving and adopting the merger of S. C. Johnson Total Solutions, Inc. with and into S. C. Johnson Commercial Markets, Inc., which resolutions have not been in any way amended, annulled, rescinded or revoked and are in full force and effect on the date hereof.

Witness my hand on this 10th day of January, 2001.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDES
	JoAnne Brandes Senior Vice President and Secretary

26

EXHIBIT A

CONSENT OF THE SOLE DIRECTOR

OF

S. C. JOHNSON TOTAL SOLUTIONS, INC.

The undersigned, being the sole director of S. C. Johnson Total Solutions, Inc., a Delaware corporation (the “Corporation), acting pursuant to the laws of the State of Delaware and the Bylaws of this corporation, hereby consents to the adoption of the following Recital and Resolutions, in accordance with Section 141(f) of the Delaware General Corporation Law.

RECITAL

The undersigned deems it to be in the best interests of the Corporation to merge S. C. Johnson Total Solutions, Inc. with and into S. C. Johnson Commercial Markets, Inc., its parent corporation that owns 100% of the Corporation’s outstanding stock with S. C. Johnson Commercial Markets, Inc. being the surviving corporation pursuant to Section 253 of the Delaware General Corporation Law and Section 82 of the Massachusetts Business Corporation Law (the “Merger”);

RESOLUTIONS

1.  The merger of S. C. Johnson Total Solutions, Inc. with and into S. C. Johnson Commercial Markets, Inc. is hereby approved and adopted on behalf of the Corporation, and the President or any other officer of the Corporation is hereby authorized and directed to execute the Certificate of Merger and file such certificate with the Secretary of State of Delaware substantially in the form and substance as reviewed and approved by the undersigned.

2.  The change of name of the Corporation, as set forth in the Certificate of Merger and the Articles of Merger, respectively, to “S. C. Johnson Commercial Markets, Inc.” is approved, adopted and ratified on behalf of the Corporation.

3.  The President or any other officer of the Corporation is authorized and directed, on behalf of the Corporation, to perform any and all other transactions contemplated by the Merger, to execute such other documents and to take such other actions as she or he in her or his sole discretion deems necessary, appropriate or advisable to effect the intent of the foregoing recitals and resolutions.

Dated this 9th day of January 2001.

SOLE DIRECTOR:
BY:	/s/    DAVID C. QUAST
	David C. Quast

27

CERTIFICATE OF MERGER OF

JOHNSON/PURITAN FOOD SERVICE, INC. WITH AND INTO

S. C. JOHNSON COMMERCIAL MARKETS, INC.

In accordance with Section 253 of the Delaware General Corporation Law, the undersigned, as the duly appointed and acting Senior Vice President and Secretary of S. C. Johnson Commercial Markets, Inc, a Delaware corporation, certifies as follows:

1.  S. C. Johnson Commercial Markets, Inc. owns 100% of the outstanding shares of Johnson/Puritan Food Service, Inc., a Delaware corporation.

2.  Attached hereto as Exhibit A is a true and complete copy of the Resolutions of the Sole Director of Johnson/Puritan Food Service, Inc. approving and adopting the merger of Johnson/Puritan Food Service, Inc. with and into S. C. Johnson Commercial Markets, Inc., which resolutions have not been in any way amended, annulled, rescinded or revoked and are in full force and effect on the date hereof.

Witness my hand on this 10th day of January, 2001.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDES
	JoAnne Brandes Senior Vice President and Secretary

28

EXHIBIT A

CONSENT OF THE SOLE DIRECTOR

OF

JOHNSON/PURITAN FOOD SERVICE, INC.

The undersigned, being the sole director of Johnson/Puritan Food Service, Inc., a Delaware corporation (the “Corporation), acting pursuant to the laws of the State of Delaware and the Bylaws of this corporation, hereby consents to the adoption of the following Recital and Resolutions, in accordance with Section 141(f) of the Delaware General Corporation Law.

RECITAL

The undersigned deems it to be in the best interests of the Corporation to merge Johnson/Puritan Food Service, Inc. with and into S. C. Johnson Commercial Markets, Inc., its parent corporation that owns 100% of the Corporation’s outstanding stock with S. C. Johnson Commercial Markets, Inc. being the surviving corporation pursuant to Section 253 of the Delaware General Corporation Law and Section 82 of the Massachusetts Business Corporation Law (the “Merger”);

RESOLUTIONS

1.  The merger of Johnson/Puritan Food Service, Inc. with and into S. C. Johnson Commercial Markets, Inc. is hereby approved and adopted on behalf of the Corporation, and the President or any other officer of the Corporation is hereby authorized and directed to execute the Certificate of Merger and file such certificate with the Secretary of State of Delaware substantially in the form and substance as reviewed and approved by the undersigned.

2.  The change of name of the Corporation, as set forth in the Certificate of Merger and the Articles of Merger, respectively, to “S. C. Johnson Commercial Markets, Inc.” is approved, adopted and ratified on behalf of the Corporation.

3.  The President or any other officer of the Corporation is authorized and directed, on behalf of the Corporation, to perform any and all other transactions contemplated by the Merger, to execute such other documents and to take such other actions as she or he in her or his sole discretion deems necessary, appropriate or advisable to effect the intent of the foregoing recitals and resolutions.

Dated this 9th day of January 2001.

SOLE DIRECTOR:
By:	/s/    DAVID C. QUAST
	David C. Quast

29

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

*****

S. C. Johnson Commercial Markets, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:    That the Board of Directors of said corporation, at a meeting duly held, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

“Article First of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

FIRST:    The name of the Corporation is JohnsonDiversey, Inc.”

SECOND:    That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware, and written notice of the adoption of the amendment shall be given as provided in Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

THIRD:    That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said S. C. Johnson Commercial Markets, Inc. has caused this certificate to be signed by JoAnne Brandes, its Secretary, this 1st day of May, 2002.

S. C. JOHNSON COMMERCIAL MARKETS,INC
By:	/S/    JOANNE BRANDES
	Senior Vice President and Secretary

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EX-3.2

Exhibit 3.2

CERTIFICATE OF FORMATION

OF

AUTO-C, LLC

1.  The name of the limited liability company is Auto-C, LLC.

2.  The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.  The Company shall perpetually exist from and after the Delaware Secretary of State issue a Certificate of Formation, unless dissolved earlier by law.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Auto-C, LLC this 19th day of April, 2002.

By:	/s/    JOEL T. MAY
	Joel T. May Authorized Person

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EX-3.3

Exhibit 3.3

CERTIFICATE OF INCORPORATION

OF

BUTCHER ACQUISITION CO.

FIRST:    The name of the corporation is Butcher Acquisition Co.

SECOND:    The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD:    The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:    The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars ($1,000.00).

FIFTH:    The name and mailing address of the incorporator is as follows:

Luis F. Machado

8310 — 16th Street

Sturtevant, WI 53177

The name and mailing address of each person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is as follows:

Luis F. Machado                             8310 — 16th Street

President and Secretary                Sturtevant, WI 53177

SIXTH:    The corporation is to have perpetual existence.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 4th day of August, 2000.

By:	/s/    LUIS F. MACHADO
	Luis F. Machado

CERTIFICATE OF MERGER OF

THE BUTCHER COMPANY, INC. WITH AND INTO

BUTCHER ACQUISITION CO.

In accordance with Section 253 of the Delaware General Corporation Law and Section 82 of the Massachusetts Business Corporation Law, the undersigned, as the duly appointed and acting Vice-President and Secretary of Butcher Acquisition Co., a Delaware corporation, (“BAC”), certifies as follows:

1.  BAC owns 100% of the outstanding shares of each class of stock of The Butcher Company, Inc., a Massachusetts corporation (the “Butcher Company”).

2.  Attached hereto as Exhibit A is a true and complete copy of the Resolutions of the Sole Director of BAC approving and adopting the merger of the Butcher Company with and into BAC (the “Merger”), which Resolutions have not been in any way amended, annulled, rescinded or revoked and are in full force and effect on the date hereof.

3.  As of the close of the business day on September 18, 2000, ARTICLE I of BAC’s Certificate of Incorporation shall be amended to read as follows:

The name of corporation is The Butcher Company.

Witness, my hand on this 14th day of September, 2000.

BUTCHER ACQUISITION CO.
By:	/s/    LUIS F. MACHADO
	Luis F. Machado Vice-President and Secretary

RECORD OF ACTION TAKEN BY CONSENT OF THE

SOLE DIRECTOR OF BUTCHER ACQUISITION CO.

The undersigned, being the sole director of Butcher Acquisition Co., a Delaware corporation (the “Corporation”), adopts the following Recitals and Resolutions in accordance with Section 141(f) of the Delaware General Corporation Law

RECITALS

A.  Pursuant to that certain Stock Purchase Agreement dated as of the same date hereof, by and between the Corporation and The Butcher Company Trust, the Corporation acquired all of the issued and outstanding stock of The Butcher Company, Inc., a Massachusetts corporation (the  “Butcher Company”).

B.  The undersigned deems it to be in the best interests of the Corporation to merge its wholly-owned subsidiary, the Butcher Company, with and into the Corporation, with the Corporation being the surviving corporation, pursuant to Section 253 of the Delaware General Corporation Law and Section 82 of the Massachusetts Business Corporation Law (the “Merger”).

RESOLUTIONS

1.  The Merger of the Butcher Company with and into the Corporation is hereby approved and adopted on behalf of the Corporation, and the President or any other appropriate officer of the Corporation is hereby authorized and directed to (a) execute the Certificate of Merger and file such certificate with the Secretary of State of Delaware, (b) and execute the Articles of Merger and file such articles with the Secretary of Commonwealth of Massachusetts, both substantially in the form and substance as reviewed and approved by the undersigned.

2.  The change of name of the Corporation, as set forth in the Certificate of Merger and the Articles of Merger, respectively, to “The Butcher Company” is approved, adopted and ratified on behalf of the Corporation.

3.  The President or any other appropriate officer of the Corporation is authorized and directed, on behalf of the Corporation, to perform any and all other transactions contemplated by the Merger, to execute such other documents and to take such other actions as she or he in her or his sole discretion deems necessary,

appropriate or advisable to effect the intent of the foregoing recitals and resolutions.

Dated as of the 14th day of September, 2000.

SOLE DIRECTOR:
BY:	/s/    LUIS F. MACHADO
	Luis F. Machado

2

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

CHEMICAL METHODS ASSOCIATES, INC.

GARTH L. BISCHOFF and FRED G. PALMER certify that:

1.  They are the President and the Secretary, respectively, of CHEMICAL METHODS ASSOCIATES, INC., a California corporation.

2 .  The Articles of Incorporation of this Corporation are amended in full and restated to read as follows:

ONE:  The name of this Corporation is:    CHEMICAL METHODS ASSOCIATES, INC.

TWO:  The purpose of this Corporation is to engage in any lawful act or activity a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:  This Corporation is authorized to issue two (2) classes of shares of common stock, to be kncwn as Class A Common Stock and Class B Common Stock. The total number of shares of each such class which this Corporation is authorized to issue is thirty million (30,000,000). Each share of Common Stock previously outstanding is hereby redesignated as a share of Class A Common Stock. The rights, preferences,

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privileges and restrictions of each class of common stock are as follows:

(a)  The shares of Class B Common Stock shall have no dividend rights, but shall in all other respects be treated the same as and equal to the shares of Class A Common Stock.

(b)  The holders of shares of Class B Common Stock shall be entitled upon submission of their share certificate(s) to the register to convert all or any portion of their shares of Class B Common Stock into shares of Class A Common Stock at a conversion rate of one share of Class B Common Stock for one share of Class A Common Stock at the date of the first Annual Meeting of this Corporation at or before which dividends totalling 23 cents per share have been paid or declared on the Class A Common Stock.

(c)  Each share of Class A Common Stock and each share of Class B Common Stock shall be entitled to one vote on all matters submitted to a vote of shareholders and no voting shall be in classes, except as expressly required by the General Corporation Law or by the following paragraph.

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(d)  The rights of any class of common shares shall be fixed by these Articles of Incorporation or an amendment thereto. If at any time the capital of this Corporation is divided into different classes of common shares, the rights attached to any class may be varied, subject to such Articles as amended, either while the corporation is a going concern or during or in contemplation of a reorganization or dissolution either (i) in such manner (if any) as may be provided by such rights or (ii) in the absence of any such provision, with the consent in writing of the holders of a majority of the issued shares of that class, or with the sanction of resolution passed by majority vote at a separate meeting of the holders of the shares of that class, but not otherwise.

FOUR:  This Corporation is authorized to issue one (1) class of Preferred Stock, par value $1 per share, to be known as the “Series A 9% Cumulative Convertible Preferred Stock” (the “Series A Preferred”). The total number of shares of Series A Preferred which this Corporation is authorized to issue is thirty thousand (30,000). The rights and privileges of such Series A Preferred shall be as follows:

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Part 1.  Dividends.

1A.  General Obligation.    When and as declared by the Company’s board of directors and to the extent permitted under the California Corporations Code, the Company will pay preferential dividends to the holders of the Series A Preferred as provided in this part 1. Except as otherwise provided herein, dividends on each share of the Series A Preferred ( a “Share”) will accrue cumulatively on a daily basis at the rate of 9% per annum of the Liquidation Value thereof from and including the date of issuance of such Share to and including the date on which the Liquidation Value of such Share is paid or the date on which such Share is converted . Such dividends will accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends. The date on which the Company initially issues any Share will be deemed to be its “date of issuance” regardless of the number of times transfer of such Share is made on the stock records maintained by or for the Company and regardless of the number of certificates which may be issued to evidence such Share.

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1B.  Dividend Reference Dates.    To the extent not paid on each March 31, June 30, September 30 and December 31 of each year, beginning June 30,1988 (the “Dividend Reference Dates”), all dividends which have accrued on each Share outstanding during the three-month period (or other period in the case of the initial Dividend Reference Date) ending upon each such Dividend Reference Date will be added to the Liquidation Value of such Share and will remain a part thereof until such dividends are paid.

1C.  Distribution of Partial Dividend Payments.    If at any time the Company pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment will be distributed ratably among the holders of such Shares based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder.

Part 2.  Liquidation.

Upon any liquidation, dissolution or winding up of the Company, the holders of Series A Preferred will be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value (plus dividends accrued thereon since the most recent Dividend Reference Date) of all Shares out-

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standing, and the holders of Series A Preferred will not be entitled to any further payment. If upon any such liquidation, dissolution or winding up of the Company, the Company’s assets to be distributed among the holders of the Series A Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid, then the entire assets to be distributed will be distributed ratably among such holders based upon the aggregate Liquidation Value (plus dividends accrued thereon since the most recent Dividend Reference Date) of the Series A Preferred held by each such holder. The Company will mail written notice of such liquidation, dissolution or winding up, not less than 60 days prior to the payment date stated therein, to each record holder of Series A Preferred. Neither the consolidation or merger of the Company into or with any other corporation or corporations, nor the sale or transfer by the Company of all or any part of its assets, nor the reduction of the capital stock of the Company, will be deemed to be a liquidation, dissolution or winding up of the Company within the meaning of this part 2.

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Part 3.  Redemptions.

3A.  Scheduled Redemption.    The Company will redeem all of the outstanding Shares on June 30, 1998 (the “Redemption Date”).

3B.  Redmption Price.    For each Share which is to be redeemed, the Company will be obligated on the Redemption Date to pay to the holder thereof (upon surrender by such holder at the Company’s principal office of the certificate representing such Share) an amount in immediately available funds (the “Redemption Price”) equal to the Liquidation Value thereof (plus dividends accrued thereon since the most recent Dividend Reference Date). If the funds of the Company legally available for redemption of Shares on the Redemption Date are insufficient to redeem the total number of Shares to be redeemed on such date, those funds which are legally available will be used to redeem the maximum possible number of Shares ratably among the holders of the Shares to be redeemed based upon the aggregate Liquidation Value of such Shares (plus dividends accrued thereon since the most recent Dividend Reference Date) held by each such holder. At any time thereafter when additional funds of the Company are legally available for the redemption of Shares, such funds will immediately be

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used to redeem the balance of the Shares which the Company has become obligated to redeem on the Redemption Date but which it has not redeemed.

3C.  Notice of Redemption.  The Company will mail written notice of redemption of Series A Preferred (plus dividends accrued thereon since the most recent Dividend Reference Date) to each record holder of Shares not more 6 nor less than 30 days prior to the date on which such redemption is to be made. In case fewer than the total number of Shares represented by any certificate are redeemed, a new certificate representing the number of unredeemed Shares will be issued to the holder thereof without cost to such holder within three business days after surrender of the certificate representing the redeemed Shares.

3D.  Dividends After Redemption Date.  No Share is entitled to any dividends accruing after the date on which the Liquidation Value (plus dividends accrued thereon since the most recent Dividend Reference Date) of such Share is paid. On such date all rights of the holder of such Share will cease, and such Share will not be deemed to be outstanding.

3E.  Redeemed or Otherwise Acquired Shares.  Any Shares which are redeemed or otherwise acquired by

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the Company will be cancelled and will not be reissued, sold or transferred.

3F.  Other Redemptions or Acquisition.    Neither the Company nor any Subsidiary will redeem or otherwise acquire any Series A Preferred, except as expressly authorized herein or pursuant to a purchase offer made pro-rata to all holders on the basis of the number of Shares of such class owned by each such holder.

Part 4.  Voting Rights.    The Company will not merge or consolidate with another corporation, sell all or substantially all of its assets or dissolve or liquidate without the prior approval of the holders of at least 66 ²/3% of the Series A Preferred then outstanding; provided that the Company may, without obtaining such approval, merge with any wholly-owned Subsidiary so long as (i) the Company is the surviving corporation, (ii) the terms of the Series A Preferred are not changed and (iii) the Series A Preferred is not exchanged for cash, securities or other property. Except as provided herein and as otherwise provided by law, the Series A Preferred will vote together with the Class A Common Stock on an as-if-converted basis on all matters.

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Part 5.  Conversion.

5A.  Conversion Procedure.

        (i)  Any holder of Series A Preferred may convert all or any portion of the Series A Preferred (including any fraction of a Share) held by such holder into a number of shares of Conversion Common computed by multiplying the number of Shares to be converted by $100 and dividing the result by the Conversion Price then in effect.

        (ii)  Each conversion of Series A Preferred will be deemed to have been effected as of the close of business on the date on which the certificate or certificates representing the Series A Preferred to be converted have been surrendered at the principal office of the Company. At such time as such conversion has been effected, the rights of the holder of such Series A Preferred as such holder will cease and the Person or Persons in whose name or names any certificate or certificates for shares of Conversion Common are to be issued upon such conversion will be deemed to have become the holder or holders of record of the shares of Conversion Common represented thereby.

        (iii)  As soon as possible after a conversion has been effected (but in any event within three

10

business days in the case of subparagraph (a) below), the Company will deliver to the converting holder:

(a)  a certificate or certificates representing the number of shares of Conversion Common issuable by reason of such conversion in such name or names and such denomination or denominations as the converting holder has specified:

(b)  payment in an amount equal to all accrued dividends with respect to each Share converted, which have not been paid prior thereto, plus the amount payable under subparagraph (vii) below with respect to such conversion; and

(c)  a certificate representing any Shares of Series A Preferred which were represented by the certificate or certificates delivered to the Company in connection with such conversion but which were not converted.

(iv)  If for any reason the Company is unable to pay any accrued dividends on the Series A Preferred being converted, the Company will pay such dividends to the converting holder as soon thereafter as funds of the Company are legally available for such payment. At the request of any such converting holder, the Company will provide such holder with written evidence of its obligation to such holder.

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At the converting holder’s option, all or a portion of such unpaid dividends may be used to acquire an additional number of shares of Conversion Common determined by dividing the amount of the unpaid dividends to be applied for such purpose, by the Conversion Price then in effect.

(v)  The issuance of certificates for shares of Conversion Common upon conversion of Series A Preferred will be made without charge to the holders of such Series A Preferred for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of shares of Conversion Common. Upon conversion of each share of Series A Preferred, the Company will take all such actions as are necessary in order to insure that the Conversion Common issuable with respect to such conversion will be validly issued, fully paid and nonassessable.

(vi)  The Company will not close its books against the transfer of Series A Preferred or of Conversion Common issued or issuable upon conversion of Series A Preferred in any manner which interferes with the timely conversion of Series A Preferred.

(vii)  If any fractional interest in a share of Conversion Common would, except for the provisions

12

of this subparagraph (vii), be deliverable upon any conversion of the Series A Preferred, the Company, in lieu of delivering the fractional share therefor, will pay an amount to the holder thereof equal to the Market Price of such fractional interest as of the date of conversion.

5B.  Conversion Price.

(i)  The initial Conversion Price will be $1.00. In order to prevent dilution of the conversion rights granted under this subdivision, the Conversion Price will be subject to adjustment from time to time pursuant to this part 5.

(ii)  If and whenever on or after the original date of issuance of the Series A Preferred the Company issues or sells, or in accordance with paragraph 5C is deemed to have issued or sold, any shares of its Common Stock for a consideration per share less than the Conversion Price in effect immediately prior to the time of such issue or sale, then forthwith upon such issue or sale the Conversion Price will be reduced to the Conversion Price determined by dividing (a) the sum of (1) the product derived by multiplying the Conversion Price in effect immediately prior to such issue or sale times the number of shares of Common Stock Deemed Outstanding

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immediately prior to such issue or sale, plus (2) the consideration, if any, received by the Company upon such issue or sale, by (b) the number of shares of Common Stock Deemed Outstanding immediately after such issue or sale.

5C.  Effect on Conversion Price of Certain Events.    For purposes of determining the adjusted

Conversion Price under paragraph 5B, the following will be applicable:

(i)  Issuance of Rights or Options.    If the Company in any manner grants any rights or options to subscribe for or to purchase Common Stock or any stock or other securities convertible into or exchangeable for Common Stock (such rights or options being herein called “Options” and such convertible or exchangeable stock or securities being herein called “Convertible Securities”) and the price per share for which Common Stock is issuable upon the exercise of such Options or upon conversion or exchange of such Convertible Securities is less than the Conversion Price in effect immediately prior to the time of the granting of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of such Con-

14

vertible Securities issuable upon the exercise of such Options will be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For purposes of this paragraph, the “price per share for which Common Stock is issuable” will be determined by dividing (A) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus the minimum aggregate amount of additional consideration payable to the Company upon exercise of all such Options, plus in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of such Convertible Securities and the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options. No further adjustment of the Conversion Price will be made when Convertible Securities are actually issued upon the exercise of such Options or when Common Stock is actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

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(ii)    Issuance of Convertible Securities.    If the Company in any manner issues or sells any Convertible Securities and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities will be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of this paragraph, the “price per share for which Common Stock is issuable” will be determined by dividing ( A ) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment of the Conversion Price will be made when Common Stock is actually issued upon the conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convert-

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ible Securities is made upon exercise of any Options for which adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this part 5, no further adjustment of the Conversion Price will be made by reason of such issue or sale.

(iii)  Change in Option Price or Conversion Rate.    If the purchase price provided for in any Options, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock change at any time, the Conversion Price in effect at the time of such change will be readjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

(iv)  Treatment of Expired Options and Unexercised Convertible Securities.    Upon the expiration of any Option or the termination of any right to convert or exchange any Convertible Security without

17

the exercise of any such Option or right, the Conversion Price then in effect hereunder will be adjusted to the Conversion Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Security, to the extent outstanding immediately prior to such expiration or termination, never been issued.

(v)  Calculation of Consideration Received.    If any Common Stock, Option or Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount received by the Company therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. If any Common Stock, Option or Convertible Security is issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the

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net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash and securities will be determined jointly by the Company and the holders of a majority of the outstanding Series A Preferred. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration will be determined by an independent appraiser jointly selected by the Company and the holders of a majority of the outstanding Series A Preferred.

(vi)  Integrated Transactions.    In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Option by the parties thereto, the Option will be deemed to have been issued for a consideration of $.01.

(vii)  Treasury Shares.    The number of shares of Common Stock outstanding at any given time does not include shares owned or held by or for the account of the Company or any Subsidiary, and the disposition of any shares so owned or held will be considered an issue or sale of Common Stock.

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(viii)  Record Date.    If the Company takes a record of the holders of Common Stock for the purpose of entitling them (a) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (b) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or upon the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

5D.  Subdivision or Combination of Common Stock.    If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced, and if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

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5E.  Reorganization, Reclassification, Consolidation, Merger or Sale.    Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company’s assets to another Person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.’’ Prior to the consummation of any Organic Change, the Company will make appropriate provisions (in form and substance reasonably satisfactory to the holders of a majority of the Series A Preferred then outstanding) to insure that each of the holders of Series A Preferred will thereafter have the right to acquire and receive, in lieu of or in addition to the shares of Conversion Common immediately theretofore acquirable and receivable upon the conversion of such holder’s Series A Preferred, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted his Series A Preferred immediately prior to such Organic Change. In any such case, the Company will make appropriate provisions (in form and substance reasonably satis-

21

factory to the holders of a majority of the Series A Preferred then outstanding) to insure that the provisions of this part 5 and part 6 and 7 will thereafter be applicable to the Series A Preferred (including, in the case of any such consolidation, merger or sale in which the successor corporation or purchasing corporation is other than the Company, an immediate adjustment of the Conversion Price to the value for the Common Stock reflected by the terms of such consolidation, merger or sale, and a corresponding immediate adjustment in the number of shares of Common Stock acquirable and receivable upon conversion of Series A Preferred, if the value so reflected is less than the Conversion Price in effect immediately prior to such consolidation, merger or sale). The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof, the successor corporation (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument (in form reasonably satisfactory to the holders of a majority of the Series A Preferred then outstanding), the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

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5F.  Certain Events.    If any event occurs of the type contemplateded by the provisions of this part 5 but not expressly provided for by such provisions, then the Company’s board of directors will make an appropriate adjustment in the Conversion Price so as to protect the rights of the holders of Series A Preferred; provided that no such adjustment will increase the Conversion Price as otherwise determined pursuant to this part 5 or decrease the number of shares of Conversion Common issuable upon conversion of each Share of Series A Preferred.

5G.  Notices.

( i )  Immediately upon any adjustment of the Conversion Price, the Company will give written notice thereof to all holders of Series A Preferred.

(ii)  The Company will give written notice to all holders of Series A Preferred at least 20 days prior to the date on which the Company closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock or (c) for determining rights to vote with respect to any Organic Change, dissolution or liquidation.

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(iii)  The Company will also give written notice to the holders of Series A Preferred at least 20 days prior to the date on which any Organic Change will take place.

Part 6.  Liquidating Dividends.

If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company will pay to the holders of Series A Preferred at the time of payment thereof the Liquidating Dividends which would have been paid on the Conversion Common had such Series A Preferred been converted immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

Part 7.  Purchase Rights.

If at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class

24

of Common Stock (the “Purchase Rights”), then each holder of Series A Preferred will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Conversion Common acquirable upon conversion of such holder’s Series A Preferred immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Part 8.  Registration of Transfer.

The Company will keep at its principal office a register for the registration of Series A Preferred. Upon the surrender of any certificate representing Series A Preferred at such place, the Company will, at the request of the record holder of such certificate, execute and deliver (at the Company’s expense) a new certificate or certificates in exchange therefor representing in the aggregate the number of Shares represented by the surrendered certificate. Each such new certificate will be registered in such name and will represent such number of Shares as is

25

requested by the holder of the surrendered certificate and will be substantially identical in form to the surrendered certificate, and dividends will accrue on the Series A Preferred represented by such new certificate from the date to which dividends have been fully paid on such Series A Preferred represented by the surrendered certificate.

Part 9.  Replacement.

Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing Shares of Series A Preferred, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation upon surrender of such certificate, the Company will (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of Shares of Series A Preferred represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends will accrue on the Series A Preferred represented by such new certificate from the date to

26

which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

Part 10.  Definitions.

“Common Stock” means, collectively, the Company’s Class A Common Stock, no par value, the Company’s Class B Common Stock, no par value, and any capital stock of any class of the Company hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Company.

“Common Stock Deemed Outstanding’’ means, at any given time, the number of shares of Common Stock actually outstanding at such time, plus the number of shares of Common Stock deemed to be outstanding pursuant to part 5.

“Conversion Common” means shares of the Company’s Class A Common Stock, no par value; provided that if there is a change such that the securities issuable upon conversion of the Series A Preferred are issued by an entity other than the Company or there is a change in the class of securities so issuable, then the term “Conversion Common” will

27

mean one share of the security issuable upon conversion of the Series A Preferred if such security is issuable in shares, or will mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Junior Securities” means any of the Company’s equity securities other than the Series A Preferred.

“Liquidation Value” of any Share will initially equal $100 (subject to increase by the amount of any accrued but unpaid dividends in accordance with Part 1B hereof).

“Market Price” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation

28

Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which “Market Price” is being determined and the 20 consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” will be the fair value thereof determined jointly by the Company and the holders of a majority of the Series A Preferred. If such parties are unable to reach agreement within a reasonable period of time, such fair value will be determined by an independent appraiser jointly selected by the Company and the holders of a majority of the Series A Preferred.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Subsidiary” means any corporation of which the shares of stock having a majority of the general voting power in electing the board of directors are, at the time as of which any determination is being

29

made, owned by the Company either directly or indirectly through Subsidiaries.

Part 11.  Amendment.

No amendment, (including by way of merger or consolidation) will be binding or effective with respect to any provision of these Articles of Incorporation without the prior written consent of the holders of at least a majority of the Series A Preferred outstanding at the time such action is taken.

Part 12.  Notices.

Except as otherwise expressly provided, all notices referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (i) to the Company, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Company (unless otherwise indicated by any such holder).

FIVE:  The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

30

SIX:  The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code.

3.  The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors.

4 .  The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the Corporation’s Common Stock is 3,472,173. The number of shares of Common Stock voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. The total number of outstanding shares of the Corporation’s Class B Common Stock is 8,511,662. The number of shares of Class B Common Stock voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

31

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Executed at Garden Grove, California on April 29, 1988.

/s/    GARTH L. BISCHOFF        

Garth L. Bischoff

President

/s/    FRED G. PALMER        

Fred G. Palmer

Secretary

32

EX-3.5

Exhibit 3.5

ARTICLES OF INCORPORATION

OF

J & M ARREOLA, INC.

ONE:  The name of this corporation is:

J & M ARREOLA, INC.

TWO:  The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:  The name and address in the State of California of this Corporation’s initial agent for service of process is:

Bruce H. Haglund

c/o ROBERT V. GIBSON

660 Newport Center Drive, Ste. 535

Newport Beach, California 92660

FOUR:  This Corporation is authorized to issue only one class of shares of stock, the total number of shares which this corporation is authorized to issue is ten thousand (10,000).

Dated at Newport Beach, California on August 5, 1982.

/s/    BRUCE H. HAGLUND        

Bruce H. Haglund

I hereby declare that I am the person who executed the above Articles of Incorporation and that such execution is my act and deed.

/s/    BRUCE H. HAGLUND        

Bruce H. Haglund

AMENDMENT OF

ARTICLES OF INCORPORATION

OF

J & M ARREOLA, INC.

GARTH L. BISCHOFF, FRED G. PALMER and ROBERT V. GIBSON certify that:

1.  They constitute a majority of the directors of J & M ARREOLA, INC.

2.  They hereby adopt the following amendment of the Articles of Incorporation of this Corporation.

     The Articles of Incorporation are amended in full to read as follows:

  ONE:  The name of this Corporation is:

CHEMICAL METHODS LEASCO, INC.

  TWO:  The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

  THREE:  This Corporation is authorized to issue only one class of shares of stock; and the total number of shares which this Corporation is authorized to issue is One Hundred Thousand (100,000).

  FOUR:  This Corporation elects to be governed by all of the provisions of the General Corporation Law effective January 1, 1977 not otherwise applicable to it under Chapter 23 thereof.

1

3.  No shares have been issued.

We further declare under penalty of perjury under the laws of the state of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: Dec. 2, 1982

/s/    GARTH L. BISCHOFF        

Garth L. Bischoff

Director

/s/    FRED G. PALMER        

Fred G. Palmer

Director

/s/    ROBERT V. GIBSON        

Robert V. Gibson

Director

2

EX-3.6

Exhibit 3.6

ARTICLES OF INCORPORATION

OF

DUBOIS INTERNATIONAL, INC.

*  *  *  *  *

THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, do hereby certify:

FIRST.  The name of said corporation shall be DuBois International, Inc.

SECOND.  The place in the State of Ohio where its principal office is to be located is Cincinnati in Hamilton County.

THIRD.  The purposes for which it is formed are:

To engage in any lawful act or activity for which corporations may be formed under Chapter 1701 of the Revised Code of Ohio.

FOURTH.  The authorized number of shares of the corporation is One Thousand (1,000) common shares, all of which shall be with a par value of One Dollar ($1.00) each.

FIFTH.  The amount of stated capital with which the corporation will begin business is One Thousand Dollars ($1,000.00).

SIXTH.  The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation, or of the directors, or of all of the shareholders:

The board of directors is expressly authorized to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose or to abolish any such reserve in the manner in which it was created, and to purchase on behalf of the corporation any shares issued by it to the extent of the surplus of the aggregate of its assets over the aggregate of its liabilities plus stated capital.

The corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the corporation.

Any amendments to the articles of incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of

shares entitling them to exercise a majority of the voting power of the corporation. 

SEVENTH.  The corporation reserves the right to amend, alter, change or repeal any provision contained in its articles of incorporation, in the manner now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of Ohio, and all rights conferred upon shareholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, we have hereunto subscribed our names this 7th day of September, 1987.

/s/    G. L. HATFIELD        

G. L. Hatfield

/s/    S. J. METZO        

S. J. Metzo

/s/        C. A. RECORD        

C. A. Record

CERTIFICATE OF MERGER

OF

DWB EXPORT, INC. and DUBOIS FSC, LIMITED

corporations of the U.S. Virgin Islands

INTO

DUBOIS INTERNATIONAL, INC.

a corporation of the State of Ohio

The Agreement of Merger to which this certificate is attached, having been first duly approved on behalf of DuBois International, Inc., a corporation of the State of Ohio by a majority of the board of directors of said corporation by unanimous written consent was duly submitted to the shareholder of DuBois International, Inc. at a special meeting of said shareholder, called separately from the meeting of the shareholders of any other corporation, for the purpose of considering and approving or rejecting said Agreement of Merger and held upon due notice accompanied by a summary or copy of said Agreement given to the sole shareholder of said corporation, on the 31st day of August, 1993, and that said Agreement of Merger was adopted by the vote of the sole shareholder of said corporation; whereupon said Agreement of Merger was duly adopted as the act of the said corporation.

The Agreement of Merger to which this certificate is attached having been duly approved on behalf of DWB Export, Inc. and DuBois FSC, Limited, corporations of the U.S. Virgin Islands by a resolution of their respective boards of directors, and was submitted in writing and approved by the shareholders of DWB EXPORT, INC. and DUBOIS FSC, LIMITED pursuant to the laws of the U.S. Virgin Islands.

		DUBOIS INTERNATIONAL, INC.
		By	/s/    D.V.M. HULL
			D.V.M. Hull, President
		By	/s/    M. J. HANKET
			M. J. Hanket, Assistant Secretary
DUBOIS FSC, LIMITED		DWB EXPORT, INC.
By	/s/    D. N. GRAY	By	/s/    T. C. MAYERS
	D. N. Gray, President		T. C. Mayers, President
By	/s/    M. J. HANKET	By	/s/    G. S. HARRIS
	M. J. Hanket, Secretary		G. S. Harris, Secretary

AGREEMENT OF MERGER

MERGING

DWB EXPORT, INC. AND DUBOIS FSC, LIMITED

corporations of the U.S. Virgin Islands

INTO

DUBOIS INTERNATIONAL, INC.

a corporation of the State of Ohio

AGREEMENT OF MERGER, dated this 31st day of August, 1993 made by and between DuBois International, Inc., an Ohio corporation, DWB Export, Inc., a corporation organized and existing under and by virtue of the laws of the U.S. Virgin Islands, and DuBois FSC, Limited, a corporation organized and existing under and by virtue of the laws of the U.S. Virgin Islands.

WITNESSETH that:

WHEREAS, the respective Boards of Directors and Shareholders of the constituent corporations deem it advisable that the corporations merge into a single corporation, as hereinafter specified; and

WHEREAS, the provisions of Title 17, Chapter 1701 of the Revised Code of Ohio authorize the merger of corporations organized under the laws of other states into a corporation organized under the Laws of Ohio, and the provisions of Title 13, Section 252 of the Virgin Islands Code authorize the merger of a corporation organized under the laws of the U.S. Virgin Islands into a corporation organized under the laws of another state; and

WHEREAS, said DuBois International, Inc. by its articles of incorporation filed in the office of the Ohio Secretary of State on September 10, 1987 has an authorized capital stock consisting of one thousand (1000) shares of common stock with one dollar ($1.00) par value, of which common stock one thousand (1000) shares of such common stock are now issued and outstanding; and

WHEREAS, said DWB Export, Inc. by its articles of incorporation filed in the office of the Lieutenant Governor of the U.S. Virgin Islands on March 27, 1985, and another in the office of the Clerk of the District Court in the Judicial Division of St. Thomas on March 27, 1985 has an authorized capital stock consisting of two thousand (2000) common shares at no par value, of which capital stock two thousand (2000) share are now issued and outstanding; and

WHEREAS, said DuBois FSC, Limited (formerly Chemed FSC, Limited) by its articles of incorporation filed in the office of the Lieutenant Governor on August 8, 1985 and another in the office of the Clerk of the District Court in the Judicial Division of St. Thomas on August 18, 1985 has an authorized capital stock consisting of one thousand (1000) shares of the par value of one dollar ($1.00) each, all of one class, amounting in the aggregate to one thousand dollars ($1000.00), of which capital stock one thousand (1000) shares are now issued and outstanding; and

WHEREAS, the principal office of said DuBois International, Inc. is located at 12025 Tech Center Drive, Livonia Michigan 48150; and the principal office of said DWB Export, Inc. in the Virgin Islands is located at 11A and B Curacao Gade in the city of St. Thomas, and the name and address of its resident agent is Chase Trade, Inc., P.O. Box 6220 11A and B Curacao Gade, St. Thomas, U.S. Virgin Islands 00804; and the principal office of DuBois FSC, Limited in the Virgin Islands is located at Guardian Building, Second Floor in the city of Havensight, Municipality of St. Thomas, and the name and address of its resident agent is ABN AMRO Trust Company (Virgin Islands Inc.), Guardian Building, Second Floor in the city of Havensight, P.O. Box 12150, St. Thomas, USVI 00801;

NOW, THEREFORE, the corporations, parties to this agreement, by and between their respective boards of directors, in consideration of the mutual covenants, agreements, and provisions hereinafter contained do hereby prescribe the terms and conditions of said merger and to carrying the same into effect as follows:

FIRST:    DWB Export, Inc. and DuBois FSC, Limited, organized and existing under the laws of the U.S. Virgin Islands, shall be and hereby are merged into DuBois International, Inc., and said DuBois International, Inc. hereby merges into itself DWB Export, Inc. and DuBois FSC, Limited; DuBois International, Inc. shall be the continuing and surviving corporation (hereinafter in this agreement referred to as the “Surviving Corporation”) and shall be governed by the Corporation Law of the State of Ohio.

SECOND:    The Surviving Corporation agrees to be served with process in the U.S. Virgin Islands for the enforcement of any obligation of the merged corporations, as well as for enforcement of any obligations of the Surviving Corporation arising from this merger. The Surviving Corporation appoints the Lieutenant Governor of the U.S. Virgin Islands as its agent for the service of process. The address to which a copy of such process shall be mailed by the Lieutenant Governor is: 12025 Tech Center Drive, Livonia, Michigan 48150.

THIRD:    The terms and conditions of the merger are as follows:

(A)  The separate corporate existence of DWB Export, Inc. and DuBois FSC, Limited shall cease upon the effectiveness of the Merger;

(B)  The separate corporate existence of the Surviving Corporation with all its purposes, objects, rights, privileges, powers and franchises shall continue unaffected and unimpaired by the Merger;

(C)  The Surviving Corporation shall assume all of the liabilities and obligations of DWB Export, Inc. and DuBois FSC, Limited upon the effectiveness of the Merger;

(D)  The Certificate of Incorporation and By-Laws of DuBois International, Inc., as in effect immediately prior to the effectiveness of the Merger, shall be the Certificate of Incorporation and By-laws of the Surviving Corporation and shall continue in full force and effect until further amended or restated in the manner prescribed by the provisions of the General Corporation Law of the State of Ohio;

(E)  The directors and officers of DuBois International, Inc. immediately prior to the effectiveness of the Merger shall be the directors and officers of the Surviving Corporation and shall hold such positions as provided in the By-laws of the Surviving Corporation;

(F)  Upon the effectiveness of the Merger, each of the issued shares of common stock of DWB Export, Inc. and DuBois FSC, Limited shall be surrendered and extinguished and each of the issued shares of common stock of DuBois International, Inc. shall remain issued and each certificate therefore shall continue to evidence the same number of shares of common stock of the Surviving Corporation; and

(G)  Upon the effectiveness of the Merger, the Surviving Corporation shall be possessed of all assets and property of every description and every interest therein, wherever located, and the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, of the constituent corporations, and all obligations belonging to or due to each of the constituent corporations, all of which shall be vested in the Surviving Corporation without further act or deed. Title to any real estate or any interest therein vested in any constituent corporation shall not revert or in any way be impaired by reason of such merger or consolidation.

FOURTH:    The appropriate officers of the Surviving Corporation are authorized and empowered in the name and on behalf of the Surviving Corporation, to take such additional action and to execute and deliver such additional agreements, documents and instruments as each may deem necessary or appropriate to implement the provisions of the foregoing resolutions, the authority for the taking of such action and the execution and delivery of such agreements, documents and instruments to be conclusively evidenced thereby.

IN WITNESS WHEREOF, the parties to this agreement, pursuant to authority duly given by their respective boards of directors have caused these presents to be executed by their respective presidents and a majority of their directors, and their respective corporate seals affixed.

	DWB EXPORT, INC.
	By	/s/    T. C. MAYERS
		T. C. Mayers, President
	A majority of the Board of Directors:
	/s/    T. C. MAYERS
	T. C. Mayers
ATTEST:
/s/ G. S. HARRIS	/s/    E. C. TRIMBLE
G. S. Harris, Secretary	E. C. Trimble

	DUBOIS FSC, LIMITED
	By	/s/    D. N. GRAY
		D. N. Gray, President
ATTEST:	A majority of the Board of Directors:
/s/    M. J. HANKET	/s/    D. N. GRAY
M. J. Hanket, Secretary	D. N. Gray
	/s/    J. W. REA
	J. W. Rea

	/s/    M. J. HANKET
	M. J. Hanket
	DUBOIS INTERNATIONAL, INC.
	By	/s/    D.V.M. HULL
		D.V.M. Hull, President
ATTEST:	A majority of the Board of Directors:
/s/    M. J. HANKET	/s/    D.V.M. HULL
M. J. Hanket, Assistant Secretary	D.V.M. Hull
	/s/    M. J. HANKET
	M. J. Hanket

CANADA	)
	)
PROVINCE OF ONTARIO	)
	)
JUDICIAL DISTRICT     OF PEEL	) )
	)
	)
	)
TO WIT:	)

BE IT REMEMBERED that on this thirty first day of August, A.D. 1993, personally came before me SUSAN MARIE RABKIN, a Notary Public in and for the Province of Ontario, Canada, David Victor Michael Hull, President of DuBois International, Inc., a corporation of the State of Ohio and one of the corporations described in and which executed the foregoing Agreement of Merger, known to me personally to be such, and he the said President as such President duly executed said Agreement of Merger before me and acknowledged said Agreement of Merger to be the act, deed and agreement of said DuBois International, Inc., that the signatures of the said President and the Secretary of said corporation to said foregoing Agreement of Merger are in the handwriting of the said President and Assistant Secretary of said DuBois International, Inc. and that the seal affixed to said Agreement of Merger is the common corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

/s/    SUSAN M. RABKIN

SUSAN MARIE RABKIN

A Notary Public in and for

The Province of Ontario, Canada

I, Mark J. Hanket, Secretary of DuBois FSC, Limited, a corporation organized and existing under the laws of the Virgin Islands, hereby certify, as such secretary and under the seal of the said corporation, that the Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation by a majority of the directors thereof and having been signed by a majority of the directors of DWB Export, Inc., a corporation of the Virgin Islands, and having been signed by a majority of the directors of DuBois International, Inc., an Ohio corporation, was duly adopted pursuant to Section 196 of Title 13 of the Virgin Islands Code, by the unanimous written consent of the stockholders holding all of the shares of the capital stock of the corporation same being all of the shares issued and outstanding, which Agreement of Merger was thereby adopted as the act of the stockholders of said DuBois FSC, Limited, and the duly adopted agreement and act of the said corporation.

WITNESS my hand and the seal of said DuBois FSC, Limited on this thirty first day of August, 1993.

/s/    MARK J. HANKET

Mark J. Hanket, Secretary

I, Gabi S. Harris, Secretary of DWB Export, Inc., a corporation organized and existing under the laws of the Virgin Islands, hereby certify, as such secretary and under the seal of the said corporation, that the Agreement of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation by a majority of the directors thereof and having been signed by a majority of the directors of DuBois FSC, Limited, a corporation of the Virgin Islands, and having been signed by a majority of the directors of DuBois International, Inc., an Ohio corporation, was duly adopted pursuant to Section 196 of Title 13 of the Virgin Islands Code, by the unanimous written consent of the stockholders holding all of the shares of the capital stock of the corporation same being all of the shares issued and outstanding, which Agreement of Merger was thereby adopted as the act of the stockholders of said DWB Export, Inc., and the duly adopted agreement and act of the said corporation.

WITNESS my hand and the seal of said DWB Export, Inc. on this thirty first day of August, 1993.

/s/    GABI S. HARRIS

Gabi S. Harris, Secretary

EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

INTEGRATED SANITATION MANAGEMENT, INC.

FIRST:  The name of the Corporation is Integrated Sanitation Management, Inc.

SECOND:  The registered office of the Corporation is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware. The name of its registered agent is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware as now in force or hereafter amended.

FOURTH:  The total number of shares of all classes of stock which the Corporation shall have authority to issue is one thousand (1,000), all of which shares shall be common stock and shall have a par value of One Dollar ($1.00) per share.

FIFTH:  The name and mailing address of the incorporator is Floyd W. Smith, Jr., S. C. Johnson & Son, Inc., 1525 Howe Street, Racine County, Racine, Wisconsin 53403-5011.

SIXTH:  The Corporation is to have perpetual existence.

SEVENTH:  The number of directors constituting the Board of Directors shall be fixed by the By-laws, but shall not be less than three (3).

EIGHTH:  In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, or repeal the By-laws of the Corporation.

NINTH:  Meetings of stockholders may be held within or without the state of Delaware, as the By-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the state of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-laws of the Corporation. Elections of directors need not be by written ballot unless the By-laws of the Corporation shall so provide.

TENTH:  The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH:  To the fullest extent permitted by the General Corporation Law of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this Article ELEVENTH shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

TWELFTH:  Any person who is a party or is threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, by reason of the fact that he is or was a director or Officer or employee of the Corporation or of another organization or

-2-

enterprise at the request of the Corporation shall be indemnified by the Corporation to the fullest extent now or hereafter permitted by law.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 19th day of February, 1988.

/s/    FLOYD W. SMITH, JR.       

Floyd W. Smith, Jr.

Incorporator

-3-

EX-3.8

Exhibit 3.8

CERTIFICATE OF FORMATION

OF

JOHNSON DIVERSEY SUBSIDIARY AC, LLC

1.  The name of the limited liability company is Johnson Diversey Subsidiary AC, LLC.

2.  The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.  The Company shall perpetually exist from and after the date the Delaware Secretary of State issue a Certificate of Formation, unless dissolved earlier by law.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Johnson Diversey Subsidiary AC, LLC this 25^th day of March, 2002.

/s/    JOEL T. MAY        

Joel T. May

Authorized Person

CERTIFICATE OF AMENDMENT

OF

JOHNSON DIVERSEY SUBSIDIARY AC, LLC

1.    The name of the limited liability company is Johnson Diversey Subsidiary AC, LLC.

2.    The Certificate of Formation of the limited liability company is hereby amended as follows:

*****

1.    The name of the limited liability company is JD Real Estate Subsidiary, LLC.

*****

3.    This Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment of Johnson Diversey Subsidiary AC, LLC this 24^th day of April, 2002.

/s/    JOANNE BRANDES        

JoAnne Brandes

President

EX-3.9

Exhibit 3.9

THE COMPANIES LAW (2001 SECOND REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES

OF

ASSOCIATION

OF

JOHNSON DIVERSEY CAYMAN, INC.

THE COMPANIES LAW (2001 SECOND REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

JOHNSON DIVERSEY CAYMAN, INC.

1 The name of the Company is Johnson Diversey Cayman, Inc.

2 The registered office of the Company shall be at the offices of M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, or at such other place as the Directors may from time to time decide.

3 The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2001 Second Revision) or as revised, or any other law of the Cayman Islands.

4 The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

5 The share capital of the Company is US$50,000 divided into 50,000 shares of a par value of US$1.00 each.

6 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7 Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

WE, the subscriber to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum of Association, and we agree to take the number of shares shown opposite our name.

DATED this 19th day of April, 2002.

SIGNATURE and ADDRESS of SUBSCRIBER	NUMBER of SHARES TAKEN
M&C Corporate Services Limited Of P.O. Box 309GT, Ugland House South Church Street, George Town, Grand Cayman, Cayman Islands	One
acting by:
/s/    GARETH GRIFFITHS         Gareth Griffiths	I, Faith J. Andejak-Zamora, a Notary Public in and for the Cayman Islands hereby certify this document to be a true and correct copy of the original. this 22 day of April 2002.
/s/    MATTHEW GARDNER         Matthew Gardner	/s/    FAITH J. ANDREJAK-ZAMORA         (My commission expires on 31st January 2003)
/s/    FAITH J. ANDREJAK-ZAMORA         Faith J. Andrejak-Zamora Witness to the above signatures

I, Renda S. Cornwall, Asst. Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true and correct copy of the Memorandum of Association of this Company duly incorporated on the 19th day of April, 2002.

/s/    RENDA S. CORNWALL

Asst. Registrar of Companies

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THE COMPANIES LAW (2001 SECOND REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

JOHNSON DIVERSEY CAYMAN, INC.

INTERPRETATION

1 In these Articles Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Articles”	means these articles of association of the Company.
“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).
“Company”	means the above named company.
“Directors”	means the directors for the time being of the Company.
“Dividend”	includes an interim dividend.
“Electronic Record”	has the same meaning as in the Electronic Transactions Law (2000 Revision).
“Member”	has the same meaning as in the Statute.
“Memorandum”	means the memorandum of association of the Company.
“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.
“Register of Members”	means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.
“Registered Office”	means the registered office for the time being of the Company.
“Seal”	means the common seal of the Company and includes every duplicate seal.
“Secretary”	includes an assistant secretary and any person appointed to perform the duties of secretary of the Company.
“Share” and “Shares”	means a share or shares in the Company and includes a fraction of a share.

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“Special Resolution”	has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”	means the Companies Law (2001 Second Revision) of the Cayman Islands.

2 In the Articles:

2.1	words importing the singular number include the plural number and vice-versa;
2.2	words importing the masculine gender include the feminine gender;
2.3	words importing persons include corporations;
2.4	“written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;
2.5	references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;
2.6	any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
2.7	headings are inserted for reference only and shall be ignored in construing these Articles.

COMMENCEMENT OF BUSINESS

3 The business of the Company may be commenced as soon after incorporation as the Directors shall see fit.

4 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

ISSUE OF SHARES

5 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or

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other rights or restrictions, whether in regard to Dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper.

6 The Company shall not issue Shares to bearer.

REGISTER OF MEMBERS

7 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

8 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other proper purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting of Members the Register of Members shall be closed for at least ten days immediately preceding the meeting.

9 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members, and for the purpose of determining the Members entitled to receive payment of any Dividend.

10 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such Dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

CERTIFICATES FOR SHARES

11 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company

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for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

12 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

13 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

TRANSFER OF SHARES

14 Shares are transferable subject to the consent of the Directors who may, in their absolute discretion, decline to register any transfer of Shares without giving any reason. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.

15 The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members.

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REDEMPTION AND REPURCHASE OF SHARES

16 Subject to the provisions of the Statute the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company. The redemption of such Shares shall be effected in such manner as the Company may, by Special Resolution, determine before the issue of the Shares.

17 Subject to the provisions of the Statute, the Company may purchase its own Shares (including any redeemable Shares) provided that the Members shall have approved the manner of purchase by Ordinary Resolution.

18 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

VARIATION OF RIGHTS OF SHARES

19 If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound–up, be varied with the consent in writing of the holders of three-quarters of the issued Shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the Shares of that class.

20 The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class of Shares except that the necessary quorum shall be one person holding or representing by proxy at least one–third of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

21 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith.

COMMISSION ON SALE OF SHARES

22 The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

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NON–RECOGNITION OF TRUSTS

23 The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only asis otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

LIEN ON SHARES

24 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

25 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been given to the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

26 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under these Articles.

27 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any residue shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

CALL ON SHARES

28 Subject to the terms of the allotment the Directors may from time to time make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the

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Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

29 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

30 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

31 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine, but the Directors may waive payment of the interest wholly or in part.

32 An amount payable in respect of a Share on allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

33 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

34 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

35 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend declared in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

FORFEITURE OF SHARES

36 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days notice requiring payment of the amount unpaid together with any interest, which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

37 If the notice is not complied with any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the

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Directors. Such forfeiture shall include all Dividends or other monies declared payable in respect of the forfeited Share and not paid before the forfeiture.

38 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

39 A person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

40 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the fact as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

41 The provisions of these Articles as to forfeiture shall apply in the case of non–payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

TRANSMISSION OF SHARES

42 If a Member dies the survivor or survivors where he was a joint holder, and his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share, which had been jointly held by him.

43 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some person nominated by him as the transferee. If he elects to become the holder he shall give notice to the Company to that effect, but the Directors shall, in either case, have the same right to decline or

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suspend registration as they would have had in the case of a transfer of the Share by that Member before his death or bankruptcy, as the case may be.

44 If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

45 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same Dividends and other advantages to which he would be entitled if he were the registered holder of the Share. However, he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share. If the notice is not complied with within ninety days the Directors may thereafter withhold payment of all Dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

AMENDMENTS OF MEMORANDUM AND ARTICLES OF

ASSOCIATION AND ALTERATION OF CAPITAL

46 The Company may by Ordinary Resolution:

46.1 increase the share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

46.2 consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

46.3 by subdivision of its existing Shares or any of them divide the whole or any part of its Share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

46.4 cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person.

47 All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

48 Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution:

48.1 change its name;

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48.2 alter or add to these Articles;

48.3 alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

48.4 reduce its share capital and any capital redemption reserve fund.

REGISTERED OFFICE

49 Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office.

GENERAL MEETINGS

50 All general meetings other than annual general meetings shall be called extraordinary general meetings.

51 The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

52 The Company may hold an annual general meeting, but shall not (unless required by Statute) be obliged to hold an annual general meeting.

53 The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.

54 A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than ten per cent. in par value of the capital of the Company as at that date carries the right of voting at general meetings of the Company.

55 The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

56 If the Directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting

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so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days.

57 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

58 At least five days’ notice shall be given of any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

58.1 in the case of an annual general meeting, by all the Members (or their proxies) entitled to attend and vote thereat; and

58.2 in the case of an extraordinary general meeting, by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety–five per cent. in par value of the Shares giving that right.

59 The accidental omission to give notice of a general meeting to, or the non–receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

60 No business shall be transacted at any general meeting unless a quorum is present. Two Members being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorised representative shall be a quorum unless the Company has one Member in which case the quorum shall be that one Member present in person or by proxy or (in the case of a corporation or other non-natural person) by a duly authorised representative.

61 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

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62 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

63 If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum.

64 The chairman, if any, of the board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

65 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be chairman of the meeting.

66 The chairman may, with the consent of a meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

67 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy and holding at least ten per cent. in par value of the Shares giving a right to attend and vote at the meeting.

68 Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

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69 The demand for a poll may be withdrawn.

70 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

71 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

72 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a second or casting vote.

VOTES OF MEMBERS

73 Subject to any rights or restrictions attached to any Shares, on a show of hands every Member who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative, shall have one vote and on a poll every Member shall have one vote for every Share of which he is the holder.

74 In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

75 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

76 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

77 No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

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78 On a poll or on a show of hands votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands.

79 A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

PROXIES

80 The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.

81 The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

81.1 not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

81.2 in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

81.3 where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at the Registered Office no later than the time for holding the meeting or adjourned meeting. The chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

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82 The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

83 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

CORPORATE MEMBERS

84 Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

SHARES THAT MAY NOT BE VOTED

85 Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

DIRECTORS

86 There shall be a board of Directors consisting of not less than one person (exclusive of alternate Directors) provided however that the Company may from time to time by Ordinary Resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the subscribers.

POWERS OF DIRECTORS

87 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that

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direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

88 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

89 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

90 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

APPOINTMENT AND REMOVAL OF DIRECTORS

91 The Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director.

92 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

VACATION OF OFFICE OF DIRECTOR

93 The office of a Director shall be vacated if:

93.1 he gives notice in writing to the Company that he resigns the office of Director; or

93.2 if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or

93.3 if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

93.4 if he is found to be or becomes of unsound mind; or

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93.5 if all the other Directors of the Company (being not less than two in number) resolve that he should be removed as a Director.

PROCEEDINGS OF DIRECTORS

94 The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be two if there are two or more Directors, and shall be one if there is only one Director. A person who holds office only as an alternate Director shall, if his appointor is not present, be counted in the quorum.

95 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

96 A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

97 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

98 A Director or alternate Director may, or other officer of the Company on the requisition of a Director or alternate Director shall, call a meeting of the Directors by at least two days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.

99 The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

100 The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

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101 All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.

102 A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

PRESUMPTION OF ASSENT

103 A Director of the Company who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIRECTORS’ INTERESTS

104 Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

105 A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

106 A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

107 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way

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interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

108 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

MINUTES

109 The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting.

DELEGATION OF DIRECTORS’ POWERS

110 The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

111 The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards.

112 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the

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delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

113 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

114 The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors or Members.

ALTERNATE DIRECTORS

115 Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

116 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence.

117 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

118 Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

119 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

NO MINIMUM SHAREHOLDING

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120 The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

REMUNERATION OF DIRECTORS

121 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

122 The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

SEAL

123 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose.

124 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

125 A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

126 Subject to the Statute and this Article, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefor. No Dividend or distribution

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shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.

127 Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

128 The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

129 The Directors may declare that any Dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

130 Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders.

131 No Dividend or distribution shall bear interest against the Company.

132 Any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

CAPITALISATION

133 The Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund)

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or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

BOOKS OF ACCOUNT

134 The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

135 The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

136 The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

AUDIT

137 The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors, and may fix his or their remuneration.

138 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

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139 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

NOTICES

140 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if posted from one country to another, is to be sent airmail.

141 Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre–paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

142 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

143 Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his

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death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

WINDING UP

144 If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

145 If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

INDEMNITY

146 Every Director, agent or officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own wilful neglect or default. No such Director, agent or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the wilful neglect or default of such Director, agent or officer.

FINANCIAL YEAR

147 Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

TRANSFER BY WAY OF CONTINUATION

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148 If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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DATED this 19th day of April, 2002.

M&C Corporate Services Limited

Of P.O. Box 309GT, Ugland House

South Church Street, George Town,

Grand Cayman, Cayman Islands

acting by:

/s/    GARETH GRIFFITHS         Gareth Griffiths	I, Faith J. Andejak-Zamora, a Notary Public in and for the Cayman Islands hereby certify this document to be a true and correct copy of the original. this 22 day of April 2002.
/s/    MATTHEW GARDNER         Matthew Gardner	/s/    FAITH J. ANDREJAK-ZAMORA         (My commission expires on 31st January 2003)
/s/    FAITH J. ANDREJAK-ZAMORA         Faith J. Andrejak-Zamora Witness to the above signatures

I, Renda S. Cornwall, Asst. Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true and correct copy of the Memorandum of Association of this Company duly incorporated on the 19th day of April, 2002.

/s/    RENDA S. CORNWALL

Asst. Registrar of Companies

28

EX-3.10

Exhibit 3.10

CERTIFICATE OF INCORPORATION

OF

JOHNSON DIVERSEY PUERTO RICO, INC.

FIRST:    The name of the corporation is Johnson Diversey Puerto Rico, Inc. (the “Corporation”).

SECOND:    The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, New Castle County, and the registered agent at such address is The Corporation Trust Company.

THIRD:    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH:    The total shares of capital stock that the Corporation is authorized to issue is 1,000 shares of Common Stock, no par value per share.

FIFTH:    The name and mailing addresses of the persons who will serve as directors of the Corporation until the first annual meeting of stockholders or until their successors are elected and qualified are:

Name	Address
Luis F. Machado	c/o S.C. Johnson Commercial Markets, Inc. 8310 16th Street Sturtevant, WI 53177-0902

Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

SIXTH:    To the fullest extent permitted by the DGCL or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH:    Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the

Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Seventh. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH:    In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the DGCL or any other applicable laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders. The Corporation may in its bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH:    The Corporation reserves the right at any time and from time to time to alter amend, or repeal any provision contained in this Certificate of Incorporation or adopt any other provision authorized by the laws of the State of Delaware from time to time, in the manner now or hereafter prescribed herein or by applicable law, and all rights, powers, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH:    The name and mailing address of the incorporator are: Luis F. Machado, c/o S.C. Johnson Commercial Markets, Inc., 8310 16th Street, Sturtevant, WI 53177-0902.

I, the undersigned, for the purpose of incorporating a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 21st day of February, 2002.

By:	/s/    LUIS F. MACHADO
	Luis F. Machado

2

EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION

OF

JOHNSON DIVERSEY SHAREHOLDINGS, INC.

FIRST:    The name of the corporation is Johnson Diversey Shareholdings, Inc. (the “Corporation”).

SECOND:    The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, New Castle County, and the registered agent at such address is The Corporation Trust Company.

THIRD:    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH:    The total shares of capital stock that the Corporation is authorized to issue is 1,000 shares of Common Stock, no par value per share.

FIFTH:    The name and mailing addresses of the persons who will serve as directors of the Corporation until the first annual meeting of stockholders or until their successors are elected and qualified are:

Name	Address
Luis F. Machado	c/o S.C. Johnson Commercial Markets, Inc. 8310 16th Street Sturtevant, WI 53177-0902

Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

SIXTH:    To the fullest extent permitted by the DGCL or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH:    Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors or an officer of the Corporation as an employee or agent of the

Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Seventh. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH:    In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the DGCL or any other applicable laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders. The Corporation may in its bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH:    The Corporation reserves the right at any time and from time to time to alter amend, or repeal any provision contained in this Certificate of Incorporation or adopt any other provision authorized by the laws of the State of Delaware from time to time, in the manner now or hereafter prescribed herein or by applicable law, and all rights, powers, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH:    The name and mailing address of the incorporator are: Luis F. Machado, c/o S.C. Johnson Commercial Markets, Inc., 8310 16th Street, Sturtevant, WI 53177-0902.

I, the undersigned, for the purpose of incorporating a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 21st day of February, 2002.

By:	/s/    LUIS F. MACHADO
	Luis F. Machado

2

EX-3.12

Exhibit 3.12

CERTIFICATE OF FORMATION

OF

JOHNSON DIVERSEY SUBSIDIARY #1 LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

1.  The name of the limited liability company is Johnson Diversey Subsidiary #1 LLC (the “Company”).

2.  The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.  The Company shall perpetually exist from and after the date the Delaware Secretary of State issues a Certificate of Formation, unless dissolved earlier by law.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Johnson Diversey Subsidiary #1 LLC this 19^th day of February, 2002.

/s/    JOEL T. MAY      

Joel T. May

Authorized Person

EX-3.13

Exhibit 3.13

Sec. 180.0202	State of Wisconsin
Wis. Stats.	Department of Financial Institutions

ARTICLES OF INCORPORATION

(STOCK, FOR PROFIT CORPORATION)

Executed by the undersigned for the purpose of forming a Wisconsin for-profit corporation under Ch. 180 of the Wisconsin Statutes:

Article 1.  Name of the corporation:  Johnson Polymer, Inc.

Article 2.  The corporation is organized under Ch. 180 of the Wisconsin Statutes.

Article 3.  The corporation shall be authorized to issue  1,000 Common, Par $1 shares.

  (see FEE information in the instructions)

Article 4.  Name of the initial registered agent:  Thomas S. Simpson

Article 5.  Street address of the initial registered

office: (The complete address, including street and         8310—16th Street

number, if assigned, and ZIP code.  P O Box address

may be included as part of the address, but is                  Sturtevant, WI 53177-1966

insufficient alone.)

Article 6.  Other provisions (OPTIONAL):

Article 7.  Name and complete address of each incorporator:

Thomas S. Simpson

8310—16th Street

Sturtevant, WI 53177-1966

/s/    THOMAS S. SIMPSON	/s/    THOMAS S. SIMPSON
Incorporator’s signature	Incorporator’s signature

This document was drafted by  Thomas S. Simpson

  (name of the individual who drafted the document)

FILING FEE—$90.00, or more  SEE instructions, suggestions, and procedures on following pages.  

DFI/CORP/2(R12/98) Use of this form is voluntary.                                                                         1 of 2

ARTICLES OF INCORPORATION (Ch. 180, stock, for-profit)

    CT CORPORATION SYSTEM     c/o Thomas S. Simpson     S.C Johnson & Son, Inc.     1525 Howe Street     Racine, WI 53403-2236 Please indicate here where you would like the acknowledgment copy of the filed document sent. Please include complete name and mailing address.

Your phone number during the day:  (        )        -               

INSTRUCTIONS (Ref. sec. 180.0202 Wis. Stats. for document content)

Submit one original and one exact copy to Dept. of Financial Institutions, P O Box 7846, Madison WI, 53707-7846, together with a FILING FEE of $90.00, or more, payable to the department. (If sent by Express or Priority U.S. mail, address to 345 W. Washington Av, 3rd Floor, Madison WI, 53703). The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. Upon filing, the information in this document becomes public and might be used for purposes other than that for which it was originally furnished. If you have any questions, please contact the Division of Corporate & Consumer Services at 608-261-7577.

Article 1. The name must contain “corporation”, “incorporated”, “company”, or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or comparable words or abbreviations in another language. If you wish to provide a second choice name that you would accept if your first choice is not available, indicate it here:

Article 3. Some quantity of shares must be authorized. For the minimum filing fee, up to 9,000 shares may be authorized. If more than one class of shares is authorized, state the designation of each class, and the number of shares of each class that the corporation is authorized to issue.

Articles 4 & 5. The corporation must have a registered agent located at a registered office in Wisconsin. The address of the registered office is to describe the physical location where the registered agent maintains their business office. Set forth the street number and name, city and ZIP code in Wisconsin. P O Box addresses may be included as part of the address, but are insufficient alone. The corporation may not name itself as its own registered agent.

Article 6. This space is provide for insertion of any desired material, such as grant or limit of preemptive rights, or other information not inconsistent with law.

Article 7. Print or typewrite the name and complete address of each incorporator. At least one incorporator is required to sign the document, although all incorporators may sign.

If the document is executed in Wisconsin, sec. 182.01(3), Wis. Stats., provides that it shall not be filed unless the name of the drafter (either an individual or a governmental agency) is printed in a legible manner. If the document is not executed in Wisconsin, please so state.

This document may declare a delayed effective date. To do so, enter a remark under Article 6: “This document has a delayed effective date of (enter the future date).” The delayed effective date may not before, or more than 90 days after, the document is received by the Department of Financial Institutions for filing.

FILING FEE—Minimum fee is $90.00 which is sufficient to authorized 9,000 shares. If the articles authorized the issuance of more than 9,000 shares, provide an additional filing fee equal to 1 cent for each additional share over 9,000. Shares may be, but are not required to be, designated as with or without a par value.

DFI/CORP/2I(R12/98) 2 of 2

EX-3.14

Exhibit 3.14

CERTIFICATE OF INCORPORATION

OF

JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC.

FIRST:    The name of the corporation is Johnson Wax Diversey Shareholdings, Inc. (the “Corporation”).

SECOND:    The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, New Castle County, and the registered agent at such address is The Corporation Trust Company.

THIRD:    The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

FOURTH:    The total shares of capital stock that the Corporation is authorized to issue is 1,000 shares of Common Stock, no par value per share.

FIFTH:    The name and mailing addresses of the persons who will serve as directors of the Corporation until the first annual meeting of stockholders or until their successors are elected and qualified are:

Name	Address
Luis F. Machado	c/o S.C. Johnson Commercial Markets, Inc. 8310 16th Street Sturtevant, WI 53177-0902

Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

SIXTH:    To the fullest extent permitted by the DGCL or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

SEVENTH:    Each person who is or was or had agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the

request of the Board of Directors or an officer of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the full extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Seventh. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

EIGHTH:    In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the DGCL or any other applicable laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders. The Corporation may in its bylaws confer powers upon the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH:    The Corporation reserves the right at any time and from time to time to alter amend, or repeal any provision contained in this Certificate of Incorporation or adopt any other provision authorized by the laws of the State of Delaware from time to time, in the manner now or hereafter prescribed herein or by applicable law, and all rights, powers, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

TENTH:    The name and mailing address of the incorporator are: Luis F. Machado, c/o S.C. Johnson Commercial Markets, Inc., 8310 16th Street, Sturtevant, WI 53177-0902.

I, the undersigned, for the purpose of incorporating a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 21st day of February, 2002.

By:	/s/    LUIS F. MACHADO
	Luis F. Machado

2

EX-3.15

Exhibit 3.15

[LOGO]	DEAN HELLER		Office Use Only:
	Secretary of State	ARTICLES OF
		INCORPORATION	FILED # C-21002-00
	101 North Carson Street, Suite 3	(PURSUANT TO NRS 78)
	Carson City, Nevada 89701-4786
	(775) 684-5708

Important: Read attached instructions before completing form.

1.  Name of Corporation:	JWP Investments, Inc.
2.  Residential Agent Name and Street Address: (must be a Nevada address where process may be served)	The Corporation Trust Company of Nevada
	Name
	6100 Neil Road, Suite 500,	Reno,	NEVADA	89511
	Street Address	City		Zip Code
3.  Shares: (number of shares corporation authorized to issue)	Number of shares with par value:	1,000 Par value: $1	Number of shares without par value:	—
4.  Names, Addresses, Number of Board of Directors/Trustees:	The First Board of Directors/Trustees shall consist of one member whose names and addresses are as follows:
	1. Luis F. Machado
	Name
	8310 - 16th Street	Sturtevant,	WI	53177
	Street Address	City	State	Zip Code
	2.
	Name
	Street Address	City	State	Zip Code
	3.
	Name
	Street Address	City	State	Zip Code
	4.
	Name
	Street Address	City	State	Zip Code
5.  Purpose: (optional—see instructions)	The purpose of this Corporation shall be:
6.  Other Matters: (see instructions)	Number of additional pages attached:
7.  Names, Addresses and Signatures of Incorporators (attach additional pages if there are more than 2 incorporations)	Luis F. Machado		/s/    LUIS F. MACHADO
	Name		Signature
	8310 - 16th Street	Sturtevant,	WI	53177
	Address	City	State	Zip Code
	Name		Signature
	Address	City	State	Zip Code
8.  Certificate of Acceptance of Appointment of Resident Agent:	1. The Corporation Trust Company of Nevada hereby accept appointment as Resident Agent for the above named corporation
	/s/    FRANCIS P. REGAN		8-4-00
	Signature of Resident Agent Francis P. Regan Assistant Secretary		Date

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State CORPART1999.01

Revised On:

ARTICLES OF MERGER

OF

S. C. JOHNSON PROFESSIONAL, INC.

INTO

JWP INVESTMENTS, INC.

FIRST:  The name of the surviving entity is JWP Investments, Inc., and the place of its organization is the jurisdiction of Nevada. The name and place of organization of the entity being merged into the surviving entity is: S. C. Johnson Professional, Inc., organized in the jurisdiction of Delaware, the laws of which permits this merger.

SECOND:  A plan of merger was adopted by each entity that is a party to this merger.

THIRD:  The plan of merger was approved by the required consent of the owner of JWP Investments, Inc., and approved by the required consent of the owner of S. C. Johnson Professional, Inc.

FOURTH:  The complete executed plan or merger is on file at the registered office located at 3993 Howard Hughes Parkway, Suite 100, Las Vegas, NV 89109, and a copy of the plan will be furnished by on request and without cost to any owner or any entity which is a party to this merger.

FIFTH:  All entities party to this merger have complied with laws of their respective jurisdiction of organization concerning this merger.

SIXTH:  JWP Investments, Inc. designates the following address as the address to which the Nevada Secretary of State is to mail any process served on him or her against the entity: 8310—16th Street, Sturtevant, WI 53177, Attention: General Counsel.

SEVENTH:  This merger shall be effective on the date of filing of the Agreement of Merger with the Delaware Secretary of State.

JWP INVESTMENTS, INC.

/s/    WILLIAM A. UELMEN         

William A. Uelmen

President

/s/    LUIS F. MACHADO         

Luis F. Machado

Secretary

State of Nevada	)
	)	ss.
County of Clark	)

On February 7, 2002, personally appeared before me, a Notary Public William A. Uelmen, who acknowledged that he executed the above instrument.

/S/    CYNTHIA LYNN BEER

(Signature of Notary Public)

[NOTARY STAMP OR SEAL]

[LOGO]

State of Wisconsin	)
	)	ss.
County of Racine	)

On February 7, 2002, personally appeared before me, a Notary Public Luis F. Machado, who acknowledged that he executed the above instrument.

/S/    KAREN L. BARTH

(Signature of Notary Public)

[NOTARY STAMP OR SEAL]

[LOGO]

EX-3.16

Exhibit 3.16

CERTIFICATE OF FORMATION

OF

PRISM SANITATION MANAGEMENT, LLC

This Certificate of Formation is hereby filed by the undersigned for the purpose of creating a Delaware limited liability company:

1.  NAME: The name of the limited liability company is PRISM SANITATION MANAGEMENT, LLC (The “Company”).

2.  ADDRESS: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.  MANAGEMENT: Management of the Company is vested in the Board of the Company. The initial Director of the Company is Luis F. Machado.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation May 24, 1999.

/S/    LUIS F. MACHADO

Name: Luis F. Machado

Director

[LOGO]

CERTIFICATE OF MERGER

OF

PRISM INTEGRATED SANITATION MANAGEMENT, INC.

INTO

PRISM SANITATION MANAGEMENT, LLC

Under Section 18-209 of the Delaware Limited Liability Company Act

The undersigned, JoAnne Brandes, Senior Vice President, General Counsel and Secretary of S. C. Johnson Commercial Markets, Inc. (“CMI”), the sole shareholder of Prism Integrated Sanitation Management, Inc., and the sole member of PRISM Sanitation Management, LLC, hereby certifies as follows:

1.  (a)  The name of each constituent entity is Prism Integrated Sanitation Management, Inc., a corporation of the State of Florida, and PRISM Sanitation Management, LLC, a limited liability company of the State of Delaware.

     (b)  The name of the surviving company is PRISM Sanitation Management, LLC, and following the merger its name shall remain PRISM Sanitation Management, LLC.

2.  As to each constituent entity, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

Name of Entity	Designation and No. of Outstanding Shares	Class or Series of shares entitled to vote	Shares entitled to vote as a class or series
Prism Integrated Sanitation Management	Common/56	Common	56
PRISM Sanitation Management, LLC	N/A	N/A	N/A

3.  (a)  The Certificate of Incorporation of Prism Integrated Sanitation Management, Inc. was filed with the Secretary of State for the State of Florida on the 31st day of December, 1969.

     (b)  The Certificate of Formation of PRISM Sanitation Management, LLC was filed with the Secretary of State for the State of Delaware on the 24th day of May, 1999.

     (c)  The executed agreement of merger is on file at PRISM Sanitation Management, LLC, 8300 Executive Center Dr. Miami, FL 33166.

     (d)  A copy of the agreement of merger will be provided by PRISM Sanitation Management, LLC without cost to any member of any domestic LLC or any person holding an interest in any other business entity which is to merge or consolidate.

4.  The Agreement/Plan of Merger was approved and executed by each constituent entity in the following manner:

(a)  As to PRISM Integrated Sanitation Management, Inc., by written consent of the Secretary of CMI, the sole shareholder of the corporation.

(b)  As to PRISM Sanitation Management, LLC, by written consent of the sole member of the company.

5.  Immediately upon the effectiveness of said merger, the officers and directors of Prism Integrated Sanitation Management, Inc. will become the officers and directors of PRISM Sanitation Management, LLC.

The merger shall be effective on the date of filing.

IN WITNESS WHEREOF, we have signed this Certificate on the 4th day of June, 1999 and the statements contained therein are affirmed as true under the penalties of perjury.

PRISM INTEGRATED SANITATION MANAGEMENT, INC.

By:  S. C. Johnson Commercial Markets, Inc.,

    its sole shareholder

/S/    JOANNE BRANDES        

By:                                                                                                  

JoAnne Brandes

Senior Vice President,

General Counsel and Secretary

PRISM SANITATION MANAGEMENT, LLC

By: S. C. Johnson Commercial Markets, Inc.,

    its sole member

/S/    JOANNE BRANDES        

By:                                                                                                  

JoAnne Brandes

Senior Vice President,

General Counsel and Secretary

EX-3.17

Exhibit 3.17

CERTIFICATE OF INCORPORATION

OF

PROSUBCORP FOUR, INC.

FIRST:  The name of this corporation is Prosubcorp Four, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 1209 Orange Street, Wilmington, Delaware, New Castle County. The registered agent in charge thereof is The Corporation Trust Company, address “same as above.”

THIRD:  The nature of the business and, the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The amount of the total authorized capital stock of this corporation is divided into 1,000 shares of $1.00 par value.

FIFTH:  The name and mailing address of the incorporator is as follows:

Steven L. Mekeel

1525 Howe Street

Racine, Wisconsin 53403-2236

SIXTH:  The Directors shall have power to make and to alter or amend the By-laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of the Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of this corporation.

The By-laws shall determine whether and to what extent the accounts and books of this corporation, or any of them shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book or document of this Corporation, except as conferred by the law or the By-laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the Corporation outside of the State of Delaware, at such places as may be from time to time designated by the By-laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the Third paragraph hereof shall, except where otherwise specified in said paragraph, without being limited or restricted by reference to or inference from the terms of any other clause of paragraph in this certificate of incorporation, that the objects, purposes and powers specified in the Third paragraph

and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH:  Directors of the corporation shall not be liable to either the corporation or its stockholders for monetary damages for a breach of fiduciary duties unless the breach involves: (1) a director’s duty of loyalty to the corporation or its stockholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) liability for unlawful payments of dividends or unlawful stock purchase or redemption by the corporation; or (4) a transaction from which the director derived an improper personal benefit.

I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of Delaware, do make, file and record this Certificate and do certify that the facts herein are true; and I have accordingly hereunto set my hand.

/S/    STEVEN L. MEKEEL        

Steven L. Mekeel

DATED:  February 10, 1997

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

OF

PROSUBCORP FOUR, INC.

Steven L. Mekeel and Thomas S. Simpson, being the President and Treasurer and Secretary, respectively, of Prosubcorp Four, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), do hereby certify as follows:

1.  That the sole director of the Corporation pursuant to unanimous written consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by creating a new Article One to read as follows (the “Amendment”):

ARTICLE ONE

The name of the Corporation is Professional Shareholdings, Inc.

2.  That the sole stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the President and Treasurer hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment to Certificate of Incorporation this 2nd day of June, 1997.

/S/    STEVEN L. MEKEEL        

By:                                                                                                  

Steven L. Meekel

ATTEST:

/S/    THOMAS S. SIMPSON        

By:                                                                                                  

        Thomas S. Simpson

EX-3.18

* * * FOR USE ON AND AFTER JANUARY 1, 1991 * * *

Exhibit 3.18

Form 2  

Secretary of State

WISCONSIN

11/90

ARTICLES OF INCORPORATION

STOCK (FOR PROFIT)

Executed by the undersigned for the purpose

of forming a Wisconsin for-profit corporation

under Chapter 180 of the Wisconsin Statutes

repealed and recreated by 1989 Wis. Act 303:

Article 1.
	Name of Corporation:                S. C. Johnson Professional Holdings, Inc.
Article 2.	(See FEE information on reverse)
	The corporation shall be authorized to issue            9,000            shares.
Article 3.
	The street address of the initial registered office is: (The complete address, including street and number, if assigned, and the ZIP code must be stated.)	8310 16th Street P. O. Box 902 Sturtevant, WI 53177-0902
Article 4.
	The name of the initial registered agent at the above registered office is:                      JoAnne Brandes
Article 5.
	Other provisions (OPTIONAL):
Article 6.	Executed on     April 1, 1998                                             .
	(date)
Name and complete address of each incorporator:
1)	David Quast S. C. Johnson Commercial Markets, Inc. 8310 16th Street P. O. Box 902 Sturtevant, WI 53177-0902	2)
		/s/    DAVID C. QUAST
	(Incorporator Signature)	(Incorporator Signature)

This document was drafted by                 David C. Quast                                                 

(name of individual required by law)

SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures

Printed on Recycled Paper

ARTICLES OF INCORPORATION Stock (for profit)

Ms. Elizabeth Eisenstaedt S. C. Johnson Commercial Markets, Inc. 8310 16th Street P. O. Box 902 Sturtevant, WI 53177-0902 Please indicate where you would like the acknowledgment copy of the filed document sent. Please include complete name and mailing address.

Your phone number during the day:  (414) 631- 4280

INSTRUCTIONS (Ref. sec. 180.0202 Wis. Stats. for document content)

Submit one original and one exact copy to DFI, P. O. Box 7846, Madison WI, 53707-7846. The original must include an original manual signature, per sec. 180.0120(3)(c), Wis. Stats.

Article 1.  The name must contain “corporation”, “incorporated”, “company”, or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or comparable words or abbreviations in another language. If you wish to provide a second choice name that you would accept if your first choice is not available, indicate it here:                                                                                                                                                                                             

Article 2.  Some quantity of shares must be authorized. For the minimum filing fee, up to 9,000 shares may be authorized. If more than one class of shares is authorized, state the designation of each class, and the number of shares of each class that the corporation is authorized to issue.

Articles 3 & 4.  The corporation must have a registered agent located at a registered office in Wisconsin. The address of the registered office must be a physical location. State street number and name, city and ZIP code in Wisconsin. P. O. Box addresses may be included as part of the address, but are insufficient alone.

Article 5.  This space is provided for insertion of any desired material, such as grant or limit of preemptive rights, or other information not inconsistent with law.

Article 6.  All incorporators must sign the document and print or typewrite name and complete address. Only one incorporator is required.

If the document is executed in Wisconsin, sec. 14.38(14) Wis. Stats. provides that it shall not be filed unless the name of the drafter (either an individual or a governmental agency) is printed in a legible manner.

FILING FEES

A minimum filing fee of $90.00, payable to DFI must accompany the document. The fee is computed at the rate of one cent for each share authorized in article 2. Up to 9,000 shares may be authorized for the minimum filing fee. The shares may be, but are not required to be, designated as with or without a par value.

If the document is filed, corporate existence commences at the time and date received by the Secretary of State’s office, unless a delayed effective date is specified in the document. When the document has been filed, an acknowledgement copy stamped “FILED” will be sent to the address indicated above.

ARTICLES OF AMENDMENT

OF

S.C. JOHNSON PROFESSIONAL HOLDINGS, INC.

A.  Name of Corporation:    S.C. Johnson Professional Holdings, Inc.

Text of Amendment:

Article 1 of the Corporation’s Articles of Incorporation is amended to read in its entirety as follows: “The name of the corporation is U S CHEMICAL CORPORATION (the “Corporation”).”

B.  The foregoing amendment to the Articles of Incorporation was adopted on June 26, 1998 by the Board of Directors and sole shareholder of the Corporation, in accordance with Section 180.1003, Wis. Stats.

C.  Executed on behalf of the Corparation as of July 1, 1998.

S.C. JOHNSON PROFESSIONAL HOLDINGS, INC.
By:	DAVID C. QUAST
	David C. Quast Esq. Asst. Secretary

THIS DOCUMENT  )

WAS DRAFTED BY) David C. Quast Esq.

3

EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

OF

HOWE STREET CORPORATION

FIRST:  The name of this corporation is Howe Corporation.

SECOND:  Its registered office in the State of Delaware is to be located at 1209 Orange Street, Wilmington, Delaware, New Castle County. The registered agent in charge thereof is Corporation Trust Company, address “same as above.”

THIRD:  The nature of the business and, the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all the things herein mentioned as fully and to the same extent as natural persons might or could do, and in any part of the world. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The amount of the total authorized capital stock of this corporation is divided into 1,000 shares of $1.00 par value.

FIFTH:  The name and mailing address of the incorporator is as follows:

Steven L. Mekeel

1525 Howe Street

Racine, Wisconsin 53403-5011

SIXTH:  The Directors shall have power to make and to alter or amend the By-laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of the Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have the authority to dispose, in any manner, of the whole property of this corporation.

The By-laws shall determine whether and to what extent the accounts and books of this corporation, or any of them shall be open to the inspection of the stockholders; and no stockholder shall have any rights of inspecting any account, or book or document of this Corporation, except as conferred by the law or the By-laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the Corporation outside of the State of Delaware, at such places as may be from time to time designated by the By-laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the Third paragraph hereof shall, except where otherwise specified in said paragraph, without being limited or restricted by reference to or inference from the terms of any other clause of paragraph in this certificate of incorporation, that the objects, purposes and powers specified in the Third paragraph

and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH:  Directors of the corporation shall not be liable to either the corporation or its stockholders for monetary damages for a breach of fiduciary duties unless the breach involves: (l) a director’s duty of loyalty to the corporation or its stockholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) liability for unlawful payments of dividends or unlawful stock purchase or redemption by the corporation; or (4) a transaction from which the director derived an improper personal benefit.

I, THE UNDERSIGNED, for the purpose of forming a Corporation under the laws of the State of Delaware, do make, file and record this Certificate and do certify that the facts herein are true; and I have accordingly hereunto set my hand.

    /S/  STEVEN L. MEKEEL

    Steven L. Mekeel

DATED:  November 2, 1993

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

OF

HOWE STREET CORPORATION

Steven L. Mekeel and Edwin R. Rossini, being the Vice President and Assistant Secretary, respectively, of Howe Street Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), do hereby certify as follows:

1.    That the sole director of the Corporation pursuant to unanimous written consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by creating a new Article One to read as follows (the “Amendment”):

ARTICLE ONE

       The name of the Corporation is S. C. Johnson Professional II, Inc.

2.    That the sole stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the Vice President and Assistant Secretary hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment to Certificate of Incorporation this 1st day of May, 1995.

By:	STEVEN L. MEKEEL
	Steven L. Mekeel

ATTEST:

By:	EDWIN R. ROSSINI
	Edwin R. Rossini

3

CERTIFICATE OF MERGER

OF

WHITMIRE RESEARCH LABORATORIES, INC.

(a Missouri corporation)

WITH AND INTO

S.C. JOHNSON PROFESSIONAL II, INC.

(a Delaware corporation)

********************************

In accordance with Section 252 of the

General Corporation Law of the

State of Delaware

********************************

S.C. Johnson Professional II, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware (the “Corporation”), desiring to merge Whitmire Research Laboratories, Inc., a Missouri corporation, with and into itself, pursuant to the provisions of Section 252 of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

FIRST:  The name and state of incorporation of each constituent corporation of the merger (the “Merger”) is as follows:

NAME	STATE OF INCORPORATION
S.C. Johnson Professional II, Inc.	Delaware
Whitmire Research Laboratories, Inc.	Missouri

SECOND:  An Agreement and Plan of Merger (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each constituent corporation, in accordance with the requirements of Section 252 of the General Corporation Law of the State of Delaware.

THIRD:  The name of the surviving corporation of the Merger is S.C. Johnson Professional II, Inc. (the “Surviving Corporation”). The Certificate of Incorporation of the Corporation as in effect at the effective time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation.

FOURTH:  Anything herein or elsewhere to the contrary notwithstanding, the Merger Agreement may be amended or terminated and abandoned by the Boards of Directors of the constituent corporations at any time prior to the date of filing the Certificate of Merger with the Secretary of the State of Delaware.

4

FIFTH:  An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation, 1525 Howe Street, Racine, Wisconsin 53403, and a copy of the Merger Agreement will be furnished by the Surviving Corporation, upon request and without cost, to any stockholder of any constituent corporation.

SIXTH:  The Merger shall be effective upon filing with the Secretary of State of Delaware.

SEVENTH:  The stock and par value of Whitmire Research Laboratories, Inc. is as follows:  

CLASS B COMMON	$.10 PAR VALUE	500,000 AUTHORIZED 10,500 ISSUED
CLASS C COMMON	$.01 PAR VALUE	42,000 AUTHORIZED 0 ISSUED
CLASS A PREFERRED	$1.00 PAR VALUE	275,000 AUTHORIZED 192,941 ISSUED
CLASS D PREFERRED	$1.00 PAR VALUE	350,000 AUTHORIZED 274,268 ISSUED
CLASS E PREFERRED	$1.00 PAR VALUE	75,000 AUTHORIZED 62,193 ISSUED

IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating the Merger of the constituent corporations, pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true and accordingly have hereunto signed this Certificate of Merger this 1st day of July, 1995.

S. C. JOHNSON PROFESSIONAL II, INC. a Delaware corporation
By:	/s/    DAVID S. ANDERSEN
	David S. Andersen
	President

ATTEST:

By:	/s/    STEVEN L. MEKEEL
	Steven L. Mekeel
	Secretary

WHITMIRE RESEARCH LABORATORIES, INC. a Missouri corporation
By:	/s/    DAVID S. ANDERSEN
	David S. Andersen
	Vice President

ATTEST:

By:	/S/    STEVEN L. MEKEEL
	Steven L. Mekeel
	Secretary

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

OF

S. C. JOHNSON PROFESSIONAL II, INC.

David S. Andersen and Steven L. Mekeel, being the President and Secretary, respectively, of S. C. Johnson Professional II, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), do hereby certify as follows:

1.  That the sole director of the Corporation pursuant to unanimous written consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by creating a new Article One to read as follows (the “Amendment”):

ARTICLE ONE

The name of the Corporation is Whitmire Research Laboratories, Inc.

2.  That the sole stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the Vice President and Assistant Secretary hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do each hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment to Certificate of Incorporation this 30th day of June, 1995.

By:	DAVID S. ANDERSEN
	David S. Andersen

ATTEST:

By:	STEVEN L. MEKEEL
	Steven L. Mekeel

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

OF

WHITMIRE RESEARCH LABORATORIES, INC.

L.F. Noland and Steven L. Mekeel, being the President and Secretary, respectively, of Whitmire Research Laboratories, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), do hereby certify as follows:

1.  That the sole director of the Corporation pursuant to unanimous written consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolution set forth below proposing an amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and further directed that the Amendment be submitted to the stockholders of the Corporation entitled to vote thereon for their consideration and approval:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by creating a new Article One to read as follows (the “Amendment”):

ARTICLE ONE

The name of the Corporation is Whitmire Micro-Gen Research Laboratories, Inc.

2.  That the sole stockholder of the Corporation, by written consent, approved and adopted the Amendment in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned, being the President hereinabove named, for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amendment to Certificate of Incorporation this 11th day of October, 1995.

By:	/S/    LLOYD F. NOLAND
	L.F. Noland

ATTEST:

By:	/S/    STEVEN L. MEKEEL
	Steven L. Mekeel

CERTIFICATE OF MERGER

OF

MICRO-GEN EQUIPMENT CORP.

(a Delaware corporation)

WITH AND INTO

WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.

(a Delaware corporation)

**********

In accordance with Section 251 of the

General Corparation Law of the

State of Delaware

**********

Whitmire Micro-Gen Research Laboratories, Inc., a corporation duly organized and existing under and by virtue of the laws of the state of Delaware (the “Corporation”), desiring to merge Micro-Gen Equipment Corp., a Delaware Corporation, with and into itself, pursuant to the provisions of Section 251 of the General Corparation Law of the State of Delaware, DOES HEREBY CERTIFY as follows:

FIRST:  The name and state of incorporation of each constituent corporation of the merger (the “Merger”) is as follows:

NAME	STATE OF CORPORATION
Micro-Gen Equipment Corp.	Delaware
Whitmire Micro-Gen Research Laboratories, Inc.	Delaware

SECOND:  An agreement and Plan of Merger (the “Merger Agreement”) has been approved, adopted, certified, executed and acknowledged by each constituent corporation, in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD:  The name of the surviving corporation of the Merger is Whitmire Micro-Gen Research Laboratories, Inc. (the “Surviving Corporation”). The Certificate of Incorporation of the Corporation as in effect at the effective time of the Merger shall be the Certificate of Incorporation of the Surviving Corporation.

FOURTH:  Anything herein or elsewhere to the contrary notwithstanding, the Merger Agreement may be amended or terminated and abandoned by the Boards of Directors of the constituent corporations at any time prior to the date of filing the Certificate of Merger with the Secretary of State of the State of Delaware.

FIFTH:  An executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation, 1525 Howe Street, Racine, Wisconsin 53403-2236, and

a copy of the Merger Agreement will be furnished by the Surviving Corporation, upon request and without cost, to any stockholder of any constituent corporation.

SIXTH:  The Merger shall be effective January 1, 1996.

SEVENTH:  The stock and par value of Micro-Gen Equipment Corp. is as follows:

Common        $10.00 par    100 shares issued

IN WITNESS WHEREOF, the undersigned, for the purpose of effectuating the Merger of the constituent corporations, pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury do hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true and accordingly have hereunto signed this Certificate of Merger this 30th day of October, 1995.

WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC. a Delaware corporation
By:	/S/    L.F. NOLAND
	L.F. Noland
	President

ATTEST:

By:	/S/    STEVEN L. MEKEEL
	Steven L. Mekeel
	Secretary

MICRO-GEN EQUIPMENT CORP. a Delaware corporation
By:	/S/    DAVID L. CAMPBELL
	David L. Campbell
	President

ATTEST:

By:	/S/    STEVEN L. MEKEEL
	Steven L. Mekeel
	Secretary

EX-3.20

Exhibit 3.20

BYLAWS

OF

S. C. JOHNSON COMMERCIAL MARKETS, INC.

A Delaware Corporation

(NOW KNOWN AS JOHNSONDIVERSEY, INC.)

TABLE OF CONTENTS

	Page
ARTICLE I. OFFICES
Section 1.1    Registered Office	1
Section 1.2    Other Offices	1
ARTICLE II. MEETINGS OF STOCKHOLDERS	1
Section 2.1    Place and Time of Meetings	1
Section 2.2    Special Meetings	1
Section 2.3    Place of Meetings	1
Section 2.4    Notice	2
Section 2.5    Stockholders List	2
Section 2.6    Quorum	2
Section 2.7    Adjourned Meetings	2
Section 2.8    Vote Required	2
Section 2.9    Voting Rights	3
Section 2.10  Proxies	3
Section 2.11  Action by Written Consent	3
ARTICLE III. DIRECTORS	3
Section 3.1    General Powers	3
Section 3.2    Number, Election and Term of Office	4
Section 3.3    Removal and Resignation	4
Section 3.4    Vacancies	4
Section 3.5    Annual Meetings	4
Section 3.6    Other Meetings and Notice	4
Section 3.7    Quorum, Required Vote and Adjournment	4
Section 3.8    Committees	4
Section 3.9    Committee Rules	5
Section 3.10  Communications Equipment	5
Section 3.11  Waiver of Notice and Presumption of Assent	5
Section 3.12  Action by Written Consent	5
ARTICLE IV. OFFICERS	6
Section 4.1    Number	6
Section 4.2    Election and Term of Office	6
Section 4.3    Removal	6
Section 4.4    Vacancies	6
Section 4.5    Compensation	6
Section 4.6    The Chairman of the Board and Chief Executive Officer	6
Section 4.7    The President and Chief Operating Officer	6
Section 4.8    Vice-Presidents	7
Section 4.9    The Secretary and Assistant Secretaries	7
Section 4.10  The Treasurer and Assistant Treasurer	7

Section 4.11  Other Officers, Assistant Officers and Agents	7
Section 4.12  Absence or Disability of Officers	8
ARTICLE V. INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS	8
Section 5.1    Indemnification for Successful Defense	8
Section 5.2    Other Indemnification.	8
Section 5.3    Written Request	9
Section 5.4    Nonduplication	9
Section 5.5    Determination of Right to Indemnification	9
Section 5.6    Advance of Expenses	11
Section 5.7    Nonexclusivity.	11
Section 5.8    Court–Ordered Indemnification	12
Section 5.9    Indemnification and Allowance of Expenses of Employees	12
Section 5.10  Insurance	13
Section 5.11  Securities Law Claims.	13
Section 5.12  Liberal Construction	13
Section 5.13  Contract Nature of Article V; Repeal or Limitation of Rights	13
Section 5.14  Definitions Applicable to this Article	14
Section 5.15  Coordination with Delaware Law	15
ARTICLE VI. CERTIFICATES OF STOCK	15
Section 6.1    Form	15
Section 6.2    Lost Certificates	16
Section 6.3    Fixing a Record Date for Stockholder Meetings	16
Section 6.4    Fixing a Record Date for Action by Written Consent	16
Section 6.5    Fixing a Record Date for Other Purposes	17
Section 6.6    Subscriptions for Stock	17
ARTICLE VII. GENERAL PROVISIONS	17
Section 7.1    Dividends	17
Section 7.2    Contracts	17
Section 7.3    Loans	17
Section 7.4    Fiscal Year	18
Section 7.5    Corporate Seal	18
Section 7.6    Voting Securities Owned By Corporation	18
Section 7.7    Inspection of Books and Records	18
Section 7.8    Section Headings	18
Section 7.9    Inconsistent Provisions	18
ARTICLE VIII. AMENDMENTS	18
Section 8.1    Express Amendment	18
Section 8.2    Implied Amendment	18

ii

These By-laws are subject to, and governed by, the Certificate of Incorporation (herein so called, including all amendments thereto and statements and designations filed therewith) of S.C. Johnson Commercial Markets, Inc. and the statutes, regulations, common law, and other laws of the State of Delaware (“law” or “laws”) (including, without limitation, the General Corporation Law of the State of Delaware as currently in effect or hereafter amended). In the event of a conflict between the provisions of these By-laws and the mandatory provisions of the law or of the Certificate of Incorporation, such provisions of the law or the Articles of Incorporation, as the case may be, will be controlling.

ARTICLE I

OFFICES

SECTION 1.1  Registered Office.    The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19805, in the County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

SECTION 1.2  Other Offices.    The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.1  Place and Time of Meetings.    An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the chairman of the board.

SECTION 2.2  Special Meetings.    Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the chairman of the board and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

SECTION 2.3  Place of Meetings.    The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

1

SECTION 2.4  Notice.    Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the chairman of the board or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawful.

SECTION 2.5  Stockholders List.    The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.6  Quorum.    Except as otherwise provided by applicable law or by the certificate of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 2.7 of this Article, until a quorum shall be present or represented.

SECTION 2.7  Adjourned Meetings.    When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 2.8  Vote Required.    When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

2

SECTION 2.9  Voting Rights.    Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 6.3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

SECTION 2.10  Proxies.    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

SECTION 2.11  Action by Written Consent.    Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

SECTION 3.1  General Powers.    The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

3

SECTION 3.2  Number, Election and Term of Office.    The number of directors which shall constitute the board shall be nine; provided that the number of directors may be changed from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 3.4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 3.3  Removal and Resignation.    Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s Certificate of Incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

SECTION 3.4  Vacancies.    Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

SECTION 3.5  Annual Meetings.    The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

SECTION 3.6  Other Meetings and Notice.    Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or vice president on at least five days notice to each director, either personally, by telephone, by mail or by telegraph, in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

SECTION 3.7  Quorum, Required Vote and Adjournment.    A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.8  Committees.    The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or

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these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

SECTION 3.9  Committee Rules.    Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 3.8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

SECTION 3.10  Communications Equipment.    Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

SECTION 3.11  Waiver of Notice and Presumption of Assent.    Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

SECTION 3.12  Action by Written Consent.    Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

SECTION 4.1  Number.    The officers of the corporation shall be elected by the board of directors and shall consist of a chairman of the board and chief executive officer, a president and chief operating officer, one or more vice-presidents, a secretary, a treasurer and a general counsel, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

SECTION 4.2  Election and Term of Office.    The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The chief executive officer shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 4.3  Removal.    Any officer or agent elected or appointed by the board of directors or appointed by the chief executive officer may be removed (a) by the board of directors and (b) if appointed by the chief executive officer, by the chief executive officer, but such removal by either the board of directors or the chief executive officer shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

SECTION 4.4  Vacancies.    Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

SECTION 4.5  Compensation.    Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

SECTION 4.6  The Chairman of the Board and Chief Executive Officer.    The chairman of the board and chief executive officer shall be responsible for the continuing success of the Corporation; shall give overall direction and leadership to the business; and shall direct long-term planning to develop and implement broad corporate objectives. He shall also direct, administer and coordinate the business operations in accordance with the objectives, policies and plans approved by the board of directors. He may sign or authorize the signing of all legal documents and may otherwise bind the Corporation.

SECTION 4.7  The President and Chief Operating Officer.    The president and chief operating officer shall perform such duties and have such authority as are incident to his or her office or are from time to time may be delegated or assigned to him or her by the chief executive officer or by the board of directors.

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SECTION 4.8  Vice-presidents.    Each vice-president shall perform such duties and have such authority as are incident to his or her office or are from time to time delegated or assigned to him or her by the chief executive officer or by the board of directors.

SECTION 4.9  The Secretary and Assistant Secretaries.    The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretaries shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer or secretary may, from time to time, prescribe.

SECTION 4.10  The Treasurer and Assistant Treasurer.    The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all moneys and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; and shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer or treasurer may, from time to time, prescribe.

SECTION 4.11  Other Officers, Assistant Officers and Agents.    Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

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SECTION 4.12  Absence or Disability of Officers.    In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

SECTION 5.1  Indemnification for Successful Defense.    Within twenty (20) days after receipt of a written request pursuant to Section 5.3, the Corporation shall indemnify a Director or Officer, to the extent he or she has been successful on the merits or otherwise in the defense of a Proceeding, or in the defense of any claim for all reasonable Expenses incurred in the Proceeding if the Director or Officer was a party because he or she is a Director or Officer of the Corporation.

SECTION 5.2  Other Indemnification.

(a)  With respect to indemnification with respect to a Third Party Proceeding, in cases not included under Section 5.1, the Corporation shall indemnify a Director or Officer against all Liabilities and Expenses actually and reasonably incurred by the Director or Officer in a Proceeding to which the Director or Officer was a party because he or she is a Director or Officer of the Corporation, provided that:

(1)  the Director or Officer acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the Corporation; and

(2)  with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

provided that the termination of a Proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b)  With respect to indemnification with respect to a Derivative Proceeding, in cases not included under Section 5.1, the Corporation shall indemnify a Director or Officer against all Expenses actually and reasonably incurred by the Director or Officer in a Proceeding to which the Director or Officer was a party because he or she is a Director or Officer of the Corporation, provided that:

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(1)  the Director or Officer acted in good faith and in a manner that such person reasonably believed to be in or not opposed to the best interests of the Corporation; and

(2)  no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 5.3  Written Request.    A Director or Officer who seeks indemnification under Sections 5.1 or 5.2 shall make a written request to the Corporation.

SECTION 5.4  Nonduplication.    The Corporation shall not indemnify a Director or Officer under Sections 5.1 or 5.2 if the Director or Officer has previously received indemnification or allowance of Expenses from any person, including the Corporation, in connection with the same Proceeding. However, the Director or Officer has no duty to look to any other person for indemnification.

SECTION 5.5  Determination of Right to Indemnification.    Any indemnification under Section 5.2 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 5.2(a) or (b). Such determination shall be made as follows.

(a)  A Director or Officer seeking indemnification under Section 5.2, who is not a director or officer of the Corporation at the time of such determination, shall select one of the following means for determining his or her right to indemnification:

(1)  By a majority vote of a quorum of the board of directors consisting of directors not at the time parties to the same or related Proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of two (2) or more directors who are not at the time parties to the same or related Proceedings. Directors who are parties to the same or related Proceedings may participate in the designation of members of the committee.

(2)  By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in Section 5.5(a)(1) immediately above or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related Proceedings.

(3)  By a panel of three (3) arbitrators consisting of one arbitrator selected by those Directors entitled under Section 5.5(a)(2) immediately above to

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select independent legal counsel, one arbitrator selected by the Director or Officer seeking indemnification and one arbitrator selected by the two (2) arbitrators previously selected.

(4)  By an affirmative vote of shares of the voting stock of the Corporation represented at a meeting of stockholders at which a quorum of such shares is present. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related Proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.

(5)  By a court under Section 5.8.

(6)  By any other method provided for in any additional right to indemnification permitted under Section 5.7.

(b)  A Director or Officer seeking indemnification under Section 5.2, who is a director or officer of the Corporation at the time of such determination, shall select one of the following means for determining his or her right to indemnification:

(1)  By a majority vote of the directors of the Corporation not at the time parties to the same or related Proceedings, if such disinterested directors constitute a quorum of the board of directors.

(2)  By majority vote of a committee designated by majority vote of such disinterested directors (even though less than a quorum) and consisting solely of two (2) or more directors who are not at the time parties to the same or related Proceedings.

(3)  If there are no disinterested directors (or if the Director or Officer selects a determination pursuant to Section 5.5(b)(1) and the disinterested directors so direct), by independent legal counsel (in a written opinion) selected by a majority vote of the disinterested directors voting at a meeting at which such disinterested directors constitute a quorum or selected by a committee designated in the manner prescribed in Section 5.5(b)(2) immediately above.

(4)  By a vote of the stockholders of the Corporation in accordance with the same procedure and requirements as set forth in Section 5.5(a)(4).

(c)    In any determination under Section 5.5(a) or (b), as applicable, the burden of proof is on the Corporation to prove by clear and convincing evidence that indemnification under Section 5.2 should not be allowed.

(d)  A written determination as to a Director’s or Officer’s indemnification under Section 5.2 shall be submitted to both the Corporation and the Director or Officer within sixty (60) days of the selection made under Section 5.5(a) or (b), as applicable.

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(e)  If it is determined that indemnification is required under Section 5.2, the Corporation shall pay all Liabilities and Expenses not prohibited by Section 5.4 within ten (10) days after receipt of the written determination under clause (d) above. The Corporation shall also pay all Expenses incurred by the Director or Officer in the determination process under clause (a) or (b) above, as applicable.

SECTION 5.6  Advance of Expenses.    Within ten (10) days after receipt of a written request by a Director or Officer who is a Party to a Proceeding, the Corporation shall pay or reimburse his or her reasonable Expenses as incurred if the Director or Officer provides the Corporation with all of the following:

(a)  A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the Corporation.

(b)  A written undertaking, executed personally or on his or her behalf, to repay the allowance to the extent that it is ultimately determined under Section 5.5 that indemnification under Section 5.2 is not required and that indemnification is not ordered by a court under Section 5.8(b)(2). The undertaking under this subsection shall be an unlimited general obligation of the Director or Officer and shall be accepted without reference to his or her ability to repay the allowance. The undertaking shall be unsecured.

SECTION 5.7  Nonexclusivity.

(a)  Except as provided in Section 5.7(b) below, Sections 5.1, 5.2 and 5.6 do not preclude any additional right to indemnification or allowance of Expenses that a Director or Officer may have under any of the following:

(1)  The Articles of Incorporation.

(2)  A written agreement between the Director or Officer and the Corporation.

(3)  By a vote of the Directors of the Corporation in accordance with the same procedure and requirements as set forth in Section 5.5(a)(1).

(4)  By a vote of the stockholders of the Corporation in accordance with the same procedure and requirements as set forth in Section 5.5(a)(4).

(5)  The by-laws of Commercial Markets Holdco, Inc., a Wisconsin corporation and a stockholder of the Corporation.

(b)  Regardless of the existence of an additional right under Section 5.7(a), the Corporation shall not indemnify a Director or Officer, or permit a Director or Officer to retain any allowance of Expenses unless it is determined by or on behalf of the Corporation that the Director or Officer met the applicable standard of conduct set forth in such Section 5.2(a) or (b), as applicable. A Director or Officer who is a Party to the

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same or related Proceeding for which indemnification or an allowance of Expenses is sought may not participate in a determination under this subsection.

(c)  Except as set forth in Section 5.7(d) below, Sections 5.1 to 5.14 do not affect the Corporation’s power to pay or reimburse Expenses incurred by a Director or Officer in any of the following circumstances:

(1)  As a witness in a Proceeding to which he or she is not a Party.

(2)  As a plaintiff or petitioner in a Proceeding because he or she is or was an employee, agent, Director or Officer of the Corporation.

(d)  Reimbursement of a Director or Officer under the circumstances set forth in Section 5.7(c) shall be authorized by any of the following:

(1)  A written agreement between the Director or Officer and the Corporation.

(2)  By a vote of the Directors of the Corporation in accordance with the same procedure and requirements as set forth in Section 5.5(a)(1).

(3)  By a vote of the stockholders of the Corporation in accordance with the same procedure and requirements as set forth in Section 5.5(a)(4).

SECTION 5.8  Court-Ordered Indemnification.    Except as provided otherwise by written agreement between the Director or Officer and the Corporation, a Director or Officer who is a Party to a Proceeding may apply for indemnification to the court conducting the Proceeding or to the Court of Chancery. Application shall be made for an initial determination by the court under Section 5.5(a)(5) or for review by the court of an adverse determination under Section 5.5(a)(1), (2), (3), (4) or (6) or 5(b). After receipt of an application, the court shall give any notice it considers necessary.

(a)  The court shall order indemnification if it determines any of the following:

(1)  That the Director or Officer is entitled to indemnification under Sections 5.1 or 5.2.

(2)  That the Director or Officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under Section 5.2.

(b)  If the court determines under Section 5.8(b) that the Director or Officer is entitled to indemnification, the Corporation shall pay the Director’s or Officer’s Expenses incurred to obtain the court–ordered indemnification.

SECTION 5.9  Indemnification and Allowance of Expenses of Employees.    The Corporation shall indemnify an employee of the Corporation who is not a Director or Officer of

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the Corporation, to the extent that he or she has been successful on the merits or otherwise in defense of a Proceeding, for all reasonable Expenses incurred in the Proceeding if the employee was a Party because he or she was an employee of the Corporation. In addition, the Corporation may indemnify and allow reasonable Expenses of an employee or agent who is not a Director or Officer of the Corporation to the extent provided by the Articles of Incorporation or these Bylaws, by general or specific action of the Board of Directors or by contract, provided that such employee or agent has met the standard of conduct applicable to Directors and Officers as set forth in Section 5.2(a) and (b), as applicable, and the Corporation has made a determination that such standard has been met.

SECTION 5.10  Insurance.    The Corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, Director or Officer of the Corporation against Liability asserted against or incurred by the individual in his or her capacity as an employee, agent, Director or Officer, regardless of whether the Corporation is required or authorized to indemnify or allow Expenses to the individual against the same Liability under Sections 5.1, 5.2, 5.6, 5.7 and 5.9.

SECTION 5.11  Securities Law Claims.

(a)  The Corporation shall provide indemnification and allowance of Expenses and may insure for any Liability incurred in connection with a Proceeding involving securities regulation described under Section 5.11(b) to the extent required or permitted under Sections 5.1 to 5.10.

(b)  Sections 5.1 to 5.10 apply, to the extent applicable to any other Proceeding, to any Proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.

SECTION 5.12  Liberal Construction.    In order for the Corporation to obtain and retain qualified Directors, Officers and employees, the foregoing provisions shall be liberally administered in order to afford maximum indemnification of Directors, Officers and, where Section 5.9 of these Bylaws applies, employees. The indemnification above provided for shall be granted in all applicable cases unless to do so would clearly contravene law, controlling precedent or public policy.

SECTION 5.13  Contract Nature of Article V; Repeal or Limitation of Rights.    This Article V shall be deemed to be a contract between the Corporation and each Director and Officer and any repeal or other limitation of this Article V or any repeal or limitation of the Delaware General Corporation Law or any other applicable law shall not limit any rights of indemnification against Liabilities or allowance of Expenses then existing or arising out of events, acts or omissions occurring prior to such repeal or limitation, including, without limitation, the right to indemnification against Liabilities or allowance of Expenses for Proceedings commenced after such repeal or limitation to enforce this Article V with regard to acts, omissions or events arising prior to such repeal or limitation.

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SECTION 5.14  Definitions Applicable to this Article.    As used in this Article V, the following words and phrases shall have the meanings set forth below:

(a)  “Affiliate” shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust or other enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation.

(b)  “Corporation” means this Corporation and any domestic or foreign predecessor of this Corporation where the predecessor Corporation’s existence ceased upon the consummation of a merger or other transaction.

(c)  “Director or Officer” means any of the following:

(1)  An individual who is or was a director or officer of this Corporation.

(2)  An individual who, while a director or officer of this Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, member of any governing or decision–making committee, employee or agent of another corporation or foreign corporation, partnership, joint venture, trust or other enterprise.

(3)  An individual who, while a director or officer of this Corporation, is or was serving an employee benefit plan because his or her duties to the Corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.

(4)  Unless the context requires otherwise, the estate or personal representative of a director or officer.

For purposes of this Article, it shall be conclusively presumed that any director or officer of this Corporation serving as a director, officer, partner, trustee, member of any governing or decision–making committee, employee or agent of an Affiliate shall be so serving at the request of the Corporation.

(d)  “Derivative Proceeding” means any Proceeding by or in the right of the Corporation to procure judgment in its favor.            

(e)  “Expenses” include fees, costs, charges, disbursements, attorney fees and other expenses incurred in connection with the defense or settlement of a Proceeding or a court determination under Section 5.8.

(f)  “Liability” includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including an excise tax assessed with respect to an employee benefit plan, and Expenses.

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(g)  “Party” includes an individual who was or is, or who is threatened to be made, a named defendant or respondent in a Proceeding.

(h)  “Proceeding” means any threatened, pending or completed civil, criminal, administrative or investigative action, suit or other proceeding which is brought by or in the right of the Corporation or by any other person.

(i)  “Section” unless otherwise stated, refers to the specified section in this Article V.

(j)  “Third Party Proceeding” means any Proceeding other than a Derivative Proceeding.

SECTION 5.15  Coordination with Delaware Law.    This Article V is expressly subject to Delaware laws now or hereafter in effect which mandatorily establish rights or obligations different from those set forth in this Article V and to provisions in the Articles of Incorporation adopted pursuant to, or as permitted by, existing or future Delaware laws.

ARTICLE VI

CERTIFICATES OF STOCK

SECTION 6.1  Form.    Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may

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appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

SECTION 6.2  Lost Certificates.    The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 6.3  Fixing a Record Date for Stockholder Meetings.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

SECTION 6.4  Fixing a Record Date for Action by Written Consent.    In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

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SECTION 6.5  Fixing a Record Date for Other Purposes.    In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

SECTION 6.6  Subscriptions for Stock.    Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1  Dividends.    Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 7.2  Contracts.    The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 7.3  Loans.    The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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SECTION 7.4  Fiscal Year.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SECTION 7.5  Corporate Seal.    The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.6  Voting Securities Owned By Corporation.    Voting securities in any other corporation held by the corporation shall be voted by the chief executive officer, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

SECTION 7.7  Inspection of Books and Records.    Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

SECTION 7.8  Section Headings.    Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

SECTION 7.9  Inconsistent Provisions     In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

SECTION 8.1  Express Amendment.    These by-laws may be altered, amended or repealed and new by-laws may be adopted by the stockholders or the board of directors at any regular or special meeting thereof. No by-law adopted by the stockholders shall be amended or repealed by the directors if the by-law so adopted so provides.

SECTION 8.2  Implied Amendment.    Any action taken or authorized by the stockholders or by the board of directors, which would be inconsistent with the by-laws then in effect but is

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taken or authorized by a vote that would be sufficient to amend the by-laws so that the by-laws would be consistent with such action, shall be given the same effect as though the by-laws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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EX-3.21

Exhibit 3.21

AMENDED AND RESTATED

OPERATING AGREEMENT

OF AUTO-C, LLC

THE UNDERSIGNED is the sole Member of Auto-C, LLC, a limited liability company (the “Company”) formed under the laws of the State of Delaware. The undersigned hereby adopts the following Amended and Restated Operating Agreement, amending and restating that certain Operating Agreement, dated as of April 25, 2002, signed by S.C. Johnson Commercial Markets, Inc. (now known as JohnsonDiversey, Inc.) (the “Agreement”), pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§18-l0l et seq. (the “Delaware Act”), and does hereby certify and agree as follows:

1.  Name.    The name of the Company shall be Auto-C, LLC, or such other name as the Member may from time to time hereafter designate.

2.  Definitions; Rules of Construction.    In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Capital Contribution” means the amount of capital contributed by the Member to the Company in accordance with Section 8 hereof.

“Event of Withdrawal of the Member” means the death, retirement, resignation, expulsion, bankruptcy, or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company.

“Initial Member” means JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), a Delaware corporation.

“Interest” means the ownership interest of the Member in the Company (which shall be considered personal property for all purposes), consisting of (i) such Member’s Percent­age Interest in profits, losses, allocations, and distributions, (ii) such Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act, and (iii) such Member’s other rights and privileges as herein provided.

“Member” means the Initial Member or any transferee or Pledgee (as defined herein) of the Interest by the Initial Member, as applicable.

“Percentage Interest” means the Member’s share of the profits and losses of the Company and the Member’s percentage right to receive distributions of the Company’s assets. The Percentage Interest of the Member shall initially be the percentage set forth opposite such Member’s name on Schedule I hereto, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interest of the Member shall at all times equal 100 percent.

Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof.

3.  Purpose.    The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Delaware Act, as such business activities may be determined by the Member from time to time.

4.  Offices.

(a)  The principal office of the Company, and such additional offices as the Member may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Member may designate from time to time.

(b)  The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware, New Castle County. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

5.  Member.    The name and business or residence address of the Member of the Company are as set forth on Schedule I attached hereto, as the same may be amended from time to time.

6.  Term.    The Company shall continue until dissolved and terminated in accordance with Section 14 of this Agreement.

7.  Management of the Company.

(a)  The Member shall have the right to manage the business of the Company, and shall have all powers and rights necessary, appropriate, or advisable to effectuate and carry out the purposes and business of the Company. The Member may appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Member may delegate to any such person (who may be designated an officer of the Company) or entity such authority to act on behalf of the Company as the Member may from time to time deem appropriate.

(b)  The Member may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of correction of, or certificates of amendment to, the Company’s certificate of formation, one or more restated certificates of formation and certificates of

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merger or consolidation and certificate of cancellation canceling the Company’s certificate of formation.

8.  Capital Contributions; Capital Accounts; Administrative Matters.

(a)  The Initial Member has contributed to the Company in cash the amount set forth on Schedule I hereto. The Initial Members shall have no obligation to make any further capital contributions to the Company.

(b)  A single, separate capital account shall be maintained for the Member. The Member’s capital account shall be credited with the amount of money and the fair market value of property (net of any liabilities secured by such contributed property that the Company assumes or takes subject to) contributed by the Member to the Company; the amount of any Company liabilities assumed by such Member (other than in connection with a distribution of Company property), and such Member’s distributive share of Company profits (including tax exempt income). The Member’s capital account shall be debited with the amount of money and the fair market value of property (net of any liabilities that such Member assumes or takes subject to) distributed to such Member; the amount of any liabilities of such Member assumed by the Company (other than in connection with a contribution); and such Member’s distributive share of Company losses (including items that may be neither deducted nor capitalized for federal income tax purposes).

(c)  Notwithstanding any provision of this Agreement to the contrary, the Member’s capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the regulations thereunder (the “Regulations”), including, without limitation, (i) the adjustments permitted or required by Internal Revenue Code Section 704(b) and, to the extent applicable, the principles expressed in Internal Revenue Code Section 704(c) and (ii) adjustments required to maintain capital accounts in accordance with the “substantial economic effect test” set forth in the Regulations under Internal Revenue Code Section 704(b).

(d)  The Company hereby designates S.C. Johnson Commercial Markets, Inc. as “Tax Matters Partner” for purposes of Internal Revenue Code Section 6231 and the Regulations promulgated thereunder. The Tax Matters Partner shall promptly advise each Member of any audit proceedings proposed to be conducted with respect to the Company.

(e)  It is the intention of the Member that the Company shall be taxed as a “partnership” for federal, state, local, and foreign income tax purposes. The Member agrees to take all reasonable actions, including the amendment of this Agreement and the execution of other documents, as may reasonably be required in order for the Company to qualify for and

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receive “partnership” treatment for federal, state, local, and foreign income tax purposes.

(f)  The fiscal year of the Company shall be a calendar year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the Regulations.

9.  Assignments of Company Interest.    The Member may sell, assign, pledge, or otherwise transfer or encumber (collectively “transfer”) all or any part of its interest in the Company to another Person (the “Pledgee”). To the extent that the Member has pledged or otherwise encumbered the Interest of the Company to a Pledgee, upon the occurrence and during the continuance of an event of default under (x) the loan agreement relating to such pledge or encumbrance or (y) such other agreements pursuant to which such pledge was granted or such encumbrance was created, in each case the Pledgee shall be entitled to exercise all of the rights of the Member and shall be permitted to become a Member of the Company entitled to participate in the management thereof. Further, upon such event of default, the entire Interest of the Company shall transfer to the Pledgee and the Initial Member shall cease to be a Member.

10.  Additional Members.    Except as otherwise provided herein, the Member shall not have the right to admit additional Members other than Pledgees in accordance with Section 9 herein.

11.  Distributions.    Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Member may determine.

12.  Dissolution.    Subject to the provisions of Section 15 of this Agreement, the Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)  The determination of the Member to dissolve the Company; or

(b)  The occurrence of an Event of Withdrawal of the Member or any other event causing a dissolution of the Company under Section 18-801 of the Delaware Act.

13.  Limitation on Liability.    The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Member of the Company shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member.

14.  Standard of Care; Indemnification of Members, Officers, Employees, and Agents.

(a)  The Member shall not have any personal liability whatsoever to the Company on account of such Member’s status as a Member or by reason

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of such Member’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect the Member against any liability to the Company to which such Member would otherwise be subject by reason of (i) any act or omission of such Manager or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Member derived improper personal benefit.

(b)  The Company shall indemnify and hold harmless the Member, the affiliates of the Member and the officers of the Company (each an “Indemnified Person”) against any and all losses, claims, damages, expenses, and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suits, proceeding, or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation, or termination of the Company, or the Indemnified Person’s acting as a Member under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence, or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities provided hereunder shall survive termination of the Company and this Agreement. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to the Member. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

(c)  The contract rights to indemnification and to the advancement of expenses conferred in this Section 17 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, or otherwise.

(d)  The Company may maintain insurance, at its expense, to protect itself, the Member and the officers, employees, or agents of the Company, or another limited liability company, corporation, partnership, joint venture,

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trust, or other enterprise against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under the Delaware Act.

(e)  The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 17 with respect to the indemnification and advancement of expenses of the Member of the Company.

15.  Amendments.    This Agreement may be amended at any time.

16.  Governing Law.    This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has caused one of its duly authorized officers to duly execute this Agreement as of June 13, 2002.

MEMBER
JOHNSONDIVERSEY, INC. (formerly known as S.C. Johnson Commercial Markets, Inc.)
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior Vice President and Chief Financial Officer

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SCHEDULE I

Name & Address	Capital Contribution		Percentage Interest
S.C. Johnson Commercial Markets, Inc.	$	1.00	100	%
8310 16th Street Sturtevant, WI 53177-0902

EX-3.22

Exhibit 3.22

BYLAWS

OF

BUTCHER ACQUISITION CO.

(a Delaware corporation)

(NOW KNOWN AS THE BUTCHER COMPANY)

ARTICLE I

OFFICES

1.01.  Principal and Business Offices.    The corporation may have such principal and other business offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the corporation may require from time to time.

1.02.  Registered Office.    The registered office of the corporation required by the General Corporation Law of the State of Delaware to be maintained in the State of Delaware may be, but need not be, identical with the principal office in the State of Delaware, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II

SHAREHOLDERS

2.01.  Annual Meeting.    The annual meeting of the shareholders shall be held at such date and time as shall be fixed by resolution of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Delaware, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

2.02.  Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the General Corporation Law of the State of Delaware, may be called by the Board of Directors or the President. The Corporation shall call a special meeting of shareholders in the event that the holders of at least 10% of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the Corporation one or more written demands for the meeting describing one or more purposes for which it is to be held. The Corporation shall give notice of such a special meeting within thirty days after the date that the demand is delivered to the Corporation.

2.03.  Place of Meeting.    The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual or special meeting of shareholders. If no designation is made, the place of meeting shall be the principal office of the Corporation. Any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.04.  Notice of Meeting.    Written notice stating the date, time, and place of any meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than sixty days before the date of the meeting (unless a different time is provided by the General Corporation Law of the State of Delaware or the Articles of Incorporation), either personally or by mail, by or at the direction of the President or the Secretary, to each shareholder of record entitled to vote at such meeting and to such other persons as required by the General Corporation Law of the State of Delaware. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock record books of the Corporation, with postage thereon prepaid. If an annual or special meeting of shareholders is adjourned to a different date, time, or place, the Corporation shall not be required to give notice of the new date, time, or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new record date for an adjourned meeting is or must be fixed, the Corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new record date.

2.05.  Waiver of Notice.    A shareholder may waive any notice required by the General Corporation Law of the State of Delaware, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the General Corporation Law of the State of Delaware (except that the time and place of meeting need not be stated), and be delivered to the Corporation for inclusion in the corporate records. A shareholder’s attendance at a meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.06.  Fixing of Record Date.    The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders, shareholders entitled to demand a special meeting as contemplated by Section 2.02 hereof, shareholders entitled to take any other action, or shareholders for any other purpose. Such record date shall not be more than seventy days prior to the date on which the particular action requiring

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such determination of shareholders is to be taken. If no record date is fixed by the Board of Directors or by the General Corporation Law of the State of Delaware for the determination of shareholders entitled to notice of and to vote at a meeting of shareholders, the record date shall be the close of business on the day before the first notice is given to shareholders. If no record date is fixed by the Board of Directors or by the General Corporation Law of the State of Delaware for the determination of shareholders entitled to demand a special meeting as contemplated in Section 2.02 hereof, the record date shall be the date that the first shareholder signs the demand. Except as provided by the General Corporation Law of the State of Delaware for a court-ordered adjournment, a determination of shareholders entitled to notice of and to vote at a meeting of shareholders is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the Corporation’s shares) or a share dividend is the date on which the Board of Directors authorized the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

2.07.  Shareholders’ List for Meetings.    After a record date for a special or annual meeting of shareholders has been fixed, the Corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the General Corporation Law of the State of Delaware, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 2.07. The Corporation shall make the shareholders’ list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of any action taken at a meeting of shareholders.

2.08.  Quorum and Voting Requirements.    Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. If the Corporation has only one class of common stock outstanding, such class shall constitute a separate voting group for purposes of this Section 2.08. Except as otherwise provided in the Articles of Incorporation or the General Corporation Law of the State of Delaware, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any

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purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or the General Corporation Law of the State of Delaware requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present. Though less than a quorum of the outstanding votes of a voting group are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.09.  Conduct of Meeting.    The President, and in his or her absence, a Vice President in the order provided under Section 4.08 hereof, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the Corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

2.10.  Proxies.    At all meetings of shareholders, a shareholder may vote his or her shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes. An appointment is valid for eleven months from the date of its signing unless a different period is expressly provided in the appointment form.

2.11.  Voting of Shares.    Except as provided in the Articles of Incorporation or in the General Corporation Law of the State of Delaware, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a meeting of shareholders.

2.12.  Action Without Meeting.    Any action required or permitted by the Articles of Incorporation or these Bylaws or any provision of the General Corporation Law of the State of Delaware to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if a written consent or consents, describing the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the Corporation for inclusion in the corporate records.

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2.13.  Acceptance of Instruments Showing Shareholder Action.    If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if any of the following apply:

(a)  The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

(b)  The name purports to be that of a personal representative, administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation is presented with respect to the vote, consent, waiver, or proxy appointment.

(c)  The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation is presented with respect to the vote, consent, waiver, or proxy appointment.

(d)  The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder is presented with respect to the vote, consent, waiver, or proxy appointment.

(e)  Two or more persons are the shareholders as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

The Corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the Corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

ARTICLE III

BOARD OF DIRECTORS

3.01.  General Powers and Number.    All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors. The number of directors of the

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Corporation shall initially be one (1) and thereafter such number as may be determined from time to time by the Board of Directors.

3.02.  Tenure and Qualifications.    Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and, if necessary, qualified, or until there is a decrease in the number of directors which takes effect after the expiration of his or her term, or until his or her prior death, resignation or removal. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed from office with or without cause if the votes cast to remove the director exceeds the number of votes cast not to remove such director. A director may resign at any time by delivering written notice which complies with the General Corporation Law of the State of Delaware to the Board of Directors, to the President (in his or her capacity as chairperson of the Board of Directors) or to the Corporation. A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date. Directors need not be residents of the State of Delaware or shareholders of the Corporation.

3.03.  Regular Meetings.    A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of shareholders and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors shall provide, by resolution, the date, time and place, either within or without the State of Delaware, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

3.04.  Special Meetings.    Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors, and if no other place is fixed the place of the meeting shall be the principal business office of the Corporation in the State of Delaware.

3.05.  Notice; Waiver.    Notice of each special meeting of the Board of Directors shall be given by written notice delivered or communicated in person, by telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than forty-eight hours prior to the meeting. The notice need not prescribe the purpose of the special meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with

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postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the Corporation under the Articles of Incorporation or these Bylaws or any provision of the General Corporation Law of the State of Delaware, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The Corporation shall retain any such waiver as part of the permanent corporate records. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.06.  Quorum.    Except as otherwise provided by the General Corporation Law of the State of Delaware or by the Articles of Incorporation or these Bylaws, a majority of the number of directors specified in Section 3.01 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the Articles of Incorporation or by these Bylaws, a quorum of any committee of the Board of Directors created pursuant to Section 3.12 hereof shall consist of a majority of the number of directors appointed to serve on the committee. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors or any committee thereof, as the case may be, from time to time without further notice.

3.07.  Manner of Acting.    The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the General Corporation Law of the State of Delaware, the Articles of Incorporation or these Bylaws require the vote of a greater number of directors.

3.08.  Conduct of Meetings.    The President, and in his or her absence, a Vice President in the order provided under Section 4.08, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors but in the absence of the Secretary, the presiding officer may appoint any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

3.09.  Vacancies.    Except as provided below, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by any of the following: (a) the shareholders; (b) the

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Board of Directors; or (c) if the directors remaining in office constitute fewer than a quorum of the Board of Directors, the directors, by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date, because of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

3.10.  Compensation.    The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the Corporation.

3.11.  Presumption of Assent.    A director who is present and is announced as present at a meeting of the Board of Directors or any committee thereof created in accordance with Section 3.12 hereof, when corporate action is taken, assents to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice that complies with the General Corporation Law of the State of Delaware of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken.

3.12.  Committees.    The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize distributions; (b) approve or propose to shareholders action that the General Corporation Law of the State of Delaware requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by

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the affirmative vote of the remaining committee members, on any Board committee; (d) amend the Corporation’s Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve re-acquisition of shares, except according to a formula or method prescribed by the Board of Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.

3.13.  Telephonic Meetings.    To the extent provided herein and notwithstanding any place set forth in the notice of the meeting or these Bylaws, members of the Board of Directors (and any committees thereof created pursuant to section 3.12 hereof) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting.

3.14.  Action Without Meeting.    Any action required or permitted by the General Corporation Law of the State of Delaware to be taken at a meeting of the Board of Directors or a committee thereof created pursuant to Section 3.12 hereof may be taken without a meeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member and retained by the Corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

ARTICLE IV

OFFICERS

4.01.  Number.    The principal officers of the Corporation shall be a President, the number of Vice Presidents as authorized from time to time by the Board of Directors, a Secretary and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may also authorize any duly authorized officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person.

4.02.  Election and Term of Office.    The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first

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meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, resignation or removal.

4.03.  Removal.    The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these Bylaws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.

4.04.  Resignation.    An officer may resign at any time by delivering notice to the Corporation that complies with the General Corporation Law of the State of Delaware. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the Corporation accepts the later effective date.

4.05.  Vacancies.    A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 4.04 hereof, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

4.06.  President.    The President shall be the principal executive officer of the Corporation and, subject to the direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He or she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he or she may authorize any Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

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4.07.  The Vice Presidents.    In the absence of the President or in the event of the President’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. The execution of any instrument of the Corporation by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President.

4.08.  The Secretary.    The Secretary, if elected, shall: (a) keep minutes of the meetings of the shareholders and of the Board of Directors (and of committees thereof) in one or more books provided for that purpose (including records of actions taken by the shareholders or the Board of Directors (or committees thereof) without a meeting); (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by the General Corporation Law of the State of Delaware; (c) be custodian of the corporate records; (d) maintain a record of the shareholders of the Corporation, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Board of Directors.

4.09.  The Treasurer.    The Treasurer, if elected, shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) maintain appropriate accounting records; (c) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 5.04; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.10.  Assistant Secretaries and Assistant Treasurers.    There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from

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time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.11.  Other Assistants and Acting Officers.    The Board of Directors shall have the power to appoint, or to authorize any duly appointed officer of the Corporation to appoint, any person to act as assistant to any officer, or as agent for the Corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the appointing officer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01.  Contracts.    The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02.  Loans.    No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03.  Checks, Drafts, etc.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

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5.04.  Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.

5.05.  Voting of Securities Owned by this Corporation.    Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the President of this Corporation if he or she be present, or in his or her absence by any Vice President of this Corporation who may be present, and (b) whenever, in the judgment of the President, or in his or her absence, of any Vice President, it is desirable for this Corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such proxy or consent shall be executed in the name of this Corporation by the President or one of the Vice Presidents of this Corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal, if any, or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

ARTICLE VI

CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.01.  Certificates for Shares.    Certificates representing shares of the Corporation shall be in such form, consistent with the General Corporation Law of the State of Delaware, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.06.

6.02.  Facsimile Signatures.    The signature of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the Corporation itself or an employee of the Corporation.

6.03.  Signature by Former Officers.    The validity of a share certificate is not affected if a person who signed the certificate (either manually or in facsimile) no longer holds office when the certificate is issued.

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6.04.  Transfer of Shares.    Prior to due presentment of a certificate for shares for registration of transfer the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has discharged any such duty. The Corporation may require reasonable assurance that such endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05.  Restrictions on Transfer.    The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation upon the transfer of such shares.

6.06.  Lost, Destroyed or Stolen Certificates.    Where the owner claims that certificates for shares have been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity bond if required by the Board of Directors or any principal officer, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

6.07.  Consideration for Shares.    The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and non-assessable. The Corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or otherwise for property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

6.08.  Stock Regulations.    The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with law as it may

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deem expedient concerning the issue, transfer and registration of shares of the Corporation.

ARTICLE VII

FISCAL YEAR

7.01.  Fiscal Year.    The fiscal year of the Corporation shall end on the Friday nearest June 30 in each year.

ARTICLE VIII

SEAL

8.01.  Corporate Seal.    The Board of Directors may provide a corporate seal in an appropriate form.

ARTICLE IX

INDEMNIFICATION

9.01.  Provision of Indemnification.    The Corporation shall, to the fullest extent permitted or required by Section 145 of the General Corporation Law of the State of Delaware, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such Director of Officer is a Party because he or she is or was a Director or Officer of the Corporation. The Corporation shall also indemnify an employee who is not a Director or Officer, to the extent that the employee has been successful on the merits or otherwise in defense of a Proceeding, for all Expenses incurred in the Proceeding if the employee was a Party because he or she is or was an employee of the Corporation. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which a Director, Officer or employee may be entitled under any written agreement, Board resolution, vote of shareholders, the General Corporation Law of the State of Delaware or otherwise. The Corporation may, but shall not be required to, supplement the foregoing rights to indemnification against Liabilities and advancement of Expenses under this Section 9.01 by the purchase of insurance on behalf of any one or more of such Directors, Officers or employees, whether or not the Corporation would be obligated to indemnify or advance Expenses to such Director, Officer or employee under this Section 9.01. All capitalized terms used in this Article IX and not otherwise defined herein shall have the meaning set forth in Section 180.0850 of the General Corporation Law of the State of Delaware.

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ARTICLE X

AMENDMENTS

10.01.  By Shareholders.    These Bylaws may be amended or repealed and new Bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders at which a quorum is in attendance.

10.02.  By Directors.    Except as otherwise provided by the General Corporation Law of the State of Delaware or the Articles of Incorporation, these Bylaws may also be amended or repealed and new Bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, however, that the shareholders in adopting, amending or repealing a particular Bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that Bylaw.

10.03.  Implied Amendments.    Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the Bylaws then in effect but which is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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EX-3.23

Exhibit 3.23

BYLAWS

OF

CHEMICAL METHODS ASSOCIATES, INC.

ARTICLE I

OFFICES

SECTION 1.  Registered Office in California.    The address of the registered office of Chemical Methods Associates, Inc. (the “Corporation”) in the State of California and the registered agent of the Corporation at such address, shall be as provided in the Certificate of Incorporation of the Corporation, as it may be amended or restated from time to time (the “Certificate of Incorporation”).

SECTION 2.  Other Offices.    The Corporation may have an office or offices at any other place or places within or without the State of California.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  Annual Meeting.    The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting may be held at such place within or without the State of California, and at such date and hour, as may be determined by the Board of Directors of the Corporation (the “Board”), or by the President or the Secretary in the absence of a designation by the Board, and set forth in the notice or in a duly executed waiver of notice thereof.

SECTION 2.  Special Meetings.    A special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called at any time by the Board.

SECTION 3.  Meetings by Remote Communication.    The Board may, in its sole discretion, determine that any meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt from time to time.

SECTION 4.  Notice of Meetings.    Notice of the time, place, if any, and purpose of every meeting of stockholders shall be delivered personally, by a form of electronic transmission consented to by the stockholder, or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote at such meeting, at such stockholder’s post office address appearing upon the records of the Corporation or at such other

address as shall be furnished in writing by him or her to the Corporation for such purpose. Such notice shall include the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. Such further notice shall be given as may be required by law or by these Bylaws (the “Bylaws”). Any meeting may be held without notice if all stockholders entitled to vote at such meeting are present in person, by proxy or by remote communication or if notice is waived in writing, either before or after the meeting, by those not present. Attendance of a person at any meeting of stockholders shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

SECTION 5.  Waiver of Notice.    Notice of any annual or special meeting of stockholders need not be given to any stockholder entitled to vote at such meeting who files a written waiver of notice with the Secretary, duly executed by the person entitled to notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of stockholders need be specified in any written waiver of notice. Attendance of a stockholder at a meeting, in person, by proxy or by remote communication, shall constitute a waiver of notice of such meeting, except as provided by law.

SECTION 6.  Adjournments.    When a meeting is adjourned to another date, hour or place, notice need not be given of the adjourned meeting if the date, hour and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting.

When any meeting is convened, the presiding officer, if directed by the Board, may adjourn the meeting if (a) no quorum is present for the transaction of business, or (b) the Board determines that adjournment is necessary or appropriate to enable the stockholders (i) to consider fully information which the Board determines has not been made sufficiently or timely available to stockholders or (ii) otherwise to exercise effectively their voting rights.

SECTION 7.  Quorum.    A meeting of stockholders duly called shall not be organized for the transaction of business unless a quorum is present. The holders of record of at least a majority of the shares of the issued and outstanding stock entitled to vote at such meeting present in person, by proxy or by remote communication, shall, except as otherwise provided by law, the Certificate of Incorporation or by these Bylaws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained. Notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed

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for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 8.  Organization of Meetings.    Meetings of the stockholders shall be presided over by the President, if there be one, or if the President is not present by the Vice President, or if the Vice President is not present, by a chairman to be chosen at the meeting. The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall act as Secretary of the meeting, if present.

SECTION 9.  Voting.    Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of capital stock entitled to vote thereat held by such stockholder. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, when a quorum is present with respect to any matter brought before any meeting of the stockholders, the affirmative vote of the holders of shares entitled to cast a majority of the votes entitled to be cast by all the holders of the shares constituting such quorum shall decide any such matter. Votes need not be by written ballot, unless the Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, requires any vote or votes cast at such meeting to be cast by written ballot.

SECTION 10. Inspectors of Election.    The Board in advance of any meeting of stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any stockholder entitled to vote shall, appoint one or more Inspectors of Election. Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability. If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

SECTION 11.  Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of stockholders at such time as the Board may require. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

SECTION 12.  Action by Consent.

(a)  Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation.

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(b)  A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of California, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.  General Powers.    The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation or by these Bylaws and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2.  Number and Term of Directors Holding Office.    The Board shall consist of one or more members. The number of directors shall be fixed by resolution of the Board or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

SECTION 3.  Resignation.    Any director may resign at any time by giving notice in writing or by electronic transmission to the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, then it shall take effect when

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accepted by action of the Board. Except as aforesaid, acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.  Vacancies and New Directorships.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

SECTION 5.  Meetings.    Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

SECTION 6.  Special Meetings.    Special meetings of the Board may be called on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the President or the Secretary.

SECTION 7.  Quorum.    At all meetings of the Board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 8.  Written Action.    Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board or committee.

SECTION 9.  Participation in Meetings by Conference Telephone.    Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 10.  Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution

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adopted by the Board. Unless otherwise prescribed by the Board, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and shall keep a written record of all actions taken by it.

SECTION 11.  Compensation.    The Board may determine, from time to time, by action taken by resolution duly adopted by the Board, the amount of compensation which shall be paid to its members. The Board shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. In addition, the Board shall also have power, in its discretion, to provide for and pay to directors rendering services to the Corporation not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

SECTION 12.  Rules.    The Board may adopt such special rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper, not inconsistent with law or these by-laws.

ARTICLE IV

NOTICES

SECTION 1.  Generally.    Except as otherwise provided by law, these by-laws or the Certificate of Incorporation, whenever by law or under the provisions of the Certificate of Incorporation or these by-laws notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telephone, telex, facsimile, electronic mail or similar medium of communication or as otherwise may be permitted by these by-laws.

SECTION 2.  Waivers.    Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE V

OFFICERS

SECTION 1.  Generally.    The officers of the Corporation shall be elected by the Board and shall consist of a President, a Vice President, Treasurer and a Secretary. The Board may also choose any or all of the following: one or more Vice Presidents (who may be given particular designations with respect to authority, function, or seniority), one or more Assistants to the President, one or more Assistant Treasurers and one or more Assistant Secretaries and such other officers as the Board may from time to time determine. Notwithstanding the foregoing, by specific action the Board may authorize the President to appoint any person to any office other than President, Secretary, or Treasurer. Any number of offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board may determine. In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board, the Board may delegate the absent or disabled officer’s powers or duties to any other officer or to any director.

SECTION 2.  Terms of Office.    Officers shall hold office until their successors are chosen and qualify.

SECTION 3.  Removal.    Any officer may be removed, either with or without cause, at any time, by the Board.

SECTION 4.  Resignations.    Any officer may resign at any time by giving written notice to the Board or to the Secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.  Vacancies.    If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

SECTION 7.  President.    The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board and of the stockholders. The President shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board, shall have general management and control of the affairs and business of the Corporation; the President shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board) and fix their compensation; and the President shall see that all orders and resolutions of the Board are carried into effect. The President, subject to the control of the Board, shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties as from time to time may be assigned to the President by the Board.

SECTION 8.  Vice Presidents.    Each Vice President of the Corporation, subject to control of the Board, shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation and shall have such powers and perform such

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duties as the President or the Board may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws.

SECTION 9.  Treasurer.    The Treasurer of the Corporation shall have charge and custody of and be responsible for all funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

SECTION 10.  Assistant Treasurers.    The Assistant Treasurers of the Corporation, if any, in order or their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

SECTION 11.  Secretary.    The Secretary of the Corporation shall keep the records of all meetings of the stockholders and the Board. The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of the proceedings in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and the Board, and shall perform such other duties as may be prescribed by the Board. He or she shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Corporation and of its other corporate records.

SECTION 12.  Assistant Secretary.    The Assistant Secretaries, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION 13.  Duties of Officers may be Delegated.    In case of the absence or disability of anyofficer of the Corporation, or for any other reason that the board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer as to any director.

SECTION 14.  Compensation.    The compensation of all officers and agents of the Corporation who are also directors of the Corporation will be fixed by the Board or by a committee of the Board. The Board may fix, or delegate the power to fix, the compensation of other officers and agents of the Corporation to an officer of the Corporation.

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ARTICLE VI

STOCK

SECTION 1.  Certificates.    Certificates representing shares of stock of the Corporation will be in such form as is determined by the Board, subject to applicable legal requirements. Each such certificate will be numbered and its issuance recorded in the books of the Corporation, and such certificate will exhibit the holder’s name and the number of shares and will be signed by, or in the name of, the Corporation by the President and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the facsimile signature of, a duly authorized officer or agent of any properly designated transfer agent of the Corporation. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved, or printed. Such certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be such officer at the time the certificates are issued and delivered. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

SECTION 2.  Lost, Stolen, or Destroyed Certificates.    The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen, or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the Secretary may require the owners of such lost, stolen, or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of the new certificate.

SECTION 3.  Record Dates.    (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which will not be more than 60 nor less than ten calendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the calendar day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the calendar day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders

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entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date will not be more than 60 calendar days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the calendar day on which the Board adopts the resolution relating thereto.

(c)  The Corporation will be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes, and will not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation has notice thereof, except as expressly provided by applicable law.

SECTION 4.  Facsimile Signatures.    Any or all of the signatures on a certificate evidencing shares of stock of the Corporation may be facsimiles.

SECTION 5.  Regulations.    The Board may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these Bylaws, concerning the issue, transfer and registration of certificates evidencing stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures (or a facsimile or facsimiles thereof) of any of them. The Board may at any time terminate the employment of any transfer agent or any registrar of transfers. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed or whose facsimile signature has been placed upon such certificate or certificates had not ceased to be such officer, transfer agent or registrar.

ARTICLE VII

INDEMNIFICATION

SECTION 1.  General.    The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

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civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.  Derivative Actions.    The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was an employee or an agent of the Corporation, or is or was serving at the request of the Corporation as an employee or an agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of California or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3.  Successful Defense.    To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

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SECTION 4.  Proceedings Initiated by any Person.    Notwithstanding anything to the contrary contained in Sections 1 or 2 of this Article VII, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized in advance, or consented to, by the Board.

SECTION 5.  Procedure.    Any indemnification under Sections 1 and 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

SECTION 6.  Advancement of Expenses.    Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article VII or as otherwise authorized by law. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

SECTION 7.  Rights Not Exclusive.    The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

SECTION 8.  Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of the State of California (the “CGCL”).

SECTION 9.  Definition of “Corporation”.    For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify

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its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

SECTION 10.  Certain Other Definitions.    For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”, as referred to in this Article VII.

SECTION 11.  Continuation of Rights.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 12.  Repeal or Modification.    Any repeal or modification of this Article VII by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to advancement of expenses that any person may have at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

SECTION 13.  Amendments to CGCL.    If the CGCL is amended hereafter to broaden the rights of those seeking indemnification or advancement of expenses, then such rights shall be extended to such persons to the fullest extent authorized by the CGCL, as so amended, without further action by either the Board or the stockholders of the Corporation.

ARTICLE VIII

MISCELLANEOUS

SECTION 1.  Execution of Documents.    Any officer, employee or agent of the Corporation designated by the Board (or any duly authorized committee of the Board to the extent permitted by law) shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and the Board (or such a committee) may authorize any such officer, employee or agent to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation.

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SECTION 2.  Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or any other officer of the Corporation to whom power in that respect shall have been delegated by the Board shall select.

SECTION 3.  Proxies in Respect of Stock or Other Securities of Other Corporations.    The Board or the President shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights that the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise such powers and rights.

SECTION 4.  Books and Records.    There shall be kept at such office of the Corporation as the Board shall determine, within or without the State of California, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board may from time to time determine. Each director, each member of a committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 5.  Reliance Upon Books, Reports, and Records.    Each director, each member of a committee designated by the Board, and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person or entity as to matters the director, committee member, or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 6.  Time Periods.    In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

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SECTION 7.  Seal.    The Board may provide a corporate seal which shall bear the full name of the Corporation.

SECTION 8.  Fiscal Year.    The fiscal year of the Corporation will end on December 31st of each year or such other date as may be fixed from time to time by the Board.

ARTICLE IX

AMENDMENTS

SECTION 1.  Amendments.    These by-laws may be altered, amended or repealed, or new by-laws may be adopted, by the stockholders or by the Board of Directors.

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EX-3.24

Exhibit 3.24

BYLAWS

OF

CHEMICAL METHODS LEASCO, INC.

ARTICLE I

OFFICES

SECTION 1.    Principal Offices.

The board of directors shall fix and may from time to time change the location of the principal executive office of the Corporation at any place within or outside the State of California. If the principal executive office is located outside this State, and the Corporation has one or more business offices in this State, the board of directors shall fix and designate a principal business office in the State of California.

SECTION 2.    Other Offices.

The board of directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 1.    Place of Meetings.

Meetings of shareholders shall be held at any place within or outside the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.

SECTION 2.    Annual Meeting.

The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. The date so designated shall be within five (5) months after the end of the fiscal year of the Corporation and within fifteen (15) months after the last annual meeting. At each annual meeting, directors shall be elected and any other proper business may be transacted.

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SECTION 3.    Special Meeting.

A special meeting of the shareholders may be called at any time by the board of directors, or by an officer, or by one or more shareholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time for such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

SECTION 4.    Notice of Shareholders’ Meetings.

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 5 of this Article II not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (i) in the case of a special meeting, the general nature of the business transacted, or (ii) in the case of the annual meeting, those matters which the board of directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If action is proposed to be taken at any meeting for approval of (i) a contract or transaction in which a director has a direct or indirect material financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (iii) a reorganization of the Corporation, pursuant to Section 1201 of that Code, (iv) a voluntary dissolution of the Corporation, pursuant to Section 1900 of that Code, or (v) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also

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state the general nature of that proposal.

SECTION 5.    Manner of Giving Notice; Affidavit of Notice.

Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail, delivered to a common carrier for transmission to the recipient, actually transmitted by electronic means to the recipient by the person giving the notice, or sent by other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the secretary, assistant secretary, or any transfer agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

SECTION 6.    Quorum.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

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SECTION 7.    Adjourned Meeting; Notice.

Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 6 of this Article II.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting of the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the board of directors shall set a new record date. Notice of any such adjourned meeting, if required, shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 4 and 5 of this Article II. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

SECTION 8.    Voting.

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 11 of this Article II, subject to the provisions of Sections 702 to 704, inclusive, of the Corporations Code of California (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present (or if a quorum had been present earlier at the meeting but some shareholders had withdrawn), the affirmative vote of the majority of the shares represented and voting, provided such shares voting affirmatively also constitutes a majority of the number of shares required for a quorum, shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California General Corporation Law or by the Articles of Incorporation.

At a shareholders’ meeting at which directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes

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greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and the shareholder has given notice at the meeting, prior to the voting, of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of directors to be elected, multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected.

SECTION 9.    Waiver of Notice or Consent by Absent Shareholders.

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; except that such attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.

SECTION 10.    Shareholder Action by Written Consent Without a Meeting.

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which

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all shares entitled to vote on that action were present and voted. In the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that a director may be elected at any time to fill a vacancy on the board of directors (other than a vacancy created by removal of a director) that has not been filled by the directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. All such consents shall be filed with the secretary of the Corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 5 of this Article II. In the case of approval of (i) contracts or transactions in which a director has a direct or indirect material financial interest, pursuant to Section 310 of the Corporations Code of California, (ii) indemnification of agents of the corporation, pursuant to Section 317 of that Code, (iii) a reorganization of the corporation, pursuant to Section 1201 of that Code, and (iv) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

SECTION 11.    Record Date for Shareholder Notice, Voting, and Giving Consents.

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record at the close of business on the date so fixed are entitled to notice and to vote or to give consents as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the California General Corporation Law.

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If the board of directors does not so fix a record date:

(a)    The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived at the close of business, on the business day next preceding the day on which the meeting is held;

(b)    The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the board has been taken, shall be at the close of business on the day on which the board adopts the resolution relating to that action, or the sixtieth (60th) day before the date of such other action, whichever is later.

SECTION 12.    Proxies.

Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Sections 705(e) and 705(f) of the Corporations Code of California.

SECTION 13.    Inspectors of Election.

Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the chairman of the meeting may, and on the request of any

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shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)    Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(b)    Receive votes, ballots, or consents;

(c)    Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)    Count and tabulate all votes or consents;

(e)    Determine when the polls shall close;

(f)    Determine the result; and

(g)    Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III

DIRECTORS

SECTION 1.    Powers.

Subject to the provisions of the California General Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Without prejudice to these general powers, and subject to the same limitations, the directors shall have the power to:

(a)    Select and remove all officers, agents, and employees of the Corporation; prescribe any powers

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and duties for them are consistent with law, with the Articles of Incorporation, and with these Bylaws; fix their compensation; and require from them security for faithful service;

(b)    Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings;

(c)    Adopt, make, and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificates;

(d)    Authorize the issuance of shares of stock of the Corporation on any lawful terms, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received;

(e)    Borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.

SECTION 2.    Number and Qualification of Directors.

The authorized number of directors shall be five (5) until changed by a duly adopted Amendment to the Articles of Incorporation or by an Amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16 ²/3% of the outstanding shares entitled to vote.

No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

SECTION 3.    Election and Term of Office of Directors.

Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting.

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Each director, including a director elected to full a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

SECTION 4.    Vacancies.

A vacancy or vacancies in the board of directors shall be deemed to exist in the event of the death, resignation, or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any meeting of shareholders at which any director or directors are elected, to elect the number of directors to be voted for at that meeting.

Any director may resign effective on giving written notice to the chairman of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a director is effective at a future time, the board of directors may elect a successor to take office when the resignation becomes effective.

Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, except that a vacancy created by the removal of a director by the vote or written consent of the shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting of shareholders at which a quorum is present, or by the unanimous written consent of holders of the outstanding shares entitled to vote. Each director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote, except that filling a vacancy created by removal of a director shall require the written consent of the holders of all outstanding shares entitled to vote.

SECTION 5.    Place of Meetings and Meetings by Telephone.

Regular meetings of the board of directors may be held at any place within or outside the State of California that has been designated from time to time by resolution of the board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there

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is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at the meeting.

SECTION 6.    Annual Meeting.

Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting at the place that the annual meeting of shareholders was held or at any other place that shall have been designated by the board of directors, for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required.

SECTION 7.    Other Regular Meetings.

Other regular meetings of the board of directors shall be held without call at such time as shall from time to time be fixed by the board of directors. Such regular meetings may be held without notice.

SECTION 8.    Special Meetings.

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at that director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the Corporation.

SECTION 9.    Quorum.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 11 of this Article III. Every act

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or decision done or made by a majority of the directors present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest), Section 311 of that Code (as to appointment of committees), and Section 317(e) of that Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

SECTION 10.    Waiver of Notice.

The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if each director (a) has received notice of the meeting, (b) attends the meeting without protesting before or at the beginning of the meeting the lack of notice to such director, or (c) before or after the meeting signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. Any such waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 11.    Adjournment.

A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

SECTION 12.    Notice of Adjournment.

Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

SECTION 13.    Action Without Meeting.

Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect of a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

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SECTION 14.    Fees and Compensation of Directors.

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. This Section 14 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE IV

COMMITTEES

SECTION 1.    Committees of Directors.

The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with respect to:

(a)    the approval of any action which, under the General Corporation Law of California, also requires shareholders’ approval or approval of the outstanding shares;

(b)    the filling of vacancies on the board of directors or in any committee;

(c)    the fixing of compensation of the directors for serving on the board or on any committee;

(e)    the amendment or repeal of any resolution of the board of directors which by its express terms is not so amendable or repealable;

(f)    a distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the board of directors; or

(g)    the appointment of any other committees of the board of directors or the members of these committees.

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SECTION 2.    Meetings and Action of Committees.

Meetings and action of committees shall be governed by, and held and taken in accordance with the provisions of Article III of these Bylaws, Section 5 (place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9 (quorum), 10 (waiver and notice), 11 (adjournment), 12 (notice of adjournment), and 13 (action without meeting), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee; special meetings of committees may also be called by resolution of the board of directors; and notice of special meetings of committees shall also be given to all alternate members who shall have the right to attend all meetings of the committee. The board of directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V

OFFICERS

SECTION 1.    Officers.

The officers of the Corporation shall be a chairman of the board or president, or both, a secretary, and a chief financial officer. The Corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V. Any number of offices may be held by the same person.

SECTION 2.    Election of Officers.

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the board of directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment.

SECTION 3.    Subordinate Officers.

The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are

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provided in the Bylaws or as the board of directors may from time to time determine.

SECTION 4.    Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting of the board, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in the notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

SECTION 5.    Vacancies in Offices.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

SECTION 6.    Chairman of the Board.

The chairman of the board, if such an officer be elected, shall, if present, preside at meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the Bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article V.

SECTION 7.    President.

Subject to such supervisory powers, if any, as may be given by the Bylaws or the board of directors to the chairman of the board, if there be such an officer, the president shall be the general manager and chief executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction, and control of the business and the officers of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors. He shall have the general powers and duties of management usually vested in the office of president of a Corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the

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Bylaws.

SECTION 8.    Vice Presidents.

In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the Bylaws, and the president, or the chairman of the board if there is no president.

SECTION 9.    Secretary.

The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary or assistant secretary, or if they are absent or unable to act or refuse to act, any other officer of the corporation shall give, or cause to be given, notice of all meetings of the shareholders, of the board of directors and of committees of the board of directors, required by the Bylaws or by law to be given. The secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the board of directors or by the Bylaws.

SECTION 10.    Chief Financial Officer.

The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital,

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retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall disburse the funds of the Corporation as may be ordered by the board of directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES, AND OTHER AGENTS

SECTION 1.    Agents, Proceedings, and Expenses.

For the purposes of this Article, “agent” means any person who is or was a director, officer, employee, or other agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this Corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or competed action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c) of this Article.

SECTION 2.    Actions Other Than by the Corporation.

This Corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of this Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of this Corporation, against expense, judgments, finds, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that person reasonably believed to be in the best interests of this Corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, or itself, create a presumption that the

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person did not act in good faith and in a manner which the person reasonably believed to be in the best interest of this Corporation or that the person had reasonable cause to believe that the person’s conduct was unlawful.

SECTION 3.    Actions by the Corporation.

This Corporation shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of this Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that person believed to be in the best interests of this Corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:

(a)    In respect to any claim, issue or matter as to which that person shall have been adjudged to be liable to this Corporation in the performance of that person’s duty to this Corporation, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, that person is fairly and reasonably entitled to indemnity for the expenses which the court shall determine.

(b)    Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; and

(c)    Of expenses incurred in defending a threatened or pending action that is settled or otherwise disposed of with or without court approval.

SECTION 4.    Successful Defense by Agent.

To the extent that an agent of this Corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article, or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

SECTION 5.    Required Approval.

Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by this Corporation only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard

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of conduct set forth in Sections 2 or 3 of this Article, by:

(a)    A majority vote of a quorum consisting of directors who are not parties to the proceeding;

(b)    Approval by the affirmative vote of a majority of the shares of this Corporation entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of the holders of a majority of the outstanding shares entitled to vote. For this purpose, the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon; or

(c)    The court in which the proceeding is or was pending, on application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by this Corporation.

SECTION 6.    Advance of Expenses.

Expenses incurred in defending any proceeding may be advanced by this Corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

SECTION 7.    Other Contractual Rights.

Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this Corporation or any subsidiary hereof may be entitled by contract or otherwise.

SECTION 8.    Limitations.

No indemnification or advance shall be made under this Article, except as provided in Section 4 or Section 5(c), in any circumstance where it appears:

(a)    That it would be inconsistent with a provision of the articles of incorporation, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)    That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

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SECTION 9.    Insurance.

Upon and in the event of a determination by the board of directors of this Corporation to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not this Corporation would have the power to indemnify the agent against that liability under the provisions of this section.

SECTION 10.    Fiduciaries of Corporate Employee Benefit Plan.

This Article does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the corporation as defined in Section 1 of this Article. This Corporation shall have the power to indemnify, and to purchase and maintain insurance on behalf of, any such trustee, investment manager, or other fiduciary of any pension, profit-sharing, share bonus, share purchase, share option, savings, thrift and other retirement, incentive, and benefit plan, trust, and other provision for any or all of the directors, officers, and employees of the Corporation or any of its subsidiary or affiliated corporations, and to indemnify and purchase and maintain insurance on behalf of any fiduciary of such plans, trusts, or provisions. Nothing contained in this Article shall limit any right to indemnification to which such a trustee, investment manager, or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law other than this Article.

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ARTICLE VII

RECORDS AND REPORTS

SECTION 1.    Maintenance and Inspection of Share Register.

The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

A shareholder or shareholders of the Corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may (i) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days’ prior written demand on the Corporation, and (ii) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such list, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder or shareholders by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

SECTION 2.    Maintenance and Inspection of Bylaws.

The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in California, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in this State, the secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the Bylaws as amended to date.

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SECTION 3.    Maintenance and Inspection of Other Corporate Records.

The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.

SECTION 4.    Inspection by Directors.

Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

SECTION 5.    Annual Report to Shareholders.

The annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the board of directors from issuing annual or other periodic reports to the shareholders of the Corporation as they consider appropriate.

SECTION 6.    Financial Statements.

A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

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If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the chief financial officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, this report, if any, shall likewise be delivered or mailed to the shareholder or shareholders within thirty (30) days after the request.

The Corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual, or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

SECTION 7.    Annual Statement of General Information.

The Corporation shall, each year during the calendar month in which its Articles of Incorporation originally were filed with the California Secretary of State, or during the preceding five (5) calendar months, file with the Secretary of State of the State of California, on the prescribed form a statement setting forth the authorized number of directors, the names and complete business or residence addresses of all incumbent directors, the number of vacancies on the board, if any, the names and complete business or residence addresses of the chief executive officer, secretary, and chief financial officer, the street address of its principal executive office or principal business office in California, and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of service of process, all in compliance with Section 1502 of the Corporations Code of California.

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ARTICLE VIII

GENERAL CORPORATE MATTERS

SECTION 1.    Record Date for Purposes Other Than Notice and Voting.

For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action (other than action by shareholders by written consent without a meeting), the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before any such action, and in that case only shareholders of record at the close of business on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date so fixed, except as otherwise provided in the California General Corporation Law.

If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60^th) day before the date of that action, whichever is later.

SECTION 2.    Checks, Drafts, Evidences of Indebtedness.

All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

SECTION 3.    Corporate Contracts and Instruments; How Executed.

The board of directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or re-execute any instrument in the name of and on behalf of the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the board of directors or within the agency power of an officer, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

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SECTION 4.    Certificate for Shares.

A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. If the shares are subject to restrictions upon transfer, the restriction or restrictions shall also appear on the certificate. All certificates shall be signed in the name of the Corporation by the chairman of the board or vice chairman of the board or the president or vice president and by the chief financial officer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent, or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

SECTION 5.    Lost Certificates.

Except as provided in this Section 5, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The board of directors, may, in case any share certificate or certificate for any other security is lost, stolen, or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft, or destruction of the certificate or the issuance of the replacement certificate.

SECTION 6.    Representation of Shares of Other Corporations.

The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the board of directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

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SECTION 7.    Employee Stock Purchase Plans.

The Corporation may, upon terms and conditions herein authorized, provide and carry out an employee stock purchase plan or plans providing for the issue and sale, or for the granting of options for the purchase, of its unissued shares, or of issued shares purchased or to be purchased or acquired, to shareholders or employees of the Corporation or of any subsidiary or to a trustee on their behalf. Such plan may provide for such consideration as may be fixed therein, for the payment of such shares in installments or at one time and for aiding any such employees in paying for such shares by compensation for services or otherwise. Any such plan before becoming effective must be approved or authorized by the board of directors of the Corporation.

Such plan may include, among other things, provisions determining or providing for the determination by the board of directors, or any committee thereof designated by the board of directors, of:

(a)    eligibility of employees (including officers and directors) and shareholders to participate therein,

(b)    the number and class of shares which may be subscribed for or for which options may be granted under the plan,

(c)    the time and method of payment therefor, shall be issued or sold,

(d)    the price or prices at which such shares shall be issued or sold,

(e)    whether or not title to the shares shall be reserved to the Corporation until full payment thereof,

(f)    the effect of the death of a shareholder or an employee participating in the plan or termination of his employment, including whether there shall be any option or obligation on the part of the Corporation to repurchase the shares thereupon,

(g)    restrictions, if any, upon the transfer of the shares, and the time limits, and termination of the plan,

(h)    termination, continuation or adjustments of the rights of participating employees and shareholders upon the happening of specified contingencies, including increase or decrease in the number or issued shares of the class covered by the plan without receipt of consideration by the Corporation or any exchange of shares of such class for stock or securities of another corporation pursuant to a

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reorganization or merger, consolidation or dissolution of the Corporation,

(i)    amendment, termination, interpretation and administration of such plan by the board or any committee thereof designated by the board of directors, and

(j)    any other matters, not repugnant to law, as may be included in the plan as approved or authorized by the board of directors or any such committee.

SECTION 8.    Construction and Definitions.

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the California General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and natural person.

ARTICLE IX

AMENDMENTS

SECTION 1.    Amendment by Shareholders.

New bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote, except as otherwise provided by law, these Bylaws, or the Articles of Incorporation; provided, however, that if the Articles of Incorporation of the Corporation set forth the number of authorized directors of the Corporation, the authorized number of directors may be changed only by an amendment of the Articles of Incorporation.

SECTION 2.    Amendment by Directors.

Subject to the rights of the shareholders as provided in Section 1 of this Article IX, Bylaws, other than a Bylaw or an amendment to a Bylaw changing the authorized number of directors, may be adopted, amended, or repealed by the board of directors.

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EX-3.25

Exhibit 3.25

DUBOIS INTERNATIONAL, INC.

*  *  *  *  *

REGULATIONS

*  *  *  *  *

ARTICLE I

OFFICES

SECTION 1.    The principal office shall be in the City of Cincinnati, County of Hamilton, State of Ohio.

SECTION 2.    The corporation may also have offices at such other places as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS’ MEETINGS

SECTION 1.    Meetings of the shareholders shall be in the City of Cincinnati, County of Hamilton, State of Ohio.

SECTION 2.    An annual meeting of the shareholders, commencing with the year 1988, shall be held on the second Monday in May in each year if not a legal holiday, and, if a legal holiday, then on the next secular day following at 11 A.M., when they shall elect by a plurality vote a board of

directors, and transact such other business as may properly be brought before the meeting.

SECTION 3.    Written notice stating the time, place and purpose of a meeting of the shareholders shall be given either by personal delivery or by mail not less than seven (7) nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to notice of the meeting by or at the direction of the president or a vice president or the secretary or an assistant secretary. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

SECTION 4.    Meetings of the shareholders may be called by the president or a vice president, or the directors by action at a meeting, or a majority of the directors acting without a meeting or by the secretary of the corporation upon the order of the board of directors, or by the persons who hold twenty-five per cent of all the shares outstanding and entitled to vote thereat. Upon the request in writing delivered either in person or by registered mail to the president or secretary by any persons entitled to call a meeting of the shareholders, such officer shall forthwith cause notice to be given to the shareholders entitled thereto. If such request be refused, then the persons making such request may call a meeting by giving notice in the manner provided in these regulations.

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SECTION 5.    Business transacted at any special meeting of shareholders shall be confined to the purposes stated in the notice.

SECTION 6.    Upon request of any shareholders at any meeting of shareholders, there shall be produced at such meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the record date of such meeting, who are entitled to vote, showing their respective addresses and the number and class of shares held by each. Such list or lists when certified by the officer or agent in charge of the transfers of shares shall be prima-facie evidence of the facts shown therein.

SECTION 7.    The holders of majority of the shares issued and outstanding having voting power, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of shareholders for the transaction of business, except that at any meeting of shareholders called to take any action which is authorized or regulated by statute, in order to constitute a quorum, there shall be present in person or represented by proxy the holders of record of shares entitling them to exercise the voting power required by statute, the articles of incorporation, or these regulations, to authorize or take the action proposed or stated in the notice of the meeting. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time,

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without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 8.    When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the articles of incorporation or of these regulations, a different vote is required, in which case such express provision shall govern and control the decision of such question.

SECTION 9.    At every meeting of shareholders, each outstanding share having voting power shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders, subject to the provisions with respect to cumulative voting set forth in this section. If notice in writing is given by any shareholder to the president, a vice president or the secretary, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of such meeting shall have been given at least ten days prior thereto, and otherwise not less than twenty-four hours before such time, that he desires that the voting at such election shall be cumulative, and if an announcement of the giving of such notice is made upon the convening of the

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meeting by the chairman or secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses and to give one candidate as many votes as the number of directors to be elected multiplied by the number of his votes equals, or to distribute his votes on the same principle among two or more candidates, as he sees fit. A shareholder shall be entitled to vote even though his shares have not been fully paid, but shares upon which an installment of the purchase price is overdue and unpaid shall not be voted.

SECTION 10.    A person who is entitled to attend a shareholders' meeting, to vote thereat, or to execute consents, waivers, or releases, may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person. A telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of a writing, appointing a proxy is sufficient writing. No appointment of a proxy shall be valid after the expiration of eleven months after it is made unless the writing specifies the date on which it is to expire or the length of time it is to continue in force.

SECTION 11.    Unless the articles or these regulations prohibit the authorization or taking of any action of the shareholders without a meeting, any action which may be authorized or taken at a meeting of the shareholders may be

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authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, which writing or writings shall be filed with or entered upon the records of the corporation.

ARTICLE III

DIRECTORS

SECTION 1.    The number of directors, which shall not be less than three, may be fixed or changed at a meeting of shareholders called for the purpose of electing directors. The first board shall consist of five (5) directors. Except where the law, the articles of incorporation, or these regulations require any action to be authorized or taken by shareholders, all of the authority of the corporation shall be exercised by the directors. The directors shall be elected at the annual meeting of shareholders, except as provided in Section 2 of this article, and each director shall hold office until the next annual meeting of the shareholders and until his successor is elected and qualified, or until his earlier resignation, removal from office, or death. When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose. Directors need not be shareholders.

SECTION 2.    If the office of any director or directors becomes vacant by reason of death, resignation,

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retirement, disqualification, removal from office, or otherwise, the remaining directors, though less than a quorum, shall by a vote of a majority of their number, choose a successor or successors, who shall hold office for the unexpired term in respect to which such vacancy occurred.

SECTION 3.    For their own government the directors may adopt by-laws not inconsistent with the articles of incorporation or these regulations.

SECTION 4.    The directors may hold their meeting, and keep the books of the corporation, outside the State of Ohio, at such places as they may from time to time determine but, if no transfer agent is appointed to act for the corporation in Ohio, it shall keep an office in Ohio at which shares shall be transferable and at which it shall keep books in which shall be recorded the names and addresses of all shareholders and all transfers of shares.

COMMITTEES

SECTION 5.    The directors may at any time elect three or more of their number as an executive committee or other committees, which shall, in the interval between meetings of the board of directors, exercise such powers and perform such duties as may from time to time be prescribed by the board of directors. Any such committee shall be subject at all times to the control and direction of the board of directors. Unless otherwise ordered by the board of directors, any such committee may act by a majority of

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its members at a meeting or by a writing or writings signed by all its members. An act or authorization of an act by any such committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the board of directors.

SECTION 6.    The committee shall keep regular minutes of their proceedings and report the same to the board when required.

COMPENSATION OF DIRECTORS

SECTION 7.    Directors, as such, shall not receive any stated salary for their services but, by resolution of the board, a fixed sum, and expenses of attendance if any, may be allowed for attendance at each regular or special meeting of the board; provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 8.    Members of the executive committee or other committees may be allowed like compensation for attending committee meetings.

MEETINGS OF THE BOARD

SECTION 9.    The first meeting of each newly elected board other than the board first elected shall be held at such time and place, either within or without the State of Ohio, as shall be fixed by the vote of the shareholders at the annual meeting, and no notice of such meeting

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shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or they may meet at such place and time as shall be fixed by the consent in writing of all the directors given either before or after the meeting.

SECTION 10.    Regular meetings of the board may be held at such time and place, either within or without the State of Ohio, as shall be determined by the board.

SECTION 11.    Special meetings of the board may be called by the president, any vice president, or by two directors on two days’ notice to each director, either delivered personally or sent by mail, telegram or cablegram. The notice need not specify the purposes of the meeting.

SECTION 12.    At all meetings of the board a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the articles of incorporation or by these regulations. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present. Notice of adjournment of a meeting need not be given to absent directors if the time and place are fixed at the meeting adjourned.

SECTION 13.    Unless the articles or these regulations prohibit the authorization or taking of any action of

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the directors without a meeting, any action which may be authorized or taken at a meeting of the directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all the directors, which writing or writings shall be filed with or entered upon the records of the corporation.

REMOVAL OF DIRECTORS

SECTION 14.    All the directors, or all the directors of a particular class, if any, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, provided that unless all the directors, or all the directors of a particular class, if any, are removed, no individual director shall be removed in case the votes of a sufficient number of shares are cast against his removal which, is cumulatively voted at an election of all the directors, or all the directors of a particular class, if any, as the case may be, would be sufficient to elect at least one director. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.

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ARTICLE IV

NOTICES

SECTION 1.    Notices to directors and shareholders shall be in writing and delivered personally or mailed to the directors or shareholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to directors and shareholders may also be given by telegram or telephone.

SECTION 2.    Notice of the time, place and purposes of any meeting of shareholders or directors as the case may be, whether required by law, the articles of incorporation or these regulations, may be waived in writing, either before or after the holding of such meeting, by any shareholder, or by any director, which writing shall be filed with or entered upon the records of the meeting.

ARTICLE V

OFFICERS

SECTION 1.    The officers of the corporation shall be chosen by the directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any two or more of such offices except the offices of president and vice president, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument

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is required by law or by these regulations to be executed, acknowledged or verified by any two or more officers.

SECTION 2.    The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board.

SECTION 3.    The board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

SECTION 4.    The salaries of all officer and agents of the corporation shall be fixed by the board of directors.

SECTION 5.    The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the board of directors.

THE PRESIDENT

SECTION 6.    The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and directors, shall be ex officio a member of the executive committee or any other committee, shall have general and active management of the

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business of the corporation, and shall see that all orders and resolutions of the board are carried into effect.

SECTION 7.    He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

SECTION 8.    The vice presidents in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

SECTION 9.    The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and

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shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the board of directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the treasurer or an assistant secretary.

SECTION 10.    The assistant secretaries in the order or their seniority unless otherwise determine by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

SECTION 11.    The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

SECTION 12.    He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so

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requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

SECTION 13.    If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

SECTION 14.    The assistant treasurers in the order of their seniority, unless otherwise determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATES OF STOCK

SECTION 1.    Each holder of shares is entitled to one or more certificates, signed by the president or a vice president and by the secretary, as assistant secretary, the treasurer, or an assistant treasurer of the corporation, which shall certify the number and class of shares held by him in the corporation. Every certificate shall state that

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the corporation is organized under the laws of Ohio, the name of the person to whom the shares represented by the certificate are issued, the number of shares represented by the certificate, and the par value of each share represented by it or that the shares are without par value, and if the shares are classified, the designation of the class, and the series, if any, of the shares represented by the certificate. There shall also be stated on the face or back of the certificate the express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue, or a summary of such express terms, or that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor, or that a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will mail to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor if the copy has become detached from the certificate.

SECTION 2.    In case of any restriction on transferability of shares or reservation of lien thereon, the certificate representing such shares shall set forth on the face or back thereof the statements required by the General Corporation Law of Ohio to make such restrictions or reservations effective.

SECTION 3.    Where a certificate is countersigned by an incorporated transfer agent or registrar, the

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signature of any of the officers specified in Section 1 of this article may be facsimile, engraved, stamped, or printed. Although any officer of the corporation, whose manual or facsimile signature has been placed upon such certificate, ceases to be such officer before the certificate is delivered, such certificate nevertheless shall be effective in all respects when delivered.

LOST CERTIFICATES

SECTION 4.    The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

TRANSFERS OF STOCK

SECTION 5.    Upon surrender to the corporation or

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the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

SECTION 6.    For any lawful purpose, including without limitation, (1) the determination of the shareholders who are entitled to receive notice of or to vote at a meeting of shareholders; (2) receive payment of any dividend or distribution; (3) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect thereto; or (4) participate in the execution of written consents, waivers, or releases, the directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2) and (3) above, shall not be more than sixty days, preceding the date of the meeting of the shareholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be.

SECTION 7.    If a meeting of the shareholders is called by persons entitled to call the same, or action is taken by shareholders without a meeting, and if the directors fail or refuse, within such time as the persons calling such meeting or initiating such other action may request, to fix a record date for the purpose of determining the

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shareholders entitled to receive notice of or vote at such meeting, or to participate in the execution of written consents, waivers, or releases, then the persons calling such meeting or initiating such other action may fix a record date for such purposes, subject to the limitations set forth in Section 6 of this article.

SECTION 8.    The record date for the purpose of clause (1) of Section 6 of this article shall continue to be the record date for all adjournments of such meeting, unless the directors or the persons who shall have fixed the original record date shall, subject to the limitations set forth in Section 6 of this article, fix another date, and in case a new record date is so fixed, notice thereof and of the date to which the meeting shall have been adjourned shall be given to shareholders of record as of said date in accordance with the same requirements as those applying to a meeting newly called.

SECTION 9.    The directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in Section 6 of this article, including the date of the meeting of the shareholders and the period ending with the date, if any, to which adjourned. If no record date is fixed therefor, the record date for determining the shareholders who are entitled to receive notice of, or who are entitled to vote at, a meeting of shareholders, shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be.

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SECTION 10.    The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Ohio.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

SECTION 1.    The board of directors may declare and the corporation may pay dividends and distributions on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its articles of incorporation.

SECTION 2.    Before payment of any dividend or distribution, there may be set aside out of any funds of the corporation available for dividends or distributions such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends or distributions, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interests of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT

SECTION 3.    At the annual meeting of shareholders, or the meeting held in lieu of it, the corporation shall prepare and lay before the shareholders a financial statement consisting of:  A balance sheet containing a summary of the assets, liabilities, stated capital, if any, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) of the corporation as of a date not more than four months before such meeting; if such meeting is an adjourned meeting, the balance sheet may be as of a date not more than four months before the date of the meeting as originally convened; and a statement of profit and loss and surplus, including a summary of profits, dividends or distributions paid, and other changes in the surplus accounts of the corporation for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this section was made and ending with the date of the balance sheet, or in the case of the first statement of profit and loss, from the incorporation of the corporation to the date of the balance sheet.

The financial statement shall have appended to it a certificate signed by the president or a vice president or the treasurer or an assistant treasurer or by a public accountant or firm of public accountants to the effect that the financial statement presents fairly the position of the corporation and the results of its operations in conformity

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with generally accepted accounting principles applied on a basis consistent for the period covered thereby, or to the effect that the financial statements have been prepared on the basis of accounting practices and principles that are reasonable in the circumstances.

SECTION 4.    Upon the written request of any shareholder made within sixty days after notice of any such meeting has been given, the corporation, not later than the fifth day after receiving such request or the fifth day before such meeting, whichever is the later date, shall mail to such shareholder a copy of such financial statement.

CHECKS

SECTION 5.    All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the board of directors may from time to time designate.

FISCAL YEAR

SECTION 6.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

SECTION 7.    The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Ohio.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

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ARTICLE VIII

AMENDMENTS

SECTION 1.    These regulations may be amended or new regulations adopted by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on such proposal, at any regular meeting of the shareholders, or at any special meeting of the shareholders if notice of the proposal to amend or add to the regulations be contained in the notice of the meeting, or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal.

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EX-3.26

Exhibit 3.26

BY-LAWS

OF

INTEGRATED SANITATION MANAGEMENT, INC.

ARTICLE I

OFFICES

1.01    Principal and Business Offices. The corporation may have such principal and other business offices, either within or without the State of Delaware, as the Board of Directors may designate or as the business of the corporation may require from time to time.

1.02    Registered Office. The registered office of the corporation required by the General Corporation Law of Delaware to be maintained in the State of Delaware may be, but need not be, identical with the principal office in the State of Delaware, and the address of the registered office may be changed from time by the Board of Directors. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II

STOCKHOLDERS

2.01    Annual Meeting. The annual meeting of the stockholders shall be held each year within seventy-five (75) days after the close of the fiscal year of the corporation, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as conveniently may be.

2.02    Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, the holders of a majority of the corporation’s common stock then outstanding, or the Secretary if so directed by the Board of Directors.

2.03    Place of Meeting. The President of the corporation, and if he does not act, the Board of Directors shall designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A duly executed waiver of notice may designate any place, either

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within or without the State of Delaware, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal business office of the corporation or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the share represented thereat.

2.04    Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Board of Directors, the President, or the Secretary, or other officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the corporation, with postage thereon prepaid.

2.05    Closing of Transfer Books or Fixing of Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the close of business on the date on which notice of the meeting is mailed or on the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a

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determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall be applied to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

2.06    Voting Lists. The officer or agent having charge of the stock transfer books for shares of the corporation shall, at least ten (10) days before every meeting of stockholders, make a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, with the address of and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at any meeting of stockholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

2.07    Quorum. The holders of a majority of the issued and outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders, except as otherwise provied by statute or by the Certificate of Incorporation. When a quorum is present or represented by proxy at any meeting, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a greater number or voting by classes is required by statute or the Certificate of Incorporation. Though less than a quorum of the outstanding shares are present in person or represented by proxy at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.08    Conduct of Meetings. The Chairman, and in his absence, the President, or in both of their absences, a Vice President in the order provided under Section 4.06 of these By-laws, and in their absence, any person chosen by the stockholders present in person or represented by proxy shall call the meeting of the stockholders to order and shall act as chairman of the meeting, and the Secretary of the corporation shall act as secretary of all meetings of the stockholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

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2.09    Proxies. At all meetings of stockholders, a shareholder entitled to vote may vote in person or by proxy appointed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any time before it is voted, either by written notice filed with the Secretary or the acting secretary of the meeting or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has filed his proxy shall not of itself constitute a revocation. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

2.10    Voting of Shares. Each outstanding share shall be entitled to the number of votes set forth in the Certificate of Incorporation.

2.11    Voting Rights. Except as otherwise provided by law or by the Certificate of Incorporation, and subject to these By-laws, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder, except that no proxy shall be voted after three (3) years from its date unless such proxy provides for a longer period.

2.12    Waiver of Notice by Stockholders. Whenever any notice whatever is required to be given to any shareholder of the corporation under the Certificate of Incorporation or By-laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the shareholder entitled to such notice, shall be deemed equivalent to the giving of such notice; provided that such waiver in respect to any matter of which notice is required under any provision of the General Corporation Law of Delaware, shall contain the same information as would have been required to be included in such notice, except the time and place of meeting.

2.13    Informal Action. Any action required to be taken at any annual or special meeting of the stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding and issued stock having not less

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than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporation action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

BOARD OF DIRECTORS

3.01    General Powers and Number. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. The number of directors of the corporation shall be at least three but no more than eight.

3.02    Tenure and Qualification. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected, or until his prior death, resignation or removal. A director may be removed from office, with or without cause, by the holders of the majority of the shares of stock of the corporation then entitled to vote at an election of directors, except as otherwise provided by law. A director may resign at any time by filing his written resignation with the Secretary of the corporation. Directors need not be residents of the State of Delaware or stockholders of the corporation.

3.03    Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after the annual meeting of stockholders, and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of stockholders which precedes it, or such other suitable place as may be announced at such meeting of stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.

3.04    Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary calling any special meeting of the Board of Directors may fix any place, either within or without the State of Delaware, as the place for holding any special meeting of the Board of Directors called by them, if no other place is fixed the place of meeting shall be the principal business office of the corporation.

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3.05    Notice; Waiver. Notice of each meeting of the Board of Directors (unless otherwise provided in or pursuant to Section 3.03) shall be given upon at least twenty-four (24) hours’ notice to each director, either personally, by telephone, by mail, or by telegraph. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Whenever any notice whatever is required to be given to any director of the corporation under the Certificate of Incorporation or By-Laws or any provision of law, a waiver thereof in writing, signed at any time, whether before or after the time of meeting, by the director entitled to such notice, shall be deemed equivalent to the giving of such notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.06    Quorum. Except as otherwise provided by law or by the Certificate of Incorporation or these By-Laws, a majority of the total number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice.

3.07    Manner of Acting. The vote of a majority of the directors elected to office shall be required for all actions by the Board of Directors.

3.08    Conduct of Meetings. The Chairman, and in his absence, the Vice Chairman, the President, and in their absence, a Vice President in the order provided under Section 4.08, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other person present to act as secretary of the meeting.

3.09    Vacancies. Vacancies and newly-created directorships resulting from any increase in the authorized

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number of directors may be filled by a majority of the directors then in office no less than a quorum, and each director so chosen shall hold office until the next annual meeting of stockholders and until the successor is duly elected and qualified or until his or her earlier death, resignation, or removal as hereinafter provided.

3.10    Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the corporation.

3.11    Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.12    Committees. The Board of Directors may by resolution, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution shall have and may exercise the powers of the Board of Directors in the management and affairs of the corporation, except as otherwise may be limited by statute. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the directors when required.

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3.13    Committee Rules. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by the resolution of the Board of Directors designating such committee, but in all cases the presence of at least a majority of the members of such committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is/are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

3.14    Informal Action. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE IV

OFFICERS

4.01    Number. The principal officers of the corporation shall be a Chairman, Vice Chairman, President, any number of Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any number of offices may be held by the same person.

4.02    Election and Term of Office. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held at soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and qualified or until his or her earlier death, resignation, or removal.

4.03    Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

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4.04    Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term by the Board of Directors then in office.

4.05    Chairman. The Chairman shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the corporation as he shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the Chairman. He shall have authority to sign, execute and acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he may authorize any Vice President or other officer or agent of the corporation to sign, execute and acknowledge such documents or instruments in his place and stead. In general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.06    Vice Chairman. The Vice Chairman shall, in the temporary absence or unavailability of the Chairman, preside at all meetings of the Board of Directors and of the Shareholders; but shall have no other duties of the Chairman except as may be temporarily assigned to him by the Chairman or the Board of Directors. In the temporary absence or unavailability of the President he shall perform the duties of the President; and he shall perform such other duties and discharge such other responsibilities as the Board of Directors or the Chairman shall prescribe.

4.07    President. The President shall be the second ranking officer of the corporation. He shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the Chairman may from time to time delegate to him. In the absence or inability to act of the Chairman, the President shall act as the chief executive officer of the corporation and shall perform the duties of the Chairman.

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4.08    The Vice Presidents. In the absence of the Chairman and President or in the event of their death, inability or refusal to act, or in the event for any reason it shall be impracticable for the Chairman and President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman and President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the Chairman, President or by the Board of Directors. The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the Chairman and President.

4.09    The Secretary. The Secretary shall: (a) keep the minutes of the meetings of the stockholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep or arrange for the keeping of a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the Chairman, President or by the Board of Directors.

4.10    The Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Section 5.04; and (c) in general perform all of

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the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.11    Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the Chairman, President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.12    Other Assistants and Acting Officers. The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

4.13    Salaries. The salaries of the principal officers shall be fixed from time to time by the Board of Directors or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS

5.01    Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances. In the absence of

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other designation, all deeds, mortgages and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the Chairman or the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02    Loans. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03    Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

5.04    Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of a resolution of the Board of Directors.

5.05    Voting of Securities Owned by this Corporation. Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President of this corporation if he be present, or in his absence by any Vice President of this corporation who may be present, and (b) whenever, in the judgment of the President, or in his absence, of any Vice President, it is desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or one of the Vice Presidents of this corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above

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stated as the proxy or proxies of this corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFERS

6.01    Certificates for Shares. Certificates representing shares of the corporation shall be in such form, consistent with law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.06.

6.02    Facsimile Signatures and Seal. The seal of the corporation on any certificates for shares may be a facsimile. The signatures of the Chairman, President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation.

6.03    Signature by Former Officers. In case any officer, who has signed or whose facsimile signature has been placed upon any certificate for shares, shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of its issue.

6.04    Transfer of Shares. Prior to due presentment of a certificate for shares for registration of transfer the corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. Where a certificate for shares is presented to the corporation with a request to register for transfer, the corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the corporation had no duty to inquire into adverse claims or has discharged

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any such duty. The corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed under the authority of the Board of Directors.

6.05    Restrictions on Transfer. The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the corporation upon the transfer of such shares.

6.06    Lost, Destroyed or Stolen Certificates. Where the owner claims that his certificate for shares has been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the corporation has notice that such shares have been acquired by a bona fide purchaser, and (b) files with the corporation a sufficient indemnity bond, and (c) satisfies such other reasonable requirements as the Board of Directors may prescribe.

6.07    Consideration for Shares. The shares of the corporation may be issued for such consideration as shall be fixed from time to time by the Board of Directors, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof. The consideration to be paid for shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable by the corporation. No certificate shall be issued for any share until such share is fully paid.

6.08    Stock Regulations. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Delaware as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the corporation.

ARTICLE VII

SEAL

7.01    Seal. The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words, “Corporate Seal, Delaware.”

ARTICLE VIII

AMENDMENTS

8.01    Amendments. These By-Laws may be amended, altered, or repealed and new By-Laws adopted at any meeting of

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the Board of Directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the By-laws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.

ARTICLE IX

DIVIDENDS

9.01    Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. For payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think in the best interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS

10.01    Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary, or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to

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be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Article 10.02 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, to the extent required by the General Corporation Law of the State of Delaware, the advance payment of such expenses incurred by a director or officer shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

10.02    Filing of Suit. If a claim under Article 10.01 above is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard or conduct, shall be a defense to the

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action or create a presumption that the claimant has not met the applicable standard of conduct.

10.03    Exclusivity. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

10.04    Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employer, fiduciary, or agent of the corporation or another corporation, partnership, joint venture, trust, or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

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EX-3.27

Exhibit 3.27

AMENDED AND RESTATED

OPERATING AGREEMENT

OF JD REAL ESTATE SUBSIDIARY, LLC

THE UNDERSIGNED is the sole Member of JD Real Estate Subsidiary, LLC, a limited liability company (the “Company”) formed under the laws of the State of Delaware. The undersigned hereby adopts the following Amended and Restated Operating Agreement, amending and restating that certain Operating Agreement, dated as of April 25, 2002, signed by S.C. Johnson Commercial Markets, Inc. (now known as JohnsonDiversey, Inc.) (the “Agreement”), pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§18-l0l et seq. (the “Delaware Act”), and does hereby certify and agree as follows:

1.  Name.    The name of the Company shall be JD Real Estate Subsidiary, LLC, or such other name as the Member may from time to time hereafter designate.

2.  Definitions; Rules of Construction.    In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Capital Contribution” means the amount of capital contributed by the Member to the Company in accordance with Section 8 hereof.

“Event of Withdrawal of the Member” means the death, retirement, resignation, expulsion, bankruptcy, or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company.

“Initial Member” means JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), a Delaware corporation.

“Interest” means the ownership interest of the Member in the Company (which shall be considered personal property for all purposes), consisting of (i) such Member’s Percent­age Interest in profits, losses, allocations, and distributions, (ii) such Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act, and (iii) such Member’s other rights and privileges as herein provided.

“Member” means the Initial Member or any transferee or Pledgee (as defined herein) of the Interest by the Initial Member, as applicable.

“Percentage Interest” means the Member’s share of the profits and losses of the Company and the Member’s percentage right to receive distributions of the Company’s assets. The Percentage Interest of the Member shall initially be the percentage set forth opposite such Member’s name on Schedule I hereto, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interest of the Member shall at all times equal 100 percent.

Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof.

3.  Purpose.    The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Delaware Act, as such business activities may be determined by the Member from time to time.

4.  Offices.

(a)  The principal office of the Company, and such additional offices as the Member may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Member may designate from time to time.

(b)  The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware, New Castle County. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

5.  Member.    The name and business or residence address of the Member of the Company are as set forth on Schedule I attached hereto, as the same may be amended from time to time.

6.  Term.    The Company shall continue until dissolved and terminated in accordance with Section 14 of this Agreement.

7.  Management of the Company.

(a)  The Member shall have the right to manage the business of the Company, and shall have all powers and rights necessary, appropriate, or advisable to effectuate and carry out the purposes and business of the Company. The Member may appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Member may delegate to any such person (who may be designated an officer of the Company) or entity such authority to act on behalf of the Company as the Member may from time to time deem appropriate.

(b)  The Member may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of correction of, or certificates of amendment to, the Company’s certificate of formation, one or more restated certificates of formation and certificates of

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merger or consolidation and certificate of cancellation canceling the Company’s certificate of formation.

8.  Capital Contributions; Capital Accounts; Administrative Matters.

(a)  The Initial Member has contributed to the Company in cash the amount set forth on Schedule I hereto. The Initial Members shall have no obligation to make any further capital contributions to the Company.

(b)  A single, separate capital account shall be maintained for the Member. The Member’s capital account shall be credited with the amount of money and the fair market value of property (net of any liabilities secured by such contributed property that the Company assumes or takes subject to) contributed by the Member to the Company; the amount of any Company liabilities assumed by such Member (other than in connection with a distribution of Company property), and such Member’s distributive share of Company profits (including tax exempt income). The Member’s capital account shall be debited with the amount of money and the fair market value of property (net of any liabilities that such Member assumes or takes subject to) distributed to such Member; the amount of any liabilities of such Member assumed by the Company (other than in connection with a contribution); and such Member’s distributive share of Company losses (including items that may be neither deducted nor capitalized for federal income tax purposes).

(c)  Notwithstanding any provision of this Agreement to the contrary, the Member’s capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the regulations thereunder (the “Regulations”), including, without limitation, (i) the adjustments permitted or required by Internal Revenue Code Section 704(b) and, to the extent applicable, the principles expressed in Internal Revenue Code Section 704(c) and (ii) adjustments required to maintain capital accounts in accordance with the “substantial economic effect test” set forth in the Regulations under Internal Revenue Code Section 704(b).

(d)  The Company hereby designates S.C. Johnson Commercial Markets, Inc. as “Tax Matters Partner” for purposes of Internal Revenue Code Section 6231 and the Regulations promulgated thereunder. The Tax Matters Partner shall promptly advise each Member of any audit proceedings proposed to be conducted with respect to the Company.

(e)  It is the intention of the Member that the Company shall be taxed as a “partnership” for federal, state, local, and foreign income tax purposes. The Member agrees to take all reasonable actions, including the amendment of this Agreement and the execution of other documents, as may reasonably be required in order for the Company to qualify for and

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receive “partnership” treatment for federal, state, local, and foreign income tax purposes.

(f)  The fiscal year of the Company shall be a calendar year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the Regulations.

9.  Assignments of Company Interest.    The Member may sell, assign, pledge, or otherwise transfer or encumber (collectively “transfer”) all or any part of its interest in the Company to another Person (the “Pledgee”). To the extent that the Member has pledged or otherwise encumbered the Interest of the Company to a Pledgee, upon the occurrence and during the continuance of an event of default under (x) the loan agreement relating to such pledge or encumbrance or (y) such other agreements pursuant to which such pledge was granted or such encumbrance was created, in each case the Pledgee shall be entitled to exercise all of the rights of the Member and shall be permitted to become a Member of the Company entitled to participate in the management thereof. Further, upon such event of default, the entire Interest of the Company shall transfer to the Pledgee and the Initial Member shall cease to be a Member.

10.  Additional Members.    Except as otherwise provided herein, the Member shall not have the right to admit additional Members other than Pledgees in accordance with Section 9 herein.

11.  Distributions.    Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Member may determine.

12.  Dissolution.    Subject to the provisions of Section 15 of this Agreement, the Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)  The determination of the Member to dissolve the Company; or

(b)  The occurrence of an Event of Withdrawal of the Member or any other event causing a dissolution of the Company under Section 18-801 of the Delaware Act.

13.  Limitation on Liability.    The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Member of the Company shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member.

14.  Standard of Care; Indemnification of Members, Officers, Employees, and Agents.

(a)  The Member shall not have any personal liability whatsoever to the Company on account of such Member’s status as a Member or by reason

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of such Member’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect the Member against any liability to the Company to which such Member would otherwise be subject by reason of (i) any act or omission of such Manager or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Member derived improper personal benefit.

(b)  The Company shall indemnify and hold harmless the Member, the affiliates of the Member and the officers of the Company (each an “Indemnified Person”) against any and all losses, claims, damages, expenses, and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suits, proceeding, or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation, or termination of the Company, or the Indemnified Person’s acting as a Member under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence, or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities provided hereunder shall survive termination of the Company and this Agreement. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to the Member. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

(c)  The contract rights to indemnification and to the advancement of expenses conferred in this Section 17 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, or otherwise.

(d)  The Company may maintain insurance, at its expense, to protect itself, the Member and the officers, employees, or agents of the Company, or another limited liability company, corporation, partnership, joint venture,

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trust, or other enterprise against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under the Delaware Act.

(e)  The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 17 with respect to the indemnification and advancement of expenses of the Member of the Company.

15.  Amendments.    This Agreement may be amended at any time.

16.  Governing Law.    This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has caused one of its duly authorized officers to duly execute this Agreement as of June 13, 2002.

MEMBER
JOHNSONDIVERSEY, INC. (formerly known as S.C. Johnson Commercial Markets, Inc.)
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior Vice President and Chief Financial Officer

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SCHEDULE I

Name & Address	Capital Contribution		Percentage Interest
S.C. Johnson Commercial Markets, Inc.	$	1.00	100	%
8310 16th Street Sturtevant, WI 53177-0902

EX-3.28

Exhibit 3.28

BYLAWS

OF

JOHNSON DIVERSEY PUERTO RICO, INC.

ARTICLE I

OFFICES

SECTION 1.  Registered Office in Delaware.    The address of the registered office of Johnson Diversey Puerto Rico, Inc. (the “Corporation”) in the State of Delaware and the registered agent of the Corporation at such address, shall be as provided in the Certificate of Incorporation of the Corporation, as it may be amended or restated from time to time (the “Certificate of Incorporation”).

SECTION 2.  Other Offices.    The Corporation may have an office or offices at any other place or places within or without the State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  Annual Meeting.    The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting may be held at such place within or without the State of Delaware, and at such date and hour, as may be determined by the Board of Directors of the Corporation (the “Board”), or by the President or the Secretary in the absence of a designation by the Board, and set forth in the notice or in a duly executed waiver of notice thereof.

SECTION 2.  Special Meetings.    A special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called at any time by the Board.

SECTION 3.  Meetings by Remote Communication.    The Board may, in its sole discretion, determine that any meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt from time to time.

SECTION 4.  Notice Of Meetings.    Notice of the time, place, if any, and purpose of every meeting of stockholders shall be delivered personally, by a form of electronic transmission consented to by the stockholder, or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote at such meeting, at such stockholder’s post office address appearing upon the records of the Corporation or at such other

address as shall be furnished in writing by him or her to the Corporation for such purpose. Such notice shall include the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. Such further notice shall be given as may be required by law or by these Bylaws (the “Bylaws”). Any meeting may be held without notice if all stockholders entitled to vote at such meeting are present in person, by proxy or by remote communication or if notice is waived in writing, either before or after the meeting, by those not present. Attendance of a person at any meeting of stockholders shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

SECTION 5.  Waiver of Notice.    Notice of any annual or special meeting of stockholders need not be given to any stockholder entitled to vote at such meeting who files a written waiver of notice with the Secretary, duly executed by the person entitled to notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of stockholders need be specified in any written waiver of notice. Attendance of a stockholder at a meeting, in person, by proxy or by remote communication, shall constitute a waiver of notice of such meeting, except as provided by law.

SECTION 6.  Adjournments.    When a meeting is adjourned to another date, hour or place, notice need not be given of the adjourned meeting if the date, hour and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting.

When any meeting is convened, the presiding officer, if directed by the Board, may adjourn the meeting if (a) no quorum is present for the transaction of business, or (b) the Board determines that adjournment is necessary or appropriate to enable the stockholders (i) to consider fully information which the Board determines has not been made sufficiently or timely available to stockholders or (ii) otherwise to exercise effectively their voting rights.

SECTION 7.  Quorum.    A meeting of stockholders duly called shall not be organized for the transaction of business unless a quorum is present. The holders of record of at least a majority of the shares of the issued and outstanding stock entitled to vote at such meeting present in person, by proxy or by remote communication, shall, except as otherwise provided by law, the Certificate of Incorporation or by these Bylaws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained. Notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed

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for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 8.  Organization of Meetings.    Meetings of the stockholders shall be presided over by the President, if there be one, or if the President is not present by the Vice President, or if the Vice President is not present, by a chairman to be chosen at the meeting. The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall act as Secretary of the meeting, if present.

SECTION 9.  Voting.    Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of capital stock entitled to vote thereat held by such stockholder. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, when a quorum is present with respect to any matter brought before any meeting of the stockholders, the affirmative vote of the holders of shares entitled to cast a majority of the votes entitled to be cast by all the holders of the shares constituting such quorum shall decide any such matter. Votes need not be by written ballot, unless the Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, requires any vote or votes cast at such meeting to be cast by written ballot.

SECTION 10.   Inspectors of Election.    The Board in advance of any meeting of stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any stockholder entitled to vote shall, appoint one or more Inspectors of Election. Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability. If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

SECTION 11.  Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of stockholders at such time as the Board may require. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

SECTION 12.  Action by Consent.

(a)  Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation.

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(b)  A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.  General Powers.    The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation or by these Bylaws and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2.  Number and Term of Directors Holding Office.    The Board shall consist of one or more members. The number of directors shall be fixed by resolution of the Board or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

SECTION 3.  Resignation.    Any director may resign at any time by giving notice in writing or by electronic transmission to the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, then it shall take effect when

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accepted by action of the Board. Except as aforesaid, acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.  Vacancies and New Directorships.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

SECTION 5.  Meetings.    Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

SECTION 6.  Special Meetings.    Special meetings of the Board may be called on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the President or the Secretary.

SECTION 7.  Quorum.    At all meetings of the Board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 8.  Written Action.    Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board or committee.

SECTION 9.  Participation in Meetings by Conference Telephone.    Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 10.  Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution

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adopted by the Board. Unless otherwise prescribed by the Board, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and shall keep a written record of all actions taken by it.

SECTION 11.  Compensation.    The Board may determine, from time to time, by action taken by resolution duly adopted by the Board, the amount of compensation which shall be paid to its members. The Board shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. In addition, the Board shall also have power, in its discretion, to provide for and pay to directors rendering services to the Corporation not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

SECTION 12.  Rules.    The Board may adopt such special rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper, not inconsistent with law or these by-laws.

ARTICLE IV

NOTICES

SECTION 1.  Generally.    Except as otherwise provided by law, these by-laws or the Certificate of Incorporation, whenever by law or under the provisions of the Certificate of Incorporation or these by-laws notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telephone, telex, facsimile, electronic mail or similar medium of communication or as otherwise may be permitted by these by-laws.

SECTION 2.  Waivers.    Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE V

OFFICERS

SECTION 1.  Generally.    The officers of the Corporation shall be elected by the Board and shall consist of a President, a Vice President, Treasurer and a Secretary. The Board may also choose any or all of the following: one or more Vice Presidents (who may be given particular designations with respect to authority, function, or seniority), one or more Assistants to the President, one or more Assistant Treasurers and one or more Assistant Secretaries and such other officers as the Board may from time to time determine. Notwithstanding the foregoing, by specific action the Board may authorize the President to appoint any person to any office other than President, Secretary, or Treasurer. Any number of offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board may determine. In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board, the Board may delegate the absent or disabled officer’s powers or duties to any other officer or to any director.

SECTION 2.  Terms of Office.    Officers shall hold office until their successors are chosen and qualify.

SECTION 3.  Removal.    Any officer may be removed, either with or without cause, at any time, by the Board.

SECTION 4.  Resignations.    Any officer may resign at any time by giving written notice to the Board or to the Secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.  Vacancies.    If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

SECTION 7.  President.    The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board and of the stockholders. The President shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board, shall have general management and control of the affairs and business of the Corporation; the President shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board) and fix their compensation; and the President shall see that all orders and resolutions of the Board are carried into effect. The President, subject to the control of the Board, shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties as from time to time may be assigned to the President by the Board.

SECTION 8.  Vice Presidents.    Each Vice President of the Corporation, subject to control of the Board, shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation and shall have such powers and perform such

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duties as the President or the Board may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws.

SECTION 9.  Treasurer.    The Treasurer of the Corporation shall have charge and custody of and be responsible for all funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

SECTION 10.  Assistant Treasurers.    The Assistant Treasurers of the Corporation, if any, in order or their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

SECTION 11.  Secretary.    The Secretary of the Corporation shall keep the records of all meetings of the stockholders and the Board. The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of the proceedings in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and the Board, and shall perform such other duties as may be prescribed by the Board. He or she shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Corporation and of its other corporate records.

SECTION 12.  Assistant Secretary.    The Assistant Secretaries, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION 13.  Duties of Officers may be Delegated.    In case of the absence or disability of any officer of the Corporation, or for any other reason that the board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer as to any director.

SECTION 14.  Compensation.    The compensation of all officers and agents of the Corporation who are also directors of the Corporation will be fixed by the Board or by a committee of the Board. The Board may fix, or delegate the power to fix, the compensation of other officers and agents of the Corporation to an officer of the Corporation.

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ARTICLE VI

STOCK

SECTION 1.  Certificates.    Certificates representing shares of stock of the Corporation will be in such form as is determined by the Board, subject to applicable legal requirements. Each such certificate will be numbered and its issuance recorded in the books of the Corporation, and such certificate will exhibit the holder’s name and the number of shares and will be signed by, or in the name of, the Corporation by the President and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the facsimile signature of, a duly authorized officer or agent of any properly designated transfer agent of the Corporation. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved, or printed. Such certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be such officer at the time the certificates are issued and delivered. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

SECTION 2.  Lost, Stolen, or Destroyed Certificates.    The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen, or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the Secretary may require the owners of such lost, stolen, or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of the new certificate.

SECTION 3.  Record Dates.    (a)  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which will not be more than 60 nor less than ten calendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the calendar day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the calendar day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders

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entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date will not be more than 60 calendar days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the calendar day on which the Board adopts the resolution relating thereto.

(c)  The Corporation will be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes, and will not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation has notice thereof, except as expressly provided by applicable law.

SECTION 4.  Facsimile Signatures.    Any or all of the signatures on a certificate evidencing shares of stock of the Corporation may be facsimiles.

SECTION 5.  Regulations.    The Board may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these Bylaws, concerning the issue, transfer and registration of certificates evidencing stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures (or a facsimile or facsimiles thereof) of any of them. The Board may at any time terminate the employment of any transfer agent or any registrar of transfers. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed or whose facsimile signature has been placed upon such certificate or certificates had not ceased to be such officer, transfer agent or registrar.

ARTICLE VII

INDEMNIFICATION

SECTION 1.  General.    The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

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civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.  Derivative Actions.    The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was an employee or an agent of the Corporation, or is or was serving at the request of the Corporation as an employee or an agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3.  Successful Defense.    To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

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SECTION 4.  Proceedings Initiated by any Person.    Notwithstanding anything to the contrary contained in Sections 1 or 2 of this Article VII, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized in advance, or consented to, by the Board.

SECTION 5.  Procedure.    Any indemnification under Sections 1 and 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

SECTION 6.  Advancement of Expenses.    Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article VII or as otherwise authorized by law. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

SECTION 7.  Rights Not Exclusive.    The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

SECTION 8.  Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

SECTION 9.  Definition of “Corporation”.    For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify

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its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

SECTION 10.  Certain Other Definitions.    For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”, as referred to in this Article VII.

SECTION 11.  Continuation of Rights.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 12.  Repeal or Modification.    Any repeal or modification of this Article VII by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to advancement of expenses that any person may have at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

SECTION 13.  Amendments to DGCL.    If the DGCL is amended hereafter to broaden the rights of those seeking indemnification or advancement of expenses, then such rights shall be extended to such persons to the fullest extent authorized by the DGCL, as so amended, without further action by either the Board or the stockholders of the Corporation.

ARTICLE VIII

MISCELLANEOUS

SECTION 1.  Execution of Documents.    Any officer, employee or agent of the Corporation designated by the Board (or any duly authorized committee of the Board to the extent permitted by law) shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and the Board (or such a committee) may authorize any such officer, employee or agent to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation.

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SECTION 2.  Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or any other officer of the Corporation to whom power in that respect shall have been delegated by the Board shall select.

SECTION 3.  Proxies in Respect of Stock or Other Securities of Other Corporations.    The Board or the President shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights that the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise such powers and rights.

SECTION 4.  Books and Records.    There shall be kept at such office of the Corporation as the Board shall determine, within or without the State of Delaware, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board may from time to time determine. Each director, each member of a committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 5.  Reliance Upon Books, Reports, and Records.    Each director, each member of a committee designated by the Board, and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person or entity as to matters the director, committee member, or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 6.  Time Periods.    In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

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SECTION 7.  Seal.    The Board may provide a corporate seal which shall bear the full name of the Corporation.

SECTION 8.  Fiscal Year.    The fiscal year of the Corporation will end on December 31st of each year or such other date as may be fixed from time to time by the Board.

ARTICLE IX

AMENDMENTS

SECTION 1.  Amendments.    These by-laws may be altered, amended or repealed, or new by-laws may be adopted, by the stockholders or by the Board of Directors.

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EX-3.29

Exhibit 3.29

BYLAWS

OF

JOHNSON DIVERSEY SHAREHOLDINGS, INC.

ARTICLE I

OFFICES

SECTION 1.  Registered Office in Delaware.    The address of the registered office of Johnson Diversey Shareholdings, Inc. (the “Corporation”) in the State of Delaware and the registered agent of the Corporation at such address, shall be as provided in the Certificate of Incorporation of the Corporation, as it may be amended or restated from time to time (the “Certificate of Incorporation”).

SECTION 2.  Other Offices.    The Corporation may have an office or offices at any other place or places within or without the State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  Annual Meeting.    The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting may be held at such place within or without the State of Delaware, and at such date and hour, as may be determined by the Board of Directors of the Corporation (the “Board”), or by the President or the Secretary in the absence of a designation by the Board, and set forth in the notice or in a duly executed waiver of notice thereof.

SECTION 2.  Special Meetings.    A special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called at any time by the Board.

SECTION 3.  Meetings by Remote Communication.    The Board may, in its sole discretion, determine that any meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt from time to time.

SECTION 4.  Notice of Meetings.    Notice of the time, place, if any, and purpose of every meeting of stockholders shall be delivered personally, by a form of electronic transmission consented to by the stockholder, or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote at such meeting, at such stockholder’s post office address appearing upon the records of the Corporation or at such other

address as shall be furnished in writing by him or her to the Corporation for such purpose. Such notice shall include the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. Such further notice shall be given as may be required by law or by these Bylaws (the “Bylaws”). Any meeting may be held without notice if all stockholders entitled to vote at such meeting are present in person, by proxy or by remote communication or if notice is waived in writing, either before or after the meeting, by those not present. Attendance of a person at any meeting of stockholders shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

SECTION 5.  Waiver of Notice.    Notice of any annual or special meeting of stockholders need not be given to any stockholder entitled to vote at such meeting who files a written waiver of notice with the Secretary, duly executed by the person entitled to notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of stockholders need be specified in any written waiver of notice. Attendance of a stockholder at a meeting, in person, by proxy or by remote communication, shall constitute a waiver of notice of such meeting, except as provided by law.

SECTION 6.  Adjournments.    When a meeting is adjourned to another date, hour or place, notice need not be given of the adjourned meeting if the date, hour and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting.

When any meeting is convened, the presiding officer, if directed by the Board, may adjourn the meeting if (a) no quorum is present for the transaction of business, or (b) the Board determines that adjournment is necessary or appropriate to enable the stockholders (i) to consider fully information which the Board determines has not been made sufficiently or timely available to stockholders or (ii) otherwise to exercise effectively their voting rights.

SECTION 7.  Quorum.    A meeting of stockholders duly called shall not be organized for the transaction of business unless a quorum is present. The holders of record of at least a majority of the shares of the issued and outstanding stock entitled to vote at such meeting present in person, by proxy or by remote communication, shall, except as otherwise provided by law, the Certificate of Incorporation or by these Bylaws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained. Notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed

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for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 8.  Organization of Meetings.    Meetings of the stockholders shall be presided over by the President, if there be one, or if the President is not present by the Vice President, or if the Vice President is not present, by a chairman to be chosen at the meeting. The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall act as Secretary of the meeting, if present.

SECTION 9.  Voting.    Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of capital stock entitled to vote thereat held by such stockholder. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, when a quorum is present with respect to any matter brought before any meeting of the stockholders, the affirmative vote of the holders of shares entitled to cast a majority of the votes entitled to be cast by all the holders of the shares constituting such quorum shall decide any such matter. Votes need not be by written ballot, unless the Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, requires any vote or votes cast at such meeting to be cast by written ballot.

SECTION 10.  Inspectors of Election.    The Board in advance of any meeting of stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any stockholder entitled to vote shall, appoint one or more Inspectors of Election. Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability. If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

SECTION 11.  Proxies.    Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of stockholders at such time as the Board may require. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

SECTION 12.  Action by Consent.

(a)  Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation.

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(b)  A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.  General Powers.    The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation or by these Bylaws and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2.  Number and Term of Directors Holding Office.    The Board shall consist of one or more members. The number of directors shall be fixed by resolution of the Board or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

SECTION 3.  Resignation.    Any director may resign at any time by giving notice in writing or by electronic transmission to the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, then it shall take effect when

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accepted by action of the Board. Except as aforesaid, acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.  Vacancies and New Directorships.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

SECTION 5.  Meetings.    Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

SECTION 6.  Special Meetings.    Special meetings of the Board may be called on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the President or the Secretary.

SECTION 7.  Quorum.    At all meetings of the Board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 8.  Written Action.    Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board or committee.

SECTION 9.  Participation in Meetings by Conference Telephone.    Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 10.  Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution

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adopted by the Board. Unless otherwise prescribed by the Board, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and shall keep a written record of all actions taken by it.

SECTION 11.  Compensation.    The Board may determine, from time to time, by action taken by resolution duly adopted by the Board, the amount of compensation which shall be paid to its members. The Board shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. In addition, the Board shall also have power, in its discretion, to provide for and pay to directors rendering services to the Corporation not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

SECTION 12.  Rules.    The Board may adopt such special rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper, not inconsistent with law or these by-laws.

ARTICLE IV

NOTICES

SECTION 1.  Generally.    Except as otherwise provided by law, these by-laws or the Certificate of Incorporation, whenever by law or under the provisions of the Certificate of Incorporation or these by-laws notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telephone, telex, facsimile, electronic mail or similar medium of communication or as otherwise may be permitted by these by-laws.

SECTION 2.  Waivers.    Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE V

OFFICERS

SECTION 1.  Generally.    The officers of the Corporation shall be elected by the Board and shall consist of a President, a Vice President, Treasurer and a Secretary. The Board may also choose any or all of the following: one or more Vice Presidents (who may be given particular designations with respect to authority, function, or seniority), one or more Assistants to the President, one or more Assistant Treasurers and one or more Assistant Secretaries and such other officers as the Board may from time to time determine. Notwithstanding the foregoing, by specific action the Board may authorize the President to appoint any person to any office other than President, Secretary, or Treasurer. Any number of offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board may determine. In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board, the Board may delegate the absent or disabled officer’s powers or duties to any other officer or to any director.

SECTION 2.  Terms of Office.    Officers shall hold office until their successors are chosen and qualify.

SECTION 3.  Removal.    Any officer may be removed, either with or without cause, at any time, by the Board.

SECTION 4.  Resignations.    Any officer may resign at any time by giving written notice to the Board or to the Secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.  Vacancies.    If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

SECTION 7.  President.    The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board and of the stockholders. The President shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board, shall have general management and control of the affairs and business of the Corporation; the President shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board) and fix their compensation; and the President shall see that all orders and resolutions of the Board are carried into effect. The President, subject to the control of the Board, shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties as from time to time may be assigned to the President by the Board.

SECTION 8.  Vice Presidents.    Each Vice President of the Corporation, subject to control of the Board, shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation and shall have such powers and perform such

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duties as the President or the Board may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws.

SECTION 9.  Treasurer.    The Treasurer of the Corporation shall have charge and custody of and be responsible for all funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

SECTION 10.  Assistant Treasurers.    The Assistant Treasurers of the Corporation, if any, in order or their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

SECTION 11.  Secretary.    The Secretary of the Corporation shall keep the records of all meetings of the stockholders and the Board. The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of the proceedings in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and the Board, and shall perform such other duties as may be prescribed by the Board. He or she shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Corporation and of its other corporate records.

SECTION 12.  Assistant Secretary.    The Assistant Secretaries, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION 13.  Duties of Officers may be Delegated.    In case of the absence or disability of any officer of the Corporation, or for any other reason that the board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer as to any director.

SECTION 14.  Compensation.    The compensation of all officers and agents of the Corporation who are also directors of the Corporation will be fixed by the Board or by a committee of the Board. The Board may fix, or delegate the power to fix, the compensation of other officers and agents of the Corporation to an officer of the Corporation.

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ARTICLE VI

STOCK

SECTION 1.  Certificates.    Certificates representing shares of stock of the Corporation will be in such form as is determined by the Board, subject to applicable legal requirements. Each such certificate will be numbered and its issuance recorded in the books of the Corporation, and such certificate will exhibit the holder’s name and the number of shares and will be signed by, or in the name of, the Corporation by the President and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the facsimile signature of, a duly authorized officer or agent of any properly designated transfer agent of the Corporation. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved, or printed. Such certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be such officer at the time the certificates are issued and delivered. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

SECTION 2.  Lost, Stolen, or Destroyed Certificates.    The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen, or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the Secretary may require the owners of such lost, stolen, or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of the new certificate.

SECTION 3.  Record Dates.    (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which will not be more than 60 nor less than ten calendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the calendar day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the calendar day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders

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entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date will not be more than 60 calendar days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the calendar day on which the Board adopts the resolution relating thereto.

(c)  The Corporation will be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes, and will not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation has notice thereof, except as expressly provided by applicable law.

SECTION 4.  Facsimile Signatures.    Any or all of the signatures on a certificate evidencing shares of stock of the Corporation may be facsimiles.

SECTION 5.  Regulations.    The Board may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these Bylaws, concerning the issue, transfer and registration of certificates evidencing stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures (or a facsimile or facsimiles thereof) of any of them. The Board may at any time terminate the employment of any transfer agent or any registrar of transfers. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed or whose facsimile signature has been placed upon such certificate or certificates had not ceased to be such officer, transfer agent or registrar.

ARTICLE VII

INDEMNIFICATION

SECTION 1.  General.    The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

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civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.  Derivative Actions.    The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was an employee or an agent of the Corporation, or is or was serving at the request of the Corporation as an employee or an agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3.  Successful Defense.    To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

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SECTION 4.  Proceedings Initiated by any Person.    Notwithstanding anything to the contrary contained in Sections 1 or 2 of this Article VII, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized in advance, or consented to, by the Board.

SECTION 5.  Procedure.    Any indemnification under Sections 1 and 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

SECTION 6.  Advancement of Expenses.    Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article VII or as otherwise authorized by law. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

SECTION 7.  Rights Not Exclusive.    The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

SECTION 8.  Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

SECTION 9.  Definition of “Corporation”.    For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify

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its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

SECTION 10.  Certain Other Definitions.    For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”, as referred to in this Article VII.

SECTION 11.  Continuation of Rights.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 12.  Repeal or Modification.    Any repeal or modification of this Article VII by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to advancement of expenses that any person may have at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

SECTION 13.  Amendments to DGCL.    If the DGCL is amended hereafter to broaden the rights of those seeking indemnification or advancement of expenses, then such rights shall be extended to such persons to the fullest extent authorized by the DGCL, as so amended, without further action by either the Board or the stockholders of the Corporation.

ARTICLE VIII

MISCELLANEOUS

SECTION 1.  Execution of Documents.    Any officer, employee or agent of the Corporation designated by the Board (or any duly authorized committee of the Board to the extent permitted by law) shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and the Board (or such a committee) may authorize any such officer, employee or agent to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation.

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SECTION 2.  Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or any other officer of the Corporation to whom power in that respect shall have been delegated by the Board shall select.

SECTION 3.  Proxies in Respect of Stock or Other Securities of Other Corporations.    The Board or the President shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights that the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise such powers and rights.

SECTION 4.  Books and Records.    There shall be kept at such office of the Corporation as the Board shall determine, within or without the State of Delaware, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board may from time to time determine. Each director, each member of a committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 5.  Reliance Upon Books, Reports, and Records.    Each director, each member of a committee designated by the Board, and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person or entity as to matters the director, committee member, or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 6.  Time Periods.    In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

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SECTION 7.  Seal.    The Board may provide a corporate seal which shall bear the full name of the Corporation.

SECTION 8.  Fiscal Year.    The fiscal year of the Corporation will end on December 31st of each year or such other date as may be fixed from time to time by the Board.

ARTICLE IX

AMENDMENTS

SECTION 1.  Amendments.    These by-laws may be altered, amended or repealed, or new by-laws may be adopted, by the stockholders or by the Board of Directors.

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EX-3.30

Exhibit 3.30

AMENDED AND RESTATED

OPERATING AGREEMENT

OF JOHNSON DIVERSEY SUBSIDIARY #1 LLC

THE UNDERSIGNED is the sole Member of Johnson Diversey Subsidiary #1 LLC, a limited liability company (the “Company”) formed under the laws of the State of Delaware. The undersigned hereby adopts the following Amended and Restated Operating Agreement, amending and restating that certain Operating Agreement, dated as of April 25, 2002, signed by S.C. Johnson Commercial Markets, Inc. (now known as JohnsonDiversey, Inc.) (the “Agreement”), pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§18-l0l et seq. (the “Delaware Act”), and does hereby certify and agree as follows:

1.  Name.    The name of the Company shall be Johnson Diversey Subsidiary #1 LLC, or such other name as the Member may from time to time hereafter designate.

2.  Definitions; Rules of Construction.    In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Capital Contribution” means the amount of capital contributed by the Member to the Company in accordance with Section 8 hereof.

“Event of Withdrawal of the Member” means the death, retirement, resignation, expulsion, bankruptcy, or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member in the Company.

“Initial Member” means JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), a Delaware corporation.

“Interest ” means the ownership interest of the Member in the Company (which shall be considered personal property for all purposes), consisting of (i) such Member’s Percent­age Interest in profits, losses, allocations, and distributions, (ii) such Member’s right to vote or grant or withhold consents with respect to Company matters as provided herein or in the Delaware Act, and (iii) such Member’s other rights and privileges as herein provided.

“Member” means the Initial Member or any transferee or Pledgee (as defined herein) of the Interest by the Initial Member, as applicable.

“Percentage Interest ” means the Member’s share of the profits and losses of the Company and the Member’s percentage right to receive distributions of the Company’s assets. The Percentage Interest of the Member shall initially be the percentage set forth opposite such Member’s name on Schedule I hereto, as such Schedule shall be amended from time to time in accordance with the provisions hereof. The combined Percentage Interest of the Member shall at all times equal 100 percent.

Words used herein, regardless of the number and gender used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires, and, as used herein, unless the context clearly requires otherwise, the words “hereof,” “herein,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provisions hereof.

3.  Purpose.    The purpose of the Company shall be to engage in any lawful business that may be engaged in by a limited liability company organized under the Delaware Act, as such business activities may be determined by the Member from time to time.

4.  Offices.

(a)  The principal office of the Company, and such additional offices as the Member may determine to establish, shall be located at such place or places inside or outside the State of Delaware as the Member may designate from time to time.

(b)  The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware, New Castle County. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

5.  Member.    The name and business or residence address of the Member of the Company are as set forth on Schedule I attached hereto, as the same may be amended from time to time.

6.  Term.    The Company shall continue until dissolved and terminated in accordance with Section 14 of this Agreement.

7.  Management of the Company.

(a)  The Member shall have the right to manage the business of the Company, and shall have all powers and rights necessary, appropriate, or advisable to effectuate and carry out the purposes and business of the Company. The Member may appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Member may delegate to any such person (who may be designated an officer of the Company) or entity such authority to act on behalf of the Company as the Member may from time to time deem appropriate.

(b)  The Member may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of correction of, or certificates of amendment to, the Company’s certificate of formation, one or more restated certificates of formation and certificates of

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merger or consolidation and certificate of cancellation canceling the Company’s certificate of formation.

8.  Capital Contributions; Capital Accounts; Administrative Matters.

(a)  The Initial Member has contributed to the Company in cash the amount set forth on Schedule I hereto. The Initial Members shall have no obligation to make any further capital contributions to the Company.

(b)  A single, separate capital account shall be maintained for the Member. The Member’s capital account shall be credited with the amount of money and the fair market value of property (net of any liabilities secured by such contributed property that the Company assumes or takes subject to) contributed by the Member to the Company; the amount of any Company liabilities assumed by such Member (other than in connection with a distribution of Company property), and such Member’s distributive share of Company profits (including tax exempt income). The Member’s capital account shall be debited with the amount of money and the fair market value of property (net of any liabilities that such Member assumes or takes subject to) distributed to such Member; the amount of any liabilities of such Member assumed by the Company (other than in connection with a contribution); and such Member’s distributive share of Company losses (including items that may be neither deducted nor capitalized for federal income tax purposes).

(c)  Notwithstanding any provision of this Agreement to the contrary, the Member’s capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the regulations thereunder (the “Regulations”), including, without limitation, (i) the adjustments permitted or required by Internal Revenue Code Section 704(b) and, to the extent applicable, the principles expressed in Internal Revenue Code Section 704(c) and (ii) adjustments required to maintain capital accounts in accordance with the “substantial economic effect test” set forth in the Regulations under Internal Revenue Code Section 704(b).

(d)  The Company hereby designates S.C. Johnson Commercial Markets, Inc. as “Tax Matters Partner” for purposes of Internal Revenue Code Section 6231 and the Regulations promulgated thereunder. The Tax Matters Partner shall promptly advise each Member of any audit proceedings proposed to be conducted with respect to the Company.

(e)  It is the intention of the Member that the Company shall be taxed as a “partnership” for federal, state, local, and foreign income tax purposes. The Member agrees to take all reasonable actions, including the amendment of this Agreement and the execution of other documents, as may reasonably be required in order for the Company to qualify for and

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receive “partnership” treatment for federal, state, local, and foreign income tax purposes.

(f)  The fiscal year of the Company shall be a calendar year. The books and records of the Company shall be maintained in accordance with generally accepted accounting principles and Section 704(b) of the Internal Revenue Code and the Regulations.

9.  Assignments of Company Interest.    The Member may sell, assign, pledge, or otherwise transfer or encumber (collectively “transfer”) all or any part of its interest in the Company to another Person (the “Pledgee”). To the extent that the Member has pledged or otherwise encumbered the Interest of the Company to a Pledgee, upon the occurrence and during the continuance of an event of default under (x) the loan agreement relating to such pledge or encumbrance or (y) such other agreements pursuant to which such pledge was granted or such encumbrance was created, in each case the Pledgee shall be entitled to exercise all of the rights of the Member and shall be permitted to become a Member of the Company entitled to participate in the management thereof. Further, upon such event of default, the entire Interest of the Company shall transfer to the Pledgee and the Initial Member shall cease to be a Member.

10.  Additional Members.    Except as otherwise provided herein, the Member shall not have the right to admit additional Members other than Pledgees in accordance with Section 9 herein.

11.  Distributions.    Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Member may determine.

12.  Dissolution.    Subject to the provisions of Section 15 of this Agreement, the Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)  The determination of the Member to dissolve the Company; or

(b)  The occurrence of an Event of Withdrawal of the Member or any other event causing a dissolution of the Company under Section 18-801 of the Delaware Act.

13.  Limitation on Liability.    The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Member of the Company shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of being a Member.

14.  Standard of Care; Indemnification of Members, Officers, Employees, and Agents.

(a)  The Member shall not have any personal liability whatsoever to the Company on account of such Member’s status as a Member or by reason

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of such Member’s acts or omissions in connection with the conduct of the business of the Company; provided, however, that nothing contained herein shall protect the Member against any liability to the Company to which such Member would otherwise be subject by reason of (i) any act or omission of such Manager or officer that involves actual fraud or willful misconduct or (ii) any transaction from which such Member derived improper personal benefit.

(b)  The Company shall indemnify and hold harmless the Member, the affiliates of the Member and the officers of the Company (each an “Indemnified Person”) against any and all losses, claims, damages, expenses, and liabilities (including, but not limited to, any investigation, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any action, suits, proceeding, or claim) of any kind or nature whatsoever that such Indemnified Person may at any time become subject to or liable for by reason of the formation, operation, or termination of the Company, or the Indemnified Person’s acting as a Member under this Agreement, or the authorized actions of such Indemnified Person in connection with the conduct of the affairs of the Company (including, without limitation, indemnification against negligence, gross negligence, or breach of duty); provided, however, that no Indemnified Person shall be entitled to indemnification if and to the extent that the liability otherwise to be indemnified for results from (i) any act or omission of such Indemnified Person that involves actual fraud or willful misconduct or (ii) any transaction from which such Indemnified Person derived improper personal benefit. The indemnities provided hereunder shall survive termination of the Company and this Agreement. Each Indemnified Person shall have a claim against the property and assets of the Company for payment of any indemnity amounts from time to time due hereunder, which amounts shall be paid or properly reserved for prior to the making of distributions by the Company to the Member. Costs and expenses that are subject to indemnification hereunder shall, at the request of any Indemnified Person, be advanced by the Company to or on behalf of such Indemnified Person prior to final resolution of a matter, so long as such Indemnified Person shall have provided the Company with a written undertaking to reimburse the Company for all amounts so advanced if it is ultimately determined that the Indemnified Person is not entitled to indemnification hereunder.

(c)  The contract rights to indemnification and to the advancement of expenses conferred in this Section 17 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, or otherwise.

(d)  The Company may maintain insurance, at its expense, to protect itself, the Member and the officers, employees, agents of the Company, or another limited liability company, corporation, partnership, joint venture, trust, or

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other enterprise against any expense, liability, or loss, whether or not the Company would have the power to indemnify such person against such expense, liability, or loss under the Delaware Act.

(e)  The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 17 with respect to the indemnification and advancement of expenses of the Member of the Company.

15.  Amendments.    This Agreement may be amended at any time.

16.  Governing Law.    This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has caused one of its duly authorized officers to duly execute this Agreement as of June 13, 2002.

MEMBER
JOHNSONDIVERSEY, INC. (formerly known as S.C. Johnson Commercial Markets, Inc.)
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior Vice President and Chief Financial Officer

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SCHEDULE I

Name & Address	Capital Contribution		Percentage Interest
S.C. Johnson Commercial Markets, Inc.	$	1.00	100	%
8310 16th Street Sturtevant, WI 53177-0902

EX-3.31

Exhibit 3.31

BYLAWS

OF

JOHNSON POLYMER, INC.

(a Wisconsin corporation)

ARTICLE I

OFFICES

1.01.  Principal and Business Offices.    The corporation may have such principal and other business offices, either within or without the State of Wisconsin, as the Board of Directors may designate or as the business of the corporation may require from time to time.

1.02.  Registered Office.    The registered office of the corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II

SHAREHOLDERS

2.01.  Annual Meeting.    The annual meeting of the shareholders shall be held at such date and time as shall be fixed by resolution of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Wisconsin, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

2.02.  Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the Wisconsin Business Corporation Law, may be called by the Board of Directors or the Chairman. The Corporation shall call a special meeting of shareholders in the event that the holders of at least 10% of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the Corporation one or more written demands for the meeting describing one or more purposes for which it is to be held. The Corporation shall give notice of such a special meeting within thirty days after the date that the demand is delivered to the Corporation.

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2.03.  Place of Meeting.    The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any annual or special meeting of shareholders. If no designation is made, the place of meeting shall be the principal office of the Corporation. Any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.04.  Notice of Meeting.    Written notice stating the date, time, and place of any meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than sixty days before the date of the meeting (unless a different time is provided by the Wisconsin Business Corporation Law or the Articles of Incorporation), either personally or by mail, by or at the direction of the Chairman or the Secretary, to each shareholder of record entitled to vote at such meeting and to such other persons as required by the Wisconsin Business Corporation Law. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock record books of the Corporation, with postage thereon prepaid. If an annual or special meeting of shareholders is adjourned to a different date, time, or place, the Corporation shall not be required to give notice of the new date, time, or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new record date for an adjourned meeting is or must be fixed, the Corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new record date.

2.05.  Waiver of Notice.    A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the Wisconsin Business Corporation Law (except that the time and place of meeting need not be stated), and be delivered to the Corporation for inclusion in the corporate records. A shareholder’s attendance at a meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.06.  Fixing of Record Date.    The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders, shareholders entitled to demand a special meeting as contemplated by Section 2.02 hereof, shareholders entitled to take any other action, or shareholders for any other purpose. Such record date shall not be more than seventy days prior to the date on which the particular action requiring

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such determination of shareholders is to be taken. If no record date is fixed by the Board of Directors or by the Wisconsin Business Corporation Law for the determination of shareholders entitled to notice of and to vote at a meeting of shareholders, the record date shall be the close of business on the day before the first notice is given to shareholders. If no record date is fixed by the Board of Directors or by the Wisconsin Business Corporation Law for the determination of shareholders entitled to demand a special meeting as contemplated in Section 2.02 hereof, the record date shall be the date that the first shareholder signs the demand. Except as provided by the Wisconsin Business Corporation Law for a court-ordered adjournment, a determination of shareholders entitled to notice of and to vote at a meeting of shareholders is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the Corporation’s shares) or a share dividend is the date on which the Board of Directors authorized the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

2.07.  Shareholders’ List for Meetings.    After a record date for a special or annual meeting of shareholders has been fixed, the Corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the Wisconsin Business Corporation Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 2.07. The Corporation shall make the shareholders’ list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of any action taken at a meeting of shareholders.

2.08.  Quorum and Voting Requirements.    Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. If the Corporation has only one class of common stock outstanding, such class shall constitute a separate voting group for purposes of this Section 2.08. Except as otherwise provided in the Articles of Incorporation or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting

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business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or the Wisconsin Business Corporation Law requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present. Though less than a quorum of the outstanding votes of a voting group are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.09.  Conduct of Meeting.    The Chairman, and in his or her absence, the President or a Vice President, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the Corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

2.10.  Proxies.    At all meetings of shareholders, a shareholder may vote his or her shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes. An appointment is valid for eleven months from the date of its signing unless a different period is expressly provided in the appointment form.

2.11.  Voting of Shares.    Except as provided in the Articles of Incorporation or in the Wisconsin Business corporation Law, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a meeting of shareholders.

2.12.  Action Without Meeting.    Any action required or permitted by the Articles of Incorporation or these Bylaws or any provision of the Wisconsin Business Corporation Law to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if a written consent or consents, describing the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the Corporation for inclusion in the corporate records.

2.13.  Acceptance of Instruments Showing Shareholder Action.    If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a

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shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if any of the following apply:

(a)  The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

(b)  The name purports to be that of a personal representative, administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation is presented with respect to the vote, consent, waiver, or proxy appointment.

(c)  The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation is presented with respect to the vote, consent, waiver, or proxy appointment.

(d)  The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder is presented with respect to the vote, consent, waiver, or proxy appointment.

(e)  Two or more persons are the shareholders as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

The Corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the Corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

ARTICLE III

BOARD OF DIRECTORS

3.01.  General Powers and Number.    All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors. The number of directors of the Corporation shall initially be one (1) and thereafter such number as may be determined from time to time by the Board of Directors.

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3.02.  Tenure and Qualifications.    Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and, if necessary, qualified, or until there is a decrease in the number of directors which takes effect after the expiration of his or her term, or until his or her prior death, resignation or removal. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed from office with or without cause if the votes cast to remove the director exceeds the number of votes cast not to remove such director. A director may resign at any time by delivering written notice which complies with the Wisconsin Business Corporation Law to the Board of Directors, to the Chairman (in his or her capacity as chairperson of the Board of Directors) or to the Corporation. A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date. Directors need not be residents of the State of Wisconsin or shareholders of the Corporation.

3.03.  Regular Meetings.    A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of shareholders and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors shall provide, by resolution, the date, time and place, either within or without the State of Wisconsin, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

3.04.  Special Meetings.    Special meetings of the Board of Directors may be called by or at the request of the Chairman, Secretary or any two directors. The Chairman or Secretary may fix any place, either within or without the State of Wisconsin, as the place for holding any special meeting of the Board of Directors, and if no other place is fixed the place of the meeting shall be the principal business office of the Corporation in the State of Wisconsin.

3.05.  Notice; Waiver.    Notice of each special meeting of the Board of Directors shall be given by written notice delivered or communicated in person, by telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than forty-eight hours prior to the meeting. The notice need not prescribe the purpose of the special meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective

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when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the Corporation under the Articles of Incorporation or these Bylaws or any provision of the Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The Corporation shall retain any such waiver as part of the permanent corporate records. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.06.  Quorum.    Except as otherwise provided by the Wisconsin Business Corporation Law or by the Articles of Incorporation or these Bylaws, a majority of the number of directors specified in Section 3.01 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law or by the Articles of Incorporation or by these Bylaws, a quorum of any committee of the Board of Directors created pursuant to Section 3.12 hereof shall consist of a majority of the number of directors appointed to serve on the committee. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors or any committee thereof, as the case may be, from time to time without further notice.

3.07.  Manner of Acting.    The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the Wisconsin Business Corporation Law, the Articles of Incorporation or these Bylaws require the vote of a greater number of directors.

3.08.  Conduct of Meetings.    The Chairman, and in his or her absence, a Vice President in the order provided under Section 4.08, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors but in the absence of the Secretary, the presiding officer may appoint any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

3.09.  Vacancies.    Except as provided below, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by any of the following: (a) the shareholders; (b) the Board of Directors; or (c) if the directors remaining in office constitute fewer than a quorum of the Board of Directors, the directors, by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of

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that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date, because of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

3.10.  Compensation.    The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the Corporation.

3.11.  Presumption of Assent.    A director who is present and is announced as present at a meeting of the Board of Directors or any committee thereof created in accordance with Section 3.12 hereof, when corporate action is taken, assents to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice that complies with the Wisconsin Business Corporation Law of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken.

3.12.  Committees.    The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize distributions; (b) approve or propose to shareholders action that the Wisconsin Business Corporation Law requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee; (d) amend the Corporation’s Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve re-acquisition of shares, except according to a formula or method

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prescribed by the Board of Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.

3.13.  Telephonic Meetings.    To the extent provided herein and notwithstanding any place set forth in the notice of the meeting or these Bylaws, members of the Board of Directors (and any committees thereof created pursuant to section 3.12 hereof) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting.

3.14.  Action Without Meeting.    Any action required or permitted by the Wisconsin Business Corporation Law to be taken at a meeting of the Board of Directors or a committee thereof created pursuant to Section 3.12 hereof may be taken without a meeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member and retained by the Corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

ARTICLE IV

OFFICERS

4.01.  Number.    The principal officers of the Corporation shall be a Chairman, President, the number of Vice Presidents as authorized from time to time by the Board of Directors, a Secretary and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may also authorize any duly authorized officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person.

4.02.  Election and Term of Office.    The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, resignation or removal.

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4.03.  Removal.    The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these Bylaws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.

4.04.  Resignation.    An officer may resign at any time by delivering notice to the Corporation that complies with the Wisconsin Business Corporation Law. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the Corporation accepts the later effective date.

4.05.  Vacancies.    A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 4.04 hereof, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

4.06.  The Chairman of the Board and Chief Executive Officer.    The chairman of the board and chief executive officer shall be responsible for the continuing success of the Corporation; shall give overall direction and leadership to the business; and shall direct long-term planning to develop and implement broad corporate objectives. He shall also direct, administer and coordinate the business operations in accordance with the objectives, policies and plans approved by the board of directors. He may sign or authorize the signing of all legal documents and may otherwise bind the Corporation.

4.07.  The President and Chief Operating Officer.    The president and chief operating officer shall perform such duties and have such authority as are incident to his or her office or are from time to time may be delegated or assigned to him or her by the chief executive officer or by the board of directors.

4.08.  Vice-presidents.    Each vice-president shall perform such duties and have such authority as are incident to his or her office or are from time to time delegated or assigned to him or her by the chief executive officer or by the board of directors.

4.09.  The Secretary and Assistant Secretaries.    The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executive officer’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of

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directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretaries shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the chief executive officer or secretary may, from time to time, prescribe.

4.10.  The Treasurer and Assistant Treasurer.    The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all moneys and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; shall render to the chief executive officer and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; and shall have such powers and perform such duties as the board of directors, the chief executive officer or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer or treasurer may, from time to time, prescribe.

4.11.  Other Officers, Assistant Officers and Agents.    Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

4.12.  Absence or Disability of Officers.    In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01.  Contracts.    The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or

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confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02.  Loans.    No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03.  Checks, Drafts, etc.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

5.04.  Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.

5.05.  Voting of Securities Owned by this Corporation.    Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the President of this Corporation if he or she be present, or in his or her absence by any Vice President of this Corporation who may be present, and (b) whenever, in the judgment of the President, or in his or her absence, of any Vice President, it is desirable for this Corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such proxy or consent shall be executed in the name of this Corporation by the President or one of the Vice Presidents of this Corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal, if any, or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

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ARTICLE VI

CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.01.  Certificates for Shares.    Certificates representing shares of the Corporation shall be in such form, consistent with the Wisconsin Business Corporation Law, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.06.

6.02.  Facsimile Signatures.    The signature of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the Corporation itself or an employee of the Corporation.

6.03.  Signature by Former Officers.    The validity of a share certificate is not affected if a person who signed the certificate (either manually or in facsimile) no longer holds office when the certificate is issued.

6.04.  Transfer of Shares.    Prior to due presentment of a certificate for shares for registration of transfer the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has discharged any such duty. The Corporation may require reasonable assurance that such endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05.  Restrictions on Transfer.    The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation upon the transfer of such shares.

6.06.  Lost, Destroyed or Stolen Certificates.    Where the owner claims that certificates for shares have been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity bond if required by the Board of Directors

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or any principal officer, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

6.07.  Consideration for Shares.    The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and non-assessable. The Corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or otherwise for property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

6.08.  Stock Regulations.    The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with law as it may deem expedient concerning the issue, transfer and registration of shares of the Corporation.

ARTICLE VII

FISCAL YEAR

7.01.  Fiscal Year.    The fiscal year of the Corporation shall commence on the Saturday following the Friday nearest the last day of June and shall end on the Friday nearest the last day of June in each year.

ARTICLE VIII

SPECIAL PROVISIONS

8.01.  Restrictions on Board Action.    Neither the Board of Directors of the Corporation, nor any committee of the Board of Directors, shall take any of the following actions without the approval of the entire Board of Directors of the sole Shareholder or its designee:

(a)  subject to subparagraph (e) below, acquire, purchase, sell, divest, lease, transfer, license or assign: (i) any asset or stock, whether tangible or intangible, to or from any third party (other than sales or purchase of inventory in the ordinary course of business or disposal of obsolete or replaced machinery and equipment) if the transaction has a value greater than $5 million (as defined in the Major Expenditure Authorization manual); or (ii) any new business, business entity, line of business or brand if the transaction has a value greater then $2 million (acquisitions or

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extensions in current lines of business shall be governed by subparagraph 1(a)(i) above), or, (iii) regardless of amount, if the transaction is in a foreign country requiring governmental approval in order to consummate the transaction;

(b)  subject to the limits set forth in subparagraphs 1(a)(i), 1(a)(ii) and 1(a)(iii) above, approve a merger, joint venture or other business combination of the Corporation or any of its subsidiaries with a third party;

(c)  authorize the Corporation to issue, sell or otherwise dispose of any of its capital stock, or grant any options, warrants, or other rights to purchase or obtain (including capital stock to be acquired upon conversion, exchange, or exercise) any of its capital stock;

(d)  materially modify the scope of the business of the Corporation or enter into a business activity outside the scope of the currently existing business activities or geographic areas of the Corporation including, but not limited to, the elimination, establishment, purchase or sale of one or more product lines and/or businesses;

(e)  authorize the issuance of any note, bond or other debt security or incur, assume or guarantee any indebtedness for borrowed money or capitalized lease obligation or grant or incur any lien, encumbrance, mortgage, pledge or other security interest;

(f)  approve and recommend the annual budget of the Corporation, specifically including aggregate capital expenditures, cash flow projections (including payment of dividends), profit/loss projections and borrowing limits, and/or any deviations in excess of ten percent (10%) with respect to borrowing limits but no deviations with respect to dividends;

(g)  adopt or modify any significant accounting or tax policies of the Corporation which would be inconsistent with shareholder approved guidelines;

(h)  establish and capitalize any subsidiary of the Corporation which is reasonably expected to require capital or other funding in excess of $5 million;

(i)  grant approval authority to the Chairman of the Corporation in excess of $5 million or to any other officer of the Corporation in excess of $3 million; and

(j)  take action to voluntarily liquidate, dissolve or wind up the affairs or the corporation or voluntarily file or join in a bankruptcy petition or similar event.

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8.02.  Non-interference Policy.    Neither the Board of Directors of the Corporation, nor any committee thereof, shall have authority to approve, and the Corporation shall not enter into, any agreement or undertake any commitment or obligation which by its terms or in practice could reasonably be expected to (i) impose any obligation upon the sole Shareholder (including any affiliate of the sole Shareholder other than the Corporation and its Subsidiaries), or (ii) interfere with or adversely affect the conduct of business or the operations, assets or liabilities of the sole shareholder (including any affiliate of the Shareholder other than the Corporation and its subsidiaries), except in each case with the approval of the entire Board of Directors or the sole Shareholder, or such committee or officer of the sole Shareholder as is appointed for such purpose pursuant to resolution adopted by the entire Board of Directors of the sole shareholder, provided that such committee is comprised of a majority of directors who are not on the board of the corporation and that such officer is an officer of the sole shareholder and is not also an officer of the corporation. A good faith determination by the Board of Directors of the Corporation that any agreement, commitment or obligation of the Corporation is not subject to this Section 2 shall be binding and conclusive on any third party seeking to challenge the validity of such agreement, commitment or obligation.

8.03.  Amendments.    Sections 1, 2 and 3 of this Article VIII of these By-laws may be amended, altered or repealed only by the entire Board of Directors of the sole Shareholder (as defined below) and not by the Board of Directors of the Corporation. All other sections of the by-laws may be amended, altered or repealed by the Board of Directors of the Corporation without the approval of the entire Board of Directors of the sole Shareholder. In the event of any conflict with any other sections of the By-laws, Sections 1, 2 and 3 of this Article VIII shall control in all cases. As used in Sections 1, 2 and 3 of this Article VIII, approval of the “entire Board of Directors of the sole Shareholder” shall mean that approval was given at a duly called meeting of the Board of Directors of the sole Shareholder at which a quorum of Directors was present and a majority of Directors, who are not also Directors of the Corporation, voted approval.

ARTICLE IX

SEAL

9.01.  Corporate Seal.    The Board of Directors may provide a corporate seal in an appropriate form.

ARTICLE X

INDEMNIFICATION

10.01.  Provision of Indemnification.    The Corporation shall, to the fullest extent permitted or required by Sections 180.0850 to 180.0859, inclusive, of the Wisconsin Business Corporation Law, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to

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such amendment), indemnify its Directors and Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such Director of Officer is a Party because he or she is or was a Director or Officer of the Corporation. The Corporation shall also indemnify an employee who is not a Director or Officer, to the extent that the employee has been successful on the merits or otherwise in defense of a Proceeding, for all Expenses incurred in the Proceeding if the employee was a Party because he or she is or was an employee of the Corporation. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which a Director, Officer or employee may be entitled under any written agreement, Board resolution, vote of shareholders, the Wisconsin Business Corporation Law or otherwise. The Corporation may, but shall not be required to, supplement the foregoing rights to indemnification against Liabilities and advancement of Expenses under this Section 9.01 by the purchase of insurance on behalf of any one or more of such Directors, Officers or employees, whether or not the Corporation would be obligated to indemnify or advance Expenses to such Director, Officer or employee under this Section 9.01. All capitalized terms used in this Article IX and not otherwise defined herein shall have the meaning set forth in Section 180.0850 of the Wisconsin Business Corporation Law.

ARTICLE XI

AMENDMENTS

11.01.  By Shareholders.    These Bylaws may be amended or repealed and new Bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders at which a quorum is in attendance.

11.02.  By Directors.    Except as otherwise provided by the Wisconsin Business Corporation Law or the Articles of Incorporation, these Bylaws may also be amended or repealed and new Bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, however, that the shareholders in adopting, amending or repealing a particular Bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that Bylaw.

11.03.  Implied Amendments.    Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the Bylaws then in effect but which is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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EX-3.32

Exhibit 3.32

BYLAWS

OF

JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC.

ARTICLE I

OFFICES

SECTION 1.  Registered Office in Delaware.     The address of the registered office of Johnson Wax Diversey Shareholdings, Inc. (the “Corporation”) in the State of Delaware and the registered agent of the Corporation at such address, shall be as provided in the Certificate of Incorporation of the Corporation, as it may be amended or restated from time to time (the “Certificate of Incorporation”).

SECTION 2.  Other Offices.    The Corporation may have an office or offices at any other place or places within or without the State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  Annual Meeting.    The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting may be held at such place within or without the State of Delaware, and at such date and hour, as may be determined by the Board of Directors of the Corporation (the “Board”), or by the President or the Secretary in the absence of a designation by the Board, and set forth in the notice or in a duly executed waiver of notice thereof.

SECTION 2.  Special Meetings.    A special meeting of the stockholders for any purpose or purposes, unless otherwise prescribed by law or by Certificate of Incorporation, may be called at any time by the Board.

Section 3.   Meetings by Remote Communication.     The Board may, in its sole discretion, determine that any meeting of the stockholders shall not be held at any place, but may instead be held solely by means of remote communication, subject to such guidelines and procedures as the Board may adopt from time to time.

SECTION 4.  Notice of Meetings.     Notice of the time, place, if any, and purpose of every meeting of stockholders shall be delivered personally, by a form of electronic transmission consented to by the stockholder, or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote at such meeting, at such stockholder’s post office address appearing upon the records of the Corporation or at such other

address as shall be furnished in writing by him or her to the Corporation for such purpose. Such notice shall include the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. Such further notice shall be given as may be required by law or by these Bylaws (the “Bylaws”). Any meeting may be held without notice if all stockholders entitled to vote at such meeting are present in person, by proxy or by remote communication or if notice is waived in writing, either before or after the meeting, by those not present. Attendance of a person at any meeting of stockholders shall constitute a waiver of notice of the meeting except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

SECTION 5.   Waiver of Notice.    Notice of any annual or special meeting of stockholders need not be given to any stockholder entitled to vote at such meeting who files a written waiver of notice with the Secretary, duly executed by the person entitled to notice, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of stockholders need be specified in any written waiver of notice. Attendance of a stockholder at a meeting, in person, by proxy or by remote communication, shall constitute a waiver of notice of such meeting, except as provided by law.

SECTION 6.   Adjournments.     When a meeting is adjourned to another date, hour or place, notice need not be given of the adjourned meeting if the date, hour and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting.

When any meeting is convened, the presiding officer, if directed by the Board, may adjourn the meeting if (a) no quorum is present for the transaction of business, or (b) the Board determines that adjournment is necessary or appropriate to enable the stockholders (i) to consider fully information which the Board determines has not been made sufficiently or timely available to stockholders or (ii) otherwise to exercise effectively their voting rights.

SECTION 7.  Quorum.     A meeting of stockholders duly called shall not be organized for the transaction of business unless a quorum is present. The holders of record of at least a majority of the shares of the issued and outstanding stock entitled to vote at such meeting present in person, by proxy or by remote communication, shall, except as otherwise provided by law, the Certificate of Incorporation or by these Bylaws, constitute a quorum at all meetings of the stockholders; if there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time until a quorum shall have been obtained. Notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed

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for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 8.  Organization of Meetings.    Meetings of the stockholders shall be presided over by the President, if there be one, or if the President is not present by the Vice President, or if the Vice President is not present, by a chairman to be chosen at the meeting. The Secretary of the Corporation, or in the Secretary of the Corporation’s absence, an Assistant Secretary, shall act as Secretary of the meeting, if present.

SECTION 9.  Voting.    Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of capital stock entitled to vote thereat held by such stockholder. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, when a quorum is present with respect to any matter brought before any meeting of the stockholders, the affirmative vote of the holders of shares entitled to cast a majority of the votes entitled to be cast by all the holders of the shares constituting such quorum shall decide any such matter. Votes need not be by written ballot, unless the Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, requires any vote or votes cast at such meeting to be cast by written ballot.

SECTION 10.   Inspectors of Election.    The Board in advance of any meeting of stockholders may appoint one or more Inspectors of Election to act at the meeting or any adjournment thereof. If Inspectors of Election are not so appointed, the chairman of the meeting may, and on the request of any stockholder entitled to vote shall, appoint one or more Inspectors of Election. Each Inspector of Election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of Inspector of Election at such meeting with strict impartiality and according to the best of his or her ability. If appointed, Inspectors of Election shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law.

SECTION 11.   Proxies.     Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such proxy shall be filed with the secretary before such meeting of stockholders at such time as the board may require. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

SECTION 12.   Action by Consent.

(a)     Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation.

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(b)   A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.  General Powers.    The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation or by these Bylaws and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 2.  Number and Term of Directors Holding Office.    The Board shall consist of one or more members. The number of directors shall be fixed by resolution of the Board or by the stockholders at the annual meeting or a special meeting. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each director elected shall hold office until his successor is elected and qualified, except as required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

SECTION 3.  Resignation.    Any director may resign at any time by giving notice in writing or by electronic transmission to the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, then it shall take effect when

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accepted by action of the Board. Except as aforesaid, acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.  Vacancies and New Directorships.    Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

SECTION 5.  Meetings.    Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board.

SECTION 6.  Special Meetings.    Special meetings of the Board may be called on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telegram, and shall be called by the President or the Secretary.

SECTION 7.  Quorum.    At all meetings of the Board, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 8.  Written Action.    Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board or committee.

SECTION 9.  Participation in Meetings by Conference Telephone.     Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 10.  Committees.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board may confer. Each such committee shall serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution

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adopted by the Board. Unless otherwise prescribed by the Board, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Each committee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and shall keep a written record of all actions taken by it.

SECTION 11.  Compensation.    The Board may determine, from time to time, by action taken by resolution duly adopted by the Board, the amount of compensation which shall be paid to its members. The Board shall also have power, in its discretion, to allow a fixed sum and expenses for attendance at each regular or special meeting of the Board, or of any committee of the Board. In addition, the Board shall also have power, in its discretion, to provide for and pay to directors rendering services to the Corporation not ordinarily rendered by directors, as such, special compensation appropriate to the value of such services, as determined by the Board from time to time.

SECTION 12.  Rules.    The Board may adopt such special rules and regulations for the conduct of its meetings and the management of the affairs of the Corporation as it may deem proper, not inconsistent with law or these by-laws.

ARTICLE IV

NOTICES

SECTION 1.  Generally.    Except as otherwise provided by law, these by-laws or the Certificate of Incorporation, whenever by law or under the provisions of the Certificate of Incorporation or these by-laws notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, telephone, telex, facsimile, electronic mail or similar medium of communication or as otherwise may be permitted by these by-laws.

SECTION 2.  Waivers.    Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE V

OFFICERS

SECTION 1.  Generally.    The officers of the Corporation shall be elected by the Board and shall consist of a President, a Vice President, Treasurer and a Secretary. The Board may also choose any or all of the following: one or more Vice Presidents (who may be given particular designations with respect to authority, function, or seniority), one or more Assistants to the President, one or more Assistant Treasurers and one or more Assistant Secretaries and such other officers as the Board may from time to time determine. Notwithstanding the foregoing, by specific action the Board may authorize the President to appoint any person to any office other than President, Secretary, or Treasurer. Any number of offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board may determine. In the case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by a majority of the Board, the Board may delegate the absent or disabled officer’s powers or duties to any other officer or to any director.

SECTION 2.  Terms of Office.    Officers shall hold office until their successors are chosen and qualify.

SECTION 3.  Removal.    Any officer may be removed, either with or without cause, at any time, by the Board.

SECTION 4.  Resignations.    Any officer may resign at any time by giving written notice to the Board or to the Secretary. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.  Vacancies.    If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, the Board may choose a successor, who shall hold office for the unexpired term in respect of which such vacancy occurred.

SECTION 7.  President.     The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board and of the stockholders. The President shall exercise the powers and perform the duties usual to the chief executive officer and, subject to the control of the Board, shall have general management and control of the affairs and business of the Corporation; the President shall appoint and discharge employees and agents of the Corporation (other than officers elected by the Board) and fix their compensation; and the President shall see that all orders and resolutions of the Board are carried into effect. The President, subject to the control of the Board, shall have the power to execute bonds, mortgages and other contracts, agreements and instruments of the Corporation, and shall do and perform such other duties as from time to time may be assigned to the President by the Board.

SECTION 8.  Vice Presidents.     Each Vice President of the Corporation, subject to control of the Board, shall have the power to execute bonds, notes, mortgages and other contracts, agreements and instruments of the Corporation and shall have such powers and perform such

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duties as the President or the Board may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws.

SECTION 9.  Treasurer.    The Treasurer of the Corporation shall have charge and custody of and be responsible for all funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the directors whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

SECTION 10.   Assistant Treasurers.    The Assistant Treasurers of the Corporation, if any, in order or their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

SECTION 11.  Secretary.    The Secretary of the Corporation shall keep the records of all meetings of the stockholders and the Board. The Secretary shall attend all sessions of the Board and all meetings of the stockholders and record all votes and the minutes of the proceedings in a book kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and the Board, and shall perform such other duties as may be prescribed by the Board. He or she shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Corporation and of its other corporate records.

SECTION 12.  Assistant Secretary.    The Assistant Secretaries, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION 13.   Duties of Officers may be Delegated.    In case of the absence or disability of any officer of the Corporation, or for any other reason that the board may deem sufficient, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer as to any director.

SECTION 14.  Compensation.    The compensation of all officers and agents of the Corporation who are also directors of the Corporation will be fixed by the Board or by a committee of the Board. The Board may fix, or delegate the power to fix, the compensation of other officers and agents of the Corporation to an officer of the Corporation.

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ARTICLE VI

STOCK

SECTION 1.  Certificates.    Certificates representing shares of stock of the Corporation will be in such form as is determined by the Board, subject to applicable legal requirements. Each such certificate will be numbered and its issuance recorded in the books of the Corporation, and such certificate will exhibit the holder’s name and the number of shares and will be signed by, or in the name of, the Corporation by the President and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the facsimile signature of, a duly authorized officer or agent of any properly designated transfer agent of the Corporation. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved, or printed. Such certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be such officer at the time the certificates are issued and delivered. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation.

SECTION 2.  Lost, Stolen, or Destroyed Certificates.    The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen, or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the Secretary may require the owners of such lost, stolen, or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of the new certificate.

SECTION 3.  Record Dates.    (a)  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which will not be more than 60 nor less than ten calendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the calendar day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the calendar day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b)   In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders

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entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date will not be more than 60 calendar days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the calendar day on which the Board adopts the resolution relating thereto.

(c)   The Corporation will be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes, and will not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation has notice thereof, except as expressly provided by applicable law.

SECTION 4.  Facsimile Signatures.    Any or all of the signatures on a certificate evidencing shares of stock of the Corporation may be facsimiles.

SECTION 5.   Regulations.    The Board may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these Bylaws, concerning the issue, transfer and registration of certificates evidencing stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures (or a facsimile or facsimiles thereof) of any of them. The Board may at any time terminate the employment of any transfer agent or any registrar of transfers. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer, transfer agent or registrar, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed or whose facsimile signature has been placed upon such certificate or certificates had not ceased to be such officer, transfer agent or registrar.

ARTICLE VII

INDEMNIFICATION

SECTION 1.  General.     The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether

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civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.  Derivative Actions.    The Corporation (i) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or an officer of the Corporation, or is or was serving at the request of the Corporation as a director or an officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (ii) may indemnify, if the Board determines such indemnification is appropriate, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was an employee or an agent of the Corporation, or is or was serving at the request of the Corporation as an employee or an agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent authorized or permitted by law, as now or hereafter in effect, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

SECTION 3.  Successful Defense.    To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

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SECTION 4.  Proceedings Initiated by any Person.    Notwithstanding anything to the contrary contained in Sections 1 or 2 of this Article VII, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any person in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized in advance, or consented to, by the Board.

SECTION 5.  Procedure.    Any indemnification under Sections 1 and 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VII. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

SECTION 6.  Advancement of Expenses.    Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article VII or as otherwise authorized by law. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

SECTION 7.  Rights Not Exclusive.    The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

SECTION 8.  Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

SECTION 9.  Definition of “Corporation”.    For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify

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its directors, officers, employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

SECTION 10.  Certain Other Definitions.    For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”, as referred to in this Article VII.

SECTION 11.  Continuation of Rights.    The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 12.  Repeal or Modification.    Any repeal or modification of this Article VII by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to advancement of expenses that any person may have at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

SECTION 13.  Amendments to DGCL.    If the DGCL is amended hereafter to broaden the rights of those seeking indemnification or advancement of expenses, then such rights shall be extended to such persons to the fullest extent authorized by the DGCL, as so amended, without further action by either the Board or the stockholders of the Corporation.

ARTICLE VIII

MISCELLANEOUS

SECTION 1.  Execution of Documents.    Any officer, employee or agent of the Corporation designated by the Board (or any duly authorized committee of the Board to the extent permitted by law) shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and the Board (or such a committee) may authorize any such officer, employee or agent to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation.

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SECTION 2.    Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or any other officer of the Corporation to whom power in that respect shall have been delegated by the Board shall select.

SECTION 3.  Proxies in Respect of Stock or Other Securities of Other Corporations.    The Board or the President shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights that the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise such powers and rights.

SECTION 4.  Books and Records.    There shall be kept at such office of the Corporation as the Board shall determine, within or without the State of Delaware, correct books and records of account of all its business and transactions, minutes of the proceedings of its stockholders, Board and committees, and the stock book, containing the names and addresses of the stockholders, the number of shares held by them, respectively, and the dates when they respectively became the owners of record thereof, and in which the transfer of stock shall be registered, and such other books and records as the Board may from time to time determine. Each director, each member of a committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the director, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 5.  Reliance Upon Books, Reports, and Records.    Each director, each member of a committee designated by the Board, and each officer of the Corporation will, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person or entity as to matters the director, committee member, or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

SECTION 6.  Time Periods.    In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

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SECTION 7.  Seal.    The Board may provide a corporate seal which shall bear the full name of the Corporation.

SECTION 8.  Fiscal Year.    The fiscal year of the Corporation will end on December 31st of each year or such other date as may be fixed from time to time by the Board.

ARTICLE IX

AMENDMENTS

SECTION 1.  Amendments.    These by-laws may be altered, amended or repealed, or new by-laws may be adopted, by the stockholders or by the Board of Directors.

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EX-3.33

Exhibit 3.33

BYLAWS

OF

JWP INVESTMENTS, INC.

(a Nevada corporation)

ARTICLE I

OFFICES

1.01.  Principal and Business Offices.    The corporation may have such principal and other business offices, either within or without the State of Nevada, as the Board of Directors may designate or as the business of the corporation may require from time to time.

1.02.  Registered Office.    The registered office of the corporation required by the General Corporation Law of the State of Nevada to be maintained in the State of Nevada may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered agent of the corporation shall be identical to such registered office.

ARTICLE II

SHAREHOLDERS

2.01.  Annual Meeting.    The annual meeting of the shareholders shall be held at such date and time as shall be fixed by resolution of the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein, or fixed as herein provided, for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be.

2.02.  Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by the General Corporation Law of the State of Nevada, may be called by the Board of Directors or the President. The Corporation shall call a special meeting of shareholders in the event that the holders of at least 10% of all of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the Corporation one or more written demands for the meeting describing one or more purposes for which it is to be held. The Corporation shall give notice of such a special meeting within thirty days after the date that the demand is delivered to the Corporation.

2.03.  Place of Meeting.    The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual or special meeting of shareholders. If no designation is made, the place of meeting shall be the principal office of the Corporation. Any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.04.  Notice of Meeting.    Written notice stating the date, time, and place of any meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than sixty days before the date of the meeting (unless a different time is provided by the General Corporation Law of the State of Nevada or the Articles of Incorporation), either personally or by mail, by or at the direction of the President or the Secretary, to each shareholder of record entitled to vote at such meeting and to such other persons as required by the General Corporation Law of the State of Nevada. If mailed, such notice shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock record books of the Corporation, with postage thereon prepaid. If an annual or special meeting of shareholders is adjourned to a different date, time, or place, the Corporation shall not be required to give notice of the new date, time, or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new record date for an adjourned meeting is or must be fixed, the Corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new record date.

2.05.  Waiver of Notice.    A shareholder may waive any notice required by the General Corporation Law of the State of Nevada, the Articles of Incorporation, or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the General Corporation Law of the State of Nevada (except that the time and place of meeting need not be stated), and be delivered to the Corporation for inclusion in the corporate records. A shareholder’s attendance at a meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.06.  Fixing of Record Date.    The Board of Directors may fix in advance a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders, shareholders entitled to demand a special meeting as contemplated by Section 2.02 hereof, shareholders entitled to take any other action, or shareholders for any other purpose. Such record date shall not be more than seventy days prior to the date on which the particular action requiring.

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such determination of shareholders is to be taken. If no record date is fixed by the Board of Directors or by the General Corporation Law of the State of Nevada for the determination of shareholders entitled to notice of and to vote at a meeting of shareholders, the record date shall be the close of business on the day before the first notice is given to shareholders. If no record date is fixed by the Board of Directors or by the General Corporation Law of the State of Nevada for the determination of shareholders entitled to demand a special meeting as contemplated in Section 2.02 hereof, the record date shall be the date that the first shareholder signs the demand. Except as provided by the General Corporation Law of the State of Nevada for a court-ordered adjournment, a determination of shareholders entitled to notice of and to vote at a meeting of shareholders is effective for any adjournment of such meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the Corporation’s shares) or a share dividend is the date on which the Board of Directors authorized the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

2.07.  Shareholders’ List for Meetings.    After a record date for a special or annual meeting of shareholders has been fixed, the Corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of and number of shares held by each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the Corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent may, on written demand, inspect and, subject to the limitations imposed by the General Corporation Law of the State of Nevada, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 2.07. The Corporation shall make the shareholders’ list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders’ list shall not affect the validity of any action taken at a meeting of shareholders.

2.08.  Quorum and Voting Requirements.    Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. If the Corporation has only one class of common stock outstanding, such class shall constitute a separate voting group for purposes of this Section 2.08. Except as otherwise provided in the Articles of Incorporation or the General Corporation Law of the State of Nevada, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any

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purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation or the General Corporation Law of the State of Nevada requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting at which a quorum is present. Though less than a quorum of the outstanding votes of a voting group are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.09.  Conduct of Meeting.    The President, and in his or her absence, a Vice President in the order provided under Section 4.08 hereof, and in their absence, any person chosen by the shareholders present shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the Secretary of the Corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

2.10.  Proxies.    At all meetings of shareholders, a shareholder may vote his or her shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. An appointment of a proxy is effective when received by the Secretary or other officer or agent of the Corporation authorized to tabulate votes. An appointment is valid for eleven months from the date of its signing unless a different period is expressly provided in the appointment form.

2.11.  Voting of Shares.    Except as provided in the Articles of Incorporation or in the General Corporation Law of the State of Nevada, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a meeting of shareholders.

2.12.  Action Without Meeting.    Any action required or permitted by the Articles of Incorporation or these Bylaws or any provision of the General Corporation Law of the State of Nevada to be taken at a meeting of the shareholders may be taken without a meeting and without action by the Board of Directors if a written consent or consents, describing the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof and delivered to the Corporation for inclusion in the corporate records.

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2.13.  Acceptance of Instruments Showing Shareholder Action.    If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if any of the following apply:

(a)  The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

(b)  The name purports to be that of a personal representative, administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation is presented with respect to the vote, consent, waiver, or proxy appointment.

(c)  The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation is presented with respect to the vote, consent, waiver, or proxy appointment.

(d)  The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder is presented with respect to the vote, consent, waiver, or proxy appointment.

(e)  Two or more persons are the shareholders as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

The Corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the Corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

ARTICLE III

BOARD OF DIRECTORS

3.01.  General Powers and Number.    All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors. The number of directors of the

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Corporation shall initially be one (1) and thereafter such number as may be determined from time to time by the Board of Directors.

3.02.  Tenure and Qualifications.    Each director shall hold office until the next annual meeting of shareholders and until his or her successor shall have been elected and, if necessary, qualified, or until there is a decrease in the number of directors which takes effect after the expiration of his or her term, or until his or her prior death, resignation or removal. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed from office with or without cause if the votes cast to remove the director exceeds the number of votes cast not to remove such director. A director may resign at any time by delivering written notice which complies with the General Corporation Law of the State of Nevada to the Board of Directors, to the President (in his or her capacity as chairperson of the Board of Directors) or to the Corporation. A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

3.03.  Regular Meetings.    A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after the annual meeting of shareholders and each adjourned session thereof. The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders. The Board of Directors shall provide, by resolution, the date, time and place, either within or without the State of Nevada, for the holding of additional regular meetings of the Board of Directors without other notice than such resolution.

3.04.  Special Meetings.    Special meetings of the Board of Directors may be called by or at the request of the President, Secretary or any two directors. The President or Secretary may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors, and if no other place is fixed the place of the meeting shall be the principal business office of the Corporation in the State of Nevada.

3.05.  Notice; Waiver.    Notice of each special meeting of the Board of Directors shall be given by written notice delivered or communicated in person, by telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than forty-eight hours prior to the meeting. The notice need not prescribe the purpose of the special meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with

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postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the Corporation under the Articles of Incorporation or these Bylaws or any provision of the General Corporation Law of the State of Nevada, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The Corporation shall retain any such waiver as part of the permanent corporate records. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.06.  Quorum.    Except as otherwise provided by the General Corporation Law of the State of Nevada or by the Articles of Incorporation or these Bylaws, a majority of the number of directors specified in Section 3.01 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided by the General Corporation Law of the State of Nevada or by the Articles of Incorporation or by these Bylaws, a quorum of any committee of the Board of Directors created pursuant to Section 3.12 hereof shall consist of a majority of the number of directors appointed to serve on the committee. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors or any committee thereof, as the case may be, from time to time without further notice.

3.07.  Manner of Acting.    The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the General Corporation Law of the State of Nevada, the Articles of Incorporation or these Bylaws require the vote of a greater number of directors.

3.08.  Conduct of Meetings.    The President, and in his or her absence, a Vice President in the order provided under Section 4.08, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors but in the absence of the Secretary, the presiding officer may appoint any other person present to act as secretary of the meeting. Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

3.09.  Vacancies.    Except as provided below, any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by any of the following: (a) the shareholders; (b) the Board of Directors; or (c) if the directors remaining in office constitute fewer than

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a quorum of the Board of Directors, the directors, by the affirmative vote of a majority of all directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors. A vacancy that will occur at a specific later date, because of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

3.10.  Compensation.    The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the Corporation.

3.11.  Presumption of Assent.    A director who is present and is announced as present at a meeting of the Board of Directors or any committee thereof created in accordance with Section 3.12 hereof, when corporate action is taken, assents to the action taken unless any of the following occurs: (a) the director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice that complies with the General Corporation Law of the State of Nevada of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken.

3.12.  Committees.    The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees and designate other members of the Board of Directors to serve as alternates. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following: (a) authorize distributions; (b) approve or propose to shareholders action that the General Corporation Law of the State of Nevada requires to be approved by shareholders; (c) fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board

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committee; (d) amend the Corporation’s Articles of Incorporation; (e) adopt, amend or repeal Bylaws; (f) approve a plan of merger not requiring shareholder approval; (g) authorize or approve re-acquisition of shares, except according to a formula or method prescribed by the Board of Directors; and (h) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of its authority.

3.13.  Telephonic Meetings.    To the extent provided herein and notwithstanding any place set forth in the notice of the meeting or these Bylaws, members of the Board of Directors (and any committees thereof created pursuant to section 3.12 hereof) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting.

3.14.  Action Without Meeting.    Any action required or permitted by the General Corporation Law of the State of Nevada to be taken at a meeting of the Board of Directors or a committee thereof created pursuant to Section 3.12 hereof may be taken without a meeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member and retained by the Corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

ARTICLE IV

OFFICERS

4.01.  Number.    The principal officers of the Corporation shall be a President, the number of Vice Presidents as authorized from time to time by the Board of Directors, a Secretary and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Board of Directors may also authorize any duly authorized officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person.

4.02.  Election and Term of Office.    The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the

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shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, resignation or removal.

4.03.  Removal.    The Board of Directors may remove any officer and, unless restricted by the Board of Directors or these Bylaws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.

4.04.  Resignation.    An officer may resign at any time by delivering notice to the Corporation that complies with the General Corporation Law of the State of Nevada. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the Corporation accepts the later effective date.

4.05.  Vacancies.    A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 4.04 hereof, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

4.06.  President.    The President shall be the principal executive officer of the Corporation and, subject to the direction of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the shareholders and of the Board of Directors. He or she shall have authority, subject to such rules as may be prescribed by the Board of Directors, to appoint such agents and employees of the Corporation as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation’s regular business, or which shall be authorized by resolution of the Board of Directors; and, except as otherwise provided by law or the Board of Directors, he or she may authorize any Vice President or other officer or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

4.07.  The Vice Presidents.    In the absence of the President or in the event of the President’s death, inability or refusal to act, or in the event for any reason it shall

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be impracticable for the President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Board of Directors. The execution of any instrument of the Corporation by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President.

4.08.  The Secretary.    The Secretary, if elected, shall: (a) keep minutes of the meetings of the shareholders and of the Board of Directors (and of committees thereof) in one or more books provided for that purpose (including records of actions taken by the shareholders or the Board of Directors (or committees thereof) without a meeting); (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by the General Corporation Law of the State of Nevada; (c) be custodian of the corporate records; (d) maintain a record of the shareholders of the Corporation, in a form that permits preparation of a list of the names and addresses of all shareholders, by class or series of shares and showing the number and class or series of shares held by each shareholder; (e) sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Board of Directors.

4.09.  The Treasurer.    The Treasurer, if elected, shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) maintain appropriate accounting records; (c) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Section 5.04; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

4.10.  Assistant Secretaries and Assistant Treasurers.    There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of Directors may from time to time authorize. The Assistant Secretaries may sign with the President or a Vice President certificates for shares of the Corporation the issuance of which

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shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.

4.11.  Other Assistants and Acting Officers.    The Board of Directors shall have the power to appoint, or to authorize any duly appointed officer of the Corporation to appoint, any person to act as assistant to any officer, or as agent for the Corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors or the appointing officer.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.01.  Contracts.    The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances. In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the President or one of the Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an Assistant Secretary, when necessary or required, shall affix the corporate seal, if any, thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.02.  Loans.    No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

5.03.  Checks, Drafts, etc.    All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

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5.04.  Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.

5.05.  Voting of Securities Owned by this Corporation.    Subject always to the specific directions of the Board of Directors, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the President of this Corporation if he or she be present, or in his or her absence by any Vice President of this Corporation who may be present, and (b) whenever, in the judgment of the President, or in his or her absence, of any Vice President, it is desirable for this Corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such proxy or consent shall be executed in the name of this Corporation by the President or one of the Vice Presidents of this Corporation, without necessity of any authorization by the Board of Directors, affixation of corporate seal, if any, or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

ARTICLE VI

CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.01.  Certificates for Shares.    Certificates representing shares of the Corporation shall be in such form, consistent with the General Corporation Law of the State of Nevada, as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except as provided in Section 6.06.

6.02.  Facsimile Signatures.    The signature of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or a registrar, other than the Corporation itself or an employee of the Corporation.

6.03.  Signature by Former Officers.    The validity of a share certificate is not affected if a person who signed the certificate (either manually or in facsimile) no longer holds office when the certificate is issued.

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6.04.  Transfer of Shares.    Prior to due presentment of a certificate for shares for registration of transfer the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to have and exercise all the rights and power of an owner. Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if (a) there were on or with the certificate the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has discharged any such duty. The Corporation may require reasonable assurance that such endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.05.  Restrictions on Transfer.    The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation upon the transfer of such shares.

6.06.  Lost, Destroyed or Stolen Certificates.    Where the owner claims that certificates for shares have been lost, destroyed or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser, (b) files with the Corporation a sufficient indemnity bond if required by the Board of Directors or any principal officer, and (c) satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

6.07.  Consideration for Shares.    The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and non-assessable. The Corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or otherwise for property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

6.08.  Stock Regulations.    The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with law as it may

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deem expedient concerning the issue, transfer and registration of shares of the Corporation.

ARTICLE VII

FISCAL YEAR

7.01.  Fiscal Year.    The fiscal year of the Corporation shall end on the Friday nearest June 30 in each year.

ARTICLE VIII

SEAL

8.01.  Corporate Seal.    The Board of Directors may provide a corporate seal in an appropriate form.

ARTICLE IX

INDEMNIFICATION

9.01.  Provision of Indemnification.    The Corporation shall, to the fullest extent permitted or required by Section 145 of the General Corporation Law of the State of Nevada, including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such Director of Officer is a Party because he or she is or was a Director or Officer of the Corporation. The Corporation shall also indemnify an employee who is not a Director or Officer, to the extent that the employee has been successful on the merits or otherwise in defense of a Proceeding, for all Expenses incurred in the Proceeding if the employee was a Party because he or she is or was an employee of the Corporation. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which a Director, Officer or employee may be entitled under any written agreement, Board resolution, vote of shareholders, the General Corporation Law of the State of Nevada or otherwise. The Corporation may, but shall not be required to, supplement the foregoing rights to indemnification against Liabilities and advancement of Expenses under this Section 9.01 by the purchase of insurance on behalf of any one or more of such Directors, Officers or employees, whether or not the Corporation would be obligated to indemnify or advance Expenses to such Director, Officer or employee under this Section 9.01. All capitalized terms used in this Article IX and not otherwise defined herein shall have the meaning set forth in Section 180.0850 of the General Corporation Law of the State of Nevada.

ARTICLE X

AMENDMENTS

10.01.  By Shareholders.    These Bylaws may be amended or repealed and new Bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders at which a quorum is in attendance.

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10.02.  By Directors.    Except as otherwise provided by the General Corporation Law of the State of Nevada or the Articles of Incorporation, these Bylaws may also be amended or repealed and new Bylaws may be adopted by the Board of Directors by affirmative vote of a majority of the number of directors present at any meeting at which a quorum is in attendance; provided, however, that the shareholders in adopting, amending or repealing a particular Bylaw may provide therein that the Board of Directors may not amend, repeal or readopt that Bylaw.

10.03.  Implied Amendments.    Any action taken or authorized by the shareholders or by the Board of Directors which would be inconsistent with the Bylaws then in effect but which is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

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EX-3.34

Exhibit 3.34

BYLAWS

OF

PRISM SANITATION MANAGEMENT, LLC

(a Delaware limited liability company)

ARTICLE I

OFFICERS

1.01.    Number.  The principal officers of the Company shall be a President, the number of Vice Presidents as authorized from time to time by the Members, a Secretary, a Treasurer and a Controller. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Members. The Members may also authorize any duly authorized officer to appoint one or more officers or assistant officers. Any two or more offices may be held by the same person.

1.02.    Election and Term of Office.  The officers of the Company to be elected by the Members shall be elected annually by the Members at the first meeting of the Members held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. Each officer shall hold office until his or her successor shall have been duly elected or until his or her prior death, resignation or removal.

1.03.    Removal.  The Members may remove any officer and, unless restricted by the Members or these Bylaws, an officer may remove any officer or assistant officer appointed by that officer, at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.

1.04.    Resignation.  An officer may resign at any time by delivering notice to the Company. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date and the Company accepts the later effective date.

1.05.    Vacancies.  A vacancy in any principal office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Members for the unexpired portion of the term.

1.06.    President.  The President shall be the principal executive officer of the Company and, subject to the direction of the Members, shall in general supervise and control all of the business and affairs of the Company. The President shall, when present, preside at all meetings of the Members. He or she shall have authority, subject to such rules as may be prescribed by the Members, to appoint such agents and employees of the Company as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the

Company, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Company’s regular business, or which shall be authorized by resolution of the Members; and, except as otherwise provided by law or the Members, he or she may authorize any Vice President or other officer or agent of the Company to sign, execute and acknowledge such documents or instruments in his or her place and stead. In general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Members from time to time.

1.07.    The Vice Presidents. In the absence of the President or in the event of the President’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Members, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or by the Members. The execution of any instrument of the Company by any Vice President shall be conclusive evidence, as to third parties, of his or her authority to act in the stead of the President.

1.08.    The Secretary. The Secretary, if elected, shall: (a) keep minutes of the meetings of the Members (and of committees thereof) in one or more books provided for that purpose (including records of actions taken by the Members (or committees thereof) without a meeting); (b) see that all notices are duly given in accordance with the provisions of these Bylaws; (c) be custodian of the company records; (d) maintain a record of the Members of the Company, in a form that permits preparation of a list of the names and addresses of all Members; (e) have general charge of the ownership transfer books of the Company; and (f) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned by the President or by the Members.

1.09.    The Treasurer. The Treasurer, if elected, shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; (b) maintain appropriate accounting records; (c) receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies or other depositories as shall be selected; and (d) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Members. If required by the Members, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Members shall determine.

1.10.    The Controller. In addition to the Treasurer, the Controller, if elected, shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; (b) maintain appropriate accounting records; (c) receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies or other depositories as shall be selected; and (d) in general perform all of the duties incident to the office of Controller and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Members. If required by the Members, the Controller shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Members shall determine.

1.11.    Assistant Secretaries, Assistant Treasurers and Assistant Controllers. There shall be such number of Assistant Secretaries, Assistant Treasurers and Assistant Controllers as the Members may from time to time authorize. The Assistant Treasurers and Assistant Controllers shall respectively, if required by the Members, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Members shall determine. The Assistant Secretaries, Assistant Controllers and Assistant Treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Members.

1.12.    Other Assistants and Acting Officers. The Members shall have the power to appoint, or to authorize any duly appointed officer of the Company to appoint, any person to act as assistant to any officer, or as agent for the Company in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Members or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Members or the appointing officer.

ARTICLE II

  FISCAL YEAR

2.01.    Fiscal Year. The fiscal year of the Company shall end on the Friday nearest June 30 in each year

ARTICLE III

INDEMNIFICATION

3.01.    Provision of Indemnification. The Company shall, to the fullest extent permitted indemnify its Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such

Officer is a Party because he or she is or was an Officer of the Company. The Company shall also indemnify an employee who is not an Officer, to the extent that the employee has been successful on the merits or otherwise in defense of a Proceeding, for all Expenses incurred in the Proceeding if the employee was a Party because he or she is or was an employee of the Company. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which an Officer or employee may be entitled under any written agreement, Member resolution, the Law of the State of Delaware or otherwise. The Company may, but shall not be required to, supplement the foregoing rights to indemnification against Liabilities and advancement of Expenses under this Section 3.01 by the purchase of insurance on behalf of any one or more of such Officers or employees, whether or not the Company would be obligated to indemnify or advance Expenses to such Officer or employee under this Section 3.01.

ARTICLE IV

AMENDMENTS

4.01.    By Members.    Except as otherwise provided by the Law of the State of Delaware, these Bylaws may also be amended or repealed and new Bylaws may be adopted by the Members; provided, however, that the Members in adopting, amending or repealing a particular Bylaw may provide therein that the Members may not amend, repeal or readopt that Bylaw.

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EX-3.35

Exhibit 3.35

BY-LAWS

OF

PROFESSIONAL SHAREHOLDINGS, INC.

A Delaware Corporation

ARTICLE I

OFFICES

SECTION 1.    Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19805, in the County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

SECTION 2.    Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.    Place and Time of Meetings. An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

SECTION 2.    Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

SECTION 3.    Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

SECTION 4.    Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawful.

SECTION 5.    Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 6.    Quorum. Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

SECTION 7.    Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 8.    Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares

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of such class present in person or represented by proxy at the meeting shall be the act of such class.

SECTION 9.    Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

SECTION 10.    Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

SECTION 11.    Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

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ARTICLE III

DIRECTORS

SECTION 1.    General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

SECTION 2.    Number, Election and Term of Office. The number of directors which shall constitute the first board shall be one. Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 3.    Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

SECTION 4.    Vacancies. Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

SECTION 5.    Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

SECTION 6.    Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or vice president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

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SECTION 7.    Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 8.    Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

SECTION 9.    Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member's alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

SECTION 10.    Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

SECTION 11.    Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

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SECTION 12.     Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1.    Number. The officers of the corporation shall be elected by the board of directors and shall consist of a chairman, if any is elected, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

SECTION 2.    Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 3.    Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4.     Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

SECTION 5.    Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

SECTION 6.    The Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. He shall advise the president, and in the president’s absence, other officer of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

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SECTION 7.    The President. The president shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the president shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

SECTION 8.    Vice-presidents. The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

SECTION 9.    The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence of disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

SECTION 10.    The Treasurer and Assistant Treasurer. The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all moneys and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by

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the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

SECTION 11.    Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

SECTION 12.    Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer's place during such officer's absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

SECTION 1.    Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the

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corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 2.    Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 3.    Nonexclusivity of Article V. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 4.    Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or

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not the corporation would have the power to indemnify such person against such liability under this Article V.

SECTION 5.    Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

SECTION 6.    Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

SECTION 7.    Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

SECTION 8.    Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

SECTION 1.    Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any

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such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

SECTION 2.    Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 3.    Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

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SECTION 4.    Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

SECTION 5.    Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

SECTION 6.    Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

SECTION 1.    Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before

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payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 2.    Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

SECTION 3.    Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 4.    Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

SECTION 5.    Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SECTION 6.    Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.    Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

SECTION 8.    Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or

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extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder.

In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

SECTION 9.    Section Headings. Section headings in these by-laws are for the convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

SECTION 10.    Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.36

Exhibit 3.36

BYLAWS

OF

S. C. JOHNSON PROFESSIONAL HOLDINGS, INC.

A Wisconsin Corporation

(NOW KNOWN AS U S CHEMICAL CORPORATION)

ARTICLE I

OFFICES

SECTION 1.  Registered Office.    The registered office of the corporation in the State of Wisconsin shall be located at 8310 - 16th Street, P. 0. Box 902, Sturtevant 53177-0902, in the County of Racine. The name of the corporation’s registered agent at such address shall be JoAnne Brandes. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

SECTION 2.  Other Offices.    The corporation may also have offices at such other places, both within and without the State of Wisconsin, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  Place and Time of Meetings.    An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

SECTION 2.  Special Meetings.    Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Wisconsin, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty  

percent (50%) of the outstanding shares of any series or class or the corporation’s Capital Stock.

SECTION 3.  Place of Meetings.    The board of directors may designate any place. either within or without the State of Wisconsin, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

SECTION 4.  Notice.    Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawful.

SECTION 5.  Stockholders List.    The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.

Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 6.  Quorum.    Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the

shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

SECTION 7.  Adjourned Meetings.    When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 8.  Vote Required.    When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

SECTION 9.  Voting Rights.    Except as otherwise provided by the General Corporation Law of the State of Wisconsin or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

SECTION 10.  Proxies.    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

SECTION 11.  Action by Written Consent.    Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special

meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Wisconsin, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

SECTION 1.  General Powers.    The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

SECTION 2.  Number. Election and Term of Office.    The number of directors which shall constitute the first board shall be one. Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a

successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 3.  Removal and Resignation.    Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

SECTION 4.  Vacancies.    Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

SECTION 5.  Annual Meetings.    The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

SECTION 6.  Other Meetings and Notice.    Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or vice president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph; in like manner and on like notice the president must call a special meeting on the written request of at least a majority of the directors.

SECTION 7.  Quorum, Required Vote and Adjournment.    A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 8.  Committees.    The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each

committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these Bylaws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

SECTION 9.  Committee Rules.    Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

SECTION 10.  Communications Equipment.    Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

SECTION 11.  Waiver of Notice and Presumption of Assent.    Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation

immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

SECTION 12.  Action by Written Consent.    Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1.  Number.    The officers of the corporation shall be elected by the board of directors and shall consist of a chairman, if any is elected, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

SECTION 2.  Election and Term of Office.    The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 3.  Removal.    Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4.  Vacancies.    Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

SECTION 5.  Compensation.    Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such

compensation by virtue of his or her also being a director of the corporation.

SECTION 6.  The Chairman of the Board.    The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. He shall advise the president, and in the president’s absence, other officer of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

SECTION 7.  The President.    The president shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the president shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these Bylaws.

SECTION 8.  Vice-presidents.    The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these Bylaws may, from time to time, prescribe.

SECTION 9.  The Secretary and Assistant Secretaries.    The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these Bylaws or by law; shall have such powers and perform such duties as the board of directors, the president or these Bylaws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument

requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

SECTION 10.  The Treasurer and Assistant Treasurer.    The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all moneys and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these Bylaws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

SECTION 11.  Other Officers, Assistant Officers and Agents.    Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

SECTION 12.  Absence or Disability of Officers.    In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the

board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

SECTION 1.  Nature of Indemnity.    Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Wisconsin, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 2.  Procedure for Indemnification of Directors and Officers.    Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written

request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Wisconsin for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Wisconsin, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 3.  Nonexclusivity of Article V.    The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 4.  Insurance.    The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her

in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

SECTION 5.  Expenses.    Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

SECTION 6.  Employees and Agents.    Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

SECTION 7.  Contract Rights.    The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Wisconsin or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

SECTION 8.  Merger or Consolidation.    For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

SECTION 1.  Form.    Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

SECTION 2.  Lost Certificates.    The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the

owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 3.  Fixing a Record Date for Stockholder Meetings.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

SECTION 4.  Fixing a Record Date for Action by Written Consent.    In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Wisconsin, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of

business on the day on which the board of directors adopts the resolution taking such prior action.

SECTION 5.  Fixing a Record Date for Other Purposes.    In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

SECTION 6.  Subscriptions for Stock.    Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

SECTION 1.  Dividends.    Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 2.  Checks, Drafts or Orders.    All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of corporation shall be

15

signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

SECTION 3.  Contracts.    The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 4.  Loans.    The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

SECTION 5.  Fiscal Year.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SECTION 6.  Corporate Seal.    The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Wisconsin”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.  Voting Securities Owned By Corporation.    Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

SECTION 8.  Inspection of Books and Records.    Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably

related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Wisconsin or at its principal place of business.

SECTION 9.  Section Headings.    Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

SECTION 10.  Inconsistent Provisions.    In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Wisconsin or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended, altered, or repealed and new Bylaws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the Bylaws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

EX-3.37

Exhibit 3.37

BY-LAWS

OF

HOWE STREET CORPORATION

A Delaware Corporation

(NOW KNOWN AS WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.)

ARTICLE I

OFFICES

SECTION 1.  Registered Office.    The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19805, in the County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

SECTION 2.  Other Offices.    The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.  Place and Time of Meetings.    An annual meeting of the stockholders shall be held each year for the purpose of electing directors and conducting such other proper business of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting may be determined by resolution of the board of directors or as set by the president of the corporation.

SECTION 2.  Special Meetings.    Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships), and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by two or more members of the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent (50%) of the outstanding shares of any series or class of the corporation’s Capital Stock.

SECTION 3.  Place of Meetings.    The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation

SECTION 4.  Notice.    Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the board of directors, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawful.

SECTION 5.  Stockholders List.    The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 6.  Ouorum.    Except as otherwise provided by applicable law or by the Certificate of Incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 7 of this Article, until a quorum shall be present or represented.

SECTION 7.  Adjourned Meetings.    When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

SECTION 8.  Vote Required.    When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by class is required, the affirmative vote of the majority of shares

of such class present in person or represented by proxy at the meeting shall be the act of such class.

SECTION 9.  Voting Rights.    Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

SECTION 10.  Proxies.    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him, her or it by proxy. Every proxy must be signed by the stockholder granting the proxy or by his, her or its attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

SECTION 11.  Action by Written Consent.    Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than a majority of the shares entitled to vote, or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested provided, however, that no consent or consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

SECTION 1.  General Powers.    The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

SECTION 2.  Number, Election and Term of Office.    The number of directors which shall constitute the first board shall be one. Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 3.  Removal and Resignation.    Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause or a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

SECTION 4.  Vacancies.    Except as otherwise provided by the Certificate of Incorporation of the corporation or any amendments thereto, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the holders of the corporation’s outstanding stock entitled to vote thereon. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

SECTION 5.  Annual Meetings.    The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

SECTION 6.  Other Meetings and Notice.    Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president or vice president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph, in like manner and on like notice the president must call a special meeting on the written request of at least a majority of directors.

SECTION 7.  Quorum, Required Vote and Adjournment.    A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 8.  Committees.    The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by­laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

SECTION 9.  Committee Rules.    Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

SECTION 10.  Communications Equipment.    Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

SECTION 11.  Waiver of Notice and Presumption of Assent.    Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

SECTION 12.  Action by Written Consent.    Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1.  Number.    The officers of the corporation shall be elected by the board of directors and shall consist of a chairman, if any is elected, a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person, except that no person may simultaneously hold the office of president and secretary. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable.

SECTION 2.  Election and Term of Office.    The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. The president shall appoint other officers to serve for such terms as he or she deems desirable. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

SECTION 3.  Removal.    Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 4.  Vacancies.    Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

SECTION 5.  Compensation.    Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

SECTION 6.  The Chairman of the Board.    The Chairman of the Board, if one shall have been elected, shall be a member of the board, an officer of the Corporation, and, if present, shall preside at each meeting of the board of directors or shareholders. He shall advise the president, and in the president’s absence, other officer of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the board of directors.

SECTION 7.  The President.    The president shall be the chief executive officer of the corporation. In the absence of the Chairman of the Board or if a Chairman of the Board shall have not been elected, the president shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

SECTION 8.  Vice-presidents.    The vice-president, if any, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

SECTION 9.  The Secretary and Assistant Secretaries.    The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors, the president, or secretary may, from time to time, prescribe.

SECTION 10.  The Treasurer and Assistant Treasurer.    The treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all moneys and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by

the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the president or treasurer may, from time to time, prescribe.

SECTION 11.  Other Officers, Assistant Officers and Agents.    Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

SECTION 12.  Absence or Disability of Officers.    In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

SECTION 1.  Nature of Indemnity.    Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the

corporation. The right to indemnification conferred in this Article V shall be a contract right and subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 2.  Procedure for Indemnification of Directors and Officers.    Any indemnification of a director or officer of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 3.  Nonexclusivity of Article V.    The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 4.  Insurance.    The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or

not the corporation would have the power to indemnify such person against such liability under this Article V.

SECTION 5.  Expenses.    Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition unless otherwise determined by the board of directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

SECTION 6.  Employees and Agents.    Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

SECTION 7.  Contract Rights.    The provisions of this Article v shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

SECTION 8.  Merger or Consolidation.    For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

SECTION 1.  Form.    Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the chairman of the board, the president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any

such chairman of the board, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

SECTION 2.  Lost Certificates.    The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 3.  Fixing a Record Date for Stockholder Meetings.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

SECTION 4.  Fixing a Record Date for Action by Written Consent.    In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stock­holders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

SECTION 5.  Fixing a Record Date for Other Purposes.    In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

SECTION 6.  Subscriptions for Stock.    Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

SECTION 1.  Dividends.    Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before

payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

SECTION 2.  Checks, Drafts or Orders.    All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

SECTION 3.  Contracts.    The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 4.  Loans.    The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

SECTION 5.  Fiscal Year.    The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SECTION 6.  Corporate Seal.    The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 7.  Voting Securities Owned By Corporation.    Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

SECTION 8.  Inspection of Books and Records.    Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or

extracts therefrom. A proper purpose shall mean any purpose reasonably related to such persons interest as a stockholder.

In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

SECTION 9.  Section Headings.    Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

SECTION 10.  Inconsistent Provisions.    In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

AMENDED AND RESTATED

ARTICLE III, SECTION 5, ADOPTED BY

RESOLUTION OF THE SOLE SHAREHOLDER DATED MARCH 12, 1998

SECTION 5.  Annual Meetings.    The annual meeting of each newly-elected Board of Directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders or may be called by or at the request of the president or vice president on a least 24 hours notice to each director, either personally, by telephone or by mail.

EX-4.1

Exhibit 4.1

EXECUTION COPY

JOHNSONDIVERSEY, INC.

and each of the Guarantors named herein

U.S. $300,000,000

SERIES A AND SERIES B

9.625% SENIOR SUBORDINATED NOTES DUE 2012

INDENTURE

Dated as of May 3, 2002

BNY Midwest Trust Company

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture
Act Section		Indenture Section
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.
	(a)(4)	N.A.
	(a)(5)	7.10
	(b)	7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	13.03
	(c)	13.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06; 7.07
	(c)	7.06; 13.02
	(d)	7.06
314	(a)	4.03;13.02; 13.05
	(b)	N.A.
	(c)(1)	13.04
	(c)(2)	13.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	N.A.
315	(a)	7.01
	(b)	7.05,13.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a) (last sentence)	2.09
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
	(c)	2.12
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
318	(a)	13.01
	(b)	N.A.
	(c)	13.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

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TABLE OF CONTENTS

		Page
ARTICLE 1.
DEFINITIONS AND INCORPORATION
BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	24
Section 1.03	Incorporation by Reference of Trust Indenture Act	24
Section 1.04	Rules of Construction	25
ARTICLE 2.
THE NOTES
Section 2.01	Form and Dating	25
Section 2.02	Execution and Authentication	26
Section 2.03	Registrar and Paying Agent	27
Section 2.04	Paying Agent to Hold Money in Trust	27
Section 2.05	Holder Lists	27
Section 2.06	Transfer and Exchange	28
Section 2.07	Replacement Notes	39
Section 2.08	Outstanding Notes	39
Section 2.09	Treasury Notes	40
Section 2.10	Temporary Notes	40
Section 2.11	Cancellation	40
Section 2.12	Defaulted Interest	40
Section 2.13	Additional Notes	41
Section 2.14	CUSIP Numbers	41
ARTICLE 3.
REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee	41
Section 3.02	Selection of Notes to Be Redeemed or Purchased	42
Section 3.03	Notice of Redemption	42
Section 3.04	Effect of Notice of Redemption	43
Section 3.05	Deposit of Redemption or Purchase Price	43
Section 3.06	Notes Redeemed or Purchased in Part	43
Section 3.07	Optional Redemption	44
Section 3.08	Mandatory Redemption	44
Section 3.09	Offer to Purchase by Application of Excess Proceeds	44
ARTICLE 4.
COVENANTS
Section 4.01	Payment of Notes	46
Section 4.02	Maintenance of Office or Agency	46
Section 4.03	Reports	47
Section 4.04	Compliance Certificate	47
Section 4.05	Taxes	48
Section 4.06	Stay, Extension and Usury Laws	48
Section 4.07	Restricted Payments	48

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		Page
Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries	51
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock	53
Section 4.10	Asset Sales	56
Section 4.11	Transactions with Affiliates	57
Section 4.12	Liens	59
Section 4.13	Business Activities	59
Section 4.14	Corporate Existence	59
Section 4.15	Offer to Repurchase Upon Change of Control	60
Section 4.16	Anti-Layering	61
Section 4.17	Additional Subsidiary Guarantees	61
Section 4.18	Designation of Restricted and Unrestricted Subsidiaries	62
Section 4.19	Payments for Consent	62
ARTICLE 5.
SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets	62
Section 5.02	Successor Corporation Substituted	63
ARTICLE 6.
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	63
Section 6.02	Acceleration	65
Section 6.03	Other Remedies	65
Section 6.04	Waiver of Past Defaults	66
Section 6.05	Control by Majority	66
Section 6.06	Limitation on Suits	66
Section 6.07	Rights of Holders of Notes to Receive Payment	67
Section 6.08	Collection Suit by Trustee	67
Section 6.09	Trustee May File Proofs of Claim	67
Section 6.10	Priorities	67
Section 6.11	Undertaking for Costs	68
ARTICLE 7.
TRUSTEE
Section 7.01	Duties of Trustee	68
Section 7.02	Rights of Trustee	69
Section 7.03	Individual Rights of Trustee	70
Section 7.04	Trustee’s Disclaimer	70
Section 7.05	Notice of Defaults	70
Section 7.06	Reports by Trustee to Holders of the Notes	70
Section 7.07	Compensation and Indemnity	71
Section 7.08	Replacement of Trustee	71
Section 7.09	Successor Trustee by Merger, etc.	72
Section 7.10	Eligibility; Disqualification	72
Section 7.11	Preferential Collection of Claims Against Company	73
ARTICLE 8.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	73
Section 8.02	Legal Defeasance and Discharge	73
Section 8.03	Covenant Defeasance	73

ii

		Page
Section 8.04	Conditions to Legal or Covenant Defeasance	74
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	75
Section 8.06	Repayment to Company	75
Section 8.07	Reinstatement	76
ARTICLE 9.
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	76
Section 9.02	With Consent of Holders of Notes	77
Section 9.03	Compliance with Trust Indenture Act	78
Section 9.04	Revocation and Effect of Consents	78
Section 9.05	Notation on or Exchange of Notes	78
Section 9.06	Trustee to Sign Amendments, etc.	79
ARTICLE 10.
SUBORDINATION
Section 10.01	Agreement to Subordinate	79
Section 10.02	Liquidation; Dissolution; Bankruptcy	79
Section 10.03	Default on Designated Senior Debt	80
Section 10.04	Acceleration of Notes	80
Section 10.05	When Distribution Must Be Paid Over	80
Section 10.06	Notice by Company	81
Section 10.07	Subrogation	81
Section 10.08	Relative Rights	81
Section 10.09	Subordination May Not Be Impaired by Company	82
Section 10.10	Distribution or Notice to Representative	82
Section 10.11	Rights of Trustee and Paying Agent	82
Section 10.12	Authorization to Effect Subordination	82
Section 10.13	Amendments	82
Section 10.14	Trustee Not Fiduciary for Holders of Senior Debt	83
ARTICLE 11.
SUBSIDIARY GUARANTEES
Section 11.01	Guarantee	83
Section 11.02	Subordination of Subsidiary Guarantee	84
Section 11.03	Limitation on Guarantor Liability	84
Section 11.04	Execution and Delivery of Subsidiary Guarantee	84
Section 11.05	Guarantors May Consolidate, etc., on Certain Terms	85
Section 11.06	Releases Following Sale of Assets	86
ARTICLE 12.
SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge	86
Section 12.02	Application of Trust Money	87
ARTICLE 13.
MISCELLANEOUS
Section 13.01	Trust Indenture Act Controls	88
Section 13.02	Notices	88
Section 13.03	Communication by Holders of Notes with Other Holders of Notes	89

iii

		Page
Section 13.04	Certificate and Opinion as to Conditions Precedent	89
Section 13.05	Statements Required in Certificate or Opinion	89
Section 13.06	Rules by Trustee and Agents	90
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders	90
Section 13.08	Governing Law	90
Section 13.09	Jurisdiction	90
Section 13.10	No Adverse Interpretation of Other Agreements	90
Section 13.11	Successors	90
Section 13.12	Severability	90
Section 13.13	Counterpart Originals	91
Section 13.14	Table of Contents, Headings, etc.	91
EXHIBITS
Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF SUBSIDIARY GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE

iv

INDENTURE dated as of May 3, 2002 among JohnsonDiversey, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule 1 hereto (the “Guarantors”) and BNY Midwest Trust Company, an Illinois trust company, as trustee (the “Trustee”).

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 9.625% Series A Senior Subordinated Notes due 2012 (the “Series A Notes”) and the 9.625 % Series B Senior Subordinated Notes due 2012 (the “Series B Notes” (or Exchange Notes) and, together with the Series A Notes, the “Notes”):

ARTICLE 1.

DEFINITIONS AND INCORPORATION

BY REFERENCE

Section 1.01    Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of that specified Person, whether or not that Indebtedness is incurred in connection with, or in contemplation of, that other Person’s merging with or into, or becoming a Subsidiary of, that specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition Agreement” means the Purchase Agreement, dated as of November 20, 2001, by and among Holdings, the Company and Conopco, Inc., a New York corporation, as amended by the First Amendment to the Purchase Agreement, dated as of February 11, 2002, the Second Amendment to the Purchase Agreement, dated as of April 5, 2002 and the Third Amendment to the Purchase Agreement, dated as of May 3, 2002.

“Additional Notes” means additional notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with that specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment.

1

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Ancillary Documents” shall have the meaning assigned to such term in the Acquisition Agreement.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, lease, conveyance, transfer or other disposition of any assets or rights, other than sales of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance, transfer or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 hereof and/or the provisions of Section 5.01 hereof and not by the provisions of Section 4.10 hereof; and

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that:

(a) involves assets having a fair market value of less than $5.0 million; or

(b) results in net proceeds to the Company and its Subsidiaries of less than $5.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary of the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (6), notes received in exchange for the transfer of accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay those notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction;

2

  (7) any sale or other transfer of assets in connection with plant closings as described in the Offering Circular under the caption “Offering Circular Summary—Strategy—Focus on Operating Efficiencies and Improving Margins”;

  (8) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

  (9) a Restricted Payment or Permitted Investment that is permitted by Section 4.07 hereof;

(10) the sale or grant of any license in the ordinary course of business to use the patents, trade secrets, know-how and or intellectual property of the Company or any of its Restricted Subsidiaries to the extent such license does not generally prohibit the Company or any of its Restricted Subsidiaries from using the technologies licensed or require the Company or any of its Restricted Subsidiaries to pay any fees for that use;

(11) the sale or other disposition in the ordinary course of business of obsolete or worn-out assets or assets that management determines are no longer necessary to operate the business; and

(12) the Whitmire Sale.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), that “person” will be deemed to have beneficial ownership of all securities that that “person” has the right to acquire by conversion or exercise of other securities, whether that right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

  (1) with respect to a corporation, the board of directors of the corporation;

  (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

  (3) with respect to any other Person, the board or committee of that Person serving a similar function.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

3

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) euros and United States dollars;

(2) securities issued or directly and fully guaranteed or insured by any of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States government or any agency or instrumentality of the foregoing (provided that the full faith and credit of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States, respectively, is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic or foreign commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services, Inc. and in each case maturing within six months after the date of acquisition of such commercial paper; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Cayman Subsidiary” means Johnson Diversey Cayman, Inc., a wholly owned Subsidiary of the Company organized under the laws of the Cayman Islands.

“Clearstream” means Clearstream Banking, S.A.

“Change of Control” means the occurrence of any of the following:

(1) the sale, conveyance, transfer or other disposition (other than by way of merger, amalgamation or consolidation) of all or substantially all of the properties or assets of Holdings,

4

the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than any member of the Johnson Family Group or any Guarantor, shall have occurred;

(2) the adoption of a plan relating to the liquidation or dissolution of either of Holdings or the Company;

(3) any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than any member of the Johnson Family Group, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all classes of the Voting Stock of Holdings or the Company, calculated on a fully diluted basis;

(4) at any time after a Public Market shall exist, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings or the Company (together with (a) any directors whose election or appointment by the Board of Directors of Holdings or the Company, as applicable, or whose nomination for election by the stockholders of Holdings or the Company, as applicable, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, (b) any directors whose election or appointment by the Board of Directors of Holdings or the Company, as applicable, or whose nomination for election by the stockholders of Holdings or the Company, as applicable, was approved by any member of the Unilever Group pursuant to the terms of the Stockholders’ Agreement or any member of the Johnson Family Group, and (c) any directors elected pursuant to the terms of any stockholders’ agreement among the stockholders of Holdings or the Company, as applicable) cease for any reason to constitute a majority of the Board of Directors of Holdings or the Company, as applicable, then in office; or

(5) the merger, amalgamation or consolidation of Holdings or the Company, as applicable, with or into another Person or the merger of another Person with or into Holdings or the Company, as applicable (each, a “Business Combination”), shall have occurred, and the securities of Holdings or the Company, as applicable, that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of Holdings or the Company, as applicable, are changed into or exchanged for cash, securities or property, unless pursuant to such transaction those securities are changed into or exchanged for, in addition to any other consideration, securities of the corporation or entity resulting from such Business Combination (including an entity which as a result of the Business Combination owns Holdings or the Company either directly or through one or more Subsidiaries) that represent immediately after giving effect to such transaction, greater than 50% of the outstanding Voting Stock of the corporation or entity resulting from such Business Combination (including an entity which as a result of the Business Combination owns Holdings or the Company either directly or through one or more Subsidiaries).

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of that Person for that period, plus:

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent that losses were deducted in computing such Consolidated Net Income; plus

5

(2) provision for taxes based on income or profits of that Person and its Restricted Subsidiaries for that period, to the extent that the provision for taxes was deducted in computing that Consolidated Net Income; plus

(3) consolidated interest expense of that Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing that Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of that Person and its Restricted Subsidiaries for that period to the extent that that depreciation, amortization and other non-cash expenses were deducted in computing that Consolidated Net Income; plus

(5) unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent those losses were deducted in computing that Consolidated Net Income; plus

(6) all non-recurring adjustments used in connection with the calculation of Pro Forma EBITDA and Adjusted EBITDA as set forth in the Offering Circular under the caption “Unaudited Pro Forma and Historical Condensed Combined Financial Data” to the extent those adjustments are not fully reflected in the applicable period and continue to be applicable; minus

(7) non-cash items increasing that Consolidated Net Income for that period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by that Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of that Person and its Restricted Subsidiaries for that period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the

6

amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or its stockholders unless such restriction to the payment of dividends has been permanently waived;

(3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of that acquisition will be excluded;

(4) the cumulative effect of a change in accounting principles will be excluded; and

(5) the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Restricted Subsidiaries.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the Credit Agreement, dated as of May 3, 2002, by and among Holdings, the Company, the other borrowers thereunder, the several banks and other financial institutions or entities from time to time parties thereto, Citicorp USA, Inc., as Administrative Agent, Goldman Sachs Credit Partners, L.P., as Syndication Agent, and ABN AMRO Bank N.A., Bank One, NA, Royal Bank of Scotland plc, New York Branch and General Electric Capital Corporation, as Co-documentation Agents, including any related notes, collateral documents, letters of credit and documentation and guarantees and any appendices, exhibits or schedules to any of the foregoing as any or all of such agreements may be in effect from time to time, in each case, as any or all of such agreements (or any other agreement that renews, refunds, refinances, restructures, replaces, repays or extends any or all of such agreements) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

“Credit Facilities” means, one or more debt facilities (including, without limitation, facilities under the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as any or all of such facilities (or any other facility that renews, refunds, refinances, restructures, replaces, repays or extends any or all of such facilities) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

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“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become that pursuant to the applicable provision of this Indenture.

“Designated Senior Debt” means:

(1) all Obligations under the Credit Agreement; and

(2) after payment in full of all Obligations under the Credit Agreement and termination of the commitments thereunder, any other Senior Debt permitted under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase that Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of that Capital Stock provide that the Company may not repurchase or redeem that Capital Stock pursuant to those provisions unless that repurchase or redemption complies with the provisions of Section 4.07 hereof.

“Domestic Subsidiary” means any Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any underwritten public offering of common stock of Holdings or the Company; provided that with respect to any underwritten public offering of Holdings, the net proceeds of that offering are substantially concurrently contributed to the Company as cash.

“Euro Exchange Notes” means the Euro Notes issued in an exchange offer pursuant to Section 2.06(f) of the Euro Indenture.

“Euro Indenture” means the indenture, dated the date hereof, between the Company, the guarantors named therein and The Bank of New York, as trustee, governing the Euro Notes.

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“Euro Notes” means the Company’s euro-denominated 9.625% Senior Subordinated Notes due 2012, issued pursuant to the Euro Indenture.

“Euro Registration Rights Agreement” means the Euro Registration Rights Agreement, dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time, and, with respect to any additional Euro Notes issued under the Euro Indenture, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of those additional Euro Notes to register those additional Euro Notes under the Securities Act.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, including the Indebtedness under the Receivables Purchase Agreement dated as of March 2, 2001, as amended or supplemented from time to time, among JWPR Corporation, as seller and servicer, the financial institutions party thereto, Falcon Asset Securitization Corporation and Bank One, NA (Main Office Chicago), as agent, until those amounts are repaid.

“Financial Covenant Period” means (a) if prior to the date on which the Company’s financial statements for the second quarter of 2003 are available, the Company’s most recently ended full fiscal quarter or quarters, as applicable, that commenced after the date of this Indenture for which internal financial statements are available immediately preceding the date on which the applicable Restricted Payment is made, additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued or (b) if after the date on which the Company’s financial statements for the second quarter of 2003 are available, the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the applicable Restricted Payment is made, additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of that Person and its Restricted Subsidiaries for that period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations entered into with respect to interest rates; plus

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(2) the consolidated interest of that Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is Guaranteed by that Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of that Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then-current combined federal, state and local statutory tax rate of that Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of that Person and its Restricted Subsidiaries for that period to the Fixed Charges of that Person and its Restricted Subsidiaries for that period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or that issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable Financial Covenant Period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the Financial Covenant Period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the Financial Covenant Period and Consolidated Cash Flow for that reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to those Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

“Foreign Subsidiaries” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

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“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in those other statements by any other entity that has been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A1 or A2 hereto issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued under this Indenture.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each direct and indirect wholly owned Domestic Subsidiary (other than the Receivables Subsidiary), the Cayman Subsidiary and any other subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of that Person under any interest rate swap agreement, interest rate cap agreement and interest rate collar agreement, foreign currency exchange rate agreement, commodity price protection agreement or other agreement or arrangement designed to protect that Person against fluctuations in interest rates, foreign currency exchange rates or commodity prices.

“Holder” means a Person in whose name a Note is registered.

“Holdings” means Johnson Professional Holdings, Inc.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indebtedness” means, with respect to any specified Person, any indebtedness of that Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

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(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first $300,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investments” means, with respect to any Person, all direct or indirect investments by that Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to that sale or disposition, that Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of that sale or disposition equal to the fair market value of the Company’s Investments in that Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or that Restricted Subsidiary in that third Person in an amount equal to the fair market value of the Investments held by the acquired Person in that third Person in an amount determined as provided in the final paragraph of Section 4.07 hereof.

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“Johnson Family Group” means:

(1) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis or the spouse of any such descendant;

(2) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in clause (1) above; and

(3) an entity controlled directly or indirectly by one or more individuals or entities described in clauses (1) or (2) above.

“Joint Liabilities” means the Company’s obligations in respect of certain joint ERISA, environmental and product liability obligations of the Company and S.C. Johnson & Son, Inc., up to a maximum aggregate cash payment amount of $8.0 million.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of that asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of that Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on that gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by that Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of that Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related provision for taxes on that extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to that Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of

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Indebtedness secured by a Lien on the asset or assets that were the subject of that Asset Sale and any reserve for adjustment in respect of the sale price of that asset or assets established in accordance with GAAP.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Circular” means that certain offering circular, dated as of April 29, 2002, used by the Company in connection with the offering of the Notes and the Euro Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel, that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

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“Permitted Business” means the businesses engaged in by the Company and its Restricted Subsidiaries on the date of this Indenture and/or activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the date of this Indenture.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of that Investment:

(a) that Person becomes a Restricted Subsidiary of the Company; or

(b) that Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;

(5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) any Investments received in compromise of obligations incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(7) Hedging Obligations;

(8) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by that Receivables Subsidiary to effect that Qualified Receivables Transaction; and any other Investment by the Company or a Subsidiary of the Company in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided, that the other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction;

(9) any Investments in joint ventures having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date of this Indenture not to exceed $25.0 million;

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(10) advances with respect to ordinary course receivables made by the Company or any of its Restricted Subsidiaries to Unilever pursuant to the Sales Agency Agreement;

(11) any Investments in endorsements of negotiable instruments and similar negotiable documents in the ordinary course of business; and

(12) any Investments existing on the date of this Indenture.

“Permitted Junior Securities” means:

  (1) Equity Interests in the Company or any Guarantor; or

  (2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under this Indenture and that have a stated maturity after (and do not provide for scheduled principal payments prior to) the stated maturity of any Senior Debt and any debt securities issued in exchange for Senior Debt;

provided, however, that, if such Equity Interests or debt securities are distributed in a bankruptcy or insolvency proceeding of the Company or any Guarantor, such Equity Interests or debt securities are distributed pursuant to a plan of reorganization.

“Permitted Liens” means:

  (1) Liens securing Senior Debt (and intercompany loans pledged as security for Senior Debt) that was permitted by the terms of this Indenture to be incurred;

  (2) Liens in favor of the Company or the Guarantors;

  (3) Liens on property of a Person existing at the time that Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that those Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

  (4) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that those Liens were in existence prior to the contemplation of that acquisition;

  (5) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of Section 4.09 hereof covering only the assets acquired with that Indebtedness;

  (6) Liens existing on the date of this Indenture;

  (7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

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  (8) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $10.0 million at any one time outstanding;

  (9) Liens to secure Indebtedness permitted by clause (10) of the second paragraph of Section 4.09 hereof;

(10) Liens on assets of the Company or a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction;

(11) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

(12) Liens to secure Hedging Obligations permitted under Section 4.09 hereof;

(13) Liens securing Permitted Refinancing Indebtedness, provided that those Liens do not extend to or cover any assets or property other than the collateral securing the Indebtedness to be refinanced;

(14) Liens arising by operation of law in connection with judgments, which do not give rise to an Event of Default with respect thereto;

(15) Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law), laborers and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith, if reserves or other appropriate provision shall have been made therefor;

(16) easements, rights of way, zoning restrictions and other similar encumbrances or title defects that do not materially detract from the value of the property or the assets subject thereto or interfere with the ordinary conduct of the business of the Company and it Subsidiaries, taken as a whole;

(17) encumbrances arising under leases or subleases of real property that do not, in the aggregate over all such encumbrances, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(18) pledges or deposits securing:

(i) the performance of bids, tenders, leases or contracts (other than for the repayment of borrowed money) or leases to which the Company or any of its Restricted Subsidiaries is a party as lessee made in the ordinary course of business;

(ii) indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money);

(iii) public or statutory obligations or surety, custom or appeal bonds; or

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(iv) indemnity, performance or other similar bonds in the ordinary course of business;

(19) Liens arising from any transactions pursuant to, contemplated by or in connection with the Acquisition Agreement or any of the Ancillary Documents (as defined in the Acquisition Agreement), in each case, as the same may be renewed, extended, or modified from time to time in any manner not materially less favorable to holders of the Notes; and

(20) Liens in favor of S.C. Johnson & Son, Inc. securing the Joint Liabilities.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  (1) the principal amount (or accreted value, if applicable) of that Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

  (2) the Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

  (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, that Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

  (4) the Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Public Market” means any time after:

  (1) an Equity Offering has been consummated; and

  (2) at least 15% of the total issued and outstanding common stock of Holdings or the Company, as applicable, has been distributed by means of an effective registration statement under the Securities Act.

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“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing those accounts receivable, all contracts and all guarantees or other obligations in respect of those accounts receivable, proceeds of those accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means JWPR Corporation, a Nevada corporation and wholly owned Subsidiary of CMI, and any other Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of the Company or any Subsidiary of the Company (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve specified levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that the designation complied with the foregoing conditions.

“Registration Rights Agreement” means the Dollar Registration Rights Agreement, dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time, and, with respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

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“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Representative” means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Designated Senior Debt.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated the Securities Act.

“Sales Agency Agreement” means the master sales agency agreement, dated November 20, 2002, by and between Unilever and the Company.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Notes” means the Senior Discount Notes due 2013 of Johnson Professional Holdings, Inc., issued pursuant to the Seller Notes Indenture and outstanding on the date of this Indenture, and any Exchange Notes and Special Interest Notes (as such terms are defined in the Seller Notes Indenture) issued pursuant to the Seller Notes Indenture after the date of this Indenture, as the terms of the Seller

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Notes and/or the Seller Notes Indenture may be amended or modified from time to time and as such Seller Notes may be renewed, refunded, replaced or refinanced from time to time; provided that any such amendment, modification, renewal, refunding, replacement or refinancing (1) does not provide for cash interest payments on the Seller Notes in an amount greater than the cash interest payment provided by the terms of the Seller Notes as in effect on the date of this Indenture and (2) provides that the Seller Notes have a final maturity date later than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Seller Notes as in effect on the date of this Indenture.

“Seller Notes Indenture” means the Indenture with respect to the Seller Notes between Holdings and BNY Midwest Trust Company, as trustee, dated as of the date of this Indenture.

“Seller Notes Registration Rights Agreement” means the Registration Rights Agreement with respect to the Seller Notes between Unilever and Holdings, dated as of the date of this Indenture and any exchange and registration rights agreement that Holdings is required to enter into thereunder with respect to the Seller Notes.

“Senior Debt” means:

(1) all Indebtedness of the Company or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which that Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including, without limitation, all interest accruing on or after the commencement of any bankruptcy proceeding at the rate specified in the applicable Indebtedness, whether or not such interest is allowed in such proceeding).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by the Company;

(2) any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates;

(3) any trade payables; or

(4) the portion of any Indebtedness that is incurred in violation of this Indenture.

To the extent that any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement or any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Debt or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred.

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“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect from time to time.

“Special Interest” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing that Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders’ Agreement” means that certain stockholders’ agreement, dated as of May 3, 2002, by and among Holdings, Commercial Markets Holdco, Inc. and Marga B.V., an indirect, wholly owned subsidiary of Unilever N.V.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership:

(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of that Person; or

(b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee by each Guarantor of the Company’s payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unilever” means Unilever N.V., Unilever PLC and their respective Affiliates.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

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“Unrestricted Global Note” means a permanent global Note substantially in the form of Exhibit A1 attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company or any successor to any of them that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution by the Board of Directors, but only to the extent that the Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of such agreement, contract, arrangement or understanding are no less favorable to the Company or that Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries; and

(5) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that that designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of that Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of that date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that the designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of that Unrestricted Subsidiary and the designation shall only be permitted if (1) that Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if that designation had occurred at the beginning of the reference period; and (2) no Default or Event of Default would be in existence following the designation.

“U.S. Person” means a U.S. Person as defined in Rule 902(o) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of that Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then-outstanding principal amount of such Indebtedness.

“Whitmire Sale” means the sale of all or substantially all of the assets or Voting Stock of Whitmire Micro-Gen Research Laboratories, Inc.

Section 1.02    Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Purchase Date”	3.09
“Registrar”	2.03
“Restricted Payments”	4.07

Section 1.03    Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

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“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Subsidiary Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04    Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions; and

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

ARTICLE 2.

THE NOTES

Section 2.01    Form and Dating.

(a)    General.    The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A1 or A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)    Global Notes.    Notes issued in global form shall be substantially in the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A1 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate

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principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)    Temporary Global Notes.    Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(2) an Officers’ Certificate from the Company.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d)    Euroclear and Clearstream Procedures Applicable.    The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearsteam.

Section 2.02    Execution and Authentication.

One Officer must sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

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The Trustee shall, upon receipt of a written order of the Company signed by any Officer (an “Authentication Order”), authenticate Notes for original issue up to $300,000,000 in aggregate principal amount of the Notes.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03    Registrar and Paying Agent.

The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent at its offices in New York and Luxembourg and to act as Custodian with respect to the Global Notes; provided, however, that for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall maintain a Paying Agent in Luxembourg and shall publish notice of the change in the Paying Agent in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

Section 2.04    Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Special Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05    Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days

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before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06    Transfer and Exchange.

(a)    Transfer and Exchange of Global Notes.    A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; or

(2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b)    Transfer and Exchange of Beneficial Interests in the Global Notes.    The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note.    Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

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(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.    In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) will be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note.    A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Global Note, then the

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transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.    A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more

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Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)    Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.    If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized

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denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.    Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.    A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the

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Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.    If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d)    Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.    If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

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(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)    Transfer and Exchange of Definitive Notes for Definitive Notes.    Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes.    Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes.    Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

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(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.    A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)    Exchange Offer.    Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate:

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered into the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company; and

(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.

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Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g)    Legends.    The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend.    Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF JOHNSONDIVERSEY, INC.

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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) Regulation S Temporary Global Note Legend.    The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

(h)    Cancellation and/or Adjustment of Global Notes.    At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)    General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(2) No service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

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(3) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) The Company shall not be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07    Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08    Outstanding Notes.

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The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09    Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.10    Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.11    Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12    Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who

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are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13    Additional Notes

The Company shall be entitled, subject to its compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date of this Indenture, other than with respect to the date of issuance and issue price. The Initial Notes issued on the date of this Indenture, any Additional Notes and all Exchange Notes or private exchange notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(b) the issue price, the issue date and the CUSIP number of such Additional Notes; and

(c) whether such Additional Notes shall be transfer restricted Notes and issued in the form of Initial Notes as set forth in Section 2.02 of this Indenture or shall be issued in the form of Exchange Notes.

Section 2.14    CUSIP Numbers

The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3.

REDEMPTION AND PREPAYMENT

Section 3.01    Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

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(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

Section 3.02    Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select Notes for redemption or purchase as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem appropriate.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03    Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture.

The notice shall identify the Notes (including CUSIP numbers) to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

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(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

In case of any redemption, so long as the Notes are listed on the Luxembourg Stock Exchange, the Company shall notify the Luxembourg Stock Exchange and a notice, including the redemption price, shall be published.

Section 3.04    Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05    Deposit of Redemption or Purchase Price.

One Business Day prior to the redemption or purchase price date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06    Notes Redeemed or Purchased in Part.

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Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

Section 3.07    Optional Redemption.

(a)    At any time prior to May 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of that redemption (excluding Notes held by the Company and its Subsidiaries); and

(2) the redemption must occur within 45 days of the date of the closing of the Equity Offering.

(b)    Except pursuant to the preceding paragraph, the Notes are not redeemable at the Company’s option prior to May 15, 2007.

(c) On or after May 15, 2007, the Company may redeem at any time or from time to time all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2007	104.813	%
2008	103.208	%
2009	101.604	%
2010 and thereafter	100.000	%

(d)    Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08    Mandatory Redemption.

The Company is not required to make mandatory redemption payments with respect to the Notes.

Section 3.09    Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No

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later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, shall state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(2) the Offer Amount, the purchase price and the Purchase Date;

(3) that any Note not tendered or accepted for payment shall continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only;

(6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(7) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and

(9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

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On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4.

COVENANTS

Section 4.01    Payment of Notes.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay all Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02    Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve

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the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York, for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03    Reports.

(a)    At any time on or after November 11, 2002, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a).

(b)    For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04    Compliance Certificate.

(a)    The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of

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Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b)    So long as not contrary to the then-current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)    So long as any of the Notes are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05    Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06    Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07    Restricted Payments.

(a)    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or dividends or distributions payable to the Company or a Subsidiary of the Company);

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(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of that Restricted Payment; and

(2) the Company would, at the time of that Restricted Payment and after giving pro forma effect thereto as if that Restricted Payment had been made at the beginning of the applicable Financial Covenant Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3) that Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3) and (4) of paragraph (b) below) is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of that Restricted Payment (or, if such Consolidated Net Income for that period is a deficit, less 100% of that deficit), plus

(b) 100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for that Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus

(c) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to that Restricted Investment (less the cost of disposition, if any), plus

(d) 50% of any dividends received by the Company or a Restricted Subsidiary after the date of this Indenture from an Unrestricted

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Subsidiary of the Company, to the extent that the dividends are not otherwise included in Consolidated Net Income of the Company for that period, plus

(e) to the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted Subsidiary after the date of this Indenture, the fair market value of the Company’s Investment in that Subsidiary as of the date of such redesignation.

(b)    So long as no Default has occurred and is continuing or would be caused thereby, the provisions of Section 4.07(a) shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of this Indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any member of the Company’s (or any of its Restricted Subsidiaries’) management pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $250,000 in any twelve-month period; and

(6) cash dividends or other distributions to Holdings in amounts equal to:

(a) payments required to be made by Holdings and Commercial Markets Holdco, Inc. in respect of foreign, United States federal, state or local taxes owed by Holdings and Commercial Markets Holdco, Inc. (a) in respect of themselves, and (b) in respect of the Company and its Subsidiaries, but, in the case of this clause (b), only to the extent those taxes are consistent with its activities permitted under this Indenture and not greater than the amount that would be payable by the Company, on a consolidated basis, if the Company were the taxpayer;

(b) payments necessary to permit Holdings to satisfy (1) its obligations under the Seller Notes Registration Rights Agreement, (2) its obligation

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as a reporting company under United States securities laws and (3) regulatory compliance costs and other miscellaneous administrative expenses, in an aggregate amount for this clause (3) only not to exceed $500,000 per annum;

(c) amounts required to permit Holdings to make interest payments on the Seller Notes from and after the fifth anniversary of the date of this Indenture in accordance with the terms of the Seller Notes; provided that the Company would, at the time of that dividend or distribution and after giving pro forma effect thereto as if that dividend or distribution had been made at the beginning of the applicable Financial Covenant Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof;

(d) amounts required to permit Holdings to make dividend payments or other distributions to (1) Commercial Markets Holdco, Inc. and (2) Unilever, in an aggregate amount for clauses (1) and (2) not to exceed $25.0 million;

(7) payments made to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests or Subordinated Indebtedness of the Company pursuant to provisions requiring the Company to offer to purchase, redeem, defease or otherwise acquire or retire for value those Equity Interests or Subordinated Indebtedness upon the occurrence of a “change of control,” as defined in the charter provisions, agreements or instruments governing those Equity Interests or Subordinated Indebtedness; provided, however, that the Company has made a Change of Control Offer and has purchased all Notes tendered in connection with that Change of Control; and

(8) additional Restricted Payments in an amount not to exceed $25.0 million.

The amount of all Restricted Payments (other than cash) will be deemed to be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or a Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by Section 4.07 hereof shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $25.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that the Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed, which calculations may be based upon the Company’s latest available financial statements together with a copy of any fairness opinion or appraisal required by this Indenture.

Section 4.08    Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a)    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

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(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b)    The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and Credit Facilities and other agreements, including without limitation agreements entered into on the date of this Indenture in connection with the transactions contemplated by the Acquisition Agreement, as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

(2) this Indenture, the Euro Indenture, the Notes and the Subsidiary Guarantees, the Exchange Notes and the related Subsidiary Guarantees, the Euro Notes and the related subsidiary guarantees and the Euro Exchange Notes and the related subsidiary guarantees;

(3) applicable law;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that Indebtedness or Capital Stock was incurred in connection with or in contemplation of that acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, that Indebtedness was permitted to be incurred by the terms of this Indenture;

(5) customary non-assignment provisions in contracts entered into in the ordinary course of business and consistent with past practices;

(6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of Section 4.08(a);

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

(8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

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  (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of a Person to dispose of the assets subject to those Liens;

(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;

(11) Indebtedness permitted to be incurred by clause (10) of Section 4.09(b) hereof;

(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to that Receivables Subsidiary; and

(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, in each case, if the Fixed Charge Coverage Ratio for the applicable Financial Covenant Period would have been at least 2.0 to 1 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of that Financial Covenant Period.

(b)    The first paragraph of this Section 4.09 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any of its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the outstanding face amount thereof that has not been reimbursed) not to exceed $1.3 billion (provided that such amount shall be reduced to the extent of any reduction or elimination of any commitment under any Credit Facility resulting from or relating to the formation of any Receivables Subsidiary or the completion of any Qualified Receivables Transaction) less the aggregate amount of all Net Proceeds of Assets Sales applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to repay any Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Section 4.10 hereof;

(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes to be issued on the date of this Indenture and the related Subsidiary Guarantees, the Euro Notes to be issued on the date of the Euro Indenture and the related subsidiary guarantees, the Exchange Notes and the related Subsidiary Guarantees to be issued as contemplated by the

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Registration Rights Agreement and the Euro Exchange Notes and the related subsidiary guarantees to be issued as contemplated by the Euro Registration Rights Agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or that Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5), (14), (15) or (17) of this Section 4.09(b);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that

(a) if the Company or any Guarantor is the obligor on the Indebtedness, that Indebtedness (unless pledged as security for Obligations under the Credit Facilities) must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantees, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in that Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company (other than as security for Obligations under the Credit Facilities) and (ii) any sale or other transfer (other than as security for Obligations under the Credit Facilities) of that Indebtedness by the Company or a Restricted Subsidiary of the Company to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence, as of the date of issuance, transfer or sale, as the case may be, of that Indebtedness by the Company or that Restricted Subsidiary, as the case may be, that is not permitted by this clause (6);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations entered into the ordinary course of business to hedge or mitigate risks to which the Company or any of its Restricted Subsidiaries is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes;

(8) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09;

(9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the

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same class of Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, to the extent relevant to any calculation under this Indenture, that the amount thereof is included in Fixed Charges of the Company as accrued;

(10) the incurrence by Foreign Subsidiaries of the Company of Indebtedness in the ordinary course of business for working capital purposes in an amount not to exceed $100.0 million at any time outstanding;

(11) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Company or to any other Subsidiary of the Company or their assets (other than that Receivables Subsidiary and its assets and, as to the Company or any Subsidiary of the Company, other than pursuant to representations, warranties, covenants and indemnities customary for those transactions) and is not guaranteed by the Company or any other Subsidiary of the Company (other than that Receivables Subsidiary);

(12) the incurrence by the Company and any Restricted Subsidiary of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business of the Company or that Restricted Subsidiary, as the case may be;

(13) Indebtedness incurred by the Company or any of its Restricted Subsidiaries consisting of advances received in the ordinary course of business for cash management purposes from any Unrestricted Subsidiary;

(14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof;

(15) start-up working capital advances from Unilever to the Company or any of its Subsidiaries pursuant to the Sales Agency Agreement;

(16) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that the Indebtedness is extinguished within five business days of incurrence; and

(17) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or, with respect to Indebtedness issued at a discount, the original principal amount at the date of incurrence) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (17), not to exceed $10.0 million.

For purposes of determining compliance with this Section 4.09:

  (1) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company shall be permitted to (a) classify that item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.09 and (b) after the incurrence of any Permitted Indebtedness pursuant to the provisions described in this Section 4.09(b), reclassify such Indebtedness to any other type of Permitted

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Indebtedness permitted by the provisions described in this Section 4.09(b), provided, that the Indebtedness, at the time of reclassification, could have been incurred as such other type of Permitted Indebtedness;

(2) Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will be deemed to have been incurred on that date in reliance on the exception provided by clause (1) of the definition of Permitted Debt; and

(3) for purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of that Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness is incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if that Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and that refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of that refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of that refinancing Indebtedness does not exceed the principal amount of that Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which that refinancing Indebtedness is denominated that is in effect on the date of the refinancing.

Section 4.10    Asset Sales.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) the fair market value is determined in good faith by (a) the Company’s management, if the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of is less than or equal to $10.0 million, or (b) by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee, if the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of exceeds $10.0 million; and

(3) at least 75% of the consideration therefore received by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following shall be deemed to be cash:

(A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or that Restricted Subsidiary from further liability; and

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(B) any securities, notes or other obligations received by the Company or that Restricted Subsidiary from the transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or that Restricted Subsidiary into cash, to the extent of the cash received in that conversion.

Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

(3) to make a capital expenditure; or

(4) to acquire other long-term assets that are used or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, within five days thereof, the Company shall make an Asset Sale Offer to all Holders of Notes, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Holders of Notes shall be equal to 100% of the principal amount of Notes offered to be repurchased, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after the completion of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or 4.10, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those provisions of this Indenture by virtue of such conflict.

Section 4.11    Transactions with Affiliates.

(a) the Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement,

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understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction by the Company or that Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.11(a):

(1) any employment agreement, stock option plan or other compensation plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(2) transactions between or among the Company and/or its Restricted Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment;

(3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in, or controls, that Person

(4) payment of reasonable fees, expense reimbursements and customary indemnification, advances and similar agreements to directors and officers of Holdings, the Company or any of its Restricted Subsidiaries;

(5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company;

(6) transactions pursuant to any agreement in effect on the date of this Indenture as any such agreement may be amended from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to the Company or any Restricted Subsidiary;

(7) Restricted Payments that are permitted by the provisions of Section 4.07 hereof;

(8) loans or advances (but excluding commission, travel and similar advances) to employees of the Company and its Restricted Subsidiaries in the ordinary course of business of

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the Company or that Restricted Subsidiary, as the case may be, not to exceed $3.0 million per annum;

  (9) purchases and sales of raw materials, inventory and services in the ordinary course of business;

(10) transactions with Unilever or any of its Subsidiaries that are (a) entered into in the ordinary course of business or (b) pursuant to, contemplated by or entered into in connection with the Acquisition Agreement, any of the Ancillary Documents (as defined in the Acquisition Agreement), the Seller Note Indenture, or the Seller Note Registration Rights Agreement, in each case, as the same may be renewed, extended, amended or modified from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to the Company or any Restricted Subsidiary;

(11) transactions with S.C. Johnson & Son, Inc. or any of its Affiliates that are (a) entered into in the ordinary course of business or (b) pursuant to, contemplated by or entered into in connection with the Acquisition Agreement or any of the agreements set forth in Exhibit 1 to the Stockholders’ Agreement, in each case, as the same may be renewed, extended, amended or modified from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to the Company or any Restricted Subsidiary; and

(12) the acquisition of 100% of the assets or interests in certain non-separated foreign entities currently owned by S.C. Johnson & Son, Inc.

Section 4.12    Liens.

The Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness or trade payables upon any of their property or assets, now owned or hereafter acquired other than Permitted Liens.

Section 4.13    Business Activities.

The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to that extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14    Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer

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desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15    Offer to Repurchase Upon Change of Control.

(a)    Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such conflict.

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(b)    On the Change of Control Payment Date, the Company shall, to the extent lawful:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.

(c)    Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.

Section 4.16    Anti-Layering.

The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of that Guarantor and senior in any respect in right of payment to that Guarantor’s Subsidiary Guarantees.

Section 4.17    Additional Subsidiary Guarantees.

If any existing or newly acquired or created Subsidiary of the Company or any of its Subsidiaries that is not already a Guarantor (other than a Receivables Subsidiary) guarantees any Indebtedness of the Company (other than intercompany Indebtedness of the Company) after the date of this Indenture, then that existing or newly acquired or created Subsidiary shall become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the Trustee within 10 Business Days of the date on which it guaranteed that Indebtedness; provided that this Section 4.17 does not apply to all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. The form of that Subsidiary Guarantee is attached as Exhibit E hereto.

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Section 4.18    Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 4.07(a) hereof or Permitted Investments, as determined by the Company. Such designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Section 4.19    Payments for Consent.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE 5.

SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); (2) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either:

(a) the Company is the surviving corporation; or

(b) the Person formed by or surviving any that consolidation or merger (if other than the Company) or to which that sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving that consolidation or merger (if other than the Company) or the Person to which that sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after that transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving such consolidation or merger (if other than the Company), or to which that sale, assignment, transfer, conveyance or other

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disposition has been made will, on the date of that transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable Financial Covenant Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof.

In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Section 5.02    Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6.

DEFAULTS AND REMEDIES

Section 6.01    Events of Default.

Each of the following is an “Event of Default”:

(1) the Company defaults for 30 days in the payment when due of interest on, or Special Interest with respect to, the Notes whether or not prohibited by the subordination provisions of this Indenture;

(2) the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of this Indenture;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.07, 4.09, 4.10, 4.15 or 5.01 hereof, which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring the Company to remedy the default has been given to the Company in accordance with this Indenture;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in this Indenture or the Notes;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the

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Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default:

(A) is caused by a failure to pay at maturity principal of, or interest or premium, if any, on that Indebtedness (a “Payment Default”); or

(B) results in the acceleration of that Indebtedness prior to its express maturity, and, in each case, the principal amount of that Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(6) a final non-appealable judgment or judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries, which judgment or judgments are not paid, discharged or stayed for a period of 60 days; provided that the aggregate of all such undischarged judgments exceeds $25.0 million (exclusive of amounts covered by insurance other than self-insurance);

(7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(C) consents to the appointment of a custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) generally is not paying its debts as they become due; or

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

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and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9) except as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee.

Section 6.02    Acceleration.

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable immediately.

Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

If an Event of Default occurs on or after May 15, 2007 by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to May 15, 2007, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Year	Percentage
2002	12.833	%
2003	11.229	%
2004	9.625	%
2005	8.021	%
2006	6.417	%

Section 6.03    Other Remedies.

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If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Special Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04    Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Special Interest, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then-outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05    Control by Majority.

Holders of a majority in principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06    Limitation on Suits.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

(1) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in principal amount of the then-outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(5) during such 60-day period the Holders of a majority in principal amount of the then-outstanding Notes do not give the Trustee a direction inconsistent with the request.

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A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07    Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08    Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09    Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10    Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First:    to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

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Second:    to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium and Special Interest, if any and interest, respectively; and

Third:    to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11    Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then-outstanding Notes.

ARTICLE 7.

TRUSTEE

Section 7.01    Duties of Trustee.

(a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)    Except during the continuance of an Event of Default:

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereunder to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture.

(c)    The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

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(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)    Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e)    No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02    Rights of Trustee.

(a)    The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)    Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)    The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)    The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)    Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)    The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;

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(h)    The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed by the Trustee to act hereunder.

(i)    The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03    Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04    Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05    Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06    Reports by Trustee to Holders of the Notes.

(a)    Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

(b)    A copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

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Section 7.07    Compensation and Indemnity.

(a)    The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)    The Company and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilities, claims, damages or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any of the Guarantors of their respective obligations hereunder. The Company or such Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantors need pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

(c)    The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

(d)    To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

(e)    When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)    The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08    Replacement of Trustee.

(a)    A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)    The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then-outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

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(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c)    If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then-outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)    If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then-outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

(e)    If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)    A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09    Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10    Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

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Section 7.11    Preferential Collection of Claims Against Company.

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02    Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on the Notes when these payments are due from the trust referred to in Section 8.04 hereof;

(2) the Company’s obligations with respect to the Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03    Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4,16, 4.17, 4.18 and 4.19 hereof and clause (4) of Section

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5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Subsidiary Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and that Notes and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5) hereof shall not constitute Events of Default.

Section 8.04    Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, together with the interest or increment to accrue thereon (but without further reinvestment), in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on those outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether those Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon that Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of that Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of that Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of that deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to that deposit);

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(5) that Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06    Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Special Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times, The Wall Street Journal (national edition) and Luxemburger Wort, notice that such money remains unclaimed and that,

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after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.07    Reinstatement.

If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantor’s obligations under this Indenture and the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Special Interest, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder;

(3) to provide for the assumption of the Company’s or Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof;

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or

(7) to allow any Guarantor to execute a supplemental indenture and/or Subsidiary Guarantee with respect to the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and

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the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02    With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with the purchase of, or a tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes voting as a single class (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, the Notes. Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

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(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of or premium or Special Interest, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on the Notes;

(7) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;

(8) waive a redemption payment with respect to any Notes (other than a payment required by Section 4.10 or 4.15 hereof); or

(9) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture.

In addition, any amendment to, or waiver of, Article 10 hereof that adversely affects the rights of the Holders of Notes shall require the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes).

Section 9.03    Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

Section 9.04    Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05    Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

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Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06    Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be provided with and shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental Indenture is authorized or permitted by this Indenture.

ARTICLE 10.

SUBORDINATION

Section 10.01    Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full in cash of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt. The Obligations of each Guarantor under its Subsidiary Guarantee shall be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company.

Section 10.02    Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors of the Company or any Guarantor in a liquidation or dissolution of the Company or any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or any Guarantor or their respective property or in an assignment for the benefit of creditors or any marshaling of the Company’s or any Guarantor’s assets and liabilities:

(1) holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest accruing on or after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is allowed in such proceeding) before the Holders of Notes shall be entitled to receive any payment with respect to the Notes and Subsidiary Guarantees (except such Holders of Notes may receive and retain Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof); and

(2) until all Obligations with respect to Senior Debt (as provided in clause (1) above) are paid in full in cash, any distribution to which Holders would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear.

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Section 10.03    Default on Designated Senior Debt.

(a)    The Company and the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes or the Subsidiary Guarantees and may not acquire from the Trustee or any Holder any Notes for cash or property (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash if:

(1) payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Designated Senior Debt; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of the holders of any Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium and Special Interest, if any, and interest on the Notes that have come due (other than any payment in respect of which the Payment Blockage Notice is given) have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice.

(b)    The Company and the Guarantors may and shall resume payments on and distributions in respect of the Notes and Subsidiary Guarantees:

(1) in the case of a payment default, upon the date upon which that default is cured or waived, and

(2) in the case of a nonpayment default, upon the earlier of the date on which that nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Section 10.04    Acceleration of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 10.05    When Distribution Must Be Paid Over.

In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes or Subsidiary Guarantees (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee, has actual

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knowledge that such payment is prohibited by Section 10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 10.06    Notice by Company.

The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes or the Subsidiary Guarantees to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes or the Subsidiary Guarantees to the Senior Debt as provided in this Article 10.

Section 10.07    Subrogation.

After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

Section 10.08    Relative Rights.

This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture shall:

(1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest and Special Interest, if any, on the Notes in accordance with their terms;

(2) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(3) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

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If the Company fails because of this Article 10 to pay principal of, premium or interest or Special Interest, if any, on a Note on the due date, the failure is still a Default or Event of Default.

Section 10.09    Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes and the Subsidiary Guarantees may be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

Section 10.10    Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11    Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10. Only the Company or a Representative may give the notice. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 10.12    Authorization to Effect Subordination.

Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

Section 10.13    Amendments.

The provisions of this Article 10 may not be amended or modified without the written consent of the holders of all Senior Debt. In addition, any amendment to, or waiver of, the provisions of this Article

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10 that adversely affects the rights of the Holders of the Notes shall require the consent of the Holders of at least 75% in aggregate principal amount of Notes then outstanding.

Section 10.14    Trustee Not Fiduciary for Holders of Senior Debt

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Company or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee.

ARTICLE 11.

SUBSIDIARY GUARANTEES

Section 11.01    Guarantee.

(a)    Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium and Special Interest, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)    The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)    If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the

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Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)    Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 11.02    Subordination of Subsidiary Guarantee.

The Obligations of each Guarantor under its Subsidiary Guarantee pursuant to this Article 11 shall be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03    Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04    Execution and Delivery of Subsidiary Guarantee.

To evidence its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit E hereto shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

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If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds such office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

In the event that any existing or newly acquired or created Subsidiary of the Company or any of its Subsidiaries that is not already a Guarantor (other than a Receivables Subsidiary) guarantees any Indebtedness of the Company (other than intercompany Indebtedness of the Company) after the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause that existing or newly acquired or created Subsidiary to comply with the provisions of Section 4.17 hereof and this Article 11, to the extent applicable.

Section 11.05    Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not that Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, its Subsidiary Guarantees and the Registration Rights Agreement on the terms set forth herein or therein; and

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a

85

Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 11.06    Releases Following Sale of Assets.

In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

In the event that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be released and relieved from any obligations under its Subsidiary Guarantee; provided that such designation is in accordance with the applicable provisions of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation was made by the Company in accordance with the terms of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Company in order to evidence the release of such Guarantor from its obligations under its Subsidiary Guarantee.

Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12.

SATISFACTION AND DISCHARGE

Section 12.01    Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(a) all Notes that have been authenticated except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of

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redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, together with the interest or increment to accrue thereon (but without consideration of any further reinvestment), to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of that deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions of Section 12.02 and Section 8.06 will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02    Application of Trust Money.

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 13.

MISCELLANEOUS

Section 13.01    Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA § 318(c), the imposed duties shall control.

Section 13.02    Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

Telecopier No.: (262) 631-4249

Attention: General Counsel

With a copy to:

Jones, Day, Reavis & Pogue

77 West Wacker

Chicago, Illinois 60601-1692

Telecopier No.: (312) 782-8585

Attention: Elizabeth C. Kitslaar, Esq.

If to the Trustee:

BNY Midwest Trust Company

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Telecopier No.: (312) 827-8542

Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed

88

to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 13.03    Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04    Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05    Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

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Section 13.06    Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07    No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 13.08    Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09    Jurisdiction.

To the fullest extend permitted by applicable law, the Company irrevocably submits to the jurisdiction of any federal or state court in the City, County and State of New York, United States of America, in any suit or proceeding based on or arising under this Indenture (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court.

Section 13.10    No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.11    Successors.

All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.06.

Section 13.12    Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13    Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.14    Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

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SIGNATURES

Dated as of May 3, 2002

JOHNSONDIVERSEY, INC.
JOHNSON POLYMER, INC.
By:	/s/    MICHAEL J. BAILEY
	Name: Michael J. Bailey Title: Senior Vice President and Chief Financial Officer

DUBOIS INTERNATIONAL, INC.
By:	/s/    MICHAEL J. BAILEY
	Name: Michael J. Bailey Title: President

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Dated as of May 3, 2002

AUTO-C, LLC
INTEGRATED SANITATION MANAGEMENT, INC.
JD REAL ESTATE SUBSIDIARY, LLC
JOHNSON DIVERSEY CAYMAN, INC.
JOHNSON DIVERSEY PUERTO RICO, INC.
JOHNSON DIVERSEY SHAREHOLDINGS, INC.
JOHNSON DIVERSEY SUBSIDIARY #1 LLC
JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC.
PROFESSIONAL SHAREHOLDINGS, INC.
By:	/s/    JOANNE BRANDES
	Name: JoAnne Brandes Title: President

PRISM SANITATION MANAGEMENT, LLC
By:	/s/    JOANNE BRANDES
	Name: JoAnne Brandes Title: Secretary

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Dated as of May 3, 2002

CHEMICAL METHODS ASSOCIATES, INC.
CHEMICAL METHODS LEASCO, INC.
U S CHEMICAL CORPORATION
WHITEMIRE MICRO-GEN RESEARCH LABORATORIES, INC.
By:	/s/    DAVID C. QUAST
	Name: David C. Quast Title: Secretary

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Dated as of May 3, 2002

THE BUTCHER COMPANY
JWP INVESTMENTS, INC.
By:	/s/    LUIS F. MACHADO
	Name: Luis F. Machado Title: Vice President and Secretary

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Dated as of May 3, 2002

BNY MIDWEST TRUST COMPANY
By:	/s/    ROXANNE J. ELLWANGER
	Name: Roxanne J. Ellwanger Title: Assistant Vice President

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SCHEDULE I

SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Indenture as of the date of the Indenture:

Auto-C, LLC

Chemical Methods Associates, Inc.

Chemical Methods Leasco, Inc.

DuBois International, Inc.

Integrated Sanitation Management, Inc.

JD Real Estate Subsidiary, LLC

Johnson Diversey Cayman, Inc.

Johnson Diversey Puerto Rico, Inc.

Johnson Diversey Shareholdings, Inc.

Johnson Diversey Subsidiary #1 LLC

Johnson Polymer, Inc.

Johnson Wax Diversey Shareholdings, Inc.

JWP Investments, Inc.

Prism Sanitation Management, LLC

Professional Shareholdings, Inc.

The Butcher Company

U S Chemical Corporation

Whitmire Micro-Gen Research Laboratories, Inc.

I-1

EXHIBIT A1

[Face of Note]

CUSIP            

Common Code            

ISIN             

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

No.                     $                             

JOHNSONDIVERSEY, INC.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of                                                                                                                                                                    

Dollars on May 15, 2012.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated: May 3, 2002

JOHNSONDIVERSEY, INC.

By:

Name:

Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

BNY MIDWEST TRUST COMPANY, as Trustee
By:
	Authorized Signatory

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[Back of Note]

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)    Interest.    JohnsonDiversey, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.625% per annum from May 3, 2002 until maturity and shall pay the Special Interest, if any, payable pursuant to Section 2(c) of the Registration Rights Agreement referred to below. The Company shall pay interest and Special Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 15, 2002. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2)    Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office of the Paying Agent or, subject to applicable laws and regulations, at the office of the Paying Agent in Luxembourg. Payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on all Notes. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)    Paying Agent and Registrar.    Initially, BNY Midwest Trust Company, the Trustee under the Indenture, will act as principal Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A. shall initially act as an additional Paying Agent in Luxembourg. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4)    Indenture.    The Company issued the Notes under an Indenture dated as of May 3, 2002 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the

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Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company.

(5)    Optional Redemption.

(a) Except as set forth in subparagraph (b) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 15, 2007. Thereafter, the Company shall have the option to redeem at any time or from time to time the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2007	104.813	%
2008	103.208	%
2009	101.604	%
2010 and thereafter	100.000	%

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of that redemption (excluding Notes held by the Company and its Subsidiaries) and occurs within 45 days of the date of the closing of that Equity Offering.

(6)    Mandatory Redemption.

The Company shall not be required to make mandatory redemption payments with respect to the Notes.

(7)    Repurchase at Option of Holder.

(a) If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or a Subsidiary consummates one or more Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions

A1-3

similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

(8)    Notice of Redemption.    Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

(9)    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes.

(11)    Amendment, Supplement and Waiver.    Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, to provide

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for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

(12)    Defaults and Remedies.    Events of Default include: (i) default for 30 days in the payment when due of interest or Special Interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture, which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring the Company to remedy the default has been given to the Company in accordance with the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries which default results in the acceleration of that Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to specified limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Special Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying that Default or Event of Default.

(13)    Subordination.    Payment of principal, interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

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(14)    Trustee Dealings with Company.    The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(15)    No Recourse Against Others.    A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, shall not have any liability for any obligations of the Company or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(16)    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)    Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.    In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Dollar Registration Rights Agreement dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19)    CUSIP Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

Telecopier No.: (262) 631-4249

Attention: General Counsel

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EXHIBIT A1

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                   

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                            

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                                                          

Your Signature:                                                                     

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                                                          

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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EXHIBIT A1

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨    Section 4.10 ¨    Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$                                          

Date:                                             

Your Signature:                                                                     

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                                              

Signature Guarantee*:                                                                    

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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EXHIBIT A1

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

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[EXHIBIT A2]

[Face of Regulation S Temporary Global Note]

CUSIP            

Common Code            

ISIN             

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

No.                     $                             

JOHNSONDIVERSEY, INC.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of                                                              

Dollars on May 15, 2012.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated: May 3, 2002

JOHNSONDIVERSEY, INC.

By:

Name:

Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

BNY MIDWEST TRUST COMPANY, as Trustee
By:
	Authorized Signatory

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[Back of Regulation S Temporary Global Note]

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF JOHNSONDIVERSEY, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN

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ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)    Interest.    JohnsonDiversey, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.625% per annum from May 3, 2002 until maturity and shall pay the Special Interest, if any, payable pursuant to Section 2(c) of the Registration Rights Agreement referred to below. The Company shall pay interest and Special Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 15, 2002. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

(2)    Method Of Payment.    The Company shall pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office of the Paying Agent or, subject to applicable laws and regulations, at the office of the Paying Agent in Luxembourg. Payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on all Notes. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)    Paying Agent And Registrar.    Initially, BNY Midwest Trust Company, the Trustee under the Indenture, will act as principal Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A. shall initially act as an additional Paying Agent in Luxembourg. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4)    Indenture.    The Company issued the Notes under an Indenture dated as of May 3, 2002 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to

A2-3

the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company.

(5)    Optional Redemption.

(a) Except as set forth in subparagraph (b) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 15, 2007. Thereafter, the Company shall have the option to redeem at any time or from time to time the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2007	104.813	%
2008	103.208	%
2009	101.604	%
2010 and thereafter	100.000	%

(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date; with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of that redemption (excluding Notes held by the Company and its Subsidiaries) and occurs within 45 days of the date of the closing of that Equity Offering.

(6)    Mandatory Redemption.

The Company shall not be required to make mandatory redemption payments with respect to the Notes.

(7)    Repurchase at Option of Holder.

(a) If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Company or a Subsidiary consummates one or more Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions

A2-4

similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

(8)    Notice Of Redemption.    Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

(9)    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes.

(11)    Amendment, Supplement And Waiver.    Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, to provide

A2-5

for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

(12)    Defaults And Remedies.    Events of Default include: (i) default for 30 days in the payment when due of interest or Special Interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture, which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring the Company to remedy the default has been given to the Company in accordance with the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries which default results in the acceleration of that Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to specified limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Special Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying that Default or Event of Default.

(13)    Subordination.    Payment of principal, interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

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(14)    Trustee Dealings With Company.    The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(15)    No Recourse Against Others.    A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, shall not have any liability for any obligations of the Company or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(16)    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)    Additional Rights Of Holders Of Restricted Global Notes And Restricted Definitive Notes.    In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Dollar Registration Rights Agreement dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19)    Cusip Numbers.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

Telecopier No.: (262) 631-4249

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint             to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date :                                 

Your Signature:                                                         

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨    Section 4.10 ¨    Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

$            

Date:             

Your Signature:                                                  

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                         

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian

A2-1

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

BNY Midwest Trust Company

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Re: 9.625 % Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of May 3, 2002 (the “Indenture”), among JohnsonDiversey, Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and BNY Midwest Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

            , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $             in such Note[s] or interests (the “Transfer”), to              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.    ¨    Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A.    The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.    ¨    Check if Transferee will take delivery of a beneficial interest in the Temporary Regulation S Global Note, the Regulation S Global Note or a Definitive Note pursuant to Regulation S.    The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed

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transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.    ¨    Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.    The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)    ¨    such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)    ¨    such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)    ¨    such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)    ¨    such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Definitive Notes and in the Indenture and the Securities Act.

4.    ¨    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)    ¨    Check if Transfer is pursuant to Rule 144.    (i)    The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement

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Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)    ¨    Check if Transfer is Pursuant to Regulation S.    (i)    The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)    ¨    Check if Transfer is Pursuant to Other Exemption.    (i)    The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]

By:
	Name:
	Title:

Dated:                    

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ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨    a beneficial interest in the:

(i) ¨    144A Global Note (CUSIP         ) (Common Code             ) (ISIN             ), or

(ii) ¨    Regulation S Global Note (CUSIP             ) (Common Code             ) (ISIN             ), or

(iii) ¨    IAI Global Note (CUSIP             ) (Common Code             ) (ISIN             ); or

(b) ¨    a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨    a beneficial interest in the:

(i) ¨    144A Global Note (CUSIP             ) (Common Code             ) (ISIN             ), or

(ii) ¨    Regulation S Global Note (CUSIP             ) (Common Code             ) (ISIN             ), or

(iii) ¨    IAI Global Note (CUSIP             ) (Common Code             ) (ISIN             ); or

(iv) ¨    Unrestricted Global Note (CUSIP             ) (Common Code             ) (ISIN                 ); or

(b) ¨    a Restricted Definitive Note; or

(c) ¨    an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

BNY Midwest Trust Company

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Re: 9.625 % Senior Subordinated Notes due 2012

(CUSIP             )(Common Code             )(ISIN             )

Reference is hereby made to the Indenture, dated as of May 3, 2002 (the “Indenture”), among JohnsonDiversey, Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and BNY Midwest Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $             in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.    Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)    ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.    In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)    ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.    In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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(c)    ¨    Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.    In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)    ¨    Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.    In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.    Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)    ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.    In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)    ¨    Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.    In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨144A Global Note, ¨Regulation S Global Note, ¨IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                    

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EXHIBIT D

FORM OF CERTIFICATE FROM  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

BNY Midwest Trust Company

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Re: 9.625% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of May 3, 2012 (the “Indenture”), among JohnsonDiversey, Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and BNY Midwest Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $             aggregate principal amount of:

(a) ¨    a beneficial interest in a Global Note, or

(b) ¨    a Definitive Note,

we confirm that:

1.    We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.    We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

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3.    We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.    We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.    We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]

By:
	Name:
	Title:

Date:                       

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EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of May 3, 2002 (the “Indenture”) among JohnsonDiversey, Inc., (the “Company”), the Guarantors listed on Schedule I thereto and BNY Midwest Trust Company, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

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EXHIBIT F

[FORM OF SUPPLEMENTAL INDENTURE  TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of             , 200            , among              (the “Guaranteeing Subsidiary”), a subsidiary of              (or its permitted successor), a [Delaware] corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and             , as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 3, 2002 providing for the issuance of 9.625% Senior Subordinated Notes due 2012 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.    Capitalized Terms.    Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    Agreement to Guarantee.    The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that:

(i) the principal of, and premium and Special Interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so

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guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d) This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance.

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3.    Execution And Delivery.    Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

4.    Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

(a) The Guaranteeing Subsidiary may not sell or otherwise dispose of all substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor unless:

(i) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(ii) either (A) subject to Section 11.06 of the Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture, its Subsidiary Guarantees and the Registration Rights Agreement on the terms set forth herein or therein; or (B) the Net Proceeds of that sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation, Section 4.10 thereof.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

5.    Releases.

(a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the

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Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

(b) In the event that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be released and relieved from any obligations under its Subsidiary Guarantee; provided that such designation is in accordance with the applicable provisions of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation was made by the Company in accordance with the terms of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

(c) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture.

6.    No Recourse Against Others.    No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

7.    NEW YORK LAW TO GOVERN.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8.    Counterparts.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9.    Effect of Headings.    The Section headings herein are for convenience only and shall not affect the construction hereof.

F-4

10.    The Trustee.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:             , 20            

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:

JOHNSONDIVERSEY, INC.
By:
	Name:
	Title:

[EXISTING GUARANTORS]
By:
	Name:
	Title:

BNY MIDWEST TRUST COMPANY, AS TRUSTEE
By:
	Authorized Signatory

F-6

EX-4.2

Exhibit 4.2

EXECUTION COPY

JOHNSONDIVERSEY, INC.

and each of the Guarantors named herein

€225,000,000

SERIES A AND SERIES B 

9.625% SENIOR SUBORDINATED NOTES DUE 2012

INDENTURE

Dated as of May 3, 2002

The Bank of New York

Trustee

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	13.03
(c)	13.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06; 7.07
(c)	7.06; 13.02
(d)	7.06
314(a)	4.03;13.02; 13.05
(b)	N.A.
(c)(1)	13.04
(c)(2)	13.04
(c)(3)	N.A.
(d)	N.A.
(e)	13.05
(f)	N.A.
315(a)	7.01
(b)	7.05,13.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.04
318(a)	13.01
(b)	N.A.
(c)	13.01

N.A. means not applicable.

* This Cross Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions.	1
Section 1.02	Other Definitions.	24
Section 1.03	Incorporation by Reference of Trust Indenture Act.	24
Section 1.04	Rules of Construction.	25
ARTICLE 2. THE NOTES
Section 2.01	Form and Dating.	25
Section 2.02	Execution and Authentication.	26
Section 2.03	Registrar and Paying Agent.	27
Section 2.04	Paying Agent to Hold Money in Trust.	27
Section 2.05	Holder Lists.	27
Section 2.06	Transfer and Exchange.	27
Section 2.07	Replacement Notes.	39
Section 2.08	Outstanding Notes.	39
Section 2.09	Treasury Notes.	40
Section 2.10	Temporary Notes.	40
Section 2.11	Cancellation.	40
Section 2.12	Defaulted Interest.	40
Section 2.13	Additional Notes	41
Section 2.14	Common Code Numbers	41
ARTICLE 3. REDEMPTION AND PREPAYMENT
Section 3.01	Notices to Trustee.	41
Section 3.02	Selection of Notes to Be Redeemed or Purchased.	42
Section 3.03	Notice of Redemption.	42
Section 3.04	Effect of Notice of Redemption.	43
Section 3.05	Deposit of Redemption or Purchase Price.	43
Section 3.06	Notes Redeemed or Purchased in Part.	43
Section 3.07	Optional Redemption.	44
Section 3.08	Mandatory Redemption.	44
Section 3.09	Offer to Purchase by Application of Excess Proceeds.	44
ARTICLE 4. COVENANTS
Section 4.01	Payment of Notes.	46
Section 4.02	Maintenance of Office or Agency.	46
Section 4.03	Reports.	47
Section 4.04	Compliance Certificate.	47
Section 4.05	Taxes.	48
Section 4.06	Stay, Extension and Usury Laws.	48
Section 4.07	Restricted Payments.	48

i

Section 4.08	Dividend and Other Payment Restrictions Affecting Subsidiaries.	51
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock.	53
Section 4.10	Asset Sales.	56
Section 4.11	Transactions with Affiliates.	57
Section 4.12	Liens.	59
Section 4.13	Business Activities.	59
Section 4.14	Corporate Existence.	59
Section 4.15	Offer to Repurchase Upon Change of Control.	59
Section 4.16	Anti-Layering	61
Section 4.17	Additional Subsidiary Guarantees	61
Section 4.18	Designation of Restricted and Unrestricted Subsidiaries	61
Section 4.19	Payments for Consent.	62
.
ARTICLE 5 SUCCESSORS
Section 5.01	Merger, Consolidation, or Sale of Assets.	62
Section 5.02	Successor Corporation Substituted.	63
.
ARTICLE 6 DEFAULTS AND REMEDIES
Section 6.01	Events of Default.	63
Section 6.02	Acceleration.	65
Section 6.03	Other Remedies.	65
Section 6.04	Waiver of Past Defaults.	66
Section 6.05	Control by Majority.	66
Section 6.06	Limitation on Suits.	66
Section 6.07	Rights of Holders of Notes to Receive Payment.	67
Section 6.08	Collection Suit by Trustee.	67
Section 6.09	Trustee May File Proofs of Claim.	67
Section 6.10	Priorities.	67
Section 6.11	Undertaking for Costs.	68
ARTICLE 7 TRUSTEE
Section 7.01	Duties of Trustee.	68
Section 7.02	Rights of Trustee.	69
Section 7.03	Individual Rights of Trustee.	70
Section 7.04	Trustee’s Disclaimer.	70
Section 7.05	Notice of Defaults.	70
Section 7.06	Reports by Trustee to Holders of the Notes.	70
Section 7.07	Compensation and Indemnity.	71
Section 7.08	Replacement of Trustee.	71
Section 7.09	Successor Trustee by Merger, etc.	72
Section 7.10	Eligibility; Disqualification.	72
Section 7.11	Preferential Collection of Claims Against Company.	72
.
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance.	73
Section 8.02	Legal Defeasance and Discharge.	73
Section 8.03	Covenant Defeasance.	73

ii

Section 8.04	Conditions to Legal or Covenant Defeasance.	74
Section 8.05	Deposited Money and EEA Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	75
Section 8.06	Repayment to Company.	75
Section 8.07	Reinstatement.	76
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes.	76
Section 9.02	With Consent of Holders of Notes.	77
Section 9.03	Compliance with Trust Indenture Act.	78
Section 9.04	Revocation and Effect of Consents.	78
Section 9.05	Notation on or Exchange of Notes.	78
Section 9.06	Trustee to Sign Amendments, etc.	79
ARTICLE 10. SUBORDINATION
Section 10.01	Agreement to Subordinate.	79
Section 10.02	Liquidation; Dissolution; Bankruptcy.	79
Section 10.03	Default on Designated Senior Debt.	79
Section 10.04	Acceleration of Notes.	80
Section 10.05	When Distribution Must Be Paid Over.	80
Section 10.06	Notice by Company.	81
Section 10.07	Subrogation.	81
Section 10.08	Relative Rights.	81
Section 10.09	Subordination May Not Be Impaired by Company.	82
Section 10.10	Distribution or Notice to Representative.	82
Section 10.11	Rights of Trustee and Paying Agent.	82
Section 10.12	Authorization to Effect Subordination.	82
Section 10.13	Amendments.	82
Section 10.14	Trustee Not Fiduciary for Holders of Senior Debt	82
ARTICLE 11. SUBSIDIARY GUARANTEES
Section 11.01	Guarantee.	83
Section 11.02	Subordination of Subsidiary Guarantee.	84
Section 11.03	Limitation on Guarantor Liability.	84
Section 11.04	Execution and Delivery of Subsidiary Guarantee.	84
Section 11.05	Guarantors May Consolidate, etc., on Certain Terms.	85
Section 11.06	Releases Following Sale of Assets.	85
ARTICLE 12. SATISFACTION AND DISCHARGE
Section 12.01	Satisfaction and Discharge.	86
Section 12.02	Application of Trust Money.	87
ARTICLE 13. MISCELLANEOUS
Section 13.01	Trust Indenture Act Controls.	87
Section 13.02	Notices.	88
Section 13.03	Communication by Holders of Notes with Other Holders of Notes.	88

iii

Section 13.04	Certificate and Opinion as to Conditions Precedent.	89
Section 13.05	Statements Required in Certificate or Opinion.	89
Section 13.06	Rules by Trustee and Agents.	89
Section 13.07	No Personal Liability of Directors, Officers, Employees and Stockholders.	89
Section 13.08	Governing Law.	90
Section 13.09	Jurisdiction	90
Section 13.10	No Adverse Interpretation of Other Agreements.	90
Section 13.11	Successors.	90
Section 13.12	Severability.	90
Section 13.13	Counterpart Originals.	90
Section 13.14	Table of Contents, Headings, etc.	90
	EXHIBITS
Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF SUBSIDIARY GUARANTEE
Exhibit F	FORM OF SUPPLEMENTAL INDENTURE

iv

INDENTURE dated as of May 3, 2002 among JohnsonDiversey, Inc., a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule 1 hereto (the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”).

The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 9.625% Series A Senior Subordinated Notes due 2012 (the “Series A Notes”) and the 9.625% Series B Senior Subordinated Notes due 2012 (the “Series B Notes” (or Exchange Notes) and, together with the Series A Notes, the “Notes”):

ARTICLE 1.  

DEFINITIONS AND INCORPORATION  

BY REFERENCE

Section 1.01     Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of that specified Person, whether or not that Indebtedness is incurred in connection with, or in contemplation of, that other Person’s merging with or into, or becoming a Subsidiary of, that specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Acquisition Agreement” means the Purchase Agreement, dated as of November 20, 2001, by and among Holdings, the Company and Conopco, Inc., a New York corporation, as amended by the First Amendment to the Purchase Agreement, dated as of February 11, 2002, and Second Amendment to the Purchase Agreement, dated as of April 5, 2002 and the Third Amendment to the Purchase Agreement, dated as of May 3, 2002.

“Additional Notes” means additional notes (other than the Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with that specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment.

1

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

“Ancillary Documents” shall have the meaning assigned to such term in the Acquisition Agreement.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, lease, conveyance, transfer or other disposition of any assets or rights, other than sales of inventory in the ordinary course of business consistent with past practices; provided that the sale, conveyance, transfer or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole will be governed by the provisions of Section 4.15 hereof and/or the provisions of Section 5.01 hereof and not by the provisions of Section 4.10 hereof; and

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1) any single transaction or series of related transactions that:

(a) involves assets having a fair market value of less than $5.0 million; or

(b) results in net proceeds to the Company and its Subsidiaries of less than $5.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary;

(4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

(5) the sale or other disposition of cash or Cash Equivalents;

(6) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary of the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (6), notes received in exchange for the transfer of accounts receivable and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay those notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction;

2

  (7) any sale or other transfer of assets in connection with plant closings as described in the Offering Circular under the caption “Offering Circular Summary—Strategy—Focus on Operating Efficiencies and Improving Margins”;

  (8) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

  (9) a Restricted Payment or Permitted Investment that is permitted by Section 4.07 hereof;

(10) the sale or grant of any license in the ordinary course of business to use the patents, trade secrets, know-how and or intellectual property of the Company or any of its Restricted Subsidiaries to the extent such license does not generally prohibit the Company or any of its Restricted Subsidiaries from using the technologies licensed or require the Company or any of its Restricted Subsidiaries to pay any fees for that use;

(11) the sale or other disposition in the ordinary course of business of obsolete or worn-out assets or assets that management determines are no longer necessary to operate the business; and

(12) the Whitmire Sale.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), that “person” will be deemed to have beneficial ownership of all securities that that “person” has the right to acquire by conversion or exercise of other securities, whether that right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

  (1) with respect to a corporation, the board of directors of the corporation;

  (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

  (3) with respect to any other Person, the board or committee of that Person serving a similar function.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

3

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) euros and United States dollars;

(2) securities issued or directly and fully guaranteed or insured by any of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States government or any agency or instrumentality of the foregoing (provided that the full faith and credit of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States, respectively, is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic or foreign commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services, Inc. and in each case maturing within six months after the date of acquisition of such commercial paper; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Cayman Subsidiary” means Johnson Diversey Cayman, Inc., a wholly owned Subsidiary of the Company organized under the laws of the Cayman Islands.

“Clearstream” means Clearstream Banking, S.A.

“Change of Control” means the occurrence of any of the following:

(1) the sale, conveyance, transfer or other disposition (other than by way of merger, amalgamation or consolidation) of all or substantially all of the properties or assets of Holdings,

4

the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than any member of the Johnson Family Group or any Guarantor, shall have occurred;

(2) the adoption of a plan relating to the liquidation or dissolution of either of Holdings or the Company;

(3) any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than any member of the Johnson Family Group, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all classes of the Voting Stock of Holdings or the Company, calculated on a fully diluted basis;

(4) at any time after a Public Market shall exist, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings or the Company (together with (a) any directors whose election or appointment by the Board of Directors of Holdings or the Company, as applicable, or whose nomination for election by the stockholders of Holdings or the Company, as applicable, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, (b) any directors whose election or appointment by the Board of Directors of Holdings or the Company, as applicable, or whose nomination for election by the stockholders of Holdings or the Company, as applicable, was approved by any member of the Unilever Group pursuant to the terms of the Stockholders’ Agreement or any member of the Johnson Family Group, and (c) any directors elected pursuant to the terms of any stockholders’ agreement among the stockholders of Holdings or the Company, as applicable) cease for any reason to constitute a majority of the Board of Directors of Holdings or the Company, as applicable, then in office; or

(5) the merger, amalgamation or consolidation of Holdings or the Company, as applicable, with or into another Person or the merger of another Person with or into Holdings or the Company, as applicable (each, a “Business Combination”), shall have occurred, and the securities of Holdings or the Company, as applicable, that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of Holdings or the Company, as applicable, are changed into or exchanged for cash, securities or property, unless pursuant to such transaction those securities are changed into or exchanged for, in addition to any other consideration, securities of the corporation or entity resulting from such Business Combination (including an entity which as a result of the Business Combination owns Holdings or the Company either directly or through one or more Subsidiaries) that represent immediately after giving effect to such transaction, greater than 50% of the outstanding Voting Stock of the corporation or entity resulting from such Business Combination (including an entity which as a result of the Business Combination owns Holdings or the Company either directly or through one or more Subsidiaries).

“Common Depositary” means The Bank of New York Depository (Nominees) Limited, its nominees and their respective successors and assigns, or such other depositary institution hereinafter appointed by the Company.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of that Person for that period, plus:

5

(1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent that losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on income or profits of that Person and its Restricted Subsidiaries for that period, to the extent that the provision for taxes was deducted in computing that Consolidated Net Income; plus

(3) consolidated interest expense of that Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing that Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of that Person and its Restricted Subsidiaries for that period to the extent that that depreciation, amortization and other non-cash expenses were deducted in computing that Consolidated Net Income; plus

(5) unrealized non-cash losses resulting from foreign currency balance sheet adjustments required by GAAP to the extent those losses were deducted in computing that Consolidated Net Income; plus

(6) all non-recurring adjustments used in connection with the calculation of Pro Forma EBITDA and Adjusted EBITDA as set forth in the Offering Circular under the caption “Unaudited Pro Forma and Historical Condensed Combined Financial Data” to the extent those adjustments are not fully reflected in the applicable period and continue to be applicable; minus

(7) non-cash items increasing that Consolidated Net Income for that period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Subsidiary of the Company will be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to the Company by that Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of that Person and its Restricted Subsidiaries for that period, on a consolidated basis, determined in accordance with GAAP; provided that:

6

(1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary or its stockholders unless such restriction to the payment of dividends has been permanently waived;

(3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of that acquisition will be excluded;

(4) the cumulative effect of a change in accounting principles will be excluded; and

(5) the Net Income (but not loss) of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Restricted Subsidiaries.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.

“Credit Agreement” means the Credit Agreement, dated as of May 3, 2002, by and among Holdings, the Company, the other borrowers thereunder, the several banks and other financial institutions or entities from time to time parties thereto, Citicorp USA, Inc., as Administrative Agent, Goldman Sachs Credit Partners, L.P., as Syndication Agent, and ABN AMRO Bank N.A., Bank One, NA, Royal Bank of Scotland plc, New York Branch and General Electric Capital Corporation, as Co-documentation Agents, including any related notes, collateral documents, letters of credit and documentation and guarantees and any appendices, exhibits or schedules to any of the foregoing as any or all of such agreements may be in effect from time to time, in each case, as any or all of such agreements (or any other agreement that renews, refunds, refinances, restructures, replaces, repays or extends any or all of such agreements) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

“Credit Facilities” means, one or more debt facilities (including, without limitation, facilities under the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as any or all of such facilities (or any other facility that renews, refunds, refinances, restructures, replaces, repays or extends any or all of such facilities) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

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“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Common Depositary or other depositary institution appointed by Euroclear and/or Clearstream and approved in writing by the Company .

“Designated Senior Debt” means:

(1) all Obligations under the Credit Agreement; and

(2) after payment in full of all Obligations under the Credit Agreement and termination of the commitments thereunder, any other Senior Debt permitted under this Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase that Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of that Capital Stock provide that the Company may not repurchase or redeem that Capital Stock pursuant to those provisions unless that repurchase or redemption complies with the provisions of Section 4.07 hereof.

“Dollar Exchange Notes” means the Dollar Notes issued in an exchange offer pursuant to Section 2.06(f) of the Dollar Indenture.

“Dollar Indenture” means the indenture, dated the date hereof, between the Company, the guarantors named therein and The Bank of New York, as trustee, governing the Dollar Notes.

“Dollar Notes” means the Company’s dollar-denominated 9.625% Senior Subordinated Notes due 2012, issued pursuant to the Dollar Indenture.

“Dollar Registration Rights Agreement” means the Dollar Registration Rights Agreement, dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time, and, with respect to any additional Dollar Notes issued under the Dollar Indenture, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of those additional Dollar Notes to register those additional Dollar Notes under the Securities Act.

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“Domestic Subsidiary” means any Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of the Company.

“EEA Government Obligations” means direct non-callable obligations of, or non-callable obligations guaranteed by, any European Union member for the payment of which obligations or guarantee the full faith and credit of the respective nation is pledged; provided that such nation has a credit rating at least equal to that of the highest rated member nation of the European Economic Area.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any underwritten public offering of common stock of Holdings or the Company; provided that with respect to any underwritten public offering of Holdings, the net proceeds of that offering are substantially concurrently contributed to the Company as cash.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Existing Indebtedness” means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of this Indenture, including the Indebtedness under the Receivables Purchase Agreement dated as of March 2, 2001, as amended or supplemented from time to time, among JWPR Corporation, as seller and servicer, the financial institutions party thereto, Falcon Asset Securitization Corporation and Bank One, NA (Main Office Chicago), as agent, until those amounts are repaid.

“Financial Covenant Period” means (a) if prior to the date on which the Company’s financial statements for the second quarter of 2003 are available, the Company’s most recently ended full fiscal quarter or quarters, as applicable, that commenced after the date of this Indenture for which internal financial statements are available immediately preceding the date on which the applicable Restricted Payment is made, additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued or (b) if after the date on which the Company’s financial statements for the second quarter of 2003 are available, the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which the applicable Restricted Payment is made, additional Indebtedness is incurred or Disqualified Stock or preferred stock is issued.

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of that Person and its Restricted Subsidiaries for that period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any

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deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations entered into with respect to interest rates; plus

(2) the consolidated interest of that Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is Guaranteed by that Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of that Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then-current combined federal, state and local statutory tax rate of that Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of that Person and its Restricted Subsidiaries for that period to the Fixed Charges of that Person and its Restricted Subsidiaries for that period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or that issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable Financial Covenant Period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the Financial Covenant Period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the Financial Covenant Period and Consolidated Cash Flow for that reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to those Fixed Charges will

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not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

“Foreign Subsidiaries” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in those other statements by any other entity that has been approved by a significant segment of the accounting profession, which are in effect from time to time.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A1 or A2 hereto issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2), which is required to be placed on all Global Notes issued under this Indenture.

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means each direct and indirect wholly owned Domestic Subsidiary (other than the Receivables Subsidiary), the Cayman Subsidiary and any other subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of this Indenture, and their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of that Person under any interest rate swap agreement, interest rate cap agreement and interest rate collar agreement, foreign currency exchange rate agreement, commodity price protection agreement or other agreement or arrangement designed to protect that Person against fluctuations in interest rates, foreign currency exchange rates or commodity prices.

“Holder” means a Person in whose name a Note is registered.

“Holdings” means Johnson Professional Holdings, Inc.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“Indebtedness” means, with respect to any specified Person, any indebtedness of that Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

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(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the first € 225,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investments” means, with respect to any Person, all direct or indirect investments by that Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to that sale or disposition, that Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of that sale or disposition equal to the fair market value of the Company’s Investments in that Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or that Restricted Subsidiary in that third Person in an amount equal to the fair market value of the Investments held by the acquired Person in that third Person in an amount determined as provided in the final paragraph of Section 4.07 hereof.

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“Johnson Family Group” means:

(1) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis or the spouse of any such descendant;

(2) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in clause (1) above; and

(3) an entity controlled directly or indirectly by one or more individuals or entities described in clauses (1) or (2) above.

“Joint Liabilities” means the Company’s obligations in respect of certain joint ERISA, environmental and product liability obligations of the Company and S.C. Johnson & Son, Inc., up to a maximum aggregate cash payment amount of $8.0 million.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at such place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of that asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and, except in connection with any Qualified Receivables Transaction, any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Net Income” means, with respect to any specified Person, the net income (loss) of that Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on that gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by that Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of that Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain (but not loss), together with any related provision for taxes on that extraordinary gain (but not loss).

“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to that Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of

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Indebtedness secured by a Lien on the asset or assets that were the subject of that Asset Sale and any reserve for adjustment in respect of the sale price of that asset or assets established in accordance with GAAP.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Circular” means that certain offering circular, dated as of April 29, 2002, used by the Company in connection with the offering of the Notes and the Dollar Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of Section 13.05 hereof.

“Opinion of Counsel” means an opinion from legal counsel that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Participant” means, with respect to Euroclear or Clearstream, a Person who has an account with Euroclear or Clearstream.

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“Permitted Business” means the businesses engaged in by the Company and its Restricted Subsidiaries on the date of this Indenture and/or activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Company and its Restricted Subsidiaries are engaged on the date of this Indenture.

“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of that Investment:

(a) that Person becomes a Restricted Subsidiary of the Company; or

(b) that Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;

(5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(6) any Investments received in compromise of obligations incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(7) Hedging Obligations;

(8) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by that Receivables Subsidiary to effect that Qualified Receivables Transaction; and any other Investment by the Company or a Subsidiary of the Company in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction; provided, that the other Investment is in the form of a note or other instrument that the Receivables Subsidiary or other Person is required to repay as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction;

(9) any Investments in joint ventures having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (9) since the date of this Indenture not to exceed $25.0 million;

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(10) advances with respect to ordinary course receivables made by the Company or any of its Restricted Subsidiaries to Unilever pursuant to the Sales Agency Agreement;

(11) any Investments in endorsements of negotiable instruments and similar negotiable documents in the ordinary course of business; and

(12) any Investments existing on the date of this Indenture.

“Permitted Junior Securities” means:

  (1) Equity Interests in the Company or any Guarantor; or

  (2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Debt under this Indenture and that have a stated maturity after (and do not provide for scheduled principal payments prior to) the stated maturity of any Senior Debt and any debt securities issued in exchange for Senior Debt;

provided, however, that, if such Equity Interests or debt securities are distributed in a bankruptcy or insolvency proceeding of the Company or any Guarantor, such Equity Interests or debt securities are distributed pursuant to a plan of reorganization.

“Permitted Liens” means:

  (1) Liens securing Senior Debt (and intercompany loans pledged as security for Senior Debt) that was permitted by the terms of this Indenture to be incurred;

  (2) Liens in favor of the Company or the Guarantors;

  (3) Liens on property of a Person existing at the time that Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that those Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

  (4) Liens on property existing at the time of acquisition of the property by the Company or any Restricted Subsidiary of the Company, provided that those Liens were in existence prior to the contemplation of that acquisition;

  (5) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of Section 4.09 hereof covering only the assets acquired with that Indebtedness;

  (6) Liens existing on the date of this Indenture;

  (7) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

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(8) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $10.0 million at any one time outstanding;

(9) Liens to secure Indebtedness permitted by clause (10) of the second paragraph of Section 4.09 hereof;

(10) Liens on assets of the Company or a Receivables Subsidiary incurred in connection with a Qualified Receivables Transaction;

(11) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries;

(12) Liens to secure Hedging Obligations permitted under Section 4.09 hereof;

(13) Liens securing Permitted Refinancing Indebtedness, provided that those Liens do not extend to or cover any assets or property other than the collateral securing the Indebtedness to be refinanced;

(14) Liens arising by operation of law in connection with judgments, which do not give rise to an Event of Default with respect thereto;

(15) Liens of carriers, warehousemen, mechanics, vendors (solely to the extent arising by operation of law), laborers and materialmen incurred in the ordinary course of business for sums not yet due or being contested in good faith, if reserves or other appropriate provision shall have been made therefor;

(16) easements, rights of way, zoning restrictions and other similar encumbrances or title defects that do not materially detract from the value of the property or the assets subject thereto or interfere with the ordinary conduct of the business of the Company and it Subsidiaries, taken as a whole;

(17) encumbrances arising under leases or subleases of real property that do not, in the aggregate over all such encumbrances, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(18) pledges or deposits securing:

(i) the performance of bids, tenders, leases or contracts (other than for the repayment of borrowed money) or leases to which the Company or any of its Restricted Subsidiaries is a party as lessee made in the ordinary course of business;

(ii) indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money);

(iii) public or statutory obligations or surety, custom or appeal bonds; or

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(iv) indemnity, performance or other similar bonds in the ordinary course of business;

(19) Liens arising from any transactions pursuant to, contemplated by or in connection with the Acquisition Agreement or any of the Ancillary Documents (as defined in the Acquisition Agreement), in each case, as the same may be renewed, extended, or modified from time to time in any manner not materially less favorable to holders of the Notes; and

(20) Liens in favor of S.C. Johnson & Son, Inc. securing the Joint Liabilities.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  (1) the principal amount (or accreted value, if applicable) of that Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

  (2) the Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

  (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, that Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

  (4) the Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“Public Market” means any time after:

  (1) an Equity Offering has been consummated; and

  (2) at least 15% of the total issued and outstanding common stock of Holdings or the Company, as applicable, has been distributed by means of an effective registration statement under the Securities Act.

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“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing those accounts receivable, all contracts and all guarantees or other obligations in respect of those accounts receivable, proceeds of those accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Receivables Subsidiary” means JWPR Corporation, a Nevada corporation and wholly owned Subsidiary of CMI, and any other Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which (i) is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction), (ii) is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction or (iii) subjects any property or asset of the Company or any Subsidiary of the Company (other than accounts receivable and related assets as provided in the definition of “Qualified Receivables Transaction”), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction, (b) with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable and (c) with which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve specified levels of operating results. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that the designation complied with the foregoing conditions.

“Registration Rights Agreement” means the Euro Registration Rights Agreement, dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time, and, with respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

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“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“Representative” means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Designated Senior Debt.

“Responsible Officer,” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated the Securities Act.

“Sales Agency Agreement” means the master sales agency agreement, dated November 20, 2002, by and between Unilever and the Company.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Notes” means the Senior Discount Notes due 2013 of Johnson Professional Holdings, Inc., issued pursuant to the Seller Notes Indenture and outstanding on the date of this Indenture, and any Exchange Notes and Special Interest Notes (as such terms are defined in the Seller Notes Indenture) issued pursuant to the Seller Notes Indenture after the date of this Indenture, as the terms of the Seller

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Notes and/or the Seller Notes Indenture may be amended or modified from time to time and as such Seller Notes may be renewed, refunded, replaced or refinanced from time to time; provided that any such amendment, modification, renewal, refunding, replacement or refinancing (1) does not provide for cash interest payments on the Seller Notes in an amount greater than the cash interest payment provided by the terms of the Seller Notes as in effect on the date of this Indenture and (2) provides that the Seller Notes have a final maturity date later than the final maturity date of, and have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Seller Notes as in effect on the date of this Indenture.

“Seller Notes Indenture” means the Indenture with respect to the Seller Notes between Holdings and BNY Midwest Trust Company, as trustee, dated as of the date of this Indenture.

“Seller Notes Registration Rights Agreement” means the Registration Rights Agreement with respect to the Seller Notes between Unilever and Holdings, dated as of the date of this Indenture and any exchange and registration rights agreement that Holdings is required to enter into thereunder with respect to the Seller Notes.

“Senior Debt” means:

(1) all Indebtedness of the Company or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto;

(2) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which that Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

(3) all Obligations with respect to the items listed in the preceding clauses (1) and (2) (including, without limitation, all interest accruing on or after the commencement of any bankruptcy proceeding at the rate specified in the applicable Indebtedness, whether or not such interest is allowed in such proceeding).

Notwithstanding anything to the contrary in the preceding, Senior Debt will not include:

(1) any liability for federal, state, local or other taxes owed or owing by the Company;

(2) any intercompany Indebtedness of the Company or any of its Subsidiaries to the Company or any of its Affiliates;

(3) any trade payables; or

(4) the portion of any Indebtedness that is incurred in violation of this Indenture.

To the extent that any payment of Senior Debt (whether by or on behalf of the Company, as proceeds of security or enforcement or any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Debt or part thereof originally intended to be satisfied will be deemed to be reinstated and outstanding as if such payment had not occurred.

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“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect from time to time.

“Special Interest” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing that Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders’ Agreement” means that certain stockholders’ agreement, dated as of May 3, 2002, by and among Holdings, Commercial Markets Holdco, Inc. and Marga B.V., an indirect, wholly owned subsidiary of Unilever N.V.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership:

(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of that Person; or

(b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means the Guarantee by each Guarantor of the Company’s payment obligations under this Indenture and on the Notes, executed pursuant to the provisions of this Indenture.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA.

“Trustee” means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unilever” means Unilever N.V., Unilever PLC and their respective Affiliates.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

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“Unrestricted Global Note” means a permanent global Note substantially in the form of Exhibit A1 attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary or its nominee, representing a series of Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means any Subsidiary of the Company or any successor to any of them that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution by the Board of Directors, but only to the extent that the Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of such agreement, contract, arrangement or understanding are no less favorable to the Company or that Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries; and

(5) has at least one director on its Board of Directors that is not a director or executive officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of the Company or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that that designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of that Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of that date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that the designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of that Unrestricted Subsidiary and the designation shall only be permitted if (1) that Indebtedness is permitted under Section 4.09 hereof, calculated on a pro forma basis as if that designation had occurred at the beginning of the reference period; and (2) no Default or Event of Default would be in existence following the designation.

“U.S. Person” means a U.S. Person as defined in Rule 902(o) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of that Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then-outstanding principal amount of such Indebtedness.

“Whitmire Sale” means the sale of all or substantially all of the assets or Voting Stock of Whitmire Micro-Gen Research Laboratories, Inc.

Section 1.02     Other Definitions.

Term	Defined in Section
“Affiliate Transaction”	4.11
“Asset Sale Offer”	3.09
“Authentication Order”	2.02
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Legal Defeasance”	8.02
“Offer Amount”	3.09
“Offer Period”	3.09
“Paying Agent”	2.03
“Permitted Debt”	4.09
“Purchase Date”	3.09
“Registrar”	2.03
“Restricted Payments”	4.07

Section 1.03     Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

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“obligor” on the Notes and the Subsidiary Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Subsidiary Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them.

Section 1.04     Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions; and

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.

ARTICLE 2.

THE NOTES

Section 2.01     Form and Dating.

(a)    General.     The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A1 or A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of €1,000 and integral multiples thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b)    Global Notes.     Notes issued in global form shall be substantially in the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A1 attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to

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reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c)    Temporary Global Notes.    Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(2) an Officers’ Certificate from the Company.

Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d)    Euroclear and Clearstream Procedures Applicable.    The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Global Notes that are held by Participants through Euroclear or Clearsteam.

Section 2.02    Execution and Authentication.

One Officer must sign the Notes for the Company by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee shall, upon receipt of a written order of the Company signed by any Officer (an “Authentication Order”), authenticate Notes for original issue up to € 225,000,000 in aggregate principal amount of the Notes.

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The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03    Registrar and Paying Agent.

The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints the Trustee to act as the Registrar and Paying Agent at its offices in New York and Luxembourg and to act as Custodian with respect to the Global Notes; provided, however, that for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Company shall maintain a Paying Agent in Luxembourg and shall publish notice of the change in the Paying Agent in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

Section 2.04    Paying Agent to Hold Money in Trust.

The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or Special Interest, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05    Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA § 312(a).

Section 2.06    Transfer and Exchange.

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(a)    Transfer and Exchange of Global Notes.    A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

(1) the Company delivers to the Trustee notice from either Euroclear and/or Clearstream that it is no longer a clearing agency; or

(2) the Depositary is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary; or

(3) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.

Upon the occurrence of either of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b)    Transfer and Exchange of Beneficial Interests in the Global Notes.    The transfer and exchange of beneficial interests in the Global Notes shall be effected through Euroclear and Clearstream, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note.    Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.    In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

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(A) both:

(i) a written order from a Participant or an Indirect Participant given to Euroclear and/or Clearstream in accordance with the Applicable Procedures directing Euroclear and/or Clearstream to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to Euroclear and/or Clearstream in accordance with the Applicable Procedures directing Euroclear and/or Clearstream to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by Euroclear and/or Clearstream to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) will be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note.    A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

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(C)  if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.    A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

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Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)    Transfer or Exchange of Beneficial Interests for Definitive Notes.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.    If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Euroclear and/or Clearstream and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so

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registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.    Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.    A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.    If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Euroclear and/or Clearstream and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.    If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

(F) if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

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(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

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(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.    A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes.    Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes.    Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes.    Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a broker-dealer, (ii) a Person participating in the distribution

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of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes.    A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer.    Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate:

(1) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered into the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company; and

(2) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.

Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

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(g)    Legends.    The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

(2) Global Note Legend.    Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF JOHNSONDIVERSEY, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED

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BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.”

(3) Regulation S Temporary Global Note Legend.    The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”

(h)    Cancellation and/or Adjustment of Global Notes.    At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)    General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(2) No service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

(3) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Company,

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(5) The Company shall not be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07    Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08    Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

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If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09    Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

Section 2.10    Temporary Notes.

Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

Section 2.11    Cancellation.

The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12    Defaulted Interest.

If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

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Section 2.13    Additional Notes

The Company shall be entitled, subject to its compliance with Section 4.09, to issue Additional Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date of this Indenture, other than with respect to the date of issuance and issue price. The Initial Notes issued on the date of this Indenture, any Additional Notes and all Exchange Notes or private exchange notes issued in exchange therefor shall be treated as a single class for all purposes under this Indenture.

With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers’ Certificate, a copy of each which shall be delivered to the Trustee, the following information:

(a)  the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;

(b)  the issue price, the issue date and the “Common Code” and “ISIN” number of such Additional Notes; and

(c)  whether such Additional Notes shall be transfer restricted Notes and issued in the form of Initial Notes as set forth in Section 2.02 of this Indenture or shall be issued in the form of Exchange Notes.

Section 2.14    Common Code Numbers

The Company in issuing the Notes may use “Common Code” numbers (if then generally in use), and, if so, the Trustee shall use Common Code numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the Common Code numbers.

ARTICLE 3.

REDEMPTION AND PREPAYMENT

Section 3.01    Notices to Trustee.

If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officers’ Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

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Section 3.02    Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select Notes for redemption or purchase as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem appropriate.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of €1,000 or whole multiples of €1,000; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of €1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03    Notice of Redemption.

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture.

The notice shall identify the Notes (including Common Codes) to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

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(6) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the “Common Code” and “ISIN” number, if any, listed in such notice or printed on the Notes.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

In case of any redemption, so long as the Notes are listed on the Luxembourg Stock Exchange, the Company shall notify the Luxembourg Stock Exchange and a notice, including the redemption price, shall be published.

Section 3.04    Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional.

Section 3.05    Deposit of Redemption or Purchase Price.

One Business Day prior to the redemption or purchase price date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest and Special Interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Special Interest, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06    Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered.

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Section 3.07    Optional Redemption.

(a)    At any time prior to May 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of that redemption (excluding Notes held by the Company and its Subsidiaries); and

(2) the redemption must occur within 45 days of the date of the closing of the Equity Offering.

(b)    Except pursuant to the preceding paragraph, the Notes are not redeemable at the Company’s option prior to May 15, 2007.

(c)    On or after May 15, 2007, the Company may redeem at any time or from time to time all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2007	104.813	%
2008	103.208	%
2009	101.604	%
2010 and thereafter	100.000	%

(d)    Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08    Mandatory Redemption.

The Company is not required to make mandatory redemption payments with respect to the Notes.

Section 3.09    Offer to Purchase by Application of Excess Proceeds.

In the event that, pursuant to Section 4.10 hereof, the Company is required to commence an offer to all Holders to purchase Notes (an “Asset Sale Offer”), it shall follow the procedures specified below.

The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales and assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

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If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, shall state:

(1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(2) the Offer Amount, the purchase price and the Purchase Date;

(3) that any Note not tendered or accepted for payment shall continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of €1,000 only;

(6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(7) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders exceeds the Offer Amount, the Company shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of €1,000, or integral multiples thereof, shall be purchased); and

(9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the

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Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date.

Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4.

COVENANTS

Section 4.01    Payment of Notes.

The Company shall pay or cause to be paid the principal of, premium, if any, and interest and Special Interest, if any, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Special Interest, if any, shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Company shall pay all Special Interest, if any, in the same manner and in the amounts set forth in the Registration Rights Agreement.

The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02    Maintenance of Office or Agency.

The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York, for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.

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Section 4.03    Reports.

(a)    At any time on or after November 11, 2002, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company shall furnish to the Holders of Notes, within the time periods specified in the SEC’s rules and regulations:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

In addition, following the consummation of the Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the SEC’s rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. The Company shall at all times comply with TIA § 314(a).

(b)    For so long as any Notes remain outstanding, the Company and the Guarantors shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Section 4.04    Compliance Certificate.

(a)    The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

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(b)    So long as not contrary to the then-current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company’s independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

(c)    So long as any of the Notes are outstanding, the Company shall deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Section 4.05    Taxes.

The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06    Stay, Extension and Usury Laws.

The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07    Restricted Payments.

(a)    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or dividends or distributions payable to the Company or a Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;

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(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Subsidiary Guarantees, except a payment of interest or principal at the Stated Maturity thereof; or

(4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of that Restricted Payment; and

(2) the Company would, at the time of that Restricted Payment and after giving pro forma effect thereto as if that Restricted Payment had been made at the beginning of the applicable Financial Covenant Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof; and

(3) that Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of this Indenture (excluding Restricted Payments permitted by clauses (2), (3) and (4) of paragraph (b) below) is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the date of this Indenture to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of that Restricted Payment (or, if such Consolidated Net Income for that period is a deficit, less 100% of that deficit), plus

(b) 100% of the aggregate net cash proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for that Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus

(c) to the extent that any Restricted Investment that was made after the date of this Indenture is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to that Restricted Investment (less the cost of disposition, if any), plus

(d) 50% of any dividends received by the Company or a Restricted Subsidiary after the date of this Indenture from an Unrestricted Subsidiary of the Company, to the extent that the dividends are not otherwise included in Consolidated Net Income of the Company for that period, plus

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(e)  to the extent that any Unrestricted Subsidiary of the Company is redesignated as a Restricted Subsidiary after the date of this Indenture, the fair market value of the Company’s Investment in that Subsidiary as of the date of such redesignation.

(b)    So long as no Default has occurred and is continuing or would be caused thereby, the provisions of Section 4.07(a) shall not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of this Indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any member of the Company’s (or any of its Restricted Subsidiaries’) management pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $250,000 in any twelve-month period; and

(6) cash dividends or other distributions to Holdings in amounts equal to:

(a) payments required to be made by Holdings and Commercial Markets Holdco, Inc. in respect of foreign, United States federal, state or local taxes owed by Holdings and Commercial Markets Holdco, Inc. (a) in respect of themselves and (b) in respect of the Company and its Subsidiaries, but, in the case of this clause (b), only to the extent those taxes are consistent with its activities permitted under this Indenture and not greater than the amount that would be payable by the Company, on a consolidated basis, if the Company were the taxpayer;

(b) payments necessary to permit Holdings to satisfy (1) its obligations under the Seller Notes Registration Rights Agreement, (2) its obligation as a reporting company under United States securities laws and (3) regulatory compliance costs and other miscellaneous administrative expenses, in an aggregate amount for this clause (3) only not to exceed $500,000 per annum;

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(c)  amounts required to permit Holdings to make interest payments on the Seller Notes from and after the fifth anniversary of the date of this Indenture in accordance with the terms of the Seller Notes; provided that the Company would, at the time of that dividend or distribution and after giving pro forma effect thereto as if that dividend or distribution had been made at the beginning of the applicable Financial Covenant Period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof;

(d)  amounts required to permit Holdings to make dividend payments or other distributions to (1) Commercial Markets Holdco, Inc. and (2) Unilever, in an aggregate amount for clauses (1) and (2) not to exceed $25.0 million;

(7) payments made to purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests or Subordinated Indebtedness of the Company pursuant to provisions requiring the Company to offer to purchase, redeem, defease or otherwise acquire or retire for value those Equity Interests or Subordinated Indebtedness upon the occurrence of a “change of control,” as defined in the charter provisions, agreements or instruments governing those Equity Interests or Subordinated Indebtedness; provided, however, that the Company has made a Change of Control Offer and has purchased all Notes tendered in connection with that Change of Control; and

(8) additional Restricted Payments in an amount not to exceed $25.0 million.

The amount of all Restricted Payments (other than cash) will be deemed to be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or a Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by Section 4.07 hereof shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $25.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that the Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed, which calculations may be based upon the Company’s latest available financial statements together with a copy of any fairness opinion or appraisal required by this Indenture.

Section 4.08    Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a)    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

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(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b)    The restrictions in Section 4.08(a) shall not apply to encumbrances or restrictions existing under or by reason of:

  (1) agreements governing Existing Indebtedness and Credit Facilities and other agreements, including without limitation agreements entered into on the date of this Indenture in connection with the transactions contemplated by the Acquisition Agreement, as in effect on the date of this Indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements, provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to dividend and other payment restrictions than those contained in those agreements on the date of this Indenture;

  (2) this Indenture, the Dollar Indenture, the Notes and the Subsidiary Guarantees, the Exchange Notes and the related Subsidiary Guarantees, the Dollar Notes and the related subsidiary guarantees and the Dollar Exchange Notes and the related subsidiary guarantees;

  (3) applicable law;

  (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent that Indebtedness or Capital Stock was incurred in connection with or in contemplation of that acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, that Indebtedness was permitted to be incurred by the terms of this Indenture;

  (5) customary non-assignment provisions in contracts entered into in the ordinary course of business and consistent with past practices;

  (6) Capital Lease Obligations, mortgage financings or purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of Section 4.08(a);

  (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

  (8) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing that Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

  (9) Liens securing Indebtedness otherwise permitted to be incurred under Section 4.12 hereof that limit the right of a Person to dispose of the assets subject to those Liens;

(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements;

(11) Indebtedness permitted to be incurred by clause (10) of Section 4.09(a) hereof;

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(12) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction, provided that such restrictions apply only to that Receivables Subsidiary; and

(13) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock.

(a)    The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue preferred stock, in each case, if the Fixed Charge Coverage Ratio for the applicable Financial Covenant Period would have been at least 2.0 to 1 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as the case may be, at the beginning of that Financial Covenant Period.

(b)    The first paragraph of this Section 4.09 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any of its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the outstanding face amount thereof that has not been reimbursed) not to exceed $1.3 billion (provided that such amount shall be reduced to the extent of any reduction or elimination of any commitment under any Credit Facility resulting from or relating to the formation of any Receivables Subsidiary or the completion of any Qualified Receivables Transaction) less the aggregate amount of all Net Proceeds of Assets Sales applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to repay any Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Section 4.10 hereof;

(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes to be issued on the date of this Indenture and the related Subsidiary Guarantees, the Dollar Notes to be issued on the date of the Dollar Indenture and the related subsidiary guarantees, the Exchange Notes and the related Subsidiary Guarantees to be issued as contemplated by the Registration Rights Agreement and the Dollar Exchange Notes and the related subsidiary guarantees to be issued as contemplated by the Dollar Registration Rights Agreement;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the

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Company or that Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $25.0 million at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clauses (2), (3), (4), (5), (14), (15) or (17) of this Section 4.09(b);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that

(a)  if the Company or any Guarantor is the obligor on the Indebtedness, that Indebtedness (unless pledged as security for Obligations under the Credit Facilities) must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guarantees, in the case of a Guarantor; and

(b)  (i) any subsequent issuance or transfer of Equity Interests that results in that Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company (other than as security for Obligations under the Credit Facilities) and (ii) any sale or other transfer (other than as security for Obligations under the Credit Facilities) of that Indebtedness by the Company or a Restricted Subsidiary of the Company to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence, as of the date of issuance, transfer or sale, as the case may be, of that Indebtedness by the Company or that Restricted Subsidiary, as the case may be, that is not permitted by this clause (6);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations entered into the ordinary course of business to hedge or mitigate risks to which the Company or any of its Restricted Subsidiaries is exposed in the conduct of its business or the management of its liabilities and not for speculative purposes;

(8) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09;

(9) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; provided, in each such case, to the extent relevant to any calculation under this Indenture, that the amount thereof is included in Fixed Charges of the Company as accrued;

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(10) the incurrence by Foreign Subsidiaries of the Company of Indebtedness in the ordinary course of business for working capital purposes in an amount not to exceed $100.0 million at any time outstanding;

(11) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Company or to any other Subsidiary of the Company or their assets (other than that Receivables Subsidiary and its assets and, as to the Company or any Subsidiary of the Company, other than pursuant to representations, warranties, covenants and indemnities customary for those transactions) and is not guaranteed by the Company or any other Subsidiary of the Company (other than that Receivables Subsidiary);

(12) the incurrence by the Company and any Restricted Subsidiary of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business of the Company or that Restricted Subsidiary, as the case may be;

(13) Indebtedness incurred by the Company or any of its Restricted Subsidiaries consisting of advances received in the ordinary course of business for cash management purposes from any Unrestricted Subsidiary;

(14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issuable upon the conversion or exchange of shares of Disqualified Stock issued in accordance with the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof;

(15) start-up working capital advances from Unilever to the Company or any of its Subsidiaries pursuant to the Sales Agency Agreement;

(16) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft, or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that the Indebtedness is extinguished within five business days of incurrence; and

(17) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or, with respect to Indebtedness issued at a discount, the original principal amount at the date of incurrence) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (17), not to exceed $10.0 million.

For purposes of determining compliance with this Section 4.09:

  (1) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company shall be permitted to (a) classify that item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.09 and (b) after the incurrence of any Permitted Indebtedness pursuant to the provisions described in this Section 4.09(b), reclassify such Indebtedness to any other type of Permitted Indebtedness permitted by the provisions described in this Section 4.09(b), provided, that the Indebtedness, at the time of reclassification, could have been incurred as such other type of Permitted Indebtedness;

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(2) Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will be deemed to have been incurred on that date in reliance on the exception provided by clause (1) of the definition of Permitted Debt; and

(3) for purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of that Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness is incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if that Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and that refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of that refinancing, the U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of that refinancing Indebtedness does not exceed the principal amount of that Indebtedness being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which that refinancing Indebtedness is denominated that is in effect on the date of the refinancing.

Section 4.10    Asset Sales.

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) the fair market value is determined in good faith by (a) the Company’s management, if the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of is less than or equal to $10.0 million, or (b) by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee, if the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of exceeds $10.0 million; and

(3) at least 75% of the consideration therefore received by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following shall be deemed to be cash:

(A)  any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or that Restricted Subsidiary from further liability; and

(B)  any securities, notes or other obligations received by the Company or that Restricted Subsidiary from the transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or that Restricted Subsidiary into cash, to the extent of the cash received in that conversion.

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Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option:

(1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto;

(2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business;

(3) to make a capital expenditure; or

(4) to acquire other long-term assets that are used or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, within five days thereof, the Company shall make an Asset Sale Offer to all Holders of Notes, and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer to Holders of Notes shall be equal to 100% of the principal amount of Notes offered to be repurchased, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after the completion of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Upon the completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or 4.10, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those provisions of this Indenture by virtue of such conflict.

Section 4.11    Transactions with Affiliates.

(a)    the Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been

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obtained in a comparable transaction by the Company or that Restricted Subsidiary with an unrelated Person; and

(2) the Company delivers to the Trustee:

(a)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and

(b)  with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.11(a):

(1) any employment agreement, stock option plan or other compensation plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;

(2) transactions between or among the Company and/or its Restricted Subsidiaries or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment;

(3) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in, or controls, that Person

(4) payment of reasonable fees, expense reimbursements and customary indemnification, advances and similar agreements to directors and officers of Holdings, the Company or any of its Restricted Subsidiaries;

(5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company;

(6) transactions pursuant to any agreement in effect on the date of this Indenture as any such agreement may be amended from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to the Company or any Restricted Subsidiary;

(7) Restricted Payments that are permitted by the provisions of Section 4.07 hereof;

(8) loans or advances (but excluding commission, travel and similar advances) to employees of the Company and its Restricted Subsidiaries in the ordinary course of business of the Company or that Restricted Subsidiary, as the case may be, not to exceed $3.0 million per annum;

(9) purchases and sales of raw materials, inventory and services in the ordinary course of business;

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(10)  transactions with Unilever or any of its Subsidiaries that are (a) entered into in the ordinary course of business or (b) pursuant to, contemplated by or entered into in connection with the Acquisition Agreement, any of the Ancillary Documents (as defined in the Acquisition Agreement), the Seller Note Indenture, or the Seller Note Registration Rights Agreement, in each case, as the same may be renewed, extended, amended or modified from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to the Company or any Restricted Subsidiary;

(11)  transactions with S.C. Johnson & Son, Inc. or any of its Affiliates that are (a) entered into in the ordinary course of business or (b) pursuant to, contemplated by or entered into in connection with the Acquisition Agreement or any of the agreements set forth in Exhibit 1 to the Stockholders’ Agreement, in each case, as the same may be renewed, extended, amended or modified from time to time; provided that such modifications, taken as a whole, do not contain terms materially less advantageous to the Company or any Restricted Subsidiary; and

(12)  the acquisition of 100% of the assets or interests in certain non-separated foreign entities currently owned by S.C. Johnson & Son, Inc.

Section 4.12    Liens.

The Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness or trade payables upon any of their property or assets, now owned or hereafter acquired other than Permitted Liens.

Section 4.13    Business Activities.

The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business, except to that extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Section 4.14    Corporate Existence.

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1)  its corporate existence, and the corporate, partnership or other existence of each of its Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2)  the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.15    Offer to Repurchase Upon Change of Control.

(a)    Upon the occurrence of a Change of Control, the Company shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to €1,000 or an integral multiple of

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€1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, on the Notes repurchased, to the date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to €1,000 in principal amount or an integral multiple thereof.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.15 of this Indenture, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.15 by virtue of such conflict.

(b)    On the Change of Control Payment Date, the Company shall, to the extent lawful:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

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(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each new Note shall be in a principal amount of €1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Prior to complying with any of the provisions of this Section 4.15, but in any event within 90 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.15.

(c)    Notwithstanding anything to the contrary in this Section 4.15, the Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered and not withdrawn under the Change of Control Offer.

Section 4.16    Anti-Layering.

The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company and senior in any respect in right of payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of that Guarantor and senior in any respect in right of payment to that Guarantor’s Subsidiary Guarantees.

Section 4.17    Additional Subsidiary Guarantees.

If any existing or newly acquired or created Subsidiary of the Company or any of its Subsidiaries that is not already a Guarantor (other than a Receivables Subsidiary) guarantees any Indebtedness of the Company (other than intercompany Indebtedness of the Company) after the date of this Indenture, then that existing or newly acquired or created Subsidiary shall become a Guarantor and execute a supplemental indenture and deliver an opinion of counsel satisfactory to the Trustee within 10 Business Days of the date on which it guaranteed that Indebtedness; provided that this Section 4.17 does not apply to all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. The form of that Subsidiary Guarantee is attached as Exhibit E hereto.

Section 4.18    Designation of Restricted and Unrestricted Subsidiaries.

The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and shall reduce the amount available for Restricted Payments under Section 4.07(a) hereof or Permitted Investments, as determined by the

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Company. Such designation shall only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default.

Section 4.19    Payments for Consent.

The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

ARTICLE 5.

SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets.

The Company shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); (2) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either:

(a)  the Company is the surviving corporation; or

(b)  the Person formed by or surviving any that consolidation or merger (if other than the Company) or to which that sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) the Person formed by or surviving that consolidation or merger (if other than the Company) or the Person to which that sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Company under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(3) immediately after that transaction, no Default or Event of Default exists; and

(4) the Company or the Person formed by or surviving such consolidation or merger (if other than the Company), or to which that sale, assignment, transfer, conveyance or other disposition has been made will, on the date of that transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable Financial Covenant Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) hereof.

In addition, the Company shall not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This Section 5.01 shall not

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apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Company and any of the Guarantors.

Section 5.02    Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Company” shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.

ARTICLE 6.

DEFAULTS AND REMEDIES

Section 6.01    Events of Default.

Each of the following is an “Event of Default”:

(1) the Company defaults for 30 days in the payment when due of interest on, or Special Interest with respect to, the Notes whether or not prohibited by the subordination provisions of this Indenture;

(2) the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of this Indenture;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.07, 4.09, 4.10, 4.15 or 5.01 hereof, which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring the Company to remedy the default has been given to the Company in accordance with this Indenture;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in this Indenture or the Notes;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, if that default:

(A) is caused by a failure to pay at maturity principal of, or interest or premium, if any, on that Indebtedness (a “Payment Default”); or

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(B) results in the acceleration of that Indebtedness prior to its express maturity,

and, in each case, the principal amount of that Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more;

(6) a final non-appealable judgment or judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries, which judgment or judgments are not paid, discharged or stayed for a period of 60 days; provided that the aggregate of all such undischarged judgments exceeds $25.0 million (exclusive of amounts covered by insurance other than self-insurance);

(7) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary case,

(C) consents to the appointment of a custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) generally is not paying its debts as they become due; or

(8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case;

(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(9) except as permitted by this Indenture, any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee.

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Section 6.02    Acceleration.

In the case of an Event of Default specified in clause (7) or (8) of Section 6.01 hereof, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable immediately.

Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

If an Event of Default occurs on or after May 15, 2007 by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs prior to May 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to May 15, 2007, then, upon acceleration of the Notes, an additional premium shall also become and be immediately due and payable in an amount, for each of the years beginning on May 15 of the years set forth below, as set forth below (expressed as a percentage of the principal amount of the Notes on the date of payment that would otherwise be due but for the provisions of this sentence):

Year	Percentage
2002	12.833	%
2003	11.229	%
2004	9.625	%
2005	8.021	%
2006	6.417	%

Section 6.03    Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Special Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

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Section 6.04    Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium and Special Interest, if any, or interest on, the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then-outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05    Control by Majority.

Holders of a majority in principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability.

Section 6.06    Limitation on Suits.

A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:

(1) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in principal amount of the then-outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

(5) during such 60-day period the Holders of a majority in principal amount of the then-outstanding Notes do not give the Trustee a direction inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

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Section 6.07    Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium and Special Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08    Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Special Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as will be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09    Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10    Priorities.

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

First:    to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second:    to Holders of Notes for amounts due and unpaid on the Notes for principal, premium and Special Interest, if any, and interest, ratably, without preference or priority of any

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kind, according to the amounts due and payable on the Notes for principal, premium and Special Interest, if any and interest, respectively; and

Third:    to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10.

Section 6.11    Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then-outstanding Notes.

ARTICLE 7.

TRUSTEE

Section 7.01    Duties of Trustee.

(a)    If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)    Except during the continuance of an Event of Default:

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions specifically required by any provision hereunder to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or not they substantially conform to the requirements of this Indenture.

(c)    The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

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(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d)    Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e)    No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(f)    The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02    Rights of Trustee.

(a)    The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b)    Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c)    The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)     The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e)    Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company will be sufficient if signed by an Officer of the Company.

(f)    The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(g)    The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;

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(h)    The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed by the Trustee to act hereunder.

(i)    The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 7.03    Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04    Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05    Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium or Special Interest, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes.

Section 7.06    Reports by Trustee to Holders of the Notes.

(a)    Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA § 313(c).

(b)    A copy of each report at the time of its mailing to the Holders of Notes shall be mailed by the Trustee to the Company and filed by the Trustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange or delisted therefrom.

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Section 7.07    Compensation and Indemnity.

(a)    The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

(b)    The Company and the Guarantors, jointly and severally, shall indemnify the Trustee against any and all losses, liabilities, claims, damages or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company or any of the Guarantors of their respective obligations hereunder. The Company or such Guarantors shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. Neither the Company nor any Guarantors need pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

(c)    The obligations of the Company and the Guarantors under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

(d)    To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

(e)    When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

(f)    The Trustee shall comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08    Replacement of Trustee.

(a)    A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b)    The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then-outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

 (1) the Trustee fails to comply with Section 7.10 hereof;

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 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

 (3) a custodian or public officer takes charge of the Trustee or its property; or

 (4) the Trustee becomes incapable of acting.

(c)    If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then-outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

(d)    If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of at least 10% in principal amount of the then-outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee.

(e)    If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f)    A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09    Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10    Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee is subject to TIA § 310(b).

Section 7.11    Preferential Collection of Claims Against Company.

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The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02    Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Subsidiary Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Subsidiary Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Subsidiary Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on the Notes when these payments are due from the trust referred to in Section 8.04 hereof;

(2) the Company’s obligations with respect to the Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03    Covenant Defeasance.

Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4,16, 4.17, 4.18 and 4.19 hereof and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed

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not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Subsidiary Guarantees, the Company and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and that Notes and Subsidiary Guarantees shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5) hereof shall not constitute Events of Default.

Section 8.04    Conditions to Legal or Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in legal tender in the countries constituting the European Monetary Union or EEA Government Obligations, or a combination thereof, in such amounts as will be sufficient, together with the interest or increment to accrue thereon (but without further reinvestment), in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Special Interest, if any, on those outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether those Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of an election under Section 8.02 hereof, the Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon that Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of that Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.03 hereof, the Company has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of that Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of that deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to that deposit);

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(5) that Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05    Deposited Money and EEA Government Obligations to be Held in Trust; Other                             Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and EEA Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Special Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or EEA Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or EEA Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06    Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or Special Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium or Special Interest, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times, The Wall Street Journal (national edition) and Luxemburger Wort, notice that such money remains unclaimed and that,

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after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

Section 8.07    Reinstatement.

If the Trustee or Paying Agent is unable to apply any legal tender in the countries constituting the European Monetary Union or EEA Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantor’s obligations under this Indenture and the Notes and the Subsidiary Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or Special Interest, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9.

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes.

Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder;

(3) to provide for the assumption of the Company’s or Guarantor’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 or Article 11 hereof;

(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Note;

(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; or

(7) to allow any Guarantor to execute a supplemental indenture and/or Subsidiary Guarantee with respect to the Notes.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and

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the Guarantors in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02    With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture (including, without limitation, Sections 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with the purchase of, or a tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium or Special Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes voting as a single class (including consents obtained in connection with the purchase of, or a tender offer or exchange offer for, the Notes. Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof);

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(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of or premium or Special Interest, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Special Interest, if any, on the Notes;

(7) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;

(8) waive a redemption payment with respect to any Notes (other than a payment required by Section 4.10 or 4.15 hereof); or

(9) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture.

In addition, any amendment to, or waiver of, Article 10 hereof that adversely affects the rights of the Holders of Notes shall require the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding, voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes).

Section 9.03    Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental Indenture that complies with the TIA as then in effect.

Section 9.04    Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05    Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

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Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06    Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental Indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental Indenture until the Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee shall be provided with and shall be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental Indenture is authorized or permitted by this Indenture.

ARTICLE 10.

SUBORDINATION

Section 10.01    Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full in cash of all Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt. The Obligations of each Guarantor under its Subsidiary Guarantee shall be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company.

Section 10.02    Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors of the Company or any Guarantor in a liquidation or dissolution of the Company or any Guarantor or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or any Guarantor or their respective property or in an assignment for the benefit of creditors or any marshaling of the Company’s or any Guarantor’s assets and liabilities:

(1) holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due in respect of Senior Debt (including interest accruing on or after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt, whether or not such interest is allowed in such proceeding) before the Holders of Notes shall be entitled to receive any payment with respect to the Notes and Subsidiary Guarantees (except such Holders of Notes may receive and retain Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof); and

(2) until all Obligations with respect to Senior Debt (as provided in clause (1) above) are paid in full in cash, any distribution to which Holders would be entitled but for this Article 10 shall be made to holders of Senior Debt (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof), as their interests may appear.

Section 10.03    Default on Designated Senior Debt.

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(a)    The Company and the Guarantors may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes or the Subsidiary Guarantees and may not acquire from the Trustee or any Holder any Notes for cash or property (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) until all principal and other Obligations with respect to the Senior Debt have been paid in full in cash if:

(1) payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period in the agreement, indenture or other document governing such Designated Senior Debt; or

(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Representative of the holders of any Designated Senior Debt. If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice shall be effective for purposes of this Section unless and until (A) at least 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice and (B) all scheduled payments of principal, premium and Special Interest, if any, and interest on the Notes that have come due (other than any payment in respect of which the Payment Blockage Notice is given) have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee may be, or may be made, the basis for a subsequent Payment Blockage Notice.

(b)    The Company and the Guarantors may and shall resume payments on and distributions in respect of the Notes and Subsidiary Guarantees:

(1) in the case of a payment default, upon the date upon which that default is cured or waived, and

(2) in the case of a nonpayment default, upon the earlier of the date on which that nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.

Section 10.04    Acceleration of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration.

Section 10.05    When Distribution Must Be Paid Over.

In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes or Subsidiary Guarantees (other than Permitted Junior Securities and payments made from any defeasance trust created pursuant to Section 8.01 hereof) at a time when the Trustee, has actual knowledge that such payment is prohibited by Section 10.03 hereof, such payment shall be held by the Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith over and delivered, upon

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written request, to, the holders of Senior Debt as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

With respect to the holders of Senior Debt, the Trustee undertakes to perform only those obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee pays over or distributes to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt are then entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.

Section 10.06    Notice by Company.

The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes or the Subsidiary Guarantees to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes or the Subsidiary Guarantees to the Senior Debt as provided in this Article 10.

Section 10.07    Subrogation.

After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

Section 10.08    Relative Rights.

This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture shall:

(1) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest and Special Interest, if any, on the Notes in accordance with their terms;

(2) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(3) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

If the Company fails because of this Article 10 to pay principal of, premium or interest or Special Interest, if any, on a Note on the due date, the failure is still a Default or Event of Default.

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Section 10.09    Subordination May Not Be Impaired by Company.

No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes and the Subsidiary Guarantees may be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

Section 10.10    Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11    Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10. Only the Company or a Representative may give the notice. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights.

Section 10.12    Authorization to Effect Subordination.

Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

Section 10.13    Amendments.

The provisions of this Article 10 may not be amended or modified without the written consent of the holders of all Senior Debt. In addition, any amendment to, or waiver of, the provisions of this Article 10 that adversely affects the rights of the Holders of the Notes shall require the consent of the Holders of at least 75% in aggregate principal amount of Notes then outstanding.

Section 10.14    Trustee Not Fiduciary for Holders of Senior Debt.

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The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Company or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Debt shall be read into this Indenture against the Trustee.

ARTICLE 11.

SUBSIDIARY GUARANTEES

Section 11.01    Guarantee.

(a)    Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:

(1) the principal of, premium and Special Interest, if any, and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

(b)    The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

(c)    If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(d)    Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed

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hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

Section 11.02    Subordination of Subsidiary Guarantee.

The Obligations of each Guarantor under its Subsidiary Guarantee pursuant to this Article 11 shall be junior and subordinated to the Senior Debt of such Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03    Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04    Execution and Delivery of Subsidiary Guarantee.

To evidence its Subsidiary Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary Guarantee substantially in the form attached as Exhibit E hereto shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by one of its Officers.

Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

If an Officer whose signature is on this Indenture or on the Subsidiary Guarantee no longer holds such office at the time the Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth in this Indenture on behalf of the Guarantors.

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In the event that any existing or newly acquired or created Subsidiary of the Company or any of its Subsidiaries that is not already a Guarantor (other than a Receivables Subsidiary) guarantees any Indebtedness of the Company (other than intercompany Indebtedness of the Company) after the date of this Indenture, if required by Section 4.17 hereof, the Company shall cause that existing or newly acquired or created Subsidiary to comply with the provisions of Section 4.17 hereof and this Article 11, to the extent applicable.

Section 11.05    Guarantors May Consolidate, etc., on Certain Terms.

Except as otherwise provided in Section 11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not that Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either:

(a) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, this Indenture, its Subsidiary Guarantees and the Registration Rights Agreement on the terms set forth herein or therein; and

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof.

In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

Section 11.06    Releases Following Sale of Assets.

In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the

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Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

In the event that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be released and relieved from any obligations under its Subsidiary Guarantee; provided that such designation is in accordance with the applicable provisions of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation was made by the Company in accordance with the terms of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Company in order to evidence the release of such Guarantor from its obligations under its Subsidiary Guarantee.

Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.

ARTICLE 12.

SATISFACTION AND DISCHARGE

Section 12.01    Satisfaction and Discharge.

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(a) all Notes that have been authenticated except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in legal tender in the countries constituting the European Monetary Union, EEA Government Obligations or a combination thereof, in such amounts as will be sufficient, together with the interest or increment to accrue thereon (but without consideration of

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any further reinvestment), to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of that deposit or will occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the provisions of Section 12.02 and Section 8.06 will survive. In addition, nothing in this Section 12.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

Section 12.02    Application of Trust Money.

Subject to the provisions of Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or EEA Government Obligations in accordance with Section 12.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.01; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or EEA Government Obligations held by the Trustee or Paying Agent.

ARTICLE 13.

MISCELLANEOUS

Section 13.01    Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA §318(c), the imposed duties shall control.

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Section 13.02    Notices.

Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Company and/or any Guarantor:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

Telecopier No.: (262) 631-4249

Attention: General Counsel

With a copy to:

Jones, Day, Reavis & Pogue

77 West Wacker

Chicago, Illinois 60601-1692

Telecopier No.: (312) 782-8585

Attention: Elizabeth C. Kitslaar, Esq.

If to the Trustee:

The Bank of New York

15 Broad Street, 26th Floor

New York, NY 10005

Telecopier No.: (212) 235-2531

Attention: Corporate Trust Administration

The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 13.03    Communication by Holders of Notes with Other Holders of Notes.

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Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 13.04    Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.05    Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) must comply with the provisions of TIA § 314(e) and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 13.06    Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 13.07    No Personal Liability of Directors, Officers, Employees and Stockholders.

No past, present or future director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Section 13.08    Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09    Jurisdiction

To the fullest extend permitted by applicable law, the Company irrevocably submits to the jurisdiction of any federal or state court in the City, County and State of New York, United States of America, in any suit or proceeding based on or arising under this Indenture (solely in connection with any such suit or proceeding), and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court.

Section 13.10    No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.11    Successors.

All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.06.

Section 13.12    Severability.

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13    Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 13.14    Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

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SIGNATURES

Dated as of May 3, 2002

JOHNSONDIVERSEY, INC.
JOHNSON POLYMER, INC.
By:	/s/    MICHAEL J. BAILEY
	Name: Michael J. Bailey
	Title: Senior Vice President and Chief
	Financial Officer

DUBOIS INTERNATIONAL, INC.
By:	/s/    MICHAEL J. BAILEY
	Name: Michael J. Bailey
	Title: President

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Dated as of May 3, 2002

AUTO-C, LLC
INTEGRATED SANITATION MANAGEMENT, INC.
JD REAL ESTATE SUBSIDIARY, LLC
JOHNSON DIVERSEY CAYMAN, INC.
JOHNSON DIVERSEY PUERTO RICO, INC.
JOHNSON DIVERSEY SHAREHOLDINGS, INC.
JOHNSON DIVERSEY SUBSIDIARY #1 LLC
JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC.
PROFESSIONAL SHAREHOLDINGS, INC.
By:	/s/    JOANNE BRANDES
	Name: JoAnne Brandes
	Title: President

PRISM SANITATION MANAGEMENT, LLC
By:	/s/    JOANNE BRANDES
	Name: JoAnne Brandes
	Title: Secretary

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Dated as of May 3, 2002

CHEMICAL METHODS ASSOCIATES, INC.
CHEMICAL METHODS LEASCO, INC.
U S CHEMICAL CORPORATION
WHITEMIRE MICRO-GEN RESEARCH LABORATORIES, INC.
By:	/s/    DAVID C. QUAST
	Name: David C. Quast
	Title: Secretary

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Dated as of May 3, 2002

THE BUTCHER COMPANY
JWP INVESTMENTS, INC.
By:	/s/    LUIS F. MACHADO
	Name: Luis F. Machado
	Title: Vice President and Secretary

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Dated as of May 3, 2002

THE BANK OF NEW YORK
By:	/s/    LUIS PEREZ
	Name: Luis Perez
	Title: Assistant Vice President

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SCHEDULE I

SCHEDULE OF GUARANTORS

The following schedule lists each Guarantor under the Indenture as of the date of the Indenture:

Auto-C, LLC

Chemical Methods Associates, Inc.

Chemical Methods Leasco, Inc.

DuBois International, Inc.

Integrated Sanitation Management, Inc.

JD Real Estate Subsidiary, LLC

Johnson Diversey Cayman, Inc.

Johnson Diversey Puerto Rico, Inc.

Johnson Diversey Shareholdings, Inc.

Johnson Diversey Subsidiary #1 LLC

Johnson Polymer, Inc.

Johnson Wax Diversey Shareholdings, Inc.

JWP Investments, Inc.

Prism Sanitation Management, LLC

Professional Shareholdings, Inc.

The Butcher Company

U S Chemical Corporation

Whitmire Micro-Gen Research Laboratories, Inc.

I-1

EXHIBIT A1

[Face of Note]

Common Code              

ISIN                         

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

No.                     €

JOHNSONDIVERSEY, INC.

promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED

or registered assigns,

the principal sum of                                            

Euros on May 15, 2012.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated: May 3, 2002

JOHNSONDIVERSEY, INC.
By:
	Name:
	Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

THE BANK OF NEW YORK,

as Trustee

By:

Authorized Signatory

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[Back of Note]

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)    Interest.    JohnsonDiversey, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.625% per annum from May 3, 2002 until maturity and shall pay the Special Interest, if any, payable pursuant to Section 2(c) of the Registration Rights Agreement referred to below. The Company shall pay interest and Special Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 15, 2002. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2)    Method of Payment.    The Company shall pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office of the Paying Agent or, subject to applicable laws and regulations, at the office of the Paying Agent in Luxembourg. Payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on all Notes. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)    Paying Agent and Registrar.    Initially, The Bank of New York, the Trustee under the Indenture, will act as principal Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A. shall initially act as an additional Paying Agent in Luxembourg. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4)    Indenture.    The Company issued the Notes under an Indenture dated as of May 3, 2002 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to

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the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company.

(5)    Optional Redemption.

(a)    Except as set forth in subparagraph (b) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 15, 2007. Thereafter, the Company shall have the option to redeem at any time or from time to time the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2007	104.8	%
2008	103.2	%
2009	101.6	%
2010 and thereafter	100.000	%

(b)    Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of that redemption (excluding Notes held by the Company and its Subsidiaries) and occurs within 45 days of the date of the closing of that Equity Offering.

(6)    Mandatory Redemption.

The Company shall not be required to make mandatory redemption payments with respect to the Notes.

(7)    Repurchase at Option of Holder.

(a)    If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to €1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)    If the Company or a Subsidiary consummates one or more Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions

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similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

(8)    Notice Of Redemption.    Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than €1,000 may be redeemed in part but only in whole multiples of €1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

(9)    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of €1,000 and integral multiples of €1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes.

(11)    Amendment, Supplement And Waiver.    Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, to provide

A1-4

for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

(12)    Defaults And Remedies.    Events of Default include: (i) default for 30 days in the payment when due of interest or Special Interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture, which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring the Company to remedy the default has been given to the Company in accordance with the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries which default results in the acceleration of that Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to specified limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Special Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying that Default or Event of Default.

(13)    Subordination.     Payment of principal, interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

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(14)    Trustee Dealings With Company.    The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(15)    No Recourse Against Others.    A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, shall not have any liability for any obligations of the Company or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(16)    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)    Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.    In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Euro Registration Rights Agreement dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19)    Common Code and ISIN.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused Common Code and ISIN numbers to be printed on the Notes and the Trustee may use the Common Code and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

Telecopier No.: (262) 631-4249

Attention: General Counsel

A1-6

EXHIBIT A1

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                   

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                            

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                       

Your Signature:                                                                       

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                                                                                                                                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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EXHIBIT A1

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨    Section 4.10 ¨    Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

€

Date:                         

Your Signature:                                                                                    

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                                                     

Signature Guarantee*:                                                            

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

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[EXHIBIT A2]

[Face of Regulation S Temporary Global Note]

Common Code             

ISIN                         

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

No.              €

JOHNSONDIVERSEY, INC.

promises to pay to THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED.

or registered assigns,

the principal sum of                                     

Euros on May 15, 2012.

Interest Payment Dates: May 15 and November 15

Record Dates: May 1 and November 1

Dated: May 3, 2002

JOHNSONDIVERSEY, INC.
By:
	Name: Title:

This is one of the Notes referred to

in the within-mentioned Indenture:

THE BANK OF NEW YORK,

    as Trustee

By:
	Authorized Signatory

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[Back of Regulation S Temporary Global Note]

9.625% [Series A] [Series B] Senior Subordinated Notes due 2012

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF JOHNSONDIVERSEY, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE DEPOSITARY OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN

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ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1)    Interest.    JohnsonDiversey, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 9.625% per annum from May 3, 2002 until maturity and shall pay the Special Interest, if any, payable pursuant to Section 2(c) of the Registration Rights Agreement referred to below. The Company shall pay interest and Special Interest, if any, semi-annually in arrears on May 15 and November 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be November 15, 2002. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Special Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

Until this Regulation S Temporary Global Note is exchanged for one or more Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to receive payments of interest hereon; until so exchanged in full, this Regulation S Temporary Global Note shall in all other respects be entitled to the same benefits as other Notes under the Indenture.

(2)    Method Of Payment.    The Company shall pay interest on the Notes (except defaulted interest) and Special Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Special Interest, if any, and interest at the office of the Paying Agent or, subject to applicable laws and regulations, at the office of the Paying Agent in Luxembourg. Payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Special Interest, if any, on all Notes. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3)    Paying Agent And Registrar.    Initially, The Bank of New York, the Trustee under the Indenture, will act as principal Paying Agent and Registrar and The Bank of New York (Luxembourg) S.A. shall initially act as an additional Paying Agent in Luxembourg. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

(4)    Indenture.    The Company issued the Notes under an Indenture dated as of May 3, 2002 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to

A2-3

the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured obligations of the Company.

(5)    Optional Redemption.

(a)     Except as set forth in subparagraph (b) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 15, 2007. Thereafter, the Company shall have the option to redeem at any time or from time to time the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Special Interest, if any, on the Notes to be redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below:

Year	Percentage
2007	104.813	%
2008	103.208	%
2009	101.604	%
2010 and thereafter	100.000	%

(b)    Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 15, 2005, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 109.625% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the redemption date; with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of that redemption (excluding Notes held by the Company and its Subsidiaries) and occurs within 45 days of the date of the closing of that Equity Offering.

(6)    Mandatory Redemption.

The Company shall not be required to make mandatory redemption payments with respect to the Notes.

(7)    Repurchase At Option Of Holder.

(a)     If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to €1,000 or an integral multiple thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b)     If the Company or a Subsidiary consummates one or more Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions

A2-4

similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase shall receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes.

(8)    Notice Of Redemption.    Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than €1,000 may be redeemed in part but only in whole multiples of €1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

(9)    Denominations, Transfer, Exchange.    The Notes are in registered form without coupons in denominations of €1,000 and integral multiples of €1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

(10)    Persons Deemed Owners.    The registered Holder of a Note may be treated as its owner for all purposes.

(11)    Amendment, Supplement And Waiver.    Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then-outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, to provide

A2-5

for the assumption of the Company’s or any Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes.

(12)    Defaults And Remedies.    Events of Default include: (i) default for 30 days in the payment when due of interest or Special Interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture, which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring the Company to remedy the default has been given to the Company in accordance with the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries which default results in the acceleration of that Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to specified limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Special Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying that Default or Event of Default.

(13)    Subordination.    Payment of principal, interest and premium and Special Interest, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture.

A2-6

(14)    Trustee Dealings with Company.    The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(15)    No Recourse against Others.    A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, shall not have any liability for any obligations of the Company or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

(16)    Authentication.    This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17)    Abbreviations.    Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18)    Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.    In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Euro Registration Rights Agreement dated as of May 3, 2002, among the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the “Registration Rights Agreement”).

(19)    Common Code and ISIN.    Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused Common Code and ISIN numbers to be printed on the Notes and the Trustee may use the Common Code and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

Telecopier No.: (262) 631-4249

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                  

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                 to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                     

Your Signature:                                                                      

(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-1

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

¨  Section 4.10 ¨  Section 4.15

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:

€

Date:                       

Your Signature:                                                                                   

(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:                                                                     

Signature Guarantee*:                                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-1

SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

The Bank of New York

15 Broad Street, 26th Floor

New York, NY 10005

Re: 9.625% Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of May 3, 2002 (the “Indenture”), among JohnsonDiversey, Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of €              in such Note[s] or interests (the “Transfer”), to              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.    ¨      Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A.    The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2.    ¨    Check if Transferee will take delivery of a beneficial interest in the Temporary Regulation S Global Note, the Regulation S Global Note or a Definitive Note pursuant to Regulation S.    The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a

B-1

U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note, the Temporary Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3.    ¨    Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.    The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)    ¨    such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)    ¨    such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)    ¨    such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)    ¨    such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Definitive Notes and in the Indenture and the Securities Act.

4.    ¨    Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)    ¨    Check if Transfer is pursuant to Rule 144.    (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of

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the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)    ¨    Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)    ¨    Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:	Name:
	Title:

Dated:                          

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ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨    a beneficial interest held through Euroclear Account No.              or Clearstream Account No.             , in the:

(i) ¨    144A Global Note (Common Code             ) (ISIN             ), or

(ii) ¨    Regulation S Global Note (Common Code             ) (ISIN             ), or

(iii) ¨    IAI Global Note (Common Code             ) (ISIN             ); or

(b) ¨    a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨    a beneficial interest held through Euroclear Account No.              or Clearstream Account No.             , in the:

(i) ¨    144A Global Note (Common Code             ) (ISIN             ), or

(ii) ¨    Regulation S Global Note (Common Code             ) (ISIN             ), or

(iii) ¨    IAI Global Note (Common Code             ) (ISIN             ), or

iv) ¨ Unrestricted Global Note (Common Code             ) (ISIN             ); or

(b) ¨    a Restricted Definitive Note; or

(c) ¨ an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

The Bank of New York

15 Broad Street, 26th Floor

New York, NY 10005

Re: 9.625 % Senior Subordinated Notes due 2012

[Euroclear Account No.              or Clearstream Account No.             ]

(Common Code             ) (ISIN             )

Reference is hereby made to the Indenture, dated as of May 3, 2002 (the “Indenture”), among JohnsonDiversey, Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                    , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of €              in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1.    Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)    ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.    In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act ”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)     ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.    In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

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(c)    ¨    Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)    ¨    Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.    Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)    ¨    Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.    In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)    ¨    Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.    In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨144A Global Note, ¨Regulation S Global Note, ¨IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

[Insert Name of Transferor]
By:	Name: Title:

Dated:                          

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM

ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

The Bank of New York

15 Broad Street, 26th Floor

New York, NY 10005

Re: 9.625 % Senior Subordinated Notes due 2012

Reference is hereby made to the Indenture, dated as of May 3, 2012 (the “Indenture”), among JohnsonDiversey, Inc., as issuer (the “Company”), the Guarantors named on the signature pages thereto and The Bank of New York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of €              aggregate principal amount of:

(a) ¨        a beneficial interest in a Global Note, or

(b) ¨        a Definitive Note,

we confirm that:

1.    We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.    We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

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3.    We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.    We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.    We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

[Insert Name of Accredited Investor]
By:
	Name: Title:

Dated:                          

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EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of May 3, 2002 (the “Indenture”) among JohnsonDiversey, Inc., (the “Company”), the Guarantors listed on Schedule I thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

E-1

EXHIBIT F

[FORM OF SUPPLEMENTAL INDENTURE  TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of             , 200    , among              (the “Guaranteeing Subsidiary”), a subsidiary of              (or its permitted successor), a [Delaware] corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and             , as trustee under the indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of May 3, 2002 providing for the issuance of 9.625% Senior Subordinated Notes due 2012 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.    Capitalized Terms.    Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    Agreement To Guarantee.    The Guaranteeing Subsidiary hereby agrees as follows:

(a)    Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that:

(i) the principal of, and premium and Special Interest, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so

F-1

guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b)    The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

(c)    The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d)    This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e)    If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f)    The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g)    As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee.

(h)    The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee.

(i)    Pursuant to Section 11.02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance.

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3.    Execution And Delivery.    Each Guaranteeing Subsidiary agrees that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

4.    Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

(a)    The Guaranteeing Subsidiary may not sell or otherwise dispose of all substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor unless:

(i) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(ii) either (A) subject to Section 11.06 of the Indenture, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture, its Subsidiary Guarantees and the Registration Rights Agreement on the terms set forth herein or therein; or (B) the Net Proceeds of that sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation, Section 4.10 thereof.

(b)    In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable under the Indenture which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

(c)    Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

5.    Releases.

(a)    In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the

F-3

Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

(b)    In the event that the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary, then such Guarantor will be released and relieved from any obligations under its Subsidiary Guarantee; provided that such designation is in accordance with the applicable provisions of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such designation was made by the Company in accordance with the terms of this Indenture, including without limitation Section 4.07 and Section 4.10 hereof, the Trustee will execute any documents reasonably requested by the Company in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

(c)    Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture.

6.    No Recourse Against Others.    No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

7.    New York Law To Govern.    THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

8.    Counterparts.    The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9.    Effect Of Headings.    The Section headings herein are for convenience only and shall not affect the construction hereof.

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10.    The Trustee.    The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

F-5

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Dated:             , 20            

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:

JOHNSONDIVERSEY, INC.
By:
	Name:
	Title:

[EXISTING GUARANTORS]
By:
	Name:
	Title:

THE BANK OF NEW YORK, as Trustee
By:
	Authorized Signatory

F-6

EX-4.5

Exhibit 4.5

EXECUTION COPY

JohnsonDiversey, Inc.

U.S. $300,000,000 9.625% Senior Subordinated Notes due 2012

unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by the Guarantors

named in Schedule I hereto

Exchange and Registration Rights Agreement

            May 3, 2002

Goldman, Sachs & Co.

Salomon Smith Barney Inc.

Banc One Capital Markets, Inc.

ABN AMRO Incorporated

The Royal Bank of Scotland plc

As representatives of the several Purchasers

named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

JohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its U.S. $300,000,000 9.625% Senior Subordinated Notes due 2012, which are unconditionally guaranteed by the Guarantors named in Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.    Certain Definitions.    For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

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The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guarantors” shall have the meaning assigned thereto in the Indenture.

The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Indenture” shall mean the Indenture, dated as of May 3, 2002, relating to the Securities by and among the Company, the Guarantors and BNY Midwest Trust Company, as Trustee, as the same shall be amended from time to time.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

The term “person” shall mean a corporation, association, partnership, organization, busi­ness, individual, government or political subdivision thereof or governmental agency.

“Purchase Agreement” shall mean the Purchase Agreement, dated as of April 29, 2002, by and among the Purchasers, the Guarantors and the Company relating to the Securities.

“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.

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“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities” shall mean, collectively, the U.S. $ 300,000,000 9.625% Senior Subordinated Notes due 2012 of the Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantees provided for in the Indenture (the “Guarantees”) and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantees.

“Securities Act” shall mean the Securities Act of 1933, or any successor act thereto, as the same shall be amended from time to time.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

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“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor act thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

2.    Registration Under the Securities Act.

(a)    Except as set forth in Section 2(b) below, the Company and each of the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by each of the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Company and each of the Guarantors agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company and each of the Guarantors further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 business days after the Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Company and each of the Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange

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Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

(b)    If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 210 days plus 45 business days following the Closing Date or (iii) any holder of Securities notifies the Company prior to the 20^th day following the consummation of the Exchange Offer that, (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer is not appropriate or available for such resales or (C) that it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, the Company and each of the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than the later of 90 days after the time such obligation to file arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and each of the Guarantors agree to use their best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 180 days after the obligation to file the Shelf Registration Statement arises and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company and each of the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

(c)    In the event that (i) the Company and the Guarantors have not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become

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effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per $1,000 principal amount of Securities with respect to the first 90 days of the Registration Default Period. The amount of Special Interest will increase by an additional $.05 per week per $1,000 principal amount of Securities with respect to each subsequent 90-day period of the Registration Default Period until all the Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of Securities.

(d)    The Company and each of the Guarantors shall take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

(e)    Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

3.    Registration Procedures.

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)    At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company and the Guarantors shall qualify the Indenture under the Trust Indenture Act of 1939.

(b)    In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(c)    In connection with the Company’s and each of the Guarantor’s obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and each of the Guarantors shall, as soon as practicable (or as otherwise specified):

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(i)    prepare and file with the Commission, as soon as practicable but no later than 120 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and the Guarantors and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use their best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 210 days after the Closing Date;

(ii)    as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii)    promptly notify each broker-dealer that has requested or received copies of the prospectus included in such Exchange Registration Statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and each of the Guarantors contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(iv)    in the event that the Company and the Guarantors would be required, pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable

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number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(v)    use their best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)    use their best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Company nor any of the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction, (3) become subject to taxation in any jurisdiction where it is not then so subject or (4) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(vii)    use their best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

(viii)    provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

(ix)    comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(d)    In connection with the Company’s and each of the Guarantor’s obligations with respect to the Shelf Registration, if applicable, the Company and each of the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)    prepare and file with the Commission, as soon as practicable but in any case within the time period specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and the Guarantors and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such

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of the holders as, from time to time, may be Electing Holders and use its best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time period specified in Section 2(b);

(ii)    not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

(iii)    after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;

(iv)    as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

(v)    comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi)    provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

(vii)    for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other

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reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company and the Guarantors that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company and the Guarantors, and cause the officers, employees, counsel and independent public accountants of the Company and the Guarantors to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue state­ment of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(viii)    promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf­ Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact

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required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(ix)    use their best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(x)    if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)    furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company and each of the Guarantors hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

(xii)    use best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky

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laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf Registration Statement, but not beyond the period the Shelf Registration is required to remain effective under Section 2(b) above, and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Company nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction, (3) become subject to taxation in any jurisdiction where it is not then so subject or (4) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(xiii)    use their best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

(xiv)    unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

(xv)    provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xvi)    enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

(xvii)    whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made

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in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company and the Guarantors in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of the Company and the Guarantors; the qualification of the Company and the Guarantors to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or governmental proceedings involving the Company or any of its subsidiaries; the absence of a breach by the Company or any of its subsidiaries of, or a default under, specified material agreements binding upon the Company or any subsidiary of the Company; the absence of specified governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Registrable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under state securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented (in each case other than the financial statements and other financial information contained therein), of an untrue statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the case of incorporated documents, in the light of the circum­stances existing at the time that such documents were filed with the Commission under the Exchange Act)); (C) obtain a “cold comfort” letter or letters from the independent public accountants of the Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily

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covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

(xviii)    notify in writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix)    in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National Association of Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx)    comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(e)    In the event that the Company and the Guarantors would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company and each of the Guarantors shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to

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purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company and the Guarantors pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f)    In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(g)    Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

4.    Registration Expenses.

The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the state securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production,

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distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto and each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s and the Guarantors’ officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) the reasonable fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) the reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

5.    Representations and Warranties.

The Company and each of the Guarantors represents and warrants to, and agrees with, each Purchaser and each of the holders from time to time of Registrable Securities that:

(a)    Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and each

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prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities or any placement or sales agent or underwriter expressly for use therein.

(b)    Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or Exchange Act, as applicable, and none of such documents will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities or any placement or sales agent or underwriter expressly for use therein.

(c)    The compliance by the Company and each of the Guarantors with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any subsidiary of the Company is a party or by which the Company or any subsidiary of the Company is bound or to which any of the property or assets of the Company or any subsidiary of the Company is subject and which agreement or instrument is material to the Company and its subsidiaries, taken as a whole; (ii) result in any violation of the provisions of the certificate of incorporation, as amended, the by-laws or similar organizational documents of the Company or any of the Guarantors; or (iii) result in a violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any subsidiary of the Company or any of their properties and which violation would have a material adverse effect on the Company and its subsidiaries, taken as a whole; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company or any of the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the offering and distribution of the Securities.

(d)    This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

6.    Indemnification.

(a)    Indemnification by the Company and each of the Guarantors.    The Company and each of the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of

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the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any of the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

(b)    Indemnification by the Holders and any Agents and Underwriters.    The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

(c)    Notices of Claims, Etc.    Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such

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indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)    Contribution.    If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commis­sions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay

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by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

(e)    The obligations of the Company and each of the Guarantors under this Section 6 shall be in addition to any liability which the Company or any of the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or the Guarantors) and to each person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act.

7.    Underwritten Offerings.

(a)    Selection of Underwriters.    If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b)    Participation by Holders.    Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.    Rule 144.

The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the

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limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.    Miscellaneous.

(a)    No Inconsistent Agreements.    The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

(b)    Specific Performance.    The parties hereto acknowledge that there would be no adequate remedy at law if the Company or any of the Guarantors fail to perform any of their obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company and the Guarantors under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)    Notices.    All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at 8310 16^th Street, P.O. Box 902, Sturtevant, WI 53177-0902, Attention: General Counsel, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(d)    Parties in Interest.    All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders from time to time of the Registrable Securities and the control persons referred to in Section 6 and the respective successors and assigns of the parties hereto, such holders and such control persons. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)    Survival.    The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made

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pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Regis­trable Securities by such holder and the consummation of an Exchange Offer.

(f)    Governing Law.    This Exchange and Registration Rights Agreement shall be governed by and con­strued in accordance with the laws of the State of New York.

(g)    Headings.    The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement.

(h)    Entire Agreement; Amendments.    This Exchange and Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i)    Inspection.    For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

(j)    Counterparts.    This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, each of the Guarantors and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,

JOHNSONDIVERSEY, INC.

JOHNSON POLYMER, INC.

By:	/S/  MICHAEL J. BAILEY
	Name:  Michael J. Bailey Title:    Senior Vice President and Chief             Financial Officer

DUBOIS INTERNATIONAL, INC.

By:	/S/  MICHAEL J. BAILEY
	Name:  Michael J. Bailey Title:    President

AUTO-C, LLC INTEGRATION SANITATION MANAGEMENT, INC. JD REAL ESTATE SUBSIDIARY, LLC JOHNSON DIVERSEY CAYMAN, INC. JOHNSON DIVERSEY PUERTO RICO, INC. JOHNSON DIVERSEY SHAREHOLDINGS, INC. JOHNSON DIVERSEY SUBSIDIARY #1 LLC JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC. PROFESSIONAL SHAREHOLDINGS, INC.
By:	/S/    JOANNE BRANDES
	Name:    JoAnne Brandes Title:    President
PRISM SANITATION MANAGEMENT, LLC
By:	/S/     JOANNE BRANDES
	Name:    JoAnne Brandes Title:    Secretary

CHEMICAL METHODS ASSOCIATES, INC. CHEMICAL METHODS LEASCO, INC. U S CHEMICAL CORPORATION WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.
By:	/S/    DAVID C. QUAST
	Name:    David C. Quast Title:    Secretary

THE BUTCHER COMPANY JWP INVESTMENTS, INC.
By:	/S/    LUIS F. MACHADO
	Name:    Luis F. Machado Title:    Vice President and Secretary

Accepted as of the date hereof: GOLDMAN, SACHS & CO. SALOMON SMITH BARNEY, INC. BANC ONE CAPITAL MARKETS, INC. ABN AMRO INCORPORATED THE ROYAL BANK OF SCOTLAND PLC
By:	/S/    GOLDMAN, SACHS & CO.
	(Goldman, Sachs & Co.)

SCHEDULE I

NAMES OF GUARANTORS

Auto-C, LLC

Chemical Methods Associates, Inc.

Chemical Methods Leasco, Inc.

DuBois International, Inc.

JD Real Estate Subsidiary, LLC

Johnson Diversey Cayman, Inc.

Johnson Diversey Puerto Rico, Inc.

Johnson Diversey Shareholdings, Inc.

Johnson Diversey Subsidiary #1 LLC

Johnson Polymer, Inc.

Johnson Wax Diversey Shareholdings, Inc.

JWP Investments, Inc.

Integrated Sanitation Management, Inc.

Prism Sanitation Management, LLC

Professional Shareholdings, Inc.

The Butcher Company

U S Chemical Corporation

Whitmire Micro-Gen Research Laboratories, Inc.

EXHIBIT A

JohnsonDiversey, Inc.

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT—IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the JohnsonDiversey, Inc. (the “Company”) U.S. $ 300,000,000 9.625% Senior Subordinated Notes due 2012 (the “Securities”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact JohnsonDiversey, Inc., 8310 16^th Street, P.O. Box 902, Sturtevant, WI 53177-0902, (262) 631-4001, Attention: General Counsel.

JohnsonDiversey, Inc.

*Not less than 28 calendar days from date of mailing.

A-1

JohnsonDiversey, Inc.

NOTICE OF REGISTRATION STATEMENT

AND

SELLING SECURITYHOLDER QUESTIONNAIRE

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between JohnsonDiversey, Inc. (the “Company”), the Guarantors named in Schedule I thereto and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [            ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s U.S. $300,000,000 9.625% Senior Subordinated Notes due 2012 (the “Securities”). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
(2)		Address for Notices to Selling Securityholder: Telephone:                                                                                                                                                                         Fax:                                                                                                                                                                                       Contact Person:
(3)		Beneficial Ownership of Securities:
		Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	(a)	Principal amount of Registrable Securities beneficially owned:
		CUSIP No(s), of such Registrable Securities:
	(b)	Principal amount of Securities other than Registrable Securities beneficially owned:
		CUSIP No(s). of such other Securities
	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:
		CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement
(4)		Beneficial Ownership of Other Securities of the Company:
		Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).
		State any exceptions here:
(5)		Relationships with the Company:

A-4

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly

A-5

notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)    To the Company:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, WI 53177-0902

Attn: General Counsel

(ii)    With a copy to:

Jones, Day, Reavis & Pogue

77 West Wacker

Chicago, IL 60601-1692

Attn: Elizabeth C. Kitslaar, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

Selling Securityholder

(Print/type full legal name of beneficial owner of Registrable Securities)

By:

Name:

Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

Jones, Day, Reavis & Pogue

77 West Wacker

Chicago, IL 60601-1692

Attn: Elizabeth C. Kitslaar, Esq.

A-7

EXHIBIT B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

BNY Midwest Trust Company

JohnsonDiversey, Inc.

c/o BNY Midwest Trust Company

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602

Attention: Trust Officer

Re: JohnsonDiversey, Inc. (the “Company”)  U.S. $300,000,000 9.625% Senior Subordinated Notes due 2012            

Dear Sirs:

Please be advised that                      has transferred $        aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [            ] (File No. 333-            ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,

(Name)

By:

(Authorized Signature)

B-1

EX-4.6

Exhibit 4.6

EXECUTION COPY

JohnsonDiversey, Inc.

€ 225,000,000 9.625% Senior Subordinated Notes due 2012

unconditionally guaranteed as to the

payment of principal, premium,

if any, and interest by the Guarantors

named in Schedule I hereto

Exchange and Registration Rights Agreement

            May 3, 2002

Goldman, Sachs & Co.

Salomon Smith Barney Inc.

Banc One Capital Markets, Inc.

ABN AMRO Incorporated

The Royal Bank of Scotland plc

    As representatives of the several Purchasers

    named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

JohnsonDiversey, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its € 225,000,000 9.625% Senior Subordinated Notes due 2012, which are unconditionally guaranteed by the Guarantors named in Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.    Certain Definitions.    For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

1

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guarantors” shall have the meaning assigned thereto in the Indenture.

The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Indenture” shall mean the Indenture, dated as of May 3, 2002, relating to the Securities by and among the Company, the Guarantors and The Bank of New York, as Trustee, as the same shall be amended from time to time.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

The term “person” shall mean a corporation, association, partnership, organization, busi­ness, individual, government or political subdivision thereof or governmental agency.

“Purchase Agreement” shall mean the Purchase Agreement, dated as of April 29, 2002, by and among the Purchasers, the Guarantors and the Company relating to the Securities.

“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.

2

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(c) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities” shall mean, collectively, the € 225,000,000 9.625% Senior Subordinated Notes due 2012 of the Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantees provided for in the Indenture (the “Guarantees”) and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantees.

“Securities Act” shall mean the Securities Act of 1933, or any successor act thereto, as the same shall be amended from time to time.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

“Special Interest” shall have the meaning assigned thereto in Section 2(c) hereof.

3

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor act thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

2.    Registration Under the Securities Act.

(a)    Except as set forth in Section 2(b) below, the Company and each of the Guarantors agree to file under the Securities Act, as soon as practicable, but no later than 120 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by each of the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called “Exchange Securities”). The Company and each of the Guarantors agree to use their best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 210 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company and each of the Guarantors further agree to use their best efforts to commence and complete the Exchange Offer promptly, but no later than 45 business days after the Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 30 days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securities and related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Company and each of the Guarantors agree (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable

4

Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

(b)    If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 210 days plus 45 business days following the Closing Date or (iii) any holder of Securities notifies the Company prior to the 20^th day following the consummation of the Exchange Offer that, (A) it is prohibited by law or Commission policy from participating in the Exchange Offer, (B) it may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer is not appropriate or available for such resales or (C) that it is a broker-dealer and owns Securities acquired directly from the Company or an affiliate of the Company, the Company and each of the Guarantors shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than the later of 90 days after the time such obligation to file arises, a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and each of the Guarantors agree to use their best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 180 days after the obligation to file the Shelf Registration Statement arises and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company and each of the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

(c)    In the event that (i) the Company and the Guarantors have not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section

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2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 45 business days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per $1,000 principal amount of Securities with respect to the first 90 days of the Registration Default Period. The amount of Special Interest will increase by an additional $.05 per week per $1,000 principal amount of Securities with respect to each subsequent 90-day period of the Registration Default Period until all the Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.50 per week per $1,000 principal amount of Securities.

(d)    The Company and each of the Guarantors shall take all actions necessary or advisable to be taken by them to ensure that the transactions contemplated herein are effected as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

(e)    Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

3.    Registration Procedures.

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)    At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company and the Guarantors shall qualify the Indenture under the Trust Indenture Act of 1939.

(b)     In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

(c)     In connection with the Company’s and each of the Guarantor’s obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and each of the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)    prepare and file with the Commission, as soon as practicable but no later than 120 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and the Guarantors and which shall

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permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use their best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 210 days after the Closing Date;

(ii)    as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii)    promptly notify each broker-dealer that has requested or received copies of the prospectus included in such Exchange Registration Statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post–effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post–effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and each of the Guarantors contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post–effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(iv)    in the event that the Company and the Guarantors would be required, pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of

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the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(v)    use their best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)    use their best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Company nor any of the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction, (3) become subject to taxation in any jurisdiction where it is not then so subject or (4) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(vii)    use their best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

(viii)    provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

(ix)    comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(d)    In connection with the Company’s and each of the Guarantor’s obligations with respect to the Shelf Registration, if applicable, the Company and each of the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)    prepare and file with the Commission, as soon as practicable but in any case within the time period specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and the Guarantors and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time period specified in Section 2(b);

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(ii)    not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

(iii)    after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;

(iv)    as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

(v)    comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi)    provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;

(vii)    for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company and the Guarantors that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company and the Guarantors, and

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cause the officers, employees, counsel and independent public accountants of the Company and the Guarantors to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(viii)    promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf­ Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company and the Guarantors contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

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(ix)    use their best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(x)    if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)    furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company and each of the Guarantors hereby consent to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

(xii)    use best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to

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permit the continuance of offers, sales and dealings therein in such jurisdictions for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Securities pursuant to such Shelf Registration Statement, but not beyond the period the Shelf Registration is required to remain effective under Section 2(b) above, and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Company nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction, (3) become subject to taxation in any jurisdiction where it is not then so subject or (4) make any changes to its certificate of incorporation or by–laws or any agreement between it and its stockholders;

(xiii)    use their best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

(xiv)    unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

(xv)    provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xvi)    enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

(xvii)    whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company and the Guarantors in

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customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of the Company and the Guarantors; the qualification of the Company and the Guarantors to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or governmental proceedings involving the Company or any of its subsidiaries; the absence of a breach by the Company or any of its subsidiaries of, or a default under, specified material agreements binding upon the Company or any subsidiary of the Company; the absence of specified governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Registrable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under state securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented (in each case other than the financial statements and other financial information contained therein), of an untrue statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the case of incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Exchange Act)); (C) obtain a “cold comfort” letter or letters from the independent public accountants of the Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities

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at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

(xviii)    notify in writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix)    in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of the National Association of Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx)    comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(e)    In the event that the Company and the Guarantors would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company and each of the Guarantors shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue

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statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company and the Guarantors pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f)    In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

(g)    Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

(4)    Registration Expenses.

The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the state securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto and each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the

15

expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal expenses (including all salaries and expenses of the Company’s and the Guarantors’ officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) the reasonable fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) the reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

(5)    Representations and Warranties.

The Company and each of the Guarantors represents and warrants to, and agrees with, each Purchaser and each of the holders from time to time of Registrable Securities that:

(a)    Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and

16

the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities or any placement or sales agent or underwriter expressly for use therein.

(b)    Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they are filed with the Commission, will conform in all material respects to the requirements of the Securities Act or Exchange Act, as applicable, and none of such documents will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities or any placement or sales agent or underwriter expressly for use therein.

(c)    The compliance by the Company and each of the Guarantors with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not: (i) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any subsidiary of the Company is a party or by which the Company or any subsidiary of the Company is bound or to which any of the property or assets of the Company or any subsidiary of the Company is subject and which agreement or instrument is material to the Company and its subsidiaries, taken as a whole; (ii) result in any violation of the provisions of the certificate of incorporation, as amended, the by-laws or similar organizational documents of the Company or any of the Guarantors; or (iii) result in a violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any subsidiary of the Company or any of their properties and which violation would have a material adverse effect on the Company and its subsidiaries, taken as a whole; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company or any of the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the offering and distribution of the Securities.

(d)    This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

6.    Indemnification.

(a)    Indemnification by the Company and each of the Guarantors.    The Company and each of the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or

17

liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any of the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein.

(b)    Indemnification by the Holders and any Agents and Underwriters.    The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

(c)    Notices of Claims, Etc.    Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so

18

to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)    Contribution.    If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commis­sions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the

19

public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

(e)    The obligations of the Company and each of the Guarantors under this Section 6 shall be in addition to any liability which the Company or any of the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or the Guarantors) and to each person, if any, who controls the Company or the Guarantors within the meaning of the Securities Act.

7.    Underwritten Offerings.

a.    Selection of Underwriters.    If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

b.    Participation by Holders.    Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.    Rule 144.

The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with

20

that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.    Miscellaneous.

(a)    No Inconsistent Agreements.     The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

(b)    Specific Performance.    The parties hereto acknowledge that there would be no adequate remedy at law if the Company or any of the Guarantors fail to perform any of their obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company and the Guarantors under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)    Notices.    All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at 8310 16th Street, P.O. Box 902, Sturtevant, WI 53177-0902, Attention: General Counsel, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(d)    Parties in Interest.    All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto, the holders from time to time of the Registrable Securities and the control persons referred to in Section 6 and the respective successors and assigns of the parties hereto, such holders and such control persons. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)    Survival.    The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any

21

director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Regis­trable Securities by such holder and the consummation of an Exchange Offer.

(f)    Governing Law.    This Exchange and Registration Rights Agreement shall be governed by and con­strued in accordance with the laws of the State of New York.

(g)    Headings.    The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement.

(h)    Entire Agreement; Amendments.    This Exchange and Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i)    Inspection.    For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

(j)    Counterparts.    This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

22

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, each of the Guarantors and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,

JOHNSONDIVERSEY, INC.

JOHNSON POLYMER, INC.

By:	/s/ MICHAEL J. BAILEY
	Name: Michael J. Bailey
	Title: Senior Vice President and Chief  Financial Officer
DUBOIS INTERNATIONAL, INC.
By:	/s/ MICHAEL J. BAILEY
	Name: Michael J. Bailey
	Title: President

AUTO-C, LLC
INTEGRATION SANITATION MANAGEMENT, INC.
JD REAL ESTATE SUBSIDIARY, LLC
JOHNSON DIVERSEY CAYMAN, INC.
JOHNSON DIVERSEY PUERTO RICO, INC.
JOHNSON DIVERSEY SHAREHOLDINGS, INC.
JOHNSON DIVERSEY SUBSIDIARY #1 LLC
JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC.
PROFESSIONAL SHAREHOLDINGS, INC.
By:	/s/ JOANNE BRANDES
	Name: JoAnne Brandes
	Title: President

PRISM SANITATION MANAGEMENT, LLC
By:	/s/ JOANNE BRANDES
	Name: JoAnne Brandes
	Title: Secretary

CHEMICAL METHODS ASSOCIATES, INC.
CHEMICAL METHODS LEASCO, INC.
U S CHEMICAL CORPORATION
WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.
By:	/s/ DAVID C. QUAST
	Name: David C. Quast
	Title: Secretary

THE BUTCHER COMPANY
JWP INVESTMENTS, INC.
By:	/s/ LUIS F. MACHADO
	Name: Luis F. Machado
	Title: Vice President and Secretary

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

SALOMON SMITH BARNEY, INC.

BANC ONE CAPITAL MARKETS, INC.

ABN AMRO INCORPORATED

THE ROYAL BANK OF SCOTLAND PLC

By:	/s/ GOLDMAN, SACHS & CO.
	(Goldman, Sachs & Co.)

SCHEDULE I

NAMES OF GUARANTORS

Auto-C, LLC

Chemical Methods Associates, Inc.

Chemical Methods Leasco, Inc.

DuBois International, Inc.

JD Real Estate Subsidiary, LLC

Johnson Diversey Cayman, Inc.

Johnson Diversey Puerto Rico, Inc.

Johnson Diversey Shareholdings, Inc.

Johnson Diversey Subsidiary #1 LLC

Johnson Polymer, Inc.

Johnson Wax Diversey Shareholdings, Inc.

JWP Investments, Inc.

Integrated Sanitation Management, Inc.

Prism Sanitation Management, LLC

Professional Shareholdings, Inc.

The Butcher Company

U S Chemical Corporation

Whitmire Micro-Gen Research Laboratories, Inc.

28

EXHIBIT A

JohnsonDiversey, Inc.

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT—IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in the JohnsonDiversey, Inc. (the “Company”) € 225,000,000 9.625% Senior Subordinated Notes due 2012 (the “Securities”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact JohnsonDiversey, Inc., 8310 16^th Street, P.O. Box 902, Sturtevant, WI 53177-0902, (262) 631-4001, Attention: General Counsel.

JohnsonDiversey, Inc.

*Not less than 28 calendar days from date of mailing.

A-1

JohnsonDiversey, Inc.

NOTICE OF REGISTRATION STATEMENT  

AND  

SELLING SECURITYHOLDER QUESTIONNAIRE

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) between JohnsonDiversey, Inc. (the “Company”), the Guarantors named in Schedule I thereto and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [    ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s € 225,000,000 9.625% Senior Subordinated Notes due 2012 (the “Securities”). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)   (a)   Full Legal Name of Selling Securityholder:

(b) Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:

(c) Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:

(2)   Address for Notices to Selling Securityholder:

Telephone:                                                                                                                                                                                       

Fax:                                                                                                                                                                                                     

Contact Person:                                                                                                                                                                             

(3)   Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.

(a) Principal amount of Registrable Securities beneficially owned:                                                                     

CUSIP No(s). of such Registrable Securities:                                                                              

(b) Principal amount of Securities other than Registrable Securities beneficially owned:

CUSIP No(s). of such other Securities:                                                                                            

(c)   Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:                                                                                                                                           

CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:

(4)   Beneficial Ownership of Other Securities of the Company:

Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).

State any exceptions here:

(5)   Relationships with the Company:

A-4

Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

(6)    Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly

A-5

notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i) To the Company:

JohnsonDiversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, WI 53177-0902

Attn: General Counsel

(ii) With a copy to:

Jones, Day, Reavis & Pogue

77 West Wacker

Chicago, IL 60601-1692

Attn: Elizabeth C. Kitslaar, Esq.

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:

Selling Securityholder

(Print/type full legal name of beneficial
owner of Registrable Securities)

By:
	Name:
	Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

Jones, Day, Reavis & Pogue

77 West Wacker

Chicago, IL 60601-1692

Attn: Elizabeth C. Kitslaar, Esq.

A-7

EXHIBIT B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York

JohnsonDiversey, Inc.

c/o The Bank of New York

15 Broad Street, 26th Floor

New York, NY 10005

Attention: Trust Officer

Re:	JohnsonDiversey, Inc. (the “Company”)
	€ 225,000,000 9.625% Senior Subordinated Notes due 2012

Dear Sirs:

Please be advised that              has transferred $     aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [            ] (File No. 333-            ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
	(Name)
By:	(Authorized Signature)

B-1

EX-10.1

Exhibit 10.1

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN

OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE

SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

PURCHASE AGREEMENT

among

JOHNSON PROFESSIONAL HOLDINGS, INC.,

S. C. JOHNSON COMMERCIAL MARKETS, INC.

and

CONOPCO, INC.

Dated as of November 20, 2001

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
1.1	Certain Definitions	1
1.2	Other Definitional Provisions	37
ARTICLE II	THE TRANSACTIONS	45
2.1	Issue and Subscription for Holdings Shares; Purchase and Sale of Shares and Assets	45
2.2	Assumption of Liabilities	46
ARTICLE III	CLOSING; PURCHASE PRICE ADJUSTMENT	46
3.1	The Closing	46
3.2	Deliveries by Buyer	47
3.3	Deliveries by Conopco	48
3.4	Further Assurances and Joint Venture Interests; Delayed Closings	50
3.5	Closing Statements	57
3.6	Adjustments of Subscription Payment and/or Purchase Price	63
3.7	Allocation	64
3.8	Adjustment to and Reallocation of Purchase Price for EBITDA Changes	65
ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF CONOPCO	65
4.1	Organization, Good Standing, Power, etc	66
4.2	Capitalization of the Companies	67
4.3	Consents; No Conflicts	69
4.4	Financial Statements	70
4.5	Absence of Certain Changes or Events	77
4.6	Taxes	78
4.7	Real Property	79
4.8	Good Title to and Sufficiency and Condition of Assets; Companies	80
4.9	Contracts	81
4.10	Intellectual Property Rights	83
4.11	Litigation and Claims	87
4.12	Compliance with Law; Authorizations	87
4.13	Environmental Matters	88
4.14	Regulatory Matters and Competition/Investment	89
4.15	Labor Matters	90

-i-

		Page
4.16	Broker’s Fees	90
4.17	Customers and Suppliers	90
4.18	Product Warranty	91
4.19	Absence of Certain Commercial Practices	91
4.20	Data Protection Act	91
4.21	Securities Act	92
4.22	Employees and Employee Benefits Matters	92
4.23	No Knowledge of Breach by Buyer	92
4.24	No Other Representations or Warranties; Disclosure	92
4.25	Conduct of DiverseyLever Business following Signing	92
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF BUYER	92
5.1	Organization, Good Standing, Power, etc	93
5.2	Capitalization	94
5.3	Consents; No Conflicts	95
5.4	Financial Statements	96
5.5	Absence of Certain Changes or Events	98
5.6	Taxes	99
5.7	Real Property	100
5.8	Good Title to and Sufficiency and Condition of Assets	101
5.9	Contracts	101
5.10	Intellectual Property Rights	103
5.11	Litigation and Claims	106
5.12	Compliance with Law; Authorizations	107
5.13	Environmental Matters	107
5.14	Regulatory Matters and Competition/Investment	108
5.15	Labor Matters	109
5.16	Broker’s Fees	109
5.17	Financing	109
5.18	Product Warranty	109
5.19	Absence of Certain Commercial Practices	110
5.20	Data Protection Act	110

-ii-

		Page
5.21	Securities Act	110
5.22	Employees and Employee Benefits Matters	110
5.23	No Knowledge of Breach by Conopco	110
5.24	No Other Representations or Warranties	111
5.25	Conduct of CMI Business following Signing	111
5.26	Customers and Suppliers	111
ARTICLE VI	COVENANTS	111
6.1	Conduct of DiverseyLever Business Pending the Closing	111
6.2	Conduct of CMI Business Pending the Closing	116
6.3	Permitted Actions	120
6.4	Intellectual Property Matters	121
6.5	Expenses	123
6.6	Reasonable Best Efforts	124
6.7	Access to Information	125
6.8	Filings and Authorizations	129
6.9	Tax Matters	131
6.10	Removal of Assets	146
6.11	Access to Records After Closing	146
6.12	Replacement of Guaranty Obligations	147
6.13	Non-Solicitation	148
6.14	Exclusivity	148
6.15	Further Assurances	149
6.16	Tax Certificates; Withholding Tax	149
6.17	The Financing	150
6.18	Confidentiality	153
6.19	Bulk Transfer Laws	154
6.20	Misdirected Payments	154
6.21	Interim Period Deliveries of Conopco and Related Matters	154
6.22	Finalization of Arrangements	156
6.23	Insurance	157
6.24	Termination Payments	157

-iii-

		Page
6.25	Maintenance of Corporate Existence	157
ARTICLE VII	CERTAIN PRE-CLOSING ACTIONS	157
7.1	Shared Facilities	157
7.2	Termination of Certain Relationships	163
7.3	[**]
7.4	DiverseyLever Pre-Closing Reorganizations	165
7.5	DiverseyLever Pre–Closing Transfers	165
7.6	CMI Pre-Closing Reorganizations	166
7.7	CMI Pre-Closing Actions	166
ARTICLE VIII	CONDITIONS	167
8.1	Conditions to Obligation of Each Party to Effect the Transactions Contemplated by this Agreement	167
8.2	Conditions to the Obligation of Conopco	168
8.3	Conditions to the Obligation of Buyer	169
8.4	Frustration of Closing Conditions	171
ARTICLE IX	AGREEMENTS WITH RESPECT TO EMPLOYEES AND EMPLOYEE BENEFITS	171
ARTICLE X	TERMINATION, AMENDMENT AND WAIVER	171
10.1	Termination by Mutual Consent	171
10.2	Termination by Either Buyer or Conopco	171
10.3	Termination by Conopco	172
10.4	Termination by Buyer	173
10.5	Effect of Termination and Abandonment	175
ARTICLE XI	INDEMNIFICATION	176
11.1	Indemnification	176
11.2	Procedures	188
11.3	Limitations	192
11.4	Exclusions	195
11.5	Closing Statement Items	196
11.6	Changes in Applicable Law	197
11.7	No Set-Off	197
11.8	Manner of Payment of Costs	.197

-iv-

		Page
11.9	Retained Litigation	198
ARTICLE XII	GENERAL PROVISIONS	201
12.1	Public Statements	201
12.2	Notices	201
12.3	Survival of Representations and Warranties	204
12.4	Amendment	208
12.5	Waiver	208
12.6	Parties in Interest	209
12.7	Entire Agreement	209
12.8	Counterparts	209
12.9	Governing Law; Severability	209
12.10	Consent to Jurisdiction and Service of Process	209
12.11	Waiver of Jury Trial	210
12.12	No Third Party Beneficiaries	211
12.13	Certain Payments	211

-v-

EXHIBITS
Exhibit A	Asset Sellers, Share Sellers, Companies and Joint Venture Entities
Exhibit B	Form of Agency Agreement
Exhibit C	CMI Accounting Policies
Exhibit D	CMI June 29, 2001 Balance Sheet
Exhibit E	Unilever Accounting Policy Manual
Exhibit F	DiverseyLever Accounting Principles
Exhibit G	Form of IP Assignment
Exhibit H	Form of Non-Competition Agreement
Exhibit I	Term Sheet for Note and Registration Rights Agreement
Exhibit J	Form of Stockholders’ Agreement
Exhibits K-1 and K-2	Forms of Supply Agreement
Exhibits L-1 and L-2	Forms of Retained Technology License Agreement and Transferred Technology Agreement
Exhibits M-1 and M-2	Form of Trademark License Agreement and Form of Dispensed Product Agreement
Exhibit N	Form of Transitional Services Agreement
Exhibit O	Forms of Legal Opinions
Exhibit P	Preparation of Closing Statements
Exhibit Q	DiverseyLever Statutory Financial Statements
Exhibit R	DiverseyLever Management Financial Statements
Exhibit S	Inflation Charge on Working Capital
SCHEDULES
Schedule A	Adjusted EBITDA
Schedule B	CMI Base Working Capital Amount
Schedule C	CMI Discontinued or Excluded Businesses
Schedule D	Unilever Consumer Brands
Schedule E	DiverseyLever Discontinued or Excluded Businesses
Schedule F	Exceptional and Non-Recurring Items
Schedule G	Excluded Assets
Schedule H	Excluded Employees
Schedule I	Excluded Intellectual Property
Schedule J	[**]
Schedule K	DiverseyLever Base Working Capital Amount
Schedule L	Seconded Employees
Schedule 2.1	Designated Buyers
Schedule 3.7	Allocation of the Purchase Price and Assumed Liabilities; Principles for Allocation
Schedule 3.8	EBITDA Purchase Price Adjustment and Reallocation
Schedule 4.4(d)(i)	Review Standards for Certain Financial Statements
Schedule 5.17	Financing Commitments
Schedule 6.7(e)	Phase I Environmental Assessment Principles
Schedule 6.13	Return Employees
Schedule 6.17(e)	Future DiverseyLever Unaudited Financial Statements

-vi-

Schedule 7.1(a)	Shared Facilities
Schedule 7.4(a)	DiverseyLever Pre-Closing Reorganizations
Schedule 7.6(a)	CMI Pre-Closing Reorganizations
Schedule 7.7(c)	CMI Consumer Contracts
Schedule 9	Agreements with Respect to Employees and Employee Benefits
Schedule 11.1(a)(iii)(B)	Material Third Party Consents
Schedule 11.9	Retained Litigation

vii

PURCHASE AGREEMENT

This PURCHASE AGREEMENT dated as of November 20, 2001, is by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.” and, together with Holdings, “Buyer”) and Conopco, Inc., a New York corporation (“Conopco”).

RECITALS

WHEREAS, Unilever (as hereinafter defined), through the Sellers (as hereinafter defined), is engaged in the DiverseyLever Business (as hereinafter defined);

WHEREAS, Conopco is an indirect, wholly-owned subsidiary of Unilever;

WHEREAS, Conopco desires to subscribe for, or cause the subscription for, the Holdings Shares (as hereinafter defined) from Holdings, and Holdings desires to issue to Conopco or to such other Person(s) (as hereinafter defined) as are permitted under the Stockholders’ Agreement (as hereinafter defined) to own the Holdings Shares, the Holdings Shares on the terms and conditions set forth in this Agreement;

WHEREAS, Conopco desires to sell, or cause the sale of, the DiverseyLever Business (excluding the UK Shares (as hereinafter defined)) to Buyer or the Designated Buyers (as hereinafter defined), and Buyer or the Designated Buyers desire to purchase from Sellers, the DiverseyLever Business (excluding the UK Shares), in each case, on the terms and conditions set forth in this Agreement;

WHEREAS, in respect of the UK Shares, Conopco and Buyer desire that a sale and purchase of such UK Shares shall occur by the applicable Share Seller agreeing through the agency of Conopco with the Designated UK Buyer through the agency of Commercial Markets, Inc. to sell to the relevant Designated UK Buyer the UK Shares on the terms and conditions set forth in this Agreement; and

WHEREAS, certain facilities, assets and services of Unilever and its Affiliates (as hereinafter defined) are utilized in the DiverseyLever Business, on the one hand, and the other businesses of Unilever and its Affiliates, on the other hand, and after the Closing (as hereinafter defined) certain of such facilities, assets and services will be shared by Unilever and its Affiliates and Buyer and the Designated Buyers pursuant to the terms of certain agreements contemplated hereby.

NOW, THEREFORE, Buyer and Conopco agree as follows:

ARTICLE I

DEFINITIONS

1.1   Certain Definitions.

As used in this Agreement (as hereinafter defined), the following terms have the following meanings:

“144A Offering Documents” shall mean (a) the preliminary and final Rule 144A offering memoranda to be used in connection with Commercial Markets, Inc.’s offering of the High Yield Notes (the “Rule 144A Offering”), and any amendments or supplements thereto, (b) any registration statement to be filed with the SEC by Commercial Markets, Inc. in connection with the resale or exchange of the High Yield Notes offered in the Rule 144A Offering, and any amendments or supplements thereto, (c) any preliminary or final prospectus included in such registration statements, and any amendments or supplements thereto, and (d) any related document furnished to the SEC in connection therewith, and any amendments or supplements thereto.

“Accountant” shall mean (a) the public accounting firm of Ernst & Young or any successor organization, subject to clearance of any conflicts of interest, (b) if Ernst & Young is conflicted, the public accounting firm of KPMG or any successor organization, subject to clearance of any conflicts of interest, and (c) if KPMG is conflicted, the public accounting firm of Deloitte & Touche or any successor organization, subject to clearance of any conflicts of interest.

“Acquisition Proposal” shall mean any proposal or offer, other than a proposal or offer by Buyer or any of its Affiliates, for a transaction resulting, directly or indirectly, in a sale or transfer to any third party of all or any substantial portion of the DiverseyLever Business (but excluding, for the avoidance of doubt, any other transactions permitted pursuant to the provisions of Section 6.1(b)(iii)).

“Adjusted EBITDA” shall mean with respect to Conopco, the EBITDA of the DiverseyLever Business, as adjusted to reflect the adjustments set forth on Part 1 of Schedule A, and, with respect to Buyer, the EBITDA of the CMI Business, as adjusted to reflect the adjustments set forth on Part 2 of Schedule A. For the avoidance of doubt, no sales, costs or EBITDA of the Unilever Consumer Brands Business shall be included in the Final DiverseyLever Adjusted EBITDA.

“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. In the case of the Share Sellers and the Asset Sellers, “Affiliates” shall include Unilever PLC and Unilever NV and any entity a majority of the voting control of which is owned, directly or indirectly, by Unilever PLC and/or Unilever NV. For the avoidance of doubt, (a) prior to the Closing, a Company shall be deemed an Affiliate of Unilever but not Buyer, and (b) after the Closing, a Company shall be deemed an Affiliate of Buyer but not Unilever. For the avoidance of doubt, Persons in which a member of the CMI Group holds 50% or more of the outstanding shares of capital stock or other equity or similar interests shall be deemed an Affiliate of Buyer.

2

“Affiliate Transaction” means any agreement, contract, arrangement or other transaction or series of related transactions (including, without limitation, any purchase, sale, transfer, assignment, lease, license, conveyance or exchange of assets or property, any merger, consolidation or similar transaction or any provision of any service) between or among (a) Buyer or any Affiliate controlled by Buyer (a “Buyer-Controlled Affiliate”), on the one hand, and (b) Commercial Markets Holdco, Inc. or any Affiliate of Commercial Markets Holdco, Inc. (other than Buyer or a Buyer-Controlled Affiliate), on the other hand, that has an aggregate fair market value or pursuant to the terms thereof will result in aggregate expenditures or aggregate payments in excess of (i) with respect to agreements, contracts, arrangements and transactions that are not on arm’s length terms, $100,000 individually, or (ii) with respect to agreements, contracts, arrangements and transactions that are on arm’s length terms, $2,000,000 individually; provided, however, that Affiliate Transactions shall not include (A) transactions effected pursuant to (1) any agreement, contract or arrangement set forth on Section 5.9(a)(iv) or 7.7 of the CMI Disclosure Schedules, (2) any agreement, contract or arrangement set forth on Part A of Exhibit 1 of the Stockholders’ Agreement as of the date of this Agreement, (3) any agreement, contract or arrangement on arms’ length terms intended to be included on Part B of Exhibit 1 of the Stockholders’ Agreement as of the Closing Date, (4) any agreement, contract or arrangement on arm’s length terms in effect, or entered into, on or prior to the Closing Date hereof that has an aggregate fair market value, or pursuant to the terms thereof will result in aggregate expenditures or aggregate payments, of less than $500,000 individually, and (5) any renewal, extension, amendment or modification of any of the foregoing which (x) is not material and does not provide for any price increases under such agreement, contract or arrangement in excess of 10% of then current prices, or (y) is automatically effective under the terms of such agreement, contract or arrangement as in effect on or prior to the date hereof, (B) any agreement, contract, arrangement or transaction with respect to the compensation of a director or officer of Buyer or any Buyer-Controlled Affiliate approved by the Compensation Committee of the Board of Directors of CMI, and (C) any employment, non-competition, confidentiality or similar agreement entered into by Buyer or any Buyer-Controlled Affiliate with a director, officer or employee in the ordinary course of business. For purposes of this definition, “arm’s length terms” means terms that are no less favorable to Buyer or such Buyer-Controlled Affiliate than those that could have been obtained in a transaction by Buyer or such Buyer-Controlled Affiliate with a Person that is an independent third party.

“Agency Agreement” shall mean the Master Sales Agency Agreement to be executed and delivered at Closing by Commercial Markets, Inc. and Unilever or their respective Affiliates, relating to Commercial Markets, Inc. or its Affiliates acting as agent for the promotion and sale of the Unilever Consumer Brands Products in certain jurisdictions, in the form of Exhibit B.

“Agreement” shall mean this Agreement and any supplements, amendments, exhibits and schedules hereto.

“Ancillary Agreements” shall mean the Transitional Services Agreement, the Technology License Agreements, the Trademark License Agreement, the Dispensed Products License Agreement, the Supply Agreements, the Agency Agreement, the Stockholders’ Agreement, the Non-Competition Agreement, the Guarantee Agreement, the Note, the Note Indenture, the Registration Rights Agreement, the Unilever Financing Agreement, such leases as may be entered into pursuant to Section 7.1 hereof, and the Local Transfer Agreements.

3

“Ancillary Documents” shall mean (a) the assignment and assumption agreements, bills of sale and other customary instruments, documents, certificates and agreements to be executed and delivered at the Closing, including those documents evidencing the conveyance of the Assets and the assumption of the Assumed Liabilities, and (b) the Ancillary Agreements.

“Applicable Law” shall mean (a) all applicable and binding international, foreign, federal, European Union, national, supranational, state, regional or local laws, statutes and subordinate legislation, directives, rules, regulations, ordinances, zoning, building or other similar restrictions, orders, decisions, judgments or decrees, regulatory agreements or regulatory orders, (b) the common law and (c) the rules and regulations of any United States or foreign securities exchange.

“Applicable Rate” shall mean a rate per annum (carried out to the fifth decimal place) equal to the offered rate that appears on a specified date (or, if it does not appear on such specified date, on the next preceding date on which it does appear) on the page of the Telerate Screen that displays an average British Banker’s Association Interest Settlement Rate for deposits in the applicable currency with a term of 180 days, plus 25 basis points.

“Asset Sellers” shall mean Unilever and each Affiliate of Unilever transferring Assets pursuant to this Agreement and described in Exhibit A.

“Assets” shall mean, collectively, (a) the DiverseyLever Business IPR, excluding the Deferred Patents and the Retained Patents; (b) all assets, properties, rights and interests of any kind, nature and description (other than, in each case, Intellectual Property unless specifically included) owned by or for the benefit of any member of the Unilever Group (other than a Company) that relate exclusively or primarily to, or which are used exclusively or primarily in connection with, the DiverseyLever Business (other than assets, properties, rights and interests of the Companies), including:

(i)  the Real Property (other than Real Property of the Companies);

(ii)  each Real Property Lease (other than Real Property Leases of the Companies);

(iii)  the Contracts (other than Contracts of the Companies);

(iv)  all Documents (other than Documents of the Companies) in the possession, or under the control, of any member of the Unilever Group that relate exclusively to the DiverseyLever Business, including Documents relating to Inventory, purchasing, accounting, sales, export, import, research, engineering, manufacturing, maintenance, repair, marketing, DiverseyLever Intellectual Property Assets, shipping records, personnel files for Employees and all files, customer and supplier lists, records, literature and correspondence, whether or not physically located on the Real Property, but excluding the Excluded Documents;

(v)  all DiverseyLever Business Inventory as of the opening of business on the Closing Date;

4

(vi)  [Reserved];

(vii)  subject to Section 3.4(b), all Authorizations that are (A) exclusively related to the DiverseyLever Business or (B) specific to the Real Property (other than Real Property of the Companies);

(viii)  all Goodwill, including any goodwill associated with the Trademarks included in the DiverseyLever Intellectual Property Assets but excluding any Goodwill associated with the Excluded Intellectual Property;

(ix)  all security deposits and prepaid charges of any member of the Unilever Group to the extent that they represent payments for Assets, including any advance royalty payments;

(x)  the Business Plant and Machinery;

(xi)  all Promotional Materials (other than Promotional Materials of the Companies);

(xii)  all site plans, surveys, soil and substratus studies, architectural drawings, plans and specifications, engineering, electrical and mechanical plans and studies, floor plans, landscape plans, appraisals, feasibility studies, environmental studies and other plans and studies of any kind to the extent existing and in the possession or subject to the control of any member of the Unilever Group and to the extent relating to the Real Property (the “Real Property Documents”) and, to the extent Real Property Documents are used in the DiverseyLever Business and any other businesses of the Unilever Group, copies of the relevant parts of such Real Property Documents to the extent required to operate the DiverseyLever Business;

(xiii)  all rights of any member of the Unilever Group under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to (A) products sold to or services provided to any member of the Unilever Group to the extent relating to the DiverseyLever Business or (B) the Assets;

(xiv)  benefits under all third party insurance policies obtained exclusively for, or that provide coverage exclusively for, the DiverseyLever Business, including occurrence based policies for periods prior to Closing, and all rights to the proceeds of such insurance policies, in each case, subject to the terms and conditions of such insurance policies (including deductibles) and to the extent received or receivable in respect of any Assumed Liability, any asset reflected on the DiverseyLever Closing Statement or any asset acquired after the date of the DiverseyLever Closing Statement that is or would, if held by any member of the Unilever Group on the Closing Date, be an Asset (except to the extent such asset has been replaced or repaired as of the Closing);

(xv)  any Return in respect of which there is an Assumed Liability;

5

(xvi)  all Receivables (other than Receivables of the Companies) to the extent relating to the DiverseyLever Business;

(xvii)  all Software (excluding, for the avoidance of doubt, Intellectual Property in such Software) owned by or for the benefit of any member of the Unilever Group (other than a Company) that relates exclusively or primarily to, or which is used exclusively or primarily in connection with, the DiverseyLever Business; and

(xviii)  any supplier rebates or portions thereof earned with respect to the DiverseyLever Business as conducted prior to Closing (whenever earned);

and (c) all fixed assets, plant, fixtures and equipment (including rolling stock but excluding all Inventory) located on Real Property as of the Closing Date which are used in the Unilever Consumer Brands Business as it is to be operated by Buyer pursuant to the Agency Agreement (the “Transferred Unilever Consumer Brands Business Assets”); provided, that Assets shall not include the Shares, the Other Joint Venture Interests or the Excluded Assets. For the avoidance of doubt and subject to the provisions of Article VII, other than Assets described in clauses (i), (ii), (iii), (iv), (v), (vii), (viii), (ix), (xi), (xii), (xiv) and (xvi), (A) any Asset (other than Intellectual Property) that is used primarily in or relates primarily to the DiverseyLever Business and that is not divisible shall be deemed to constitute an Asset in its entirety, and (B) any Asset (other than Intellectual Property) that is used primarily in or relates primarily to the DiverseyLever Business and is also used in or relates to any business of the Unilever Group other than the DiverseyLever Business that is divisible shall be deemed to constitute an Asset only to the extent used in or related to the DiverseyLever Business.

“Assumed Liabilities” shall mean all past, present and future liabilities and obligations, whenever arising, of any member of the Unilever Group to the extent such liabilities relate to, or arise out of, the DiverseyLever Business or the Transferred Unilever Consumer Brands Business Assets; provided, however, that the Assumed Liabilities shall not include any Excluded Liabilities.

“Authorization” shall mean any domestic or foreign federal, national, state, local or other governmental consent, license, permit, permission, franchise, concession, grant, waiver, order, registration to conduct business, product registration, authorization, approval, exemption, variance or similar right.

“Books and Records” shall mean the books and records (other than Tax records) to the extent containing business information (and to such extent only) in relation to the DiverseyLever Business of (a) any member of the Unilever Group or (b) the Companies.

“Breach Notice” shall mean a Buyer Terminating Breach Notice, a Buyer Representation Breach Notice, a Buyer MAE Notice, a Conopco Terminating Breach Notice, a Conopco Representation Breach Notice and/or a Conopco MAE Notice.

“Business Day” shall mean a day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York City, Amsterdam or London are authorized or required by Applicable Law to be closed; provided, that, except for purposes of Section 6.1(d)

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and Section 6.2(d), the days beginning on (and including) December 21, 2001 and ending on (and including) January 2, 2002 shall not constitute Business Days.

“Business Employee” shall mean any Employee who is not a Company Employee.

“Buyer’s Accountants” shall mean the public accounting firm of Arthur Andersen LLP, or any successor organization.

“Cash” shall mean (a) in the case of the DiverseyLever Business, all cash, cash equivalents, current investments and marketable securities, including, in the case of the Companies, all cash on hand maintained by the Companies at the Real Property, and cash, cash-equivalents, current investments and marketable securities in lock boxes or on deposit with or held by any financial institution by or for the Companies or for the DiverseyLever Business, but excluding all rights to repayments of Tax and all other Tax Assets, and (b) in the case of the CMI Business, all cash, cash equivalents, current investments and marketable securities, including, with respect to any member of the CMI Group, all cash on hand maintained at the CMI Real Property, and cash, cash-equivalents, current investments and marketable securities in lock boxes or on deposit with or held by any financial institution by or for any member of the CMI Group or for the CMI Business, but excluding all rights to repayments of Tax and all other Tax Assets.

“Central Research & Development and Services Agreements” shall mean (a) the central research & development and services agreements between various of the Companies (the “Intergroup CRDS Agreements”) and (b) the central research & development and services agreements between members of the Unilever Group and the Companies (the “Intragroup CRDS Agreements”) which, in each case, provide access to Unilever’s, or a member of the Unilever Group’s, research and development, Intellectual Property and central services (including services in product, customer, and business co-ordination, marketing and sales, public relations, personnel and management development, commercial, administrative and financial issues, information technology, international trademark services, legal and tax matters, purchasing and logistics) (together the “Unilever Central Services”).

“Class B Common Stock” shall mean the Class B Common Stock, par value $0.01 per share, of Holdings.

“Closing Debt/Cash Balance Statements” shall mean the DiverseyLever Closing Debt/Cash Balance Statement and the CMI Closing Debt/Cash Balance Statement.

“Closing Statements” shall mean the DiverseyLever Closing Statement and the CMI Closing Statement.

“CMI Accounting Principles” shall mean the accounting principles and policies described or referred to in the Audited CMI Financial Statements (including the notes thereto) and such additional policies as are described on Exhibit C.

“CMI Base Debt/Cash Balance” shall mean $380,500,000. For the avoidance of doubt, the CMI Base Debt/Cash Balance shall not reflect or give effect to any reduction in Cash resulting from the payment by Buyer on or before June 29, 2001 of any CMI M&A Costs.

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“CMI Base Working Capital Amount” shall mean the amounts set forth on Schedule B, which shall be converted into dollars and summed pursuant to the terms of Section 3.5(d)(iv).

“CMI Business” shall mean (a) the business of manufacturing, marketing, distributing, developing and selling building maintenance, cleaning, pest elimination, laundry, warewashing, food hygiene and sanitation products, plastic additives and polymer intermediates to Customers, and (b) the business of developing, marketing, selling and providing facilities maintenance services for Professional End-Users, in the case of (a) and (b), as conducted by the members of the CMI Group.

“CMI Discontinued or Excluded Business” shall mean any business, facility, or line of business (comprised of multiple product lines targeted at a business segment, and, for the avoidance of doubt, examples of such business segment would be vehicle washing, water treatment and metal surface treatment) (and any personnel and assets relating to such business, facility or line of business) of any member of the CMI Group or any of its predecessors, that prior to the Closing Date (a) had been (i) closed, wound-up, discontinued or otherwise terminated or (ii) sold or otherwise disposed of to any Person (other than a member of the CMI Group) or (b) were in the process of being (i) closed, wound-up, discontinued or otherwise terminated or (ii) sold or otherwise disposed of to any Person (other than a member of the CMI Group), and, in the case of this clause (b), which are described on Schedule C and are closed, wound-up, discontinued or otherwise terminated, or sold or otherwise disposed of, by Closing.

“CMI Former Property” shall mean any site or facility which (a) was owned, occupied or used directly or indirectly prior to (but no longer as at) the Closing Date by any member of the CMI Group or any of its or their predecessors in the CMI Business and/or (b) formed part of an CMI Discontinued or Excluded Business.

“CMI Group” shall mean Holdings, its Subsidiaries (excluding, prior to Closing, the Companies, but including them thereafter) and any other Persons that are controlled (including, for the avoidance of doubt, Persons in which a member of the CMI Group holds 50% or more of the outstanding shares of capital stock or other equity or similar interests), directly or indirectly, by Holdings. References to a “member” or “members” of the CMI Group shall be construed accordingly.

“CMI Intellectual Property Assets” shall mean all Intellectual Property owned by any member of the CMI Group.

“CMI June 2001 Balance Sheet” shall mean the audited consolidated balance sheet of the CMI Business dated as of June 29, 2001 and attached hereto as Exhibit D.

“CMI Knowledge Group” shall mean David Andersen, Michael J. Bailey, Warren R. Bovee (in relation to Intellectual Property matters only), JoAnne Brandes, D. Jeffrey Carter (in relation to Tax matters only), Greg Clark, Andy Drummond, Michael Gibbs, P. Todd Herndon, Amy Kohlhardt (in relation to pension matters only), Deb Lake (in relation to employee and pension matters only), Greg Lawton, Sue Leboza (in relation to information technology matters only), Ramon Llenado, Luis F. Machado, Alejandro Martinez de Hoz, Paul Mathias, Morio Nishikawa, Gary Raley and Andrew Webb.

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“CMI M&A Costs” shall mean the fees, costs and expenses of any member of the CMI Group relating to the merger and acquisition services and advice (but not any services or advice relating to the Financing or to the operation or integration of the CMI Business and/or the DiverseyLever Business after the Closing) of Goldman Sachs & Co., Tanner & Co., Jones, Day, Reavis & Pogue and such other outside counsel (in any jurisdiction) as Buyer or any member of the CMI Group may retain in connection with the merger and acquisition transactions (but not the Financing or the operations or integration of the CMI Business and/or the DiverseyLever Business after the Closing) contemplated by this Agreement.

“CMI Material Adverse Effect” shall mean any event, development, change, circumstance or state of facts that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of the CMI Business, taken as a whole, except for any such event, development, change, circumstance or state of facts (a) to the extent resulting from the announcement of this Agreement and the transactions contemplated hereby, (b) affecting or resulting from general economic conditions, (c) affecting generally the industries in which the CMI Business is engaged or (d) arising from the events which occurred in New York, New York and Washington, D.C. on September 11, 2001, including any war, hostilities or military action (or further terrorist action) of any type (including the use or threat of use of biological or chemical weapons) arising therefrom or relating thereto.

“CMI Patents” shall mean the Patents owned by any member of the CMI Group.

“CMI Real Property” shall mean the CMI Owned Real Property and the CMI Leased Real Property.

“CMI Special Knowledge Group” shall mean Michael J. Bailey, JoAnne Brandes, Warren R. Bovee (in relation to Intellectual Property matters only), D. Jeffrey Carter (in relation to Tax matters only), Michael Gibbs, Todd Herndon and Luis F. Machado.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Companies” shall mean (a) those entities described in Part B of Exhibit A, (b) the Controlled Joint Venture Entities and (c) such other entities as may be formed after the date hereof and transferred to Buyer or a Designated Buyer in accordance with the provisions of Section 7.4, and “Company” shall mean any one of them.

“Company Employee” shall mean any Employee employed by one or more Companies.

“Competition/Investment Law” shall mean the Sherman Act, as amended, Council Regulation No. 4064/89 of the European Community, as amended (the “EC Merger Regulation”), the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, Articles 81 and 82 (formerly Articles 85 and 86, respectively) of the Treaty Establishing the European Community and all other federal, state and foreign, if any, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate (a) foreign investment or (b) antitrust, monopolization, restraint of trade or competition.

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“Confidentiality Agreements” shall mean the Letter Agreement, dated as of December 20, 2000, between Unilever United States, Inc. and Commercial Markets, Inc., as amended, and the Joint Defense Agreement, dated as of June 1, 2001, among Commercial Markets, Inc. and Unilever PLC, Jones, Day, Reavis & Pogue, Slaughter and May and Arnold and Porter.

“Connectivity Know-How” shall mean the operational processes and procedures used by the Unilever Infrastructure Management Centers to operate and manage the Unilever information technology infrastructures, including the procedures used to:

(a)  manage desktop and server computers, the operation of the Unilever network and its secure links to the Internet;

(b)  provide the Unilever messaging service; and

(c)  support the Unilever Internet web sites located in Exodus and the security and anti-virus procedures used to safeguard Unilever’s business;

and that in each such case is disclosed to Buyer expressly as Connectivity Know-How.

“Conopco’s Accountants” shall mean the public accounting firm of PricewaterhouseCoopers, or any successor organization.

“Consolidated Interest Expense” shall mean, with reference to any period, the interest expense, net of interest income, of the CMI Group, calculated on a consolidated basis for such period in accordance with the CMI Accounting Principles consistently applied.

“Consolidated Net Income” shall mean, with reference to any period, the net income (or loss) of the CMI Group, calculated on a consolidated basis for such period in accordance with the CMI Accounting Principles consistently applied.

“Constituent Documents” shall mean, with respect to any Person, such Person’s articles of incorporation and bylaws, or other similar documents prescribed by the Applicable Laws of such Person’s jurisdiction of organization.

“Contracts” shall mean all leases, subleases, rental agreements, insurance policies, sales orders, licenses (including Intellectual Property licenses), agreements, purchase orders, instruments of indebtedness, guarantees and any and all other contracts or binding arrangements (whether written or oral or through course of dealing, in each case, to the extent binding) of (a) in the case of the DiverseyLever Business, (i) any member of the Unilever Group, relating exclusively or primarily to the DiverseyLever Business, or (ii) any of the Companies, but shall not include any contracts or other binding arrangements relating exclusively or primarily to the Unilever Consumer Brands Business, the Excluded Assets or Excluded Liabilities, and (b) in the case of the CMI Business, any member of the CMI Group.

“Controlled Joint Venture Entities” shall mean Joint Venture Entities in which Unilever owns or otherwise controls, directly or indirectly, a majority of the outstanding shares of capital

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stock or other equity or similar interests, in each case, having the right to vote generally in the election of directors (or comparable governing group).

“Copyrights” shall mean all copyrights (including copyrights in Software) and database rights (whether registered or unregistered and including applications for the registration of any such thing) and unregistered design rights and all forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.

“Cure Plan” shall mean any cure plan provided by Buyer under Section 10.3 or by Conopco under Section 10.4.

“Customer” shall mean (a) Professional End-Users and (b) any wholesaler, distributor, “cash and carry” outlet or similar reseller who purchases, in the case of the DiverseyLever Business, DiverseyLever Business Products, and in the case of the CMI Business, the products sold by the CMI Business, in each case described in clause (b), for the purpose of resale, either directly or indirectly, to Professional End-Users.

“Debt/Cash Balance” shall mean Indebtedness minus Cash. For the avoidance of doubt, the Indebtedness and Cash of any Person shall be treated as positive figures. However, a Debt/Cash Balance may be either a positive or a negative amount.

“Deferred Patents” shall mean European Patent No. 372,628 and 538,916 (in each case in all designated states) and European Patent Application No. 99 200 057.0 (in all designated states) and all their counterpart patents and applications.

“Designated Buyers” shall mean (a) Commercial Markets, Inc., Holdings, any Subsidiary of Commercial Markets, Inc. designated in writing to Conopco by Buyer pursuant to Section 2.1(c)(i) and (b) the Designated UK Buyer, and “Designated Buyer” means any one or more of the aforementioned.

“Designated UK Buyer” shall mean Johnson Professional UK Limited, a private limited company incorporated under the laws of England and Wales.

“Disclosure/Offering Documents” shall mean, collectively, (a) the 144A Offering Documents, (b) any disclosure documents provided to the lenders in connection with the financing contemplated by the Bank Commitment or the Bridge Commitment, and any amendments or supplements thereto, (c) any offering or placement memorandum (whether preliminary or final) of Commercial Markets, Inc. or any registration statement to be filed with the SEC by Commercial Markets, Inc. (including any preliminary or final prospectus included in such registration statement) to be used in connection with the offering, sale or resale of securities (whether equity or debt) related to the refinancing, roll-over, extension or conversion of Indebtedness incurred in connection with the Bridge Commitment, and any amendments or supplements thereto, (d) any offering or placement memorandum (whether preliminary or final) of Holdings or any registration statement to be filed with the SEC by Holdings (including any preliminary or final prospectus included in such registration statement) relating to the offering, sale or resale of the Note (including any portion thereof), and any amendments or supplements thereto, (e) any reports of Holdings or Commercial Markets, Inc. required to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and any amendments or

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supplements thereto, and (f) any related document furnished to the SEC, lenders or investors in connection therewith, and any amendments or supplements thereto.

“Dispensed Products License Agreement” shall mean the Dispensed Products License Agreement to be executed and delivered at Closing by Buyer and Unilever, in the form attached as Exhibit M-2.

“DiverseyLever Accounting Policies” shall mean the accounting principles and policies described in the Unilever Accounting Policy Manual, as supplemented by the policies attached as Exhibit F.

“DiverseyLever Base Debt/Cash Balance” shall mean EUR 0.

“DiverseyLever Base Working Capital Amount” shall mean the amounts set forth on Schedule K, which shall be converted into Euro and summed pursuant to the terms of Section 3.5(e)(iv).

“DiverseyLever Books and Records” shall mean the books and records of (a) any member of the Unilever Group to the extent (i) relating to the DiverseyLever Business (and to such extent only) and (ii) containing business information, and/or (b) the Companies.

“DiverseyLever Business” shall mean the business of (a) developing, manufacturing, marketing, distributing and selling (including, in the case of machines and equipment, leasing or providing free on loan) the DiverseyLever Business Products to or for Customers, and (b) developing, marketing, selling and providing the DiverseyLever Business Services to Professional End-Users, in the case of (a) and (b), as conducted by the Companies and the members of the Unilever Group, but, in each such case, excluding the Unilever Consumer Brands Business and the Unilever Continued Business. For the avoidance of doubt, the DiverseyLever Business shall not include the business conducted by any member of the Unilever Group (including the Companies) with Metro/Makro in the United Kingdom and Ireland.

“DiverseyLever Business Inventory” shall mean all Inventory beneficially owned by or on behalf of any member of the Unilever Group (including items which, although subject to reservation of title by the relevant seller thereof, are under the control of any member of the Unilever Group) and which have in any case been:

(a)  physically allocated or separated for use in any part of the DiverseyLever Business; or

(b)  otherwise clearly identified (whether physically or by written reference agreed by Conopco and Buyer) as forming part or a fixed proportion of one or more sets, stores or consignments of Inventory or goods or such fixed proportion of the same, being a proportion of the fungible contents of any tank or storage or dispensing vessel, as is in any case, for the exclusive or primary use (to the extent of such use only) of any part of the DiverseyLever Business;

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provided, however, that for the avoidance of doubt, DiverseyLever Business Inventory shall not include any Inventory (including finished goods) of the Unilever Consumer Brands Business.

“DiverseyLever Business Products” shall mean (a) fabric care products, (b) machine warewashing products, (c) kitchen cleaning products, (d) personal care products, (e) building care products (including floorcare, washroom and roomcare cleaning products), (f) pest control products, (g) air cleaning products, (h) vehicle cleaning products, (i) open plant cleaning products, (j) commercial bottlewashing products, (k) track treatment products, (l) cleaning and hygiene products for intensive livestock, food and beverage processing and packaging, pasteurizer treatment, agriculture and dairy applications, (m) commercial floorcare and carpet care machines (including parts and accessories therefor), (n) cleaning and hygiene utensils and paper products for use by Professional End-Users (including tools, pads, cloths, cutting boards and the like), (o) commercial membrane cleaning products, (p) commercial cleaning in place products, (q) industrial water treatment products, (r) industrial lubricant, paper manufacturing, industrial surface cleaning and treatment, industrial maintenance and cleaning and other specialty manufacturing products, and (s) equipment used to dispense, dose, monitor or control any of the foregoing.

“DiverseyLever Business Services” shall mean advice, training, consultancy, audit, repair and maintenance services, hygiene control and monitoring systems, food safety management systems, reporting and analysis tools, purchasing services and the provision of software, in each case either in relation to the DiverseyLever Business Products or in connection with the cleaning and hygiene requirements of Professional End-Users.

“DiverseyLever Business IPR” shall mean the DiverseyLever Business Non-Patent IPR and the DiverseyLever Business Patents (including the right to sue for past infringement of any such thing) but shall exclude the Excluded Intellectual Property.

“DiverseyLever Business Non-Patent IPR” shall mean the Non-Patent IPR that is owned by any member of the Unilever Group and (a) used exclusively or predominantly in connection with the DiverseyLever Business or (b) related to products or services under development at Closing by a Company or a member of the Unilever Group and intended for exclusive or predominant use in the DiverseyLever Business, or resulting from the Research Projects to the extent they are intended for exclusive or predominant use in the DiverseyLever Business.

“DiverseyLever Business Patents” shall mean the Patents owned by any member of the Unilever Group and managed for the DiverseyLever Business.

“DiverseyLever Company IPR” shall mean all Intellectual Property owned by any of the Companies (including the right to sue for past infringement of any such thing).

“DiverseyLever Company Non-Patent IPR” shall mean all Non-Patent IPR owned by any of the Companies.

“DiverseyLever Discontinued or Excluded Businesses” shall mean any business, facility, or line of business (comprised of multiple product lines targeted at a business segment, and, for the avoidance of doubt, examples of such business segment would be vehicle washing, water treatment and metal surface treatment) (and any personnel and assets relating to such business,

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facility or line of business) of any member of the Unilever Group or the Companies or any of their respective predecessors that, prior to the Closing Date (a) were (i) closed, wound-up, discontinued or otherwise terminated or (ii) sold or otherwise disposed of to any Person (other than a member of the Unilever Group) or (b) were in the process of being (i) closed, wound-up, discontinued or otherwise terminated or (ii) sold or otherwise disposed of to any Person (other than a member of the Unilever Group), and, in the case of this clause (b), which are described on Schedule E and are closed, wound-up, discontinued or otherwise terminated, or sold or otherwise disposed of, by Closing, or are expressly to be treated as such pursuant to Schedule E.

“DiverseyLever Exchange Rate” shall mean the exchange rate calculated in accordance with the Unilever Accounting Policy Manual for preparing convenience transactions in dollars, which exchange rate is based on calculating an average exchange rate for the relevant period based on weekly exchange rate information, being the spot rate of each Friday published in the Financial Times on the following Monday. For the avoidance of doubt, the DiverseyLever Exchange Rate for purposes of the Reviewed DiverseyLever Statement of Management EBITDA, the DiverseyLever Statement of Adjusted EBITDA and the Final DiverseyLever Adjusted EBITDA shall be EUR 1 = $0.8917.

“DiverseyLever Former Property” shall mean any site or facility which (a) was owned, occupied or used directly or indirectly prior to (but no longer as at) the date of Closing by any member of the Unilever Group or any of the Companies or any of their respective predecessors in the DiverseyLever Business and/or (b) formed part of a DiverseyLever Discontinued or Excluded Business.

“DiverseyLever Intellectual Property Assets” shall mean the DiverseyLever Business IPR and the DiverseyLever Company IPR.

“DiverseyLever Inventory” shall mean all DiverseyLever Business Inventory and all Inventory beneficially owned by or on behalf of any of the Companies (including items which, although subject to reservation of title by the sellers thereof, are under the control of any of the Companies) and which have in any case been:

(a)  physically allocated or separated for use in any part of the DiverseyLever Business; or

(b)  otherwise clearly identified (whether physically or by written reference agreed by Conopco and Buyer) as forming part or a fixed proportion of one or more sets, stores or consignments of DiverseyLever Inventory or goods or such fixed proportion of the same, being a proportion of the fungible contents of any tank or storage or dispensing vessel, as is in any case, for the exclusive or primary use (to the extent of such use only) of any part of the DiverseyLever Business;

provided, however, that for the avoidance of doubt, DiverseyLever Inventory shall not include any Inventory (including finished goods) of the Unilever Consumer Brands Business.

“DiverseyLever Material Adverse Effect” shall mean any event, development, change, circumstance or state of facts that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of

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operations of the DiverseyLever Business, taken as a whole, except for any such event, development, change, circumstance or state of facts (a) to the extent resulting from the announcement of this Agreement and the transactions contemplated hereby, (b) affecting or resulting from general economic conditions, (c) affecting generally the industries in which the DiverseyLever Business is engaged, (d) to the extent affecting any Excluded Assets and/or any Excluded Liabilities or (e) arising from the events which occurred in New York, New York and Washington, D.C. on September 11, 2001, including any war, hostilities or military action (or further terrorist action) of any type (including the use or threat of use of biological or chemical weapons) arising therefrom or relating thereto.

“Documents” shall mean files, documents, instruments, papers, books and records, letters from accountants, budgets, forecasts, pricing guidelines, ledgers, journals, title policies, minute books, customer lists, regulatory filings, operating data and plans and environmental studies and plans, in each case whether or not in electronic form (other than (a) Software and (b) the content of the Unilever Group’s intranet).

“EBITDA” shall mean with reference to any period (a) with respect to the CMI Business, Consolidated Net Income plus, without duplication and to the extent deducted from revenues in determining Consolidated Net Income for such period, (i) Consolidated Interest Expense for such period, (ii) consolidated expense for taxes customarily taken into account, paid or accrued for such period, (iii) depreciation for such period, (iv) amortization for such period, (v) exceptional items for such period (as set forth on Part 1 of Schedule F) and (vi) extraordinary losses for such period, minus, without duplication and to the extent included in Consolidated Net Income, (x) extraordinary gains for such period and (y) exceptional items for such period (as set forth on Part 1 of Schedule F), all calculated in dollars in accordance with GAAP on a consolidated basis in accordance with the CMI Accounting Principles consistently applied, and (b) with respect to the DiverseyLever Business, trading result determined in accordance with the DiverseyLever Accounting Policies plus, without duplication and to the extent deducted from turnover in determining trading result, (i) Inflation Charge on Working Capital for such period, (ii) trading depreciation for such period, (iii) costs associated with exceptional items for such period, and (iv) non-recurring items for such period (as set forth on Part 2 of Schedule F), all calculated in Euro in accordance with United Kingdom generally accepted accounting principles (and translated into dollars using the DiverseyLever Exchange Rate for the relevant period) on a consolidated basis in accordance with the DiverseyLever Accounting Policies consistently applied.

“Emergency” shall mean an immediate and serious risk to human health or the Environment which requires a prompt response, and shall include a fire, explosion, act of God, flood or sudden Release.

“Employees” shall mean the U.S. Employees and the Ex-U.S. Employees.

“Encumbrances” shall mean all claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive rights, mortgages, hypothecations, prior assignments remaining in effect, title retention agreements, indentures, security agreements or any other encumbrances of any kind, including licenses of Intellectual Property.

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“Environment” shall mean any of the following media:

(a)  land, including surface land, sub-surface strata, sea bed and river bed under water (as defined in clause (b) hereof) and any natural or man-made structures;

(b)  water, including coastal and inland waters, surface waters, ground waters, drinking water supplies and waters in drains and sewers, surface and sub-surface strata; and

(c)  air, including indoor and outdoor air and air within buildings and other man-made or natural structures above or below ground,

and includes any living organism or system supported by any such media.

“Environmental Claim” shall mean any Legal Proceeding, written claim or allegation, notice of violation, Order or directive (conditional or otherwise), judgment or lien by any Person relating to, resulting from or based upon an Environmental Matter.

“Environmental Laws” shall mean all Applicable Laws, and any condition in any Environmental Permit, including any judicial or administrative order, consent decree or judgment, relating to any Environmental Matter, in each case, except as otherwise expressly provided in this Agreement, to the extent binding and in effect as of the Closing Date, subject to clauses (b) and (c) below. For the avoidance of doubt, (a) Environmental Laws include, but are not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C.ss.9601 et seq.) (“CERCLA”); the Hazardous Material Transportation Act, as amended (49 U.S.C.ss.1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C.ss.136 et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C.ss.6901 et seq.) (“RCRA”); the Toxic Substances Control Act, as amended (15 U.S.C.ss.2601 et seq.); the Clean Air Act, as amended (42 U.S.C.ss.7401 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C.ss.1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C.ss.651 et seq.) (“OSHA”); the Safe Drinking Water Act, as amended (42 U.S.C.ss.300(f) et seq.); the Atomic Energy Act of 1954, as amended (42 U.S.C.ss.ss.2014, 2021 to 2021d, 2022, 2111, 2113 and 2114); the Oil Pollution Act of 1990 (33 U.S.C.ss.2701 et seq.); the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C.ss.11001 et seq.); and any and all regulations and codes of practice promulgated thereunder, and all applicable analogous foreign, national, state and local counterparts, equivalents, or similar statutes or ordinances, rules or regulations of any Governmental Authority, in each case, except as otherwise expressly provided in this Agreement, to the extent binding and in effect as of the Closing Date, (b) to the extent it is binding and in effect in a particular jurisdiction as of the Closing Date and is required to be complied with in that jurisdiction by that date, the EC Council Directive 96/61/EC of 24 September 1996 concerning integrated pollution prevention and control (“IPPC”) (Official Journal 10 October 1996, L257/26) and all Applicable Laws relating to IPPC, and codes of practice or guidance interpreting the IPPC, and (c) with respect to any jurisdiction in which there is no applicable and binding Environmental Law in effect with respect to the matter in question, the written standards of operation and compliance as of the date of this Agreement (i) of Unilever and any member of the Unilever Group or Company engaged in the DiverseyLever

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Business with respect to Environmental Matters relating to the DiverseyLever Business and (ii) Buyer and any other member of the CMI Group with respect to Environmental Matters relating to the CMI Business, but, in each case, excluding Environmental Targets.

“Environmental Matter” shall mean:

(a)  pollution or contamination or the significant threat of pollution or contamination of the Environment, including Soil or Groundwater Contamination or the occurrence or the existence of or the continuation of the existence of a Release (including sudden or non-sudden, accidental or non-accidental leaks or spills);

(b)  the treatment, disposal, release, spillage, deposit, escape, discharge, leak, emission, leaching or migration of any Hazardous Substance;

(c)  exposure of any person to any Hazardous Substance;

(d)  the creation of any noise, vibration, radiation, common law or statutory nuisance, or other adverse impact on the Environment;

(e)  the violation, or alleged violation of any Environmental Law or any Environmental Permit;

(f)  any other matters relating to the condition, protection, maintenance, restoration or replacement of the Environment or any part of it arising directly or indirectly out of the generating, manufacturing, processing, treatment, storage, keeping, handling, use (including as a building material), possession, supply, receipt, sale, purchase, import, export, transportation or presence of any Hazardous Substance; or

(g)  any Emergency.

“Environmental Permit” shall mean any Authorization issued, granted or required under Environmental Laws.

“Environmental Reports” shall mean (a) the reports listed in Section 4.13 of the DiverseyLever Disclosure Schedule or Section 5.13 of the CMI Disclosure Schedule, and (b) reports obtained by Buyer or Conopco pursuant to Section 6.7 (including any environmental site assessments prepared in connection with the transactions contemplated by this Agreement).

“Environmental Targets” shall mean those safety, health or environment-related objectives or targets of, as applicable, (i) Unilever or any member of the Unilever Group or any Company engaged in the DiverseyLever Business with respect to Environmental Matters, which are non-compliance based goals for improvement that exceed any standards required by Unilever, any member of the Unilever Group or any Company engaged in the DiverseyLever Business as of the date of this Agreement or (ii) Buyer or any member of the CMI Group with respect to Environmental Matters, which are non-compliance based goals for improvement that exceed any standards required by Buyer or any member of the CMI Group engaged in the CMI Business as of the date of this Agreement.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, with respect to any entity, any other entity which, together with such entity, would be treated as a single employer under Section 414 of the Code.

“Ex-U.S. Employees” shall mean all (a) individuals who, on the Closing Date, are actively employed as officers, directors, consultants or other employees outside of the United States or Puerto Rico by any Company, and (b) individuals who, on the Closing Date, are actively employed as officers, directors, consultants or other employees outside the United States or Puerto Rico by any member of the Unilever Group and whose employment transfers to Buyer or any other member of the CMI Group in accordance with the Transfer Regulations (but excluding the Excluded Employees); and (c) individuals who, on the Closing Date, are actively employed as officers, directors, consultants or other employees outside the United States or Puerto Rico by any member of the Unilever Group, 80% or more of whose employment and responsibilities relate to the DiverseyLever Business (either directly or indirectly by providing back office or host support to the DiverseyLever Business) and including any such employees whose employment responsibilities relate to the distribution, sales and marketing of the Unilever Consumer Brands Business under the Agency Agreement (but excluding the Excluded Employees), and any other individual who, on the Closing Date, is actively employed as an officer, director, consultant or other employee outside the United States or Puerto Rico by any member of the Unilever Group as agreed by Conopco and Buyer prior to Closing, and (d) subject to Applicable Laws, individuals outside of the United States or Puerto Rico who would have been included in clauses (a), (b) or (c) above, if they were actively employed on the Closing Date but who are on leave as of the Closing Date with a right to return to a member of the Unilever Group or any Company, but excluding individuals who, as of the Closing Date, are on disability leave and in respect of whom a determination has been made in accordance with local practice and procedures that they are not expected to return to work.

“Excluded Assets” shall mean the assets of Unilever and certain of its Affiliates (including the Asset Sellers) (all of which are expressly excluded from the purchase and sale contemplated hereby) and are as specifically set forth on Schedule G.

“Excluded Documents” shall mean:

(a)  any Documents of the Companies;

(b)  personnel files for employees of any member of the Unilever Group who are not Employees;

(c)  any Documents to the extent relating to the Unilever Consumer Brands Business, the Excluded Assets or the Excluded Liabilities;

(d)  those Documents that any member of the Unilever Group is required by Applicable Law or by any pre-existing Contract to retain;

(e)  [Reserved];

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(f)  all Documents (other than Documents that have been delivered or made available to Buyer, including Documents in the data room) to the extent prepared (by any Person) in connection with the sale of the Assets or Shares, including bids received from third parties and analyses relating to the DiverseyLever Business, the Companies or the Assets;

(g)  any Document of any member of the Unilever Group or any Company to the extent relating to Taxes (including Tax Returns of any of the Companies or the Asset Sellers) for periods prior to Closing; and

(h)  any Document of any member of the Unilever Group to the extent relating to Retained Litigation;

provided, however, that Conopco delivers to Buyer copies of the Documents referred to in clause (c) (to the extent necessary to enable Buyer to operate the DiverseyLever Business or to perform its obligations under the Agency Agreement); and provided, further, that Conopco and Buyer shall cooperate and take such measures as may be reasonably necessary to preserve the attorney-client and other privileges applicable to any Documents included in the Assets.

“Excluded Employees” shall mean those individuals set forth on Schedule H.

“Excluded Intellectual Property” shall mean (a) the Intellectual Property of Unilever and certain of its Affiliates (all of which are expressly excluded from the purchase and sale contemplated hereby) and are as specifically set forth on Schedule I, and (b) the Excluded Marks.

“Excluded Liabilities” shall mean the following liabilities of the Asset Sellers (all of which are expressly excluded from the purchase and sale contemplated by this Agreement):

(a)  liabilities retained by any Asset Seller pursuant to the provisions of Article IX;

(b)  liabilities to the extent arising out of or relating to the Excluded Assets, including any liabilities relating to Environmental Matters or compliance with Environmental Laws at Hindustan Lever’s mercury thermometer manufacturing plant in Kodaikanal, India;

(c)  any and all liabilities, obligations and expenses to the extent arising out of or relating to any DiverseyLever Discontinued or Excluded Businesses, including any of the foregoing arising under any Environmental Laws, with respect to the employment or termination of employment of any individual, including any related liabilities or obligations under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101-2109 (“WARN”), or under or with respect to any employee benefit plan or program, including any pension, disability, post-retirement medical or severance or income continuation plan, or relating to any products or services of any DiverseyLever Discontinued or Excluded Business

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(collectively, “DiverseyLever Discontinued or Excluded Business Liabilities”);

(d)  any liabilities of any Asset Seller arising under this Agreement or any Ancillary Document;

(e)  other than in respect of specific transactions and in the Ordinary Course of Business, any liabilities of any Asset Seller under any foreign exchange or derivative swap Contract;

(f)  any liability or obligation of any Asset Seller to the extent arising out of, or relating to, any business other than the DiverseyLever Business (other than pursuant to any of the Ancillary Agreements); and

(g)  any liability for Taxes other than Taxes described in Section 6.5(b) or clause (a)(iii) of the definition of Working Capital, subject, in all cases, to Section 6.9.

“Excluded Marks” shall mean any Trademark of any member of the Unilever Group or the Companies that includes (whether in combination, within one word, or otherwise) the words “Lever” (including “DiverseyLever”) or “Unilever,” or any of the marks listed in Schedule I. The inclusion of “DiverseyLever” within “Excluded Marks” provides no rights to any member of the Unilever Group in “Diversey” after the Closing Date, which name and Trademark shall be included in the DiverseyLever Business Non-Patent IPR and/or the DiverseyLever Company IPR.

“Exodus” means the Unilever secure Internet site located in North America.

“Final CMI Closing Debt/Cash Amount” shall mean (a) the CMI Closing Debt/Cash Balance as shown in the CMI Closing Debt/Cash Balance Statement if no CMI Debt/Cash Notice of Disagreement with respect thereto is delivered pursuant to Section 3.5(b)(i), (b) the amount agreed upon by the parties pursuant to Section 3.5(b) or (c) in the absence of such agreement, the amount as shown in the Accountant’s calculation thereof delivered pursuant to Section 3.5(f); provided, however, that the CMI Closing Debt/Cash Balance and the Final CMI Closing Debt/Cash Amount (a) shall reflect and give effect to a reduction in Cash resulting from any payment by Buyer prior to the Closing Date (i) for CMI M&A Costs incurred prior to the Closing Date, and (ii) for CMI Current Pay Costs billed on or prior to the Closing Date, and (b) shall not reflect or give effect to the $25,000,000 investment described in the recitals to the Stockholders’ Agreement.

“Final CMI Closing Working Capital Amount” shall mean (a) the CMI Closing Working Capital Amount as shown in the CMI Closing Statement if no CMI Notice of Disagreement with respect thereto is delivered pursuant to Section 3.5(d)(v), (b) the amount agreed upon by the parties pursuant to Section 3.5(d), or (c) in the absence of such agreement, the amount as shown in the Accountant’s calculation delivered pursuant to Section 3.5(f). For the avoidance of doubt, the Final CMI Closing Working Capital Amount shall not reflect or give effect to any reduction in Cash resulting from any payment by Buyer prior to the Closing Date for CMI M&A Costs incurred prior to the Closing Date or for CMI Current Pay Costs billed on or prior to the Closing

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Date, which costs shall be reflected and given effect only in the CMI Closing Debt/Cash Balance and the Final CMI Closing Debt/Cash Amount.

“Final DiverseyLever Closing Debt/Cash Amount” shall mean (a) the DiverseyLever Closing Debt/Cash Balance as shown in the DiverseyLever Closing Debt/Cash Balance Statement if no DiverseyLever Debt/Cash Notice of Disagreement with respect thereto is delivered pursuant to Section 3.5(b)(ii), (b) the amount agreed upon by the parties pursuant to Section 3.5(b) or (c) in the absence of such agreement, the amount as shown in the Accountant’s calculation thereof delivered pursuant to Section 3.5(f).

“Final DiverseyLever Closing Working Capital Amount” means (a) the DiverseyLever Closing Working Capital Amount as shown in the DiverseyLever Closing Statement if no DiverseyLever Notice of Disagreement with respect thereto is delivered pursuant to Section 3.5(e)(v), (b) the amount agreed upon by the parties pursuant to Section 3.5(e)(vi) or (c) in the absence of such agreement, the amount as shown in the Accountant’s calculation delivered pursuant to Section 3.5(f).

“Final Exit Date” shall have the meaning set forth in the Stockholders’ Agreement.

“Financing” shall mean the financing arrangements contemplated by the Bank Commitment and the Bridge Commitment.

“Fixtures and Equipment” shall mean all furniture, fixtures, furnishings, machinery, capital work-in-progress (including component parts on hand), telecommunication devices, vehicles, equipment, tools, dies and molds, computer hardware and displays.

“GAAP” shall mean United States generally accepted accounting principles, as in effect from time to time.

“Goodwill” shall mean all the goodwill of the Unilever Group to the extent relating to the DiverseyLever Business, but excluding any goodwill associated with the Excluded Intellectual Property.

“Governmental Authority” shall mean any governmental department, commission, board, bureau, agency, court, regulatory body or other instrumentality of competent jurisdiction of the United States, the European Union or any other country, or any state, region, jurisdiction, municipality or other political subdivision of a country or any other supranational organization of sovereign states.

“Guarantee Agreement” shall mean the Guarantee of Performance and Indemnity Agreement in favor of Buyer executed and delivered by Unilever NV on the date hereof.

“Hazardous Substance” shall mean, collectively, any (a) petroleum or petroleum products, or derivative or fraction thereof, explosives, radioactive materials (including radon gas), asbestos in any form that is or could become friable, urea-formaldehyde foam insulation (“UFI”), and polychlorinated biphenyls (“PCBs”), and (b) any chemical, material, substance or waste, which is now defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “restricted hazardous wastes,”

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“contaminants,” “pollutants” or words of similar import under any Environmental Laws, including materials that are deemed hazardous pursuant to any Environmental Laws due to their ignitability, corrosivity or reactivity characteristics.

“High Yield Notes” shall mean senior subordinated notes of Commercial Markets, Inc. (a) issued on or about the Closing Date, all or a portion of the proceeds of which are used to finance a portion of the Cash Payment, or (b) issued after the Closing Date, all or a portion of the proceeds of which are used to refinance any Indebtedness incurred pursuant to the bridge facility contemplated by the Bridge Commitment.

“Holdings Shares” shall mean the shares of Class B Common Stock to be issued to Marga B.V. (or such other Person permitted by the Stockholders’ Agreement to hold such shares as Conopco may designate) pursuant to Section 2.1(a), which such shares will represent 33- ¹/3% of the total number of issued and outstanding shares of Common Stock of Holdings as of the Closing Date.

“Income Taxes” shall mean any income, franchise, gains or similar Tax imposed on or measured by net income, profits, gains or similar items (including United States federal income tax and any income, franchise, gains or similar Tax imposed on or measured by any deemed net income, profit, gains or similar items) together, in each case, with any interest and any penalties, additions to Tax or additional amounts imposed with respect to such amounts.

“Indebtedness” shall mean the aggregate amount of all borrowings and indebtedness in the nature of borrowings (including financing, acceptance credits, discounting or similar facilities, finance leases, capital leases, loan stocks, bonds, debentures, notes, debt or inventory financing, sale and lease back arrangements, obligations incurred in connection with the acquisition of, or as the deferred purchase price for, property, assets or businesses, overdrafts, net obligations under any accounts receivable, financing or securitization transactions, net obligations arising from hedging arrangements in respect of interest rates, currencies or raw materials or other commodities, whether or not accounted for on the balance sheet, or any other arrangements the purpose of which is to raise money), together with accrued interest on such amounts (as reflected in the applicable financial statements) but excluding trade and (except for the purpose of the definitions of Intercompany Payables and Intercompany Receivables) other accounts payable incurred in the Ordinary Course of Business, and excluding all liabilities to pay Tax but not amounts in respect of VAT. For the avoidance of doubt, neither (a) [**] (b) any obligation (other than an obligation that is due and payable prior to the Closing Date) of any member of the Unilever Group or any Company to subscribe for, or purchase, shares of capital stock or other equity interests in any Joint Venture Entity, shall be deemed to be Indebtedness for the purposes of this Agreement.

“Inflation Charge on Working Capital” shall mean trading working capital multiplied by the rate of inflation, calculated in accordance with the provisions of Exhibit S;

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“Intellectual Property” shall mean all intellectual property, including, without limitation, Patents, Trademarks, Know-How and Copyrights.

“Intercompany Payables” shall mean, in relation to any Company, amounts owed by that Company to any member of the Unilever Group and outstanding at Closing, which are (a) Indebtedness or (b) Inter-Group Service Fees (together, in each case, with accrued interest thereon, if any), other than any of the foregoing that constitute Intercompany Trade Accounts.

“Intercompany Receivables” shall mean, in relation to any Company, amounts owed to that Company by any member of the Unilever Group and outstanding at Closing, which are (a) Indebtedness or (b) Inter-Group Service Fees (together, in each case, with accrued interest thereon, if any), other than any of the foregoing that constitute Intercompany Trade Accounts.

“Intercompany Trade Accounts” shall mean trade payables and trade receivables arising from transactions between any of the Companies, on the one hand, and any member of the Unilever Group, on the other hand (including, in each case, such part of such amount as relates to VAT).

“Inter-Group Service Fees” shall mean, in relation to any Company, amounts owed at Closing by or to any member of the Unilever Group in respect of royalties, management services and research (including, in each case, such part of such amount as relates to VAT) and dividends or other distributions declared or otherwise payable, including, for the avoidance of doubt, all such amounts accrued, but not yet due for payment, as of the Closing Date.

“Intracompany Trade Accounts” shall mean trade payables and trade receivables arising from transactions between any of the Companies, as shown on the books and records of the relevant Companies as of the Closing Date.

“Inventory” shall mean all raw materials, packing materials and consumables, work-in-process, finished goods and products, merchandise, office and other supplies, packaging and labeling materials, samples and collateral materials.

“IP Assignments” shall mean global assignments to Buyer (or a Designated Buyer) transferring legal title to all registered DiverseyLever Business IPR, to be executed and delivered at Closing by Unilever or its Affiliates, in the form attached as Exhibit G.

“Joint Venture Entities” shall mean the entities listed in Part C of Exhibit A in which any member of the Unilever Group or any Company (other than such entities) owns or otherwise controls, directly or indirectly, less than all (not including shares held by nominees) of the outstanding shares of capital stock or other equity or similar interests.

“Joint Venture Interests” shall mean (a) the equity interests in any Joint Venture Entity owned by any of the Companies (other than such Joint Venture Entity) as defined and listed in Part C-1 of Exhibit A (the “Transferable Joint Venture Interests”) and (b) the equity interests in any Joint Venture Entity owned by any of the members of the Unilever Group as defined and listed in Part C-2 of Exhibit A (the “Other Joint Venture Interests”).

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“Know-How” shall mean all proprietary know-how and trade secrets (including anything deemed a “trade secret” as defined under the Delaware Uniform Trade Secret Act (DEL. CODE ANN. tit. 6, §§ 2001 et seq. (2000))) held in any form, including all product specifications, processes, formulas, product designs, plans, ideas, concepts, inventions, manufacturing, engineering and other manuals and drawings, technical information, data, research records, customer and supplier lists and similar data and information, and all other confidential or proprietary technical and business information.

“knowledge”    (a) In this Agreement (other than in Sections 4.13, 5.13 and 11.1(e) through (aa) and otherwise with respect to the Environment, Environmental Matters, Environmental Laws and Environmental Permits), (i) when “to the knowledge of Conopco,” “to Conopco’s knowledge” or a similar phrase is used, it shall refer to the actual knowledge of the Unilever Knowledge Group, and (ii) when “to the knowledge of Buyer,” “to Buyer’s knowledge” or a similar phrase is used herein it shall refer to the actual knowledge of the CMI Knowledge Group.

(b)  In Sections 4.13, 5.13 and 11.1(e) through (aa) and otherwise with respect to the Environment, Environmental Matters, Environmental Laws and Environmental Permits, (i) when “to the knowledge of Conopco,” “to Conopco’s knowledge” or similar phrase is used, it shall refer to (A) the actual knowledge of the persons described in the definition of Unilever Knowledge Group and Unilever Special Knowledge Group, and (B) shall be deemed to include all information that is (1) actually known by the legal, management, operating or supervisory personnel of Unilever, the Companies and, with respect to the DiverseyLever Business, each member of the Unilever Group (including personnel whose principal place of performance of duties is or was at the Leased Real Property or the Owned Real Property) whose responsibilities or duties include or comprise the supervisory, monitoring or compliance function with respect to the Environment, Environmental Claims, Environmental Laws, Environmental Matters and Environmental Permits, and/or (2) set forth in Section 4.13 of the DiverseyLever Disclosure Schedule, and any reports (including Environmental Reports), documents or memoranda referred to therein or contained in the DiverseyLever data room (collectively, the “Unilever Environmental Knowledge Group”) and (ii) when “to the knowledge of Buyer,” “to Buyer’s knowledge” or similar phrase is used, it shall refer to (A) the actual knowledge of the persons described in the definition of CMI Knowledge Group and CMI Special Knowledge Group, and (B) shall be deemed to include all information that is (1) actually known by the legal, management, operating or supervisory personnel of Buyer and, with respect to the CMI Business, each member of the CMI Group (including personnel whose principal place of performance of duties is or was at the CMI Real Property) whose responsibilities or duties include or comprise the supervisory, monitoring or compliance function with respect to the Environment, Environmental Claims, Environmental Laws, Environmental Matters and Environmental Permits and/or (2) set forth on Section 5.13 of the CMI Disclosure Schedule, and any reports (including Environmental Reports), documents or memoranda referred to therein or contained in the CMI data room (collectively, the “CMI Environmental Knowledge Group”).

(c)  For the avoidance of doubt, (i) whenever any individual included in the CMI Knowledge Group, CMI Special Knowledge Group, CMI Environmental Knowledge Group, Unilever Knowledge Group, Unilever Special Knowledge Group or Unilever Environmental Knowledge Group receives from any other Person information in writing

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(including in electronic form), including a memorandum, report or analysis (in each case, which is addressed to such individual), such individual shall be deemed to have knowledge of the information in such writing and (ii) an individual shall not be deemed to be an addressee of any information in writing (including in electronic form) if he or she is only copied on such information.

“Leased Real Property” shall mean all real property, including any buildings, structures, fixtures and improvements thereon or appurtenances thereto leased by (a) a member of the Unilever Group and used exclusively or primarily in the DiverseyLever Business or (b) any of the Companies, in each case other than Excluded Assets.

“Legal Proceeding” shall mean any judicial, administrative or arbitration suit, action, claim or proceeding (whether public or private) or any suit, action, litigation, complaint, claim or proceeding, including any condemnation, eminent domain or similar proceedings, by any Governmental Authority or other Person, whether domestic or foreign and whether civil or criminal.

“Local Transfer Agreements” shall mean the separate transfer and sale agreements to be entered into by the appropriate Seller and Designated Buyer for the transfer, assignment and sale of the Shares and/or the Assets, as the case may be, in such form and substance as may be reasonably required to give effect to such transfer, assignment and sale or the allocation of the Purchase Price in accordance with Section 3.7 (but, in each case, with no greater ambit) under Applicable Laws in effect in the jurisdictions in which the relevant Assets are located (in the case of the transfer of Assets) or under whose laws the relevant Company is formed (in the case of the transfer of Shares).

“Management Accounting Policies” shall mean the accounting principles and policies which are used for management accounting purposes, as set forth in the Unilever Accounting Policy Manual.

“Material Jurisdictions” shall mean:

(a)  in relation to the DiverseyLever Business, each of Australia, Brazil, Canada, Denmark, France, Germany, Italy, Japan, Mexico, the Netherlands, Sweden, Switzerland, Turkey, the United Kingdom and the United States; and

(b)  in relation to the CMI Business, the jurisdictions in which S.C. Johnson Professional B.V. conducts the CMI Business, taken as a whole, and each of Argentina, Brazil, Canada, China, France, Italy, Japan, Mexico, Spain, the United Kingdom and the United States.

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 3(37) of ERISA.

“Non-Competition Agreement” shall mean the Non-Competition Agreement to be entered into by Buyer and Unilever NV, substantially in the form of Exhibit H.

“Non-Controlled Joint Venture Entity” shall mean each Joint Venture Entity that is not a Controlled Joint Venture Entity.

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“Non-Patent IPR” shall mean Trademarks, Know-How and Copyrights.

“Note” shall mean one or more discount notes of Holdings, dated as of the Closing Date, with an aggregate original principal amount payable equal to the Note Issue Amount and an aggregate accreted principal amount payable at maturity equal to the Principal Amount at End of Fifth Year and Maturity (as defined in the term sheet attached as Exhibit I) containing the terms (including as to currency) set forth in the term sheet attached as Exhibit I, and otherwise in a form customary for transactions of this type.

“Note Indenture” shall mean the indenture relating to the Note to be entered into between Holdings and the trustee appointed thereunder, which shall contain restrictive and affirmative covenants, events of default and other terms and conditions, in each case, as described in the term sheet attached as Exhibit I, and otherwise in a form customary for transactions of this type.

“Note Issue Amount” shall be the Note Issue Amount as described in the term sheet attached as Exhibit I, subject to adjustment pursuant to Section 3.8.

“Ordinary Course of Business” shall mean, in relation to any part of the DiverseyLever Business or the CMI Business, as the case may be, the ordinary and usual course of operations of the DiverseyLever Business or the CMI Business, as the case may be, consistent with past practice.

“Owned Real Property” shall mean all real property, including any buildings, structures and improvements thereon or appurtenances thereto owned (in fee or such legal equivalent under Applicable Law) by (a) any member of the Unilever Group and used exclusively or primarily in the DiverseyLever Business or (b) any of the Companies, in each case other than the Excluded Assets.

“Patents” shall mean all patents, industrial and utility models and registered designs, including applications, provisional applications, reissues, divisions, continuations, continuations-in-part, renewals, re-examinations and extensions of the foregoing, and all forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world.

“Pension Plan” or “Pension Plans” shall mean an employee pension benefit plan (as such term is defined in Section 3(2) of ERISA) that is intended to qualify under Section 401(a) of the Code and is subject to the funding requirements of Section 412 of the Code.

“Permitted Encumbrances” shall mean each of the following as to which no enforcement, collection, execution or foreclosure proceeding shall have been commenced: (a) any Encumbrances specifically disclosed in the DiverseyLever Financial Statements that are delivered to Buyer prior to the date hereof or the Audited CMI Financial Statements, as the case may be; (b) liens for Taxes, assessments and other governmental charges not yet due and payable (or, in each case, which are being contested in good faith by appropriate proceedings and in respect of which adequate reserves have been established in accordance with, in the case of the DiverseyLever Business, the DiverseyLever Accounting Principles and, in the case of the CMI Business, the CMI Accounting Principles); (c) mechanic’s, materialmen’s, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens, in each case, arising or incurred in the

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Ordinary Course of Business; (d) with respect to real property, (i) easements, quasi-easements, licenses, covenants, rights-of-way, and other similar encumbrances or restrictions, including any other agreements, conditions, encumbrances or restrictions, in each case, which are a matter of public record and which do not and would not, individually or in the aggregate, materially adversely affect the use of such property in the manner currently being utilized by the DiverseyLever Business or the CMI Business, as the case may be, (ii) any conditions that would be shown by a current survey or physical inspection and (iii) zoning, building and other similar restrictions pursuant to Applicable Laws; (e) any Encumbrances on or with respect to pledges and deposits made in the Ordinary Course of Business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (f) any Encumbrances on or with respect to deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, in the Ordinary Course of Business; (g) any Encumbrances specifically disclosed in Part 2 of Section 4.8(a) of the DiverseyLever Disclosure Schedule or Part 2 of Section 5.8(a) of the CMI Disclosure Schedule; and (h) any Encumbrances which, individually or in the aggregate with any other Encumbrances, would not, individually or in the aggregate, materially adversely affect the use of such property in the manner currently being utilized by the DiverseyLever Business or the CMI Business, as the case may be.

“Permitted IP Licenses” shall mean (a) non-exclusive Intellectual Property licenses granted in the Ordinary Course of Business or by operation of law to customers in respect of the use of products sold to those customers and (b) non-exclusive royalty-free Intellectual Property licenses granted in the Ordinary Course of Business that do not impose any restrictions or obligations on or with respect to the DiverseyLever Business (excluding any restrictions or obligations that may otherwise exist in agreements in which such licenses are granted) to (i) toll manufacturers in respect of the manufacture of products for the DiverseyLever Business or (ii) distributors in respect of distribution of products of the DiverseyLever Business.

“Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plant and Machinery” shall mean all the plant, and Fixtures and Equipment, owned by (a) any member of the Unilever Group and used or held for use exclusively or primarily in the DiverseyLever Business (the “Business Plant and Machinery”) or (b) the Companies.

“Post-Closing Tax Period” shall mean any Tax year or period beginning after the Closing Date and the portion of any Straddle Period allocable to periods beginning after the Closing Date.

“Pre-Closing Tax Period” shall mean any Tax year or period ending on or before the Closing Date and the portion of any Straddle Period allocable to periods ending on or before the Closing Date.

“Professional End-User” shall mean a commercial, industrial or institutional end-user.

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“Promotional Materials” shall mean all sales, marketing, advertising and promotional materials (not otherwise included in Inventory), photography, lay-outs, cut-outs, renderings and sketches that relate exclusively or primarily to, or are used exclusively or primarily in, the DiverseyLever Business or the Trademarks.

“Qualifying Condition” shall mean any Recognized Environmental Condition that would reasonably be expected to (a) present a serious risk of harm to public health or the environment, (b) result in Remedial Action or (c) be the subject of an Environmental Claim if brought to the attention of an appropriate Governmental Authority, which, in the case of clauses (b) and (c) above, would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business or the CMI Business, as the case may be, in excess of $250,000.

“Real Property” shall mean the Owned Real Property and the Leased Real Property.

“Real Property Lease” shall mean each agreement pursuant to which any member of the Unilever Group or the Companies lease, sublease (as sublessor or sublessee) or otherwise occupy any Leased Real Property.

“Receivables” shall mean accounts receivable, including any unpaid interest accrued on such accounts receivable, and such part of such amounts as relates to VAT, sales and use, and similar Tax.

“Recognized Environmental Conditions” shall mean the presence or likely presence of any Hazardous Substances on a property under conditions that indicate an existing Release, a past Release, or threat of a Release of any Hazardous Substances into structures on the property or into the Environment, even under conditions in compliance with Applicable Laws.

“Registration Rights Agreement” shall mean a Registration Rights Agreement to be executed and delivered at Closing by Holdings and the member of the Unilever Group that acquires the Note at Closing containing the terms set forth in the term sheet attached as Exhibit I and otherwise in a form customary for transactions of this type.

“Release” shall mean any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substances into the Environment, and “Released” shall be construed accordingly.

“Relief” shall mean any relief, allowance, exemption, set-off, deduction or credit available from, against or in relation to Tax or in the computation for any Tax purpose of income, profits or gains and any right to repayment of Tax.

“Remedial Action” shall mean all actions required under Environmental Laws or any Environmental Permit to (a) clean up, remediate, remove, treat, monitor or in any other way address any Environmental Matter; (b) prevent the further Release or threat of further Release, or minimize the further Release of any Hazardous Substance so it does not migrate or endanger or threaten to endanger the Environment; (c) perform pre-remedial studies and investigations and post-remedial monitoring and care with respect to any Release or any threatened Release; or (d) bring, in the case of the Companies or any member of the Unilever Group, the Real Property and any DiverseyLever Former Property, and in the case of Buyer, any CMI Real Property and

28

any CMI Former Property, and the respective operations conducted thereon, into compliance with Environmental Laws and Environmental Permits.

“Represented Ex-U.S. Employees” shall mean Ex-U.S. Employees who are either represented by a recognized labor union or subject to a collective bargaining agreement.

“Represented U.S. Employees” shall mean U.S. Employees who are represented by a labor organization as defined in Section 2(5) of the National Labor Relations Act, 29 U.S.C. §152(5).

“Research Projects” means the two research projects, currently carried on in Unilever research laboratories, known as Project Advance and Project Paris.

“Retained Patents” shall mean United States Patent Nos. 5,009,801 and 5,073,280, European Patent No. 486,656 (in each case, in all designated states), including German Patent No. 69121362.3 and equivalents in Australia Patent No. 651,351 and Canada Patent No. 2,064,223.

“Returns” shall mean all finished goods and products relating exclusively or primarily to the DiverseyLever Business which are returned on, prior to or following the Closing Date and are from sales made to Customers in respect of the DiverseyLever Business on or prior to the Closing Date.

[**]

“SEC” shall mean the United States Securities and Exchange Commission.

“Securities Act” shall mean the United States Securities Act of 1933, as amended.

“Seconded Employee” shall mean a Person whose name is set forth on Schedule L.

“Sellers” shall mean Conopco, the Asset Sellers, the Share Sellers and any other member of the Unilever Group having any right, title or interest in, to or under any Assets, Assumed Liabilities or Shares, and shall include those members of the Unilever Group listed as such in Exhibit A.

“Share Sellers” shall mean any existing or future member of the Unilever Group transferring Sold Shares to Buyer or a Designated Buyer at Closing or any Delayed Closing pursuant to this Agreement (a) and described in Part B of Exhibit A or (b) in accordance with the provisions of Section 7.4.

“Share Subscriber” shall mean Marga B.V. or such other Person permitted by the Stockholders’ Agreement to hold the Holdings Shares as Conopco may designate.

“Shared Contracts” shall mean any Contract, including any sales, agency, distribution or similar Contracts, to which any member of the Unilever Group or any Company is a party or is bound and which relates to or is necessary for the operation of (a) the DiverseyLever Business

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and (b) any other business conducted or proposed to be conducted by any member of the Unilever Group.

“Shares” shall mean the issued and outstanding equity interests in the Companies and the Joint Venture Entities.

“Software” shall mean all storage media containing computer software, including source code, object code (and, for the avoidance of doubt, software for web, internet, and intranet sites), but excluding the Innoplan software and database and software to which access, or by which a service, is to be provided only under the Transitional Services Agreement, but for the avoidance of doubt any such storage medium that forms part of a machine that is transferred under this Agreement in its own right shall be deemed part of that machine and not a separate thing for purposes of this definition.

“Soil or Groundwater Contamination” shall mean the presence of Hazardous Substances:

(a)  in soil or groundwater on or prior to the Closing Date; or

(b)  resulting from migration or movement of Hazardous Substances which were in soil or groundwater on or prior to the Closing Date.

“Sold Shares” shall mean all Shares of (a) the Companies listed in Part B–1 of Exhibit A, which Shares are to be transferred directly to Buyer or a Designated Buyer at Closing or a Delayed Closing, and (b) those entities that are to be organized after the date hereof, the Shares of which are to be transferred directly to Buyer or a Designated Buyer at Closing or a Delayed Closing in accordance with the provisions of Section 7.4.

“Stockholders’ Agreement” shall mean the Stockholders’ Agreement to be entered into by Unilever NV, Holdings and Commercial Markets Holdco, Inc. in the form of Exhibit J.

“Straddle Period” shall mean any taxable year or period beginning before and ending after the Closing Date.

“Subsidiary” shall mean, as to any Person, any corporation, partnership, limited liability company or joint venture, of which (or in which) such Person, alone or together with one or more of its subsidiaries or nominees, owns 100% of the interest in the capital stock or profits of such corporation, limited liability company, partnership or joint venture.

“Supply Agreements” shall mean the Supply Agreements to be executed and delivered at Closing by Buyer and Unilever or their respective Affiliates in the forms attached as Exhibit K–1 and Exhibit K–2.

“Tax Asset” shall mean any Relief, net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or Tax attribute which could reduce Taxes (including deductions and credits related to alternative minimum Taxes); provided, however, that such term shall not include the Tax basis of any stock or asset.

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“Tax Benefit” with respect to any event or adjustment for any Person shall mean the positive excess, if any, of the Tax liability of such Person in any taxable year without regard to such event or adjustment over the Tax liability of such Person in that taxable year taking into account such event or adjustment, with all other circumstances treated as remaining unchanged.

“Tax Cost” with respect to any event or adjustment for any Person shall mean the positive excess, if any, of the Tax liability of such Person in any taxable year taking such event or adjustment into account over the Tax liability of such Person in that taxable year without regard to such event or adjustment, with all other circumstances treated as remaining unchanged.

“Tax Return” shall mean any report, return, information return, declaration, claim for refund, or other document relating to Taxes, including any schedule, attachment or amendment thereto.

“Tax Sharing Agreement” shall mean any written agreement or established practice or arrangement for the allocation or payment of Taxes or payment for the use of Tax Assets with respect to a consolidated, combined, unitary, or similar Tax Return.

“Taxes” (and with correlative meanings “Tax” and “Taxable”) shall mean all taxes of any kind imposed by a national, supranational, state or local Governmental Authority, including taxes on or measured by or referred to as income, gross receipts, net worth, capital, financial operation, sales, use, ad valorem, value added, franchise, profits, license, withholding, payroll (including all contributions or premiums pursuant to industry or governmental social security laws or pursuant to other tax laws and regulations), employment, excise, severance, stamp, occupation, premium, property, transfer or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever (but excluding UK stamp duty), together with any interest and any penalties, additions to Tax or additional amounts imposed by such Governmental Authority with respect to such amounts.

“Technology License Agreements” shall mean the Transferred Technology License Agreement and the Retained Technology License Agreement to be executed and delivered at Closing by Buyer and Unilever, in the forms attached as Exhibit L-1 and Exhibit L-2.

“Trademark License Agreement” shall mean the Retained Trademark License Agreement to be executed and delivered at Closing by Buyer and Unilever or their respective Affiliates, in the form attached as Exhibit M-1.

“Trademarks” shall mean trademarks, service marks, proprietary rights in trade names, trade dress, domain names, labels, logos, slogans and all other devices used to identify any product, service, business or company whether registered, unregistered or at common law, and any applications for registration or registrations thereof and all forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, without prejudice to the transfer of associated goodwill under this Agreement under clause (viii) of the definition of “Assets”.

“Transfer Regulations” shall mean any Applicable Law pursuant to which, in connection with the transactions contemplated herein the employment of any individual will automatically transfer to Buyer or any other member of the CMI Group, including for the avoidance of doubt

31

the provisions of Directive 77/187/EC commonly called the Acquired Rights Directive or Transfer of Undertakings Directive.

“Transfer Taxes” shall mean transfer (including real estate transfer), documentary, check or cash deposit or disbursement, sales, use, registration, stamp duties (excluding UK stamp duty) and other similar Taxes incurred in connection with the transfer of the Shares and Assets pursuant to this Agreement or the Ancillary Agreements and, in each case, interest, additional amounts, additions to Tax, penalties or similar items relating thereto, but excluding VAT.

“Transferred Employee” or “Transferred Employees” shall mean Employees who become employed by a member of the CMI Group after Closing.

“Transitional Services Agreement” shall mean the Transitional Services Agreement to be entered into between certain members of the Unilever Group and Buyer or its Affiliates, in the form attached as Exhibit N.

“UK Company” shall mean (a) any of the Companies incorporated in England and Wales and (b) any Company the share register of which is located in the United Kingdom.

“UK Employees” shall mean any of the Ex-U.S. Employees engaged in the DiverseyLever Business in the United Kingdom. It also means any past, present or future employee or director of any of the UK Companies and any predecessor to all or any part of their respective businesses.

“UK Pension Scheme” shall mean the Unilever Pension Fund.

“UK Shares” shall mean the issued share capital of the UK Companies listed in Part B of Exhibit A, which UK Shares are being transferred directly to the Designated UK Buyer at Closing.

“Unilever” shall mean Unilever PLC and/or Unilever NV.

“Unilever Accounting Policy Manual” shall mean the accounting policy manual of the Unilever Group attached hereto as Exhibit E.

“Unilever Consumer Brands Business” shall mean the business of developing, manufacturing, marketing, distributing and selling Unilever Consumer Brands Products to Customers, excluding the Unilever Continued Business.

“Unilever Consumer Brands Products” shall mean products (whether or not formulated or packaged differently for sales to, or for ultimate use by, Professional End-Users than they would be for sales to domestic end-users) branded with (a) the Trademarks set forth on Schedule D or (b) with Trademarks that include (whether in combination, within one word, or otherwise) such Trademarks (including, in each case, for the avoidance of doubt, Trademarks used in conjunction with markings such as “professional,” “for professional use” or similar words or phrases); provided, however, that within 45 Business Days after the date hereof, Schedule D may be amended by Conopco to include additional Trademarks which have been used by any member of the Unilever Group in the 12-month period ending on the Closing Date primarily (as compared

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to Professional End-Users (taking into account all territories in which products are marketed and sold under that brand)) in connection with products sold to domestic end-users.

“Unilever Continued Business” shall mean (a) the business of developing, manufacturing, marketing, distributing and selling (including, in the case of machines and equipment, leasing or providing free on loan) the DiverseyLever Business Products and/or the Unilever Consumer Brands Products to Customers and (b) marketing, selling and providing the DiverseyLever Business Services to Professional End-Users, in each case, as conducted by members of the Unilever Group as of the date of this Agreement in Cote d’Ivoire, El Salvador, Equador, Honduras and Malawi, and pursuant to the distributorship operations of Unilex Cameroun S.A. in Cameroon.

“Unilever Financing Agreement” shall mean the letter agreement executed and delivered as of the date hereof by Commercial Markets, Inc. and Conopco.

“Unilever Group” shall mean Unilever and their respective Subsidiaries and Affiliates (but excluding the Companies). References to a “member” or “members” of the Unilever Group shall be construed accordingly.

“Unilever Infrastructure Management Centers” shall mean the five centers established during the three years prior to the date hereof which create and provide all information technology infrastructure for Unilever’s business.

“Unilever Knowledge Group” shall mean Graeme Armstrong, Stephane Baseden, Nigel Biggs (in relation to pension matters only), James Bruce, Katrina Burchell (in relation to Trademark matters only), Jean-Pierre Dubourg (in relation to Real Property and Environmental Matters only), Hidde Frankena, Lysanne Gray (in relation to accounting matters only), Neil Johnson (in relation to Environmental Matters only), David Jones, Candan Karabagli, Venkatesh Kasturirangan, David Kennedy, Ian Lawrence, Robert Leek, Clive Newman, Adam Perkins, Tim Ransome, Marianne Rots (in relation to Patent matters only), Richard Solk (in relation to employment matters only), Chris Sanders, Goran Schultz (in relation to Environmental Matters only), Rob Sidoli, Ulla Stahl (in relation to information technology matters only), Jean-Max Teissier, Pieter van Lunen (in relation to Tax matters only), Louis Virelli (in relation to Intellectual Property and Patent matters only) and M C Yüceulug.

“Unilever NV” shall mean Unilever NV, a company organized under the laws of The Netherlands whose principal office is at Weena 455, 3013 AL, Rotterdam, The Netherlands.

“Unilever PLC” shall mean Unilever PLC, a company organized under the laws of England and Wales (registered number 41424) whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, England.

“Unilever Special Knowledge Group” shall mean Nigel Biggs (in relation to pension matters only), James Bruce, Katrina Burchell (in relation to Trademark matters only), Lysanne Gray (in relation to accounting matters only), David Jones, Ian Lawrence, Robert Leek, Marianne Rots (in relation to Patent matters only), Richard Solk (in relation to employment matters only) and Pieter van Lunen (in relation to Tax matters only).

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“U.S. Employees” shall mean all (a) individuals who, on the Closing Date, are actively employed as officers, directors, consultants or other employees in the United States, including Puerto Rico, by any Company; and (b) individuals who, on the Closing Date, are actively employed as officers, directors, consultants or other employees in the United States, including Puerto Rico, by any member of the Unilever Group, 80% or more of whose employment and responsibilities relate to the DiverseyLever Business (either directly or indirectly by providing back office or host support to the DiverseyLever Business) and including any such employees whose responsibilities relate to the distribution, sales and marketing of the Unilever Consumer Brands Business under the Agency Agreement (but excluding Excluded Employees), and any other individual who, on the Closing Date, is actively employed as an officer, director, consultant or other employee in the United States, including Puerto Rico, by any member of the Unilever Group as agreed by Conopco and Buyer prior to Closing; and (c) all individuals who would have been included in clauses (a) or (b) above, if they were actively employed on the Closing Date but who are on leave as of the Closing Date with a right to return to a member of the Unilever Group or any Company but excluding individuals who, as of the Closing Date, are on disability leave and in respect of whom a determination has been made in accordance with local practice and custom that they are not expected to return to work.

“VAT” shall mean value added Taxes, including the Tax imposed by the Sixth Council Directive of the European Communities and any national legislation implementing that directive, together with legislation supplemental thereto, and including any interest, additional amounts, additions to Tax, penalties or similar items relating thereto.

“Working Capital” means the aggregate amount expressed in Euro (in relation to the Companies and the DiverseyLever Business conducted by the Asset Sellers) or dollars (in relation to the CMI Group) of, in respect of the DiverseyLever Business, amounts defined in the DiverseyLever Accounting Policies as trading working capital, such amounts, specifically including those amounts set forth in clauses (a) and (b) below, on the one hand, and, in respect of the CMI Business, the amounts set forth in clause (c) below on the other hand:

(a)  in respect of each local DiverseyLever Business conducted by an Asset Seller, as at 11:59 p.m. (applicable local time) on the date immediately preceding the Closing Date:

(i)  the DiverseyLever Inventory of the relevant Asset Sellers; plus

(ii)  Receivables (including third party trade debtors) together with Tax Assets relating to social security contributions, contributions to state pension schemes, customs and excise duties, Taxes deducted from employees’ wages and salaries, property and land Taxes, Taxes on equity or capital, Taxes withheld from third party royalties or service fees and/or VAT, sales and other similar Taxes of the relevant Asset Sellers, net of reserves, to the extent arising out of, or relating to, the operation of the DiverseyLever Business; minus

34

(iii)  trade and other creditors/accounts payable of the relevant Asset Sellers incurred for the purposes of, or in connection with, the operation of the DiverseyLever Business and like amounts owed to a member of the Unilever Group (including third party trade creditors, together with amounts owed in respect of social security contributions, contributions to state pension schemes, customs and excise duties, Taxes deducted from employees’ wages and salaries, property and land Taxes, Taxes on equity or capital, Taxes withheld from third party royalties or service fees and/or VAT, sales and other similar Taxes of the relevant Asset Sellers); minus

(iv)  any other accrued, current liabilities of such local DiverseyLever Business excluding Tax liabilities;

in each case, as more specifically defined in, and as calculated in accordance with, the DiverseyLever Accounting Policies (except for Investory provisions in respect of restructuring projects which are included in restructuring creditors);

provided, however, that (A) no account shall be taken of any provisions relating to the Retained Litigation in the Final DiverseyLever Working Capital Amount, and (B) the DiverseyLever Base Working Capital Amount and Final DiverseyLever Closing Working Capital Amount shall be calculated without regard to the existence of any restructuring provision, provided that (1) the utilization of such restructuring provision shall be done in accordance with Section 6.1(b)(xviii) and (2) such utilization shall be reflected in the Final DiverseyLever Working Capital Amount; and

(b)  in respect of the Companies, as at 11:59 p.m. (applicable local time) on the date immediately preceding the Closing Date:

(i)  Inventory beneficially owned by or on behalf of the Companies (including items which, although subject to retention of title by the relevant sellers thereof, are under the control of the Companies); plus

(ii)  Receivables (including third party trade debtors but excluding Intercompany Receivables) and like amounts owed by any members of the Unilever Group (excluding Intercompany Payables) together with Tax Assets relating to social security contributions, contributions to state pension schemes, customs and excise duties, Taxes deducted from employees’ wages and salaries, property and land Taxes, Taxes on equity or capital, Taxes withheld from third party royalties or service fees and/or VAT, sales

35

and other similar Taxes) of the Companies, net of reserves; minus

(iii)  trade and other creditors/accounts payable of the Companies (including third party trade creditors) and like amounts owed to any members of the Unilever Group (whether included in such amounts or not), together with amounts owed in respect of social security contributions, contributions to state pension schemes, customs and excise duties, Taxes deducted from employees’ wages and salaries, property and land Taxes, Taxes on equity or capital, Taxes withheld from third party royalties or service fees and/or VAT, sales and other similar Taxes); minus

(iv)  any other accrued, current liabilities of the Companies excluding Tax liabilities;

in each case, as more specifically defined in, and as calculated in accordance with, the DiverseyLever Accounting Policies (except for Inventory provisions in respect of restructuring projects which are included in restructuring creditors);

provided, however, that (A) no account shall be taken of any provisions relating to the Retained Litigation in the Final DiverseyLever Working Capital Amount, and (B) the DiverseyLever Base Working Capital Amount and Final DiverseyLever Working Capital Amount shall be calculated without regard to the existence of any restructuring provision, provided that (1) the utilization of such restructuring provision shall be done in accordance with Section 6.1(b)(xviii) and (2) such utilization shall be reflected in the Final DiverseyLever Working Capital Amount; and

(c)  in respect of the CMI Group, as at 11:59 p.m. (applicable local time) on the date immediately preceding the Closing Date:

(i)  Inventory beneficially owned by or on behalf of the members of the CMI Group (including items which, although subject to retention of title by the relevant seller thereof, are under the control of the relevant member of the CMI Group); plus

(ii)  Receivables due to any member of the CMI Group (including third party trade debtors), net of reserves, including any Receivables subject to the securitization arrangements of the CMI Group and any accruals for Inventory that has been shipped but not invoiced by a member of the CMI Group; minus

(iii)  trade and other creditors/accounts payable of any member of the CMI Group (including third party trade creditors),

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including accruals for Inventory received by a member of the CMI Group for which such member has not been invoiced;

in each case, in accordance with the CMI Accounting Principles; provided, however that in respect of the CMI Base Working Capital Amount and Final CMI Working Capital Amount no Taxes payable or receivable shall be taken into account; and provided further, that the CMI Base Working Capital Amount shall not reflect or otherwise give effect to the CMI M&A Costs, but the Final CMI Closing Working Capital Amount shall reflect and give effect to accruals for CMI M&A Costs that have not been paid by Buyer prior to the Closing Date.

Working Capital may be either a positive or a negative amount.

1.2   Other Definitional Provisions.

(a)  The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b)  Terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(c)  The terms “dollars” and “$” shall mean United States dollars and the term “EUR” shall mean Euro and, in each case and as applicable, shall refer to any relevant foreign currency equivalent.

(d)  The terms “including” shall be deemed to be immediately followed by the term “but not limited to.”

(e)  A patent shall be deemed to be “managed” for the DiverseyLever Business if primary responsibility for or in practice taking (or being primarily responsible for taking), at the date of this Agreement, all decisions concerning the filing, prosecution and maintenance of the patent is done by persons within the Unilever Group and the Companies, in each case for the DiverseyLever Business. A patent shall be deemed to be “managed” for Unilever if primary responsibility for or in practice taking (or being primarily responsible for taking), at the date of this Agreement, all decisions concerning the filing, prosecution and maintenance of the patent is done by persons within the Unilever Group and the Companies, in each case for members of the Unilever Group and the Companies other than (in each case) for the DiverseyLever Business.

(f)  Except as otherwise provided in this Agreement, any amount required to be taken into account or otherwise reflected herein that is incurred or denominated in a currency other than dollars or Euro shall be converted into dollars or Euro, as the case may be, using the applicable exchange rate as published in the column entitled “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any successor column), as appearing in the Financial Times (i) in the case of the Closing Debt/Cash Balance Statements, published on the Closing Date, (ii) in the case of any payment to be made pursuant to Section 3.6(c) or (d), published on the Business Day that is two Business Days prior to the applicable payment date and (iii) where it is necessary to

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determine whether a monetary limit or threshold amount in this Agreement has been reached or exceeded and the value of the relevant claim is expressed in a currency other than dollars or Euro, as the case may be, published on the date of receipt by Conopco or Buyer (as the case may be) of written notification of such claim or on the date of determination of such claim or, if a payment, on the date actually paid to the party entitled to payment, (iv) if the Financial Times is not published or such column does not appear on any of the dates set forth in clauses (i), (ii) and (iii) above, on the immediately preceding date on which the Financial Times is published and such column appears, or (v) if an exchange rate for the relevant currency is not so published, such rate as Buyer’s Accountants and Conopco’s Accountants shall mutually agree by reference to generally accepted, published exchange rates for the relevant currency into dollars or Euro, as the case may be.

(g)  Whenever the words “material” or “serious” are used in this Agreement, the meaning of such word shall be construed in the context in which it is used and based on the facts and circumstances attendant thereto and such construction shall not be prejudiced by any monetary threshold in this Agreement, including those set forth in Articles I, IV, V, IX and XI.

(h)  For the avoidance of doubt and subject to the provisions of Article VII, whenever the words “predominantly,” “relate primarily to” or “used primarily in” or other similar expressions are used (including in the phrases “relate exclusively or primarily to,” “used exclusively or primarily in,” “arising exclusively or primarily” and “exclusively or primarily”) in connection with assets of the DiverseyLever Business or the CMI Business, they shall, with respect to assets that are divisible, mean only to the extent such assets are so used and, with respect to assets that are not divisible, to the full extent of such assets.

(i)  Unless the context requires otherwise, (i) any definition of reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on any such amendments, supplements or modifications set forth herein) and (ii) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns.

(j)  The headings contained in this Agreement, in any Exhibit or Schedule hereto and in the table of contents to this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement. Except as otherwise provided in this Agreement, any reference to a Section, Exhibit or Schedule shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated.

(k)  The following additional terms are set forth and defined in the following respective Sections of this Agreement:

DEFINED TERMS	SECTION
1996 Agreement	6.11(a)
Actuarial Assumptions	9.6(c)(iv)
Additional DiverseyLever Financial Statements	4.4(e)(i)
Adjusted Cash Payment	See Schedule 3.8
Adjusted EBITDA Value	3.4(e)

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DEFINED TERMS	SECTION
Adjusted Note Amount	See Schedule 3.8
Aggrieved Party	11.2(a)
Applicable Section 9.6 Rate	9.6(c)(i)
Associated Rights	7.1(h)
Assumed Amount	9.6(c)(ii)
Audited CMI Financial Statements	5.4(a)
Audited DiverseyLever Financial Statements	4.4(c)(i)
Bank Commitment	5.17(a)
Base Cash Payment	2.1(c)(iii)
Benefit Arrangement	9.6(c)(iii)
Benefit Liabilities	9.6(c)(iv)
Boycotted Country	4.19(c)
Bridge Commitment	5.17(b)
Business Plant and Machinery	See “Plant and Machinery”
Buyer	Preamble
Buyer Benefit Indemnification Amount	9.6(a)
Buyer Cap	11.3(a)
Buyer Contact	6.7(h)
Buyer-Controlled Affiliate	See “Affiliate Transactions”
Buyer Covenant Breach Notice	10.3(a)
Buyer Cure Plan	10.3(a)
Buyer Deferred Amounts	11.8(b)(i)
Buyer Incurred Amount	11.1(c)(i)
Buyer Indemnified Parties	11.1(a)
Buyer MAE Notice	10.3(c)
Buyer Regulatory Restrictions	6.8(b)
Buyer Representation Breach	10.3(b)
Buyer Representation Breach Notice	10.3(b)
Buyer Representation Covenant	11.3(a)
Buyer Terminating Breach	10.3(a)
Buyer Threshold Amount	11.3(c)
Buyer’s Facilities	7.1(d)
Buyer’s International Welfare Plans	9.5(g)
Buyer’s U.S. Welfare Plans	9.4(d)
Cap	11.3(a)
Cash Outlay	11.1(c)(i)(A)(1)
Cash Payment	2.1(c)(iii)
Cash Threshold	8.2(g)
CERCLA	See “Environmental Laws”
Closing	3.1
Closing Date	3.1
Closing Intercompany Amount	3.5(c)
CMI Adjustments	See Schedule 3.8
CMI Closing Debt/Cash Balance	3.5(b)(i)
CMI Closing Debt/Cash Balance Statement	3.5(b)(i)

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DEFINED TERMS	SECTION
CMI Closing Statement	3.5(d)(i)
CMI Closing Working Capital Amount	3.5(d)(ii)
CMI Current Pay Costs	6.5(a)(ii)
CMI Debt/Cash Deficit	3.6(b)
CMI Debt/Cash Disputed Items	3.5(b)(i)
CMI Debt/Cash Notice of Disagreement	3.5(b)(i)
CMI Debt/Cash Surplus	3.6(b)
CMI Disclosure Schedule	5
CMI Disputed Items	3.5(d)(v)
CMI EBITDA	See Schedule 3.8
CMI EBITDA Disputed Items	See Schedule 3.8
CMI EBITDA Notice of Disagreement	See Schedule 3.8
CMI EBITDA Purchase Price Adjustment	See Schedule 3.8
CMI Environmental Knowledge Group	See “knowledge”
CMI Financial Statements	5.4(c)(i)
CMI Financing EBITDA	See Schedule 3.8
CMI Intercompany Agreements	5.9(a)(iv)
CMI Joint Venture Entity	6.6(b)(iii)
CMI Leased Real Property	5.7(b)
CMI Material Contract	5.9(a)
CMI Notice of Disagreement	3.5(d)(v)
CMI Owned Real Property	5.7(a)
CMI Phase I Assessments	6.7(j)
CMI Pre-Closing Date Environmental Non-Compliance Matter	11.1(o)
CMI Statement of Adjusted EBITDA	See Schedule 3.8
CMI Statement of EBITDA	5.4(b)
CMI Working Capital Deficit	3.6(d)
CMI Working Capital Surplus	3.6(d)
Combined Financing EBITDA	See Schedule 3.8
Commercial Agents Directive	6.24
Commercial Markets, Inc.	Preamble
Commitments	5.17(b)
Conopco	Preamble
Conopco Cap	11.3(a)
Conopco Covenant Breach Notice	10.4(a)
Conopco Cure Plan	10.4(a)
Conopco Deferred Amounts	11.8(b)(ii)
Conopco International Retiree Welfare Plans	9.5(j)
Conopco MAE Notice	10.4(c)
Conopco Representation Breach	10.4(b)
Conopco Representation Breach Notice	10.4(b)
Conopco Representation Covenant	11.3(a)
Conopco Retained Benefit Arrangement	9.5(d)
Conopco Terminating Breach	10.4(a)

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DEFINED TERMS	SECTION
Conopco Threshold Amount	11.3(b)
Conopco’s Representatives	11.1(m)
Conopco U.S. Retiree Welfare Plans	9.4(e)
Conopco’s U.S. Savings Plans	9.4(c)
Continuing International Plans	9.5(b)
Costs	11.1(a)
Covered Insurance	11.3(f)(i)
Delayed Assets	3.4(d)
Delayed Buyer	3.4(d)
Delayed Closing	3.4(d)
Delayed Shares	3.4(d)
Derivative Right	3.4(f)(ii)
DiverseyLever Adjustments	See Schedule 3.8
DiverseyLever Closing Debt/Cash Balance	3.5(b)(ii)
DiverseyLever Closing Debt/Cash Balance Statement	3.5(b)(ii)
DiverseyLever Closing Intercompany Balances Statement	3.5(c)
DiverseyLever Closing Statement	3.5(e)(i)
DiverseyLever Closing Working Capital Amount	3.5(e)(ii)
DiverseyLever Debt/Cash Disputed Items	3.5(b)(ii)
DiverseyLever Debt/Cash Notice of Disagreement	3.5(b)(ii)
DiverseyLever Disclosure Schedule	4
DiverseyLever Discontinued or Excluded Business Liabilities	See “Excluded Liabilities”
DiverseyLever Disputed Items	3.5(e)(v)
DiverseyLever EBITDA Disputed Items	See Schedule 3.8
DiverseyLever EBITDA Notice of Disagreement	See Schedule 3.8
DiverseyLever EBITDA Purchase Price Adjustment	See Schedule 3.8
DiverseyLever EBITDA Shortfall	8.2(g)
DiverseyLever Financial Statements	4.4(e)(i)
DiverseyLever Financing EBITDA	See Schedule 3.8
DiverseyLever Management EBITDA	See Schedule 3.8
DiverseyLever Management Financial Statements	4.4(b)(i)
DiverseyLever Non-Pension EBITDA Purchase Price Adjustment	See Schedule 3.8
DiverseyLever Notice of Disagreement	3.5(e)(v)
DiverseyLever Pension EBITDA Purchase Price Adjustment	See Schedule 3.8
DiverseyLever Permitting Expenditures	4.13(b)
DiverseyLever Statement of Adjusted EBITDA	See Schedule 3.8
DiverseyLever Statement of Working Capital	4.4(b)(i)(A)
DiverseyLever Statutory Financial Statements	4.4(a)(i)
DOJ	6.8(c)
EC Merger Regulation	See “Competition/Investment Law”
Ecolab Patent Litigation	See Schedule 11.9

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DEFINED TERMS	SECTION
Excluded Operations	7.1(a)
Facilities Remediation	11.1(n)
Final CMI Adjusted EBITDA	See Schedule 3.8
Final DiverseyLever Adjusted Management EBITDA	See Schedule 3.8
Financing Costs	6.5(a)(iii)
Financing Period	See Schedule 3.8
FTC	6.8(c)
Future CMI Audited Financial Statements	5.4(a)
Future CMI Unaudited Financial Statements	5.4(c)(ii)
Future DiverseyLever Audited Financial Statements	4.4(c)(ii)
Future DiverseyLever Unaudited Financial Statements	4.4(e)(ii)
Future Unilever Consumer Brands Exclusion Statements	4.4(g)(ii)
Grossed-Up CMI Debt/Cash Deficit	3.6(b)
Grossed-Up CMI Debt/Cash Surplus	3.6(b)
Grossed-Up CMI Working Capital Deficit	3.6(d)
Grossed-Up CMI Working Capital Surplus	3.6(d)
Grossed-Up Indemnity Payment	11.1(c)(ii)
Holdings	Preamble
HSR Act	6.8(b)
Indemnified Claim	11.2(i)
Indemnifying Party	11.2(a)
Indemnity Acknowledgement	11.2(b)
Independent Expert	11.1(y)
Initial Pension Estimate	See Schedule 3.8
Intercompany Agreements	6.21
Intergroup CRDS Agreements	See “Central Research & Development and Services Agreements”
Interim Pension Differential	See Schedule 3.8
Interim Pension Estimate	See Schedule 3.8
International Employment Contracts	9.2(a)
International Plans	9.2(a)
International Stand-Alone Plans	9.5(b)
International Transition Period	9.5(b)
Intragroup CRDS Agreements	See “Central Research & Development and Services Agreements”
IPPC	See “Environmental Laws”
Joint Dispute Resolution Period	See Schedule 3.8
June Additional DiverseyLever Financial Statements	4.4(d)(i)
June Unaudited Balance Sheet and Profit and Loss Account	4.4(d)(i)(B)
Leverage Ratio Note Amount	See Schedule 3.8

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DEFINED TERMS	SECTION
LTM Date	See Schedule 3.8
Material Contract	4.9(a)
Material CMI Leased Real Property	5.7(b)
Material Leased Real Property	4.7(b)
Material Owned Real Property	4.7(a)
Maximum Cash Payment	See Schedule 3.8
Membership Transfer Date	9.6(c)(v)
Necessary Actions	11.1(m)
Newly-Hired Employees	9.5(b)
Non-UK Shares and Assets	2.1(c)(i)
Note Shares and Assets	2.1(b)(i)
Orders	4.11(b)
Original CMI Business	6.9(a)(x)
Original DiverseyLever Business	6.9(a)(xi)
OSHA	See “Environmental Laws”
Other Joint Venture Interests	See “Joint Venture Interests”
Out of Pocket Amount	11.1(c)(i)
PBGC	9.1(e)
PCBs	See “Hazardous Substance”
Pension Expense Adjustment	See Schedule 3.8
Per Occurrence Amount	11.3(b)
Permit	9.3(h)
Permitted Persons	6.7(h)
Phase I Assessments	6.7(e)
Pre-Closing Date CMI Release or Contamination	11.1(o)
Pre-Closing Date DiverseyLever Release or Contamination	11.1(e)
Pre-Closing Date Environmental Non-Compliance Matter	11.1(e)
Pre-Closing Date Non-CMI Release or Contamination	11.1(o)
Pre-Closing Date Non-DiverseyLever Release or Contamination	11.1(e)
Preliminary DiverseyLever Statement of EBITDA	4.4(b)(i)(B)
Preliminary Shared Facility List	7.1(a)
Proposals	11.1(n)(i)
Purchase Price	2.1(d)
RCRA	See “Environmental Laws”
Real Property Documents	See “Assets”
Referral	11.1(y)
Referral Firm	11.1(y)
Regulatory Challenge	6.8(d)
Related Proceedings	11.9(a)
Relevant Business	6.8(b)
Restraints	8.1(a)

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DEFINED TERMS	SECTION
Retained Litigation	11.9(a)
Reviewed DiverseyLever Statement of Management EBITDA	4.4(d)(i)(C)
Rule 144A Offering	See “144A Offering Documents”
[**]	[**]
SAS 71	4.4(e)(i)
Section 3.4(e) Adjustment	3.4(e)
Section 6.1 Consent Request	6.1(d)
Section 6.2 Consent Request	6.2(d)
Segregation Documents	7.1(e)(iv)
September Additional CMI Financial Statements	5.4(c)(i)
September Additional DiverseyLever Financial Statements	4.4(e)(i)
Shared Facilities	7.1(a)
Shared Facility Lease	7.1(g)
Shared Manufacturing Facility	7.1(e)(i)
Signing Exchange Rate	See Schedule 3.8
Subscription Payment	2.1(a)(i)
Supporting Information	6.17(a)
Support Services	7.1(b)
Survival Period	12.3
Tax Indemnity Amount	6.9(a)(ix)
Technical Dispute	11.1(y)
Termination Date	10.4
Third Party Lessor	7.1(e)(iii)
Threshold Amount	11.3(c)
Total Leverage Ratio	See Schedule 3.8
Transaction Expenses	6.5(a)
Transferred Unilever Consumer Brands Business Assets	See “Assets”
Transferable Joint Venture Interests	See “Joint Venture Interests”
U.S. Benefit Arrangements	9.1(a)
U.S. Employee Plan	9.1(a)
U.S. Employment Contracts	9.1(a)
U.S. Stand-Alone Plans	9.4(a)
UFI	See “Hazardous Substance”
UK Companies	9.2(j)(iv)
Unilever Central Services	See “Central Research & Development and Services Agreements”
Unilever Consumer Brands Exclusion Statements	4.4(g)(i)
Unilever Contact	6.7(h)
Unilever Environmental Knowledge Group	See “knowledge”
Unilever Guarantees	6.12
Unilever Indemnified Parties	11.1(b)

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DEFINED TERMS	SECTION
Unilever Regulatory Restrictions	6.8(b)
VAT Group	6.9(k)(vii)
Walk-Away Date	10.2(a)
WARN	See “Excluded Liabilities”
Welfare Plan	4.5(g)

ARTICLE II

THE TRANSACTIONS

2.1 Issue and Subscription for Holdings Shares; Purchase and Sale of Shares and Assets.    Upon the terms and subject to the conditions of this Agreement:

(a)  At Closing:

(i)  Conopco shall cause the Share Subscriber to deliver to Holdings as the subscription payment for the Holdings Shares, an aggregate amount, equal to $345,000,000, which amount shall be payable at Closing in the following currencies and amounts: (A) $ 179,400,000 and (B) EUR 188,224,596, each in immediately available funds, subject to adjustment as provided in this Agreement (collectively, as so adjusted, the “Subscription Payment”); and

(ii)  In consideration of payment of the Subscription Payment by the Share Subscriber, Holdings shall issue to the Share Subscriber the Holdings Shares.

(b)  At Closing:

(i)  Conopco shall (or shall cause the applicable Sellers to) sell, assign, transfer and deliver to Holdings such Sold Shares of non-U.S. Companies and non-U.K. Companies and Assets of non-U.S. Asset Sellers as shall be set forth under the heading “Note Shares and Assets” on Schedule 3.7 (the “Note Shares and Assets”) free of all Encumbrances (other than Permitted Encumbrances and Permitted IP Licenses and consistent with the representations and warranties of Conopco in Article IV that relate to title to such Sold Shares and Assets), and Holdings shall purchase and accept the Note Shares and Assets from the applicable Sellers, subject to the related Assumed Liabilities; and

(ii)  In consideration of the sale of the Note Shares and Assets, Holdings shall issue to Unilever NV (or such other member of the Unilever Group as Conopco may designate) the Note.

(c)  At Closing:

(i)  Conopco shall (and shall cause the applicable Sellers to) sell, assign, transfer and deliver to Buyer or one or more Designated Buyers (to be designated by Buyer as such on Schedule 2.1 and delivered to Conopco no later than 30 Business

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Days after the date of this Agreement (or earlier if reasonably required by Conopco in order for it to comply with Applicable Law); provided, however, that Buyer shall have the right, with Conopco’s consent (which consent shall not be unreasonably withheld or delayed), to amend such Schedule up until five Business Days prior to the Closing Date), the Sold Shares and Assets (other than the UK Shares and the Note Shares and Assets) (the “Non-UK Shares and Assets”) free of all Encumbrances (other than Permitted Encumbrances and Permitted IP Licenses and consistent with the representations and warranties of Conopco in Article IV that relate to title to such Sold Shares and Assets), and Buyer shall (and shall cause each Designated Buyer to) purchase and accept the Non-UK Shares and Assets, as at and with effect from Closing, from the applicable Sellers, subject to the related Assumed Liabilities; and

(ii)  The applicable Share Seller, through the agency of Conopco, shall sell, assign, transfer and deliver to the Designated UK Buyer the UK Shares free of all Encumbrances (other than Permitted Encumbrances and Permitted IP Licenses and consistent with the representations and warranties of Conopco in Article IV that relate to title to the UK Shares), and the Designated UK Buyer (through the agency of Commercial Markets, Inc.) shall purchase and accept the UK Shares from the applicable Share Seller; and

(iii)  In consideration of the sale of the Non-UK Shares and Assets and the UK Shares by the applicable Sellers, the applicable Designated Buyers (through the agency of Commercial Markets, Inc.) shall pay to Conopco (or the applicable Sellers) an aggregate amount equal to $1,345,000,000 which represents (x) $1,000,000,000 (the “Base Cash Payment”) plus (y) $345,000,000, which aggregate amount shall be payable at Closing in the following amounts and currencies: (A) $479,400,000 and (B) EUR 983,859,968, each in immediately available funds, subject to adjustment as provided in this Agreement (collectively, as so adjusted, the “Cash Payment”).

(d)  The Note and the Cash Payment, each as adjusted as provided in this Agreement, shall collectively be referred to herein as the “Purchase Price.” The Purchase Price, including any adjustments thereto as provided in this Agreement and the Unilever Financing Agreement shall be allocated in accordance with Section 3.7. All adjustments to the Purchase Price which are payable in cash shall be paid in dollars.

2.2   Assumption of Liabilities.    With respect to the purchase and sale of the Assets, in addition to payment of the Purchase Price, Holdings and Commercial Markets, Inc. will cause each of the applicable Designated Buyers to assume from the applicable Asset Sellers or members of the Unilever Group, as the case may be, at the Closing and thereafter, in due course, pay, honor and discharge all of the Assumed Liabilities.

ARTICLE III

CLOSING; PURCHASE PRICE ADJUSTMENT

3.1   The Closing.    Unless this Agreement shall have been terminated, on the terms and subject to the conditions of this Agreement, and except as otherwise expressly provided in the

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Local Transfer Agreements, the closing of the sale and purchase of the Sold Shares and Assets and the consummation of the other transactions contemplated hereby (the “Closing”) shall take place at the New York offices of Jones, Day, Reavis & Pogue, on the fifth Business Day after the date on which the last to be fulfilled or waived of the conditions set forth in Sections 8.1(c) through (e) shall be fulfilled or waived in accordance with this Agreement (provided that as of the Closing Date, the other conditions in Article VIII are fulfilled and/or waived) or at such other time, date or place as the parties may mutually agree upon in writing (the “Closing Date”). The parties to this Agreement will exchange (or cause to be exchanged), at the Closing (or at the applicable local closing occurring in connection with the Closing), the funds, certificates and other documents, and do, or cause to be done, all of the things respectively required of each party as specified in Sections 3.2 and 3.3. For purposes of this Agreement and except as otherwise expressly provided in the Local Transfer Agreements, the Closing will be treated as if it occurred at 0:01 a.m. (applicable local time) at each location of the DiverseyLever Business on the Closing Date.

3.2   Deliveries by Buyer.    At the Closing, Buyer and/or any other applicable Designated Buyer, as the case may be, shall deliver, or cause to be delivered, to Conopco the following:

(a)  the Cash Payment, payable in the currencies described in Section 2.1(c)(iii) by wire transfer in immediately available funds on the Closing Date to an account or accounts, specified in writing by Conopco, with such notice to be delivered no less than three Business Days prior to the Closing Date;

(b)  a certificate or certificates representing the Holdings Shares, duly registered in the name of the Share Subscriber;

(c)  the Note, the Registration Rights Agreement and the Note Indenture duly executed (and in the case of the Note, duly issued) and in full force and effect;

(d)  the certificate by an officer of Buyer required to be delivered pursuant to Section 8.2(c);

(e)  a certificate of Buyer, signed by an authorized officer, certifying as to (i) the corporate resolutions of Buyer authorizing the transactions contemplated by this Agreement, (ii) the incumbency of the officers of Buyer executing this Agreement and the Ancillary Documents to which it is a party, (iii) the good standing (or local equivalent, if applicable) under Applicable Law of Buyer and each Designated Buyer and (iv) certified or other official copies of the Constituent Documents of Buyer and each Designated Buyer;

(f)  certificates of each Designated Buyer, signed by an authorized officer, certifying as to (i) the corporate or comparable resolutions of such Designated Buyer authorizing the transactions contemplated by this Agreement and (ii) the incumbency of the officers of such Designated Buyer executing the Ancillary Documents to which it is a party;

(g)  a Local Transfer Agreement for each country in which Sold Shares or Assets are being sold to Buyer or a Designated Buyer hereunder, but only to the extent (i) Applicable Law in such country requires Buyer or a Designated Buyer to be party to a Local

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Transfer Agreement in order to effect the sale, assignment, transfer or delivery (as the case may be) of such Sold Shares or Assets in such country or (ii) a Local Transfer Agreement is otherwise deemed necessary or appropriate for Tax purposes;

(h)  the Ancillary Agreements to which Buyer or any member of the CMI Group is a party, duly executed by Buyer or such member;

(i)  such instruments of assumption (which may be included in a Local Transfer Agreement), as may be necessary to effect Buyer’s or a Designated Buyer’s assumption under Applicable Laws of the Assumed Liabilities;

(j)  a receipt for the Subscription Payment; and

(k)  such other instruments and documents, in form and substance reasonably acceptable to Conopco and Buyer, as shall be agreed in writing by the parties in good faith to be reasonably necessary or expedient to effect the Closing.

3.3   Deliveries by Conopco.    At the Closing, Conopco, the Share Subscriber and/or any applicable Seller, as the case may be, shall deliver, or cause to be delivered to Buyer and/or the other applicable Designated Buyers, the following:

(a)  the Subscription Payment, payable in the currencies described in Section 2.1(a) by wire transfer in immediately available funds on the Closing Date to an account or accounts, specified in writing by Holdings, with such notice to be delivered no less than three Business Days prior to the Closing Date;

(b)  certificates representing the Sold Shares (including any Sold Shares held by nominees), which shall be duly endorsed for transfer to Buyer or the applicable Designated Buyers or accompanied by stock powers duly executed in blank, or, in the case of Sold Shares of non-U.S. Companies, evidence of the transfer of such Sold Shares in accordance with the Applicable Laws of the jurisdictions in which such non-U.S. Companies are organized or otherwise in accordance with the applicable Local Transfer Agreement;

(c)  the certificate by an officer of Conopco required to be delivered pursuant to Section 8.3(c);

(d)  a certificate of Conopco, signed by an authorized officer, certifying as to (i) the corporate resolutions of Conopco authorizing the transactions contemplated by this Agreement, (ii) the incumbency of the officers of Conopco executing this Agreement and the Ancillary Documents to which it is a party, (iii) the good standing (or local equivalent, if applicable) under Applicable Law of Conopco and (iv) the Constituent Documents of Conopco;

(e)  a Local Transfer Agreement for each country in which Sold Shares or Assets are being sold to Buyer or a Designated Buyer hereunder, but only to the extent (i) Applicable Law in such country requires Conopco or a Seller to be party to a Local Transfer Agreement in order to effect the sale, assignment, transfer or delivery (as the case may be) of such Sold Shares or Assets in such country or (ii) a Local Transfer Agreement is otherwise deemed necessary or appropriate for Tax purposes;

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(f)  the stock books, stock ledgers, minute books and corporate seals of each of the Companies (or, with Buyer’s consent (not to be unreasonably withheld), confirmation that they remain at the registered office of each such Company);

(g)  the Ancillary Agreements to which Conopco or any other member of the Unilever Group is a party, duly executed by Conopco or such member;

(h)  to the extent not covered by the relevant Local Transfer Agreement and subject to Sections 3.4(b), (f) and (g), duly executed and acknowledged deeds or other comparable instruments of transfer for each parcel of Owned Real Property included in the Assets and assignments of leases or other comparable instruments of transfer for each parcel of Leased Real Property included in the Assets (in form and substance suitable for recording), transferring under Applicable Law title to all Real Property included in the Assets from the relevant Asset Seller to Buyer or a Designated Buyer;

(i)  the IP Assignments (it being understood and agreed that Conopco shall prepare and execute, or cause to be prepared and executed (other than execution by Buyer), any and all individual assignment documents suitable and ready for recordation in the respective countries, provided that Buyer agrees to be responsible for the reasonable out-of-pocket costs incurred by any member of the Unilever Group in relation to such preparation, and Buyer shall record them where recordation is required by Applicable Law and, in Buyer’s discretion, Buyer shall record them to the extent not required by Applicable Laws, in the national patent and trademark and other government offices, as applicable);

(j)  [Reserved];

(k)  certificates of each Asset Seller, Share Seller and member of the Unilever Group that is a party to an Ancillary Document (other than Conopco), signed by an authorized officer, certifying as to (i) the corporate or comparable resolutions of such entity authorizing the transactions contemplated by this Agreement, (ii) the incumbency of the officers of such entity executing this Agreement and the Ancillary Documents to which it is a party, (iii) the good standing (or local equivalent, if applicable) under Applicable Law of such entity and (iv) the Constituent Documents of such entity;

(l)  to the extent not provided to Buyer prior to Closing, fully executed original deeds, documents or certificates evidencing title to the Owned Real Property and Leased Real Property (or certified copies thereof if originals are not available), including, to the extent not provided to Buyer prior to Closing, fully executed originals of each Real Property Lease covering Material Leased Real Property, together with all amendments, extensions, assignments and memoranda thereof, together with, to the extent same exist, nondisturbance and attornment agreement(s) in respect of such Real Property Leases, as may have been executed and furnished to the tenant thereunder by the holder of any underlying lease or mortgage to which the landlord’s interest therein is subject;

(m)  the documents referred to in Section 6.16;

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(n)  letters of resignation executed by (i) the directors of each of the Companies and (ii) the officers of the Companies who, in each case, are not Employees as shall be requested by Buyer in writing a reasonable period of time prior to the Closing;

(o)  a receipt for the Purchase Price;

(p)  legal opinions of Cravath, Swaine & Moore and De Brauw Blackstone Westbroek, each substantially in the relevant form set forth on Exhibit O;

(q)  the documentation described in Section 7.1 necessary to implement the provisions thereof, in form and substance reasonably satisfactory to Buyer and its counsel; and

(r)  such other instruments and documents, in form and substance reasonably acceptable to Buyer and Conopco, as shall be agreed in writing by the parties in good faith to be reasonably necessary or expedient to effect the Closing.

3.4   Further Assurances and Joint Venture Interests; Delayed Closings.

(a)  From time to time, at Buyer’s or Conopco’s request, Conopco or Buyer (as the case may be) shall comply with the provisions of Sections 6.6 and 6.15.

(b)  To the extent that (i) the assignment or transfer, by operation of law or otherwise, of any Contract or Authorization to Buyer or any Designated Buyer hereunder or (ii) the amendment or novation of a Shared Contract or the lease of a Shared Facility to provide for separate Contracts or leases, as the case may be, for the DiverseyLever Business and the other businesses of the Unilever Group, shall require the consent of any other party, this Agreement shall not constitute an agreement to assign or otherwise transfer or segregate the same if an attempted assignment, transfer or segregation would constitute a breach thereof. Prior to Closing, and subject, in respect of Shared Contracts, to the final sentence of this Section 3.4(b), Conopco will, and will cause each Seller to, use its respective reasonable best efforts to obtain the consent of such other party or parties for the assignment, novation or transfer thereof (in whole or by segregation) to Buyer or the relevant Designated Buyer and Buyer and the relevant Designated Buyers will cooperate with and assist Conopco and the Sellers in such efforts in all reasonable respects, including participating in such meetings with third parties as may be reasonably necessary in connection therewith. From and after Closing, Buyer will, and will cause each Designated Buyer to, use its respective reasonable best efforts to obtain such consents and Conopco and the relevant Sellers will cooperate with and assist Buyer and the Designated Buyers in such efforts in all reasonable respects, including participating in such meetings with third parties as may be reasonably necessary in connection therewith. Both prior to and following Closing, neither party nor any of their Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of (by way of a guarantee or otherwise)) any Person in order to obtain any such consent or assume such Contract, other than (A) a nominal filing, application or similar cost or fee, (B) nominal amounts to cover processing and review by third parties of such consents, including de minimis amounts of attorneys’ fees and (C) any amounts due and payable by any member of the Unilever Group or any Company pursuant to the terms of such Contract or Authorization prior to or as of the Closing Date (other than amounts taken into account in calculating the Final DiverseyLever Working Capital

50

Amount). For the avoidance of doubt, the foregoing sentence shall not prejudice Buyer’s right to indemnification pursuant to Section 11.1(a)(iii), if applicable. Conopco shall deliver to Buyer a duly executed copy of each such consent obtained prior to Closing as soon as reasonably practicable after obtaining such consent. From and after Closing, until any such consent is obtained, the relevant Designated Buyer shall, unless prohibited by the relevant Contract, Authorization or Applicable Law, perform the obligations of the relevant Seller or Company under such Contract or Authorization as agent for or sub-contractor to such Seller or Company and, without prejudice to any claim which Buyer has under Article XI hereof, indemnify each member of the Unilever Group on an after-Tax basis in respect of such performance or, if the relevant Contract, Authorization or Applicable Law prohibits the relevant Designated Buyer from so acting as agent or sub-contractor, such Seller or Company shall cooperate with Buyer in any arrangement reasonably requested by Buyer to provide, from and after the Closing, for Buyer or another Designated Buyer the benefits under any such Contract or Authorization, including the enforcement at the cost of and for the benefit of Buyer or such Designated Buyer of any and all rights thereunder of Conopco or its respective Affiliates against the other party thereto and, without prejudice to any claim Buyer has under Article XI hereof, Buyer or such Designated Buyer shall indemnify each member of the Unilever Group on an after-Tax basis in respect of all such arrangements. Without prejudice to any claim which Buyer has under Article XI, Buyer or such Designated Buyer shall indemnify Conopco or such member of the Unilever Group on an after-Tax basis for the costs and liabilities incurred by Conopco or such member of the Unilever Group in performing or enforcing any such Contract or Authorization for the benefit of Buyer or such Designated Buyer from and after the Closing. Notwithstanding the foregoing, to the extent that a Shared Contract is a contract with a customer of both the DiverseyLever Business and the Unilever Consumer Brands Business, the parties shall, prior to seeking any such assignment, amendment or novation, discuss in good faith whether the seeking of such assignment, amendment or novation is likely to prejudice the relevant customer relationship and, if so, the parties shall discuss whether some other arrangement can be entered into between them which will not risk such prejudice but which will confer on them similar benefits to those which they would otherwise have enjoyed in relation to such Shared Contract (including under the Agency Agreement). In the event that the parties cannot reach agreement on the action to be taken, the relevant assignment, amendment or novation shall be sought in accordance with this Section 3.4(b).

(c)  (i)  To the extent that any of the Assets transferred to Buyer or any Designated Buyer as contemplated herein or the assets of the Companies (other than the Transferred Unilever Consumer Brands Business Assets and the DiverseyLever Intellectual Property Assets) include rights or assets that (A) are reasonably necessary for the operation of any business (other than the DiverseyLever Business) of any member of the Unilever Group and (B) were used by any member of the Unilever Group prior to Closing in such capacity, Buyer agrees, to the extent commercially practicable, to, or to cause the relevant members of the CMI Group to, transfer, convey, assign, license, sublicense or enter into another arrangement with respect to such rights or assets so that such member of the Unilever Group has substantially similar benefits (subject to the burdens) of such rights and assets for such other business as it had prior to the Closing; provided that the foregoing shall not require Buyer or any member of the CMI Group (X) to permit any member of the Unilever Group to use such rights or assets in the DiverseyLever Business or (Y) to transfer, convey, assign, license, sublicense or enter into such other arrangement if such action precludes Buyer or any member of the CMI Group from using,

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or otherwise materially impedes Buyer’s or the CMI Group’s use of, such rights or assets in the DiverseyLever Business.

(ii)  To the extent that the Assets and the assets of the Companies (including the Transferred Unilever Consumer Brands Business Assets but excluding Intellectual Property) do not include any right or asset, which (A) was owned or used by or licensed to any member of the Unilever Group at Closing, (B) is reasonably necessary for the operation of the DiverseyLever Business and (C) was used by any member of the Unilever Group in the DiverseyLever Business prior to Closing, Conopco agrees, to the extent commercially practicable, to, or to cause the members of the Unilever Group to, without further consideration, transfer, convey, assign, license, sublicense or enter into another arrangement with respect to such right or asset so that the relevant members of the CMI Group have substantially similar benefits (subject to the burdens) of such right or asset in relation to the DiverseyLever Business as did the members of the Unilever Group in conducting the DiverseyLever Business prior to Closing; provided that the foregoing shall not require any member of the Unilever Group (x) to permit the members of the CMI Group and the Companies to use such right or asset in any business other than the DiverseyLever Business or, to the extent it overlaps or has been integrated with the DiverseyLever Business, the CMI Business or (y) to transfer, convey, assign, license, sublicense or enter into such other arrangement if such action precludes Conopco or any other member of the Unilever Group from using, or otherwise materially impedes the Unilever Group’s use of, such rights or assets in businesses other than the DiverseyLever Business.

(d)  Subject to Sections 3.4(f) and (g) with respect to Real Property, to the extent that the sale, assignment, transfer or delivery or attempted sale, assignment, transfer or delivery to Buyer or any Designated Buyer of all or substantially all of the Assets in a particular jurisdiction or any Shares is prohibited by any Applicable Law or would require any governmental or third-party authorizations, approvals, consents, agreements or waivers, and such authorizations, approvals, consents, agreements or waivers shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, assignment, transfer or delivery, or any attempted sale, assignment, transfer or delivery thereof. Following the Closing, the parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents, agreements or waivers; provided, however, that neither Conopco nor Buyer nor any Affiliates thereof shall be required to incur any obligation or pay any additional consideration therefor, other than (i) a nominal filing, application or similar cost or fee, (ii) nominal amounts to cover processing and review by third parties of such authorizations, approvals, consents, agreements or waivers, including de minimis amounts of attorneys’ fees and (iii) any amounts that were due and payable prior to Closing by any member of the Unilever Group or any Company, the Shares of which are Delayed Shares, by way of a contribution to capital in a Joint Venture Entity, which amounts are required by Contract or Applicable Law to be paid prior to transfer of such Joint Venture Entity to Buyer or a Designated Buyer (other than any amounts taken into account in calculating the Final DiverseyLever Working Capital Amount)), which amounts shall, unless specifically treated otherwise herein, be paid as to 10/13 by Buyer (on behalf of the applicable Designated Buyers) on the one hand, and 3/13 by Conopco (on behalf of the applicable Sellers) on the other hand. Pending such authorization, approval, consent, agreement or waiver, the parties shall cooperate with each other in any reasonable and

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lawful arrangements designed to provide to Buyer or the applicable Designated Buyer the profits and other benefits and liabilities of use or ownership of such Assets (and related liabilities) or Shares (as the case may be) (including liabilities for Taxes relating to such use or ownership or the profits to Buyer or the applicable Designated Buyer therefrom). Once such authorization, approval, consent, agreement or waiver for the sale, assignment, transfer or delivery of any such Asset or Shares is obtained, Conopco or the relevant Seller shall promptly sell, assign, transfer and deliver such Asset (and related liabilities) or Shares to Buyer or the relevant Designated Buyer for no additional consideration (other than as provided for above) at a closing to be held on the fifth Business Day after receipt of all such authorizations, approvals, consents, agreements or waivers, or such other time as the Buyer and Conopco may mutually agree (a “Delayed Closing”). For purposes of this Section 3.4, any Assets, Shares or interests in the Non-Controlled Joint Venture Entities subject to a Delayed Closing shall be referred to as “Delayed Assets” and “Delayed Shares,” respectively. The risk in any such Delayed Assets and Delayed Shares shall pass to Buyer or the applicable Designated Buyer, as appropriate (the “Delayed Buyer”), effective as of the Closing. After Closing and prior to any Delayed Closing, if requested by Buyer and subject to compliance with Applicable Laws and any contractual obligations of the applicable Seller prohibiting or limiting the execution of a declaration of trust relating to a Delayed Asset or Delayed Shares, Conopco or the relevant Asset Seller or Share Seller shall execute a declaration of trust pursuant to which it will hold the benefit of such Delayed Assets or Delayed Shares in trust for the relevant Delayed Buyers. Conopco or the relevant Asset Seller or Share Seller shall account to the relevant Delayed Buyers for all sums received, less any direct costs (not including management time) which relate to any Delayed Assets or Delayed Shares. From and after Closing and prior to any Delayed Closing, Conopco shall, or shall cause the relevant Asset Seller or Share Seller to, at the relevant Delayed Buyer’s expense (but without prejudice to Buyer’s rights to indemnification pursuant to Article XI) maintain adequate (but in no event less than was maintained in respect of the relevant Delayed Assets or Delayed Shares prior to Closing) insurance coverage on any Delayed Assets or Delayed Shares and, to the extent permitted under the relevant policies, cause the relevant Delayed Buyers to be added to all applicable insurance policies as an additional insured. Subject to compliance with Applicable Laws and any contractual obligations of the applicable Seller, if the benefit of such Delayed Assets or Delayed Shares cannot be held on trust for the relevant Delayed Buyers, the parties will use their reasonable best efforts to make such other reasonable and lawful arrangements among themselves to implement the transfer of the benefit of the Delayed Assets or the Delayed Shares to the extent possible. After Closing and prior to any Delayed Closing and without prejudice to any claim which Buyer has under Article XI, Buyer, on behalf of themselves or any other Delayed Buyer, shall indemnify Conopco or the relevant Seller for all costs and expenses (including Tax liabilities) suffered or reasonably incurred by Conopco or such Seller in connection with the Delayed Assets or Delayed Shares, provided that Buyer, whether on behalf of themselves or on behalf of any Delayed Buyer, shall not be required to indemnify Conopco or such Seller in respect of internal administrative costs. Without prejudice to the right of the indemnification referred to above, and provided that Buyer or the relevant Delayed Buyer is complying with the terms of this Section 3.4(d), to the extent that any Delayed Buyer is unable to obtain the benefits and liabilities of the use or ownership of any Delayed Assets or Delayed Shares, as contemplated by this Section 3.4(d), prior to a Delayed Closing, Conopco and its Affiliates shall be responsible for all Taxes relating to such Delayed Assets or Delayed Shares for Taxable periods or portion thereof ending on or prior to the date of

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the Delayed Closing and Conopco shall cause the relevant Seller to pay to the relevant Delayed Buyer at the time of the relevant Delayed Closing interest at the Applicable Rate as of the Closing Date on the portion of the Purchase Price set forth on Schedule 3.7 with respect to such Assets or such Shares (as adjusted pursuant to Section 3.7) from the Closing Date through the date of such Delayed Closing; reduced by an amount reflecting the proportion of such benefits and liabilities that the relevant Delayed Buyer has been able to obtain, if any. For the avoidance of doubt and subject to the provisions of this Section 3.4(d), (A) the transfer of the Shares of DiverseyLever Sistemas de Higiene e Limpeza S.A. shall be subject to the condition that Conopco and/or Unilever has received the written consent of Estabelecimentos Jeronimo Martins & Filho, Ltda. to the transactions contemplated by this Agreement with respect to such Shares and (B) the transfer of the Assets of LeverElida Temizlik ve Kisisel Bakim Urunleri Sanayi ve Ticaret A.S. shall be subject to the condition that Conopco and/or Unilever has received the written consent of Desash Holdings A.S. to the transactions contemplated by this Agreement with respect to such Assets and Shares, or, in either case, such consent shall otherwise no longer be required. The provisions of this Section 3.4(d) shall apply to any Delayed Assets of LeverElida Temizlik ve Kisisel Bakim Urunleri Sanayi ve Ticaret A.S. and Delayed Shares of DiverseyLever Sistemas de Higiene e Limpeza S.A.

(e)  Subject to Sections 3.4(f) and (g) with respect to Real Property, Buyer (on behalf of the Designated Buyers) shall pay the full Purchase Price at the Closing and all adjustments thereto pursuant to this Agreement notwithstanding any requirement for a Delayed Closing pursuant to Section 3.4(d); provided, however, that if any Delayed Closing pursuant to Section 3.4(d) shall not occur within 15 months after the Closing, Buyer (on behalf of the relevant Delayed Buyer) shall by notice in writing to Conopco (on behalf of the relevant Share Seller or Asset Seller) elect to either (i) terminate the parties’ obligations to buy and sell the Delayed Assets or Delayed Shares subject to such Delayed Closing, or (ii) negotiate in good faith with Conopco (on behalf of the relevant Share Seller or Asset Seller) for the continuation of the arrangements referred to in subsection (d) of this Section 3.4, and in the case of clause (i) above, Conopco (on behalf of the relevant Share Seller or Asset Seller) shall pay to Buyer (on behalf of the relevant Delayed Buyer), as an adjustment to the Purchase Price no later than five Business Days after the date of such notice, in immediately available funds and in dollars, the portion of the Purchase Price set forth on Schedule 3.7 with respect to such Delayed Assets or Delayed Shares (as adjusted pursuant to Section 3.7, but excluding provisional allocations of Section 3.4(e) Adjustments in relation to other Delayed Assets or Delayed Shares) together, to the extent that Buyer or the relevant Delayed Buyer was unable to receive the benefit of such Delayed Assets or Delayed Shares following Closing, with interest thereon at the Applicable Rate as of the Closing Date from the Closing Date through the date of such Delayed Closing (reduced by an amount reflecting the proportion of such benefits and liabilities that the relevant Delayed Buyer has been able to obtain, if any) and, from and after the date of such payment, the arrangement of the parties with respect to the benefits and liabilities of such Delayed Assets or Delayed Shares shall also terminate. For purposes of this Section 3.4(e), if the amount of any adjustment to the Purchase Price pursuant to Section 3.4(e) for any Delayed Shares or Delayed Assets is less than 95% of the product of (A) the amount of the portion of the Final DiverseyLever Adjusted EBITDA attributable to such Delayed Assets or Delayed Shares and (B) 8.85 (such product, the “Adjusted EBITDA Value”), then in the case of Delayed Shares and Delayed Assets for which the Adjusted EBITDA Value equals or exceeds $50,000,000, Conopco shall pay to Buyer an additional amount (a “Section 3.4(e) Adjustment”) equal to the difference

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between (1) the amount of the Adjusted EBITDA Value and (2) the allocation set forth on Schedule 3.7 (as adjusted pursuant to this Agreement, but excluding provisional allocations of Section 3.4(e) Adjustments in relation to other Delayed Assets or Delayed Shares).

(f)  Notwithstanding the provisions of Section 3.4(e), to the extent that the Delayed Assets constitute Owned Real Property or Leased Real Property, the following provisions shall also apply:

(i)  The 15-month period referred to in Section 3.4(e) shall be extended to 24 months;

(ii)  If the grant of a lease or a sublease would avoid the need to obtain any such authorizations, approvals, consents or waivers (or if any relevant authorization, approval, consent or waiver might be more readily available for the grant of a lease or a sublease than for a transfer), then Buyer (on behalf of the relevant Delayed Buyer) and Conopco (on behalf of the relevant Share Seller or Asset Seller) shall use their respective reasonable best efforts to obtain any governmental or third party authorizations, approvals, consents or waivers as may be required to grant to the relevant Delayed Buyer a lease of the relevant Owned Real Property or a sublease or underlease of the relevant Leased Real Property (a “Derivative Right”). The terms of any such lease or sublease shall be agreed in good faith and shall entitle the relevant Delayed Buyer to continue to use the relevant Owned Real Property or Leased Real Property on terms which are as close as practicable to the terms upon which such Owned Real Property or Leased Real Property was operated on as of the date of the Closing. Following the grant of any Derivative Right, Buyer (on behalf of the relevant Delayed Buyer) and Conopco (on behalf of the relevant Share Seller or Asset Seller) shall continue to use its respective reasonable best efforts to obtain any governmental or third party authorizations, approvals, consents or waivers as may be required to complete a transfer of such Owned Real Property or Leased Real Property and thereafter to complete such transfer; and

(iii)  In the event that either a transfer to the relevant Delayed Buyer of such Delayed Assets or the grant of any Derivative Rights has not been completed, or any governmental or third party authorization, approval, consent, or waiver relating to the foregoing has not been obtained, in either case, within 24 months after the Closing, then Buyer (on behalf of the relevant Delayed Buyer) shall by notice in writing to Conopco (on behalf of the relevant Share Seller or Asset Seller) elect to either (A) subject to Buyer’s compliance with the provisions of Section 3.4 in relation to the relevant Owned Real Property or Leased Real Property, terminate the parties’ obligations to buy and sell the Owned Real Property or Leased Real Property constituting a Delayed Asset subject to such Delayed Closing; provided, however, that in such event, Conopco (on behalf of the relevant Share Seller or Asset Seller) shall have no obligation to pay to Buyer (on behalf of the relevant Delayed Buyer) any amount under Section 3.4(e); or (B) negotiate in good faith with Conopco (on behalf of the relevant Share Seller or Asset Seller) for the continuation of the arrangements set out in Section 3.4(d) pending completion of the transfer of the Owned Real Property or Leased Real Property to Designated Buyer or the grant of the Derivative Rights to the relevant Delayed Buyer or the issuance of the relevant third party, authorization, approval, consent or waiver.

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(g)  Notwithstanding the provisions of Section 3.4(e), to the extent that any Shares constitute Delayed Shares due to a requirement to obtain any governmental or third party authorization, approval, consent or waiver to a change of control of the owner of Owned Real Property or Leased Real Property the following provisions shall apply:

(i)  the 15-month period in Section 3.4(e) shall be extended to 24 months; and

(ii)  in the event that a requisite third party authorization, approval, consent or waiver to a change of control of the owner of an Owned Real Property or Leased Real Property has not been obtained within 24 months of the Closing, then Buyer (on behalf of the relevant Delayed Buyer) shall by notice in writing to Conopco (on behalf of the relevant Share Seller) either (A) elect to require the relevant Share Seller to accept a transfer of the relevant Owned Real Property or Leased Real Property and following completion of such transfer forthwith complete the acquisition of the Delayed Shares but without any obligation on Conopco (on behalf of the relevant Share Seller) to pay any amount under Section 3.4(e); or (B) elect to negotiate in good faith with Conopco (on behalf of the relevant Share Seller) for the continuation of the arrangements set out in Section 3.4(d) pending issuance of the relevant third party authorization, approval, consent or waiver and subsequent completion of the transfer of the Delayed Shares.

(h)  Subject to compliance with Applicable Law, pending a Delayed Closing, Conopco shall, or shall cause the relevant Asset Seller or Share Seller to, use its reasonable best efforts to comply with all reasonable requests of Buyer or the Delayed Buyer for information in relation to such Delayed Assets or Delayed Shares.

(i)  This Section 3.4 shall be subject to, and is without derogation of, the satisfaction of the condition described in Section 8.3(h).

(j)  In the case of a Delayed Closing, Conopco shall, or shall cause the relevant Asset Seller or Share Seller to, from the Closing Date to the date of the Delayed Closing, establish (if not already established) and maintain, at the expense of the relevant local DiverseyLever business, separate books of account and financial statements relating to the Delayed Assets or Delayed Shares as the case may be. Buyer shall have the right, at the relevant Delayed Buyer’s expense, to audit such accounts (upon reasonable notice and at reasonable times) and Conopco shall, and shall cause the relevant Asset Seller or Share Seller to, reasonably cooperate with Buyer and its accountants in any such audit.

(k)  Conopco shall, and shall cause its Affiliates to, use reasonable best efforts to keep confidential all information in relation to any Delayed Assets or Delayed Shares, including from other Affiliates of Conopco and, in the case of Delayed Assets, their employees, with the same degree of care as such party maintains its own confidential information, except where it is reasonably necessary for such employees to have access to such information.

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(l)  Buyer and Conopco shall keep each other reasonably informed of matters within their knowledge that are reasonably likely to affect the other in relation to any Delayed Assets or Delayed Shares.

3.5   Closing Statements.

(a)  Preparation.    The Closing Debt/Cash Balance Statements and the Closing Statements will be prepared in accordance with the provisions of this Section 3.5 and, in the case of the Closing Statements only, Exhibit P.

(b)  Debt/Cash Balance Adjustment.

(i)  CMI.    As promptly as reasonably practicable, but in no event later than 20 Business Days after the Closing Date, Buyer, at its own expense, will prepare in accordance with the CMI Accounting Principles, and deliver to Conopco a draft statement (the “CMI Closing Debt/Cash Balance Statement”) of the Debt/Cash Balance of the CMI Group as of 11:59 p.m. on the date immediately preceding the Closing Date, which shall give effect to the payment of any CMI Current Pay Costs billed to any member of the CMI Group on or prior to the Closing Date, but shall not include any Cash received by any member of the CMI Group from the actions referred to in Sections 7.7(a) and (b), expressed in dollars (the “CMI Closing Debt/Cash Balance”). The CMI Closing Debt/Cash Balance Statement shall only reflect, for any member of the CMI Group owned, directly or indirectly, less than 100% within the CMI Group, a pro rata portion (corresponding to the CMI Group’s proportionate interest in such member of the CMI Group) of the Debt/Cash Balance of such member of the CMI Group. If Conopco disagrees with Buyer’s calculation of the CMI Closing Debt/Cash Balance contained in the CMI Closing Debt/Cash Balance Statement, Conopco may, within ten Business Days after receipt of the CMI Closing Debt/Cash Balance Statement, deliver a notice to Buyer disagreeing with such calculation and setting forth Conopco’s calculation of such amount (the “CMI Debt/Cash Notice of Disagreement”). Any such CMI Debt/Cash Notice of Disagreement shall specify those items or amounts as to which Conopco disagrees (“CMI Debt/Cash Disputed Items”), and Conopco shall be deemed to have agreed with all items and amounts contained in the CMI Debt/Cash Balance Statement other than the CMI Debt/Cash Disputed Items. If Conopco does not disagree with Buyer’s calculation of the CMI Closing Debt/Cash Balance contained in the CMI Closing Debt/Cash Balance Statement within such ten-Business Day period, then Buyer shall issue the CMI Closing Debt/Cash Balance Statement in final form. In connection with Conopco’s review of the CMI Closing Debt/Cash Balance Statement, Buyer, at Buyer’s own expense, will provide Conopco with reasonable access to all necessary documentation, including statements of bank balances, supporting the calculation of the CMI Closing Debt/Cash Balance, subject to execution of customary releases among Buyer and Conopco. If an CMI Debt/Cash Notice of Disagreement shall be delivered in accordance with this Section 3.5(b)(i), the parties shall, during the ten Business Days following such delivery, use their reasonable best efforts to reach agreement on the CMI Debt/Cash Disputed Items in order to determine, as may be required, the amount of the CMI Closing Debt/Cash Balance. If, by the end of such period, the parties are unable to reach agreement, they shall promptly refer such matter to the Accountant for resolution pursuant to Section 3.5(f) hereof.

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(ii)  DiverseyLever.    As promptly as reasonably practicable, but in no event later than 20 Business Days after the Closing Date, Conopco, at its own expense, will prepare in accordance with the DiverseyLever Accounting Principles, and deliver to Buyer, a draft statement (the “DiverseyLever Closing Debt/Cash Balance Statement”) of the Debt/Cash Balance of the DiverseyLever Business (but excluding, for the avoidance of doubt, any amounts payable pursuant to foreign exchange or derivative swap Contracts in respect of specific transactions and in the Ordinary Course of Business) as of 11:59 p.m. on the date immediately preceding the Closing Date expressed in Euro (the “DiverseyLever Closing Debt/Cash Balance”). The Debt/Cash Balance of any Companies, the Shares in which are Delayed Shares that have not been transferred to Buyer at Closing and any Delayed Assets shall be included and separately identified in the DiverseyLever Closing Debt/Cash Balance. The DiverseyLever Closing Debt/Cash Balance Statement shall reflect, for each Company, 100% of the Debt/Cash Balance of such Company. If Buyer disagrees with Conopco’s calculation of the DiverseyLever Closing Debt/Cash Balance contained in the DiverseyLever Closing Debt/Cash Balance Statement, Buyer may, within ten Business Days after receipt of the DiverseyLever Closing Debt/Cash Balance Statement, deliver a notice to Conopco disagreeing with such calculation and setting forth Buyer’s calculation of such amount (the “DiverseyLever Debt/Cash Notice of Disagreement”). Any such DiverseyLever Debt/Cash Notice of Disagreement shall specify those items or amounts as to which Buyer disagrees (“DiverseyLever Debt/Cash Disputed Items”), and Buyer shall be deemed to have agreed with all items and amounts contained in the DiverseyLever Debt/Cash Balance Statement other than the DiverseyLever Debt/Cash Disputed Items. If Buyer does not disagree with Conopco’s calculation of the DiverseyLever Closing Debt/Cash Balance contained in the DiverseyLever Closing Debt/Cash Balance Statement within such ten-Business Day period, then Conopco shall issue the DiverseyLever Closing Debt/Cash Balance Statement in final form. In connection with Buyer’s review of the DiverseyLever Closing Debt/Cash Balance Statement, Conopco, at Conopco’s own expense, will provide Buyer with reasonable access to all necessary documentation, including statements of bank balances, supporting the calculation of the DiverseyLever Closing Debt/Cash Balance subject to execution of customary releases among Buyer and Conopco. If a DiverseyLever Debt/Cash Notice of Disagreement shall be delivered in accordance with this Section 3.5(b)(ii), the parties shall, during the ten Business Days following such delivery, use their reasonable best efforts to reach agreement on the DiverseyLever Debt/Cash Disputed Items in order to determine, as may be required, the amount of the DiverseyLever Closing Debt/Cash Balance. If, by the end of such period, the parties are unable to reach agreement, they shall promptly refer such matter to the Accountant for resolution pursuant to Section 3.5(f) hereof.

(c) DiverseyLever Intercompany Accounts Adjustment.    As promptly as practicable, but in no event later than 20 Business Days after the Closing Date, Conopco, at its own expense, will prepare, in accordance with the DiverseyLever Accounting Principles, and deliver to Buyer a statement (the “DiverseyLever Closing Intercompany Balances Statement”) of the Intercompany Payables and the Intercompany Receivables, in the currency in which each is owed, of each Company as of the Closing Date (each, a “Closing Intercompany Amount”). All Closing Intercompany Amounts will be settled as follows:

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(i)  With respect to each Company, Buyer shall (as agent for the relevant Company by which the amount is owed), pay an amount equal to such Company’s Intercompany Payables, together with interest on each Intercompany Payable at the rate, if any, at which interest has accrued on such Intercompany Payable prior to the Closing Date for the period from the Closing Date through the date of payment (less any applicable withholding Tax) to Conopco (as agent for the relevant member of the Unilever Group) and simultaneously Conopco (as agent for the relevant Seller) shall pay to Buyer (as agent for the relevant Designated Buyer) an amount equal to the sum of such amount and any tax withheld as an adjustment to the Purchase Price.

(ii)  With respect to each Company, Conopco shall (as agent for the relevant member of the Unilever Group by which the amount is owed) pay an amount equal to such Company’s Intercompany Receivables, together with interest on each Intercompany Receivable at the rate, if any, at which interest has accrued prior to the Closing Date for the period from the Closing Date through the date of payment (less any applicable withholding Tax) to Buyer (as agent for the relevant Company) and simultaneously Buyer (as agent for the relevant Designated Buyer) shall pay to Conopco (as agent for the relevant Seller) an amount equal to the sum of such amount and any Tax withheld as an adjustment to the Purchase Price.

All such payments shall be made within five Business Days following delivery by Conopco to Buyer of the DiverseyLever Closing Intercompany Balances Statement, and shall be paid in cash in the currency in which each amount is set forth on the DiverseyLever Closing Intercompany Balances Statement by wire transfer to such accounts as Buyer or Conopco, as the case may be, shall have specified in writing to the other at least three Business Days prior to the date such payment is due.

(d)  CMI Closing Statement.

(i)  As promptly as reasonably practicable, but no later than 65 Business Days after the Closing Date, Buyer, at its own expense, will prepare, in accordance with the provisions of Part B of Exhibit P and, subject to those provisions, the CMI Accounting Principles, consistently applied, and cause to be reviewed by Buyer’s Accountants and delivered to Conopco, a draft statement of Working Capital of the CMI Business as of 11:59 p.m. on the date immediately preceding the Closing Date (the “CMI Closing Statement”). The CMI Closing Statement shall include line items and notes substantially consistent with those of the CMI June 2001 Balance Sheet.

(ii)  The CMI Closing Statement shall be accompanied by a draft letter from Buyer’s Accountants stating that, in its opinion and based on its review, nothing has come to its attention that causes it to believe the CMI Closing Statement showing the amount of Working Capital of the CMI Business as of 11:59 p.m. on the date immediately preceding the Closing Date (the “CMI Closing Working Capital Amount”), has not been properly prepared in conformity with the terms of this Agreement.

(iii)  The CMI Closing Statement shall only reflect, for any member of the CMI Group owned, directly or indirectly, less than 100% within the CMI Group, a

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pro rata portion (corresponding to such member of the CMI Group’s proportionate interest in such member of the CMI Group) of the Working Capital amounts set forth above.

(iv)  The CMI Closing Working Capital Amount shall initially be expressed in local currencies in the same manner as the CMI Base Working Capital Amount as set forth on Schedule B. For purposes of determining the difference between the CMI Base Working Capital Amount and the Final CMI Closing Working Capital Amount, the local currencies in which both such amounts are expressed shall be converted into dollars using (A) the applicable exchange rate as published in the “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any successor column), as appearing in the Financial Times on the Closing Date, (B) if the Financial Times is not published or such column does not appear on such date, the applicable exchange rate on the immediately preceding date on which the Financial Times is so published and such column appears, or (C) if an exchange rate for the relevant currency is not so published, such rate as Buyer’s Accountants and Conopco’s Accountants shall mutually agree by reference to generally accepted, published exchange rates for the relevant currency into dollars as at, or as near as possible to, the Closing Date.

(v)  If Conopco disagrees with Buyer’s calculation of the CMI Closing Working Capital Amount contained in the CMI Closing Statement, Conopco may, within 35 Business Days after receipt of the CMI Closing Statement to Conopco, deliver a notice to Buyer disagreeing with such calculation and setting forth Conopco’s calculation of such amount (an “CMI Notice of Disagreement”). Any such CMI Notice of Disagreement shall specify those items or amounts as to which Conopco disagrees (“CMI Disputed Items”), and Conopco shall be deemed to have agreed with all items and amounts contained in the CMI Closing Statement other than CMI Disputed Items. If Conopco does not disagree with Buyer’s calculation of the CMI Closing Working Capital Amount contained in the CMI Closing Statement within such 35-Business Day period, then Buyer shall cause Buyer’s Accountants to issue the CMI Closing Statement and the letter referred to in paragraph (ii) above in final form. In connection with Conopco’s review of the CMI Closing Statement, Buyer, at Buyer’s own expense, will provide Conopco and Conopco’s Accountants with reasonable access at reasonable times to all books and records in the control of the CMI Group and to the work papers of Buyer’s Accountants, subject to execution of customary releases among the Buyer and Buyer’s Accountants, on the one hand, and Conopco and Conopco’s Accountants, on the other hand.

(vi)  If a CMI Notice of Disagreement shall be delivered in accordance with Section 3.5(d)(v), the parties shall, during the 15 Business Days following such delivery, use their respective reasonable best efforts to reach agreement on the CMI Disputed Items in order to determine, as may be required, the amount of the CMI Closing Working Capital Amount. The CMI Closing Working Capital Amount determined by the parties shall not be more than the amount thereof shown in the CMI Closing Statement nor less than the amount thereof shown in the CMI Notice of Disagreement.

(e)  DiverseyLever Closing Statement.

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(i)  As promptly as reasonably practicable, but no later than 65 Business Days after the Closing Date, Conopco, at its own expense, will prepare (and Buyer shall, and shall cause each Designated Buyer and Company (and any other member of the CMI Group to which any Assets or Shares are transferred) to, give to Conopco such access to personnel of the DiverseyLever Business and to the DiverseyLever Books and Records as is reasonably required and shall cause such personnel to render such assistance as Conopco may reasonably request in each case in connection with such preparation; provided, however, that such access shall be organized in a manner as shall not unreasonably disrupt the normal operations of the members of the CMI Group, the CMI Business and the DiverseyLever Business) in accordance with the provisions of Part A of Exhibit P and, subject to those provisions, the DiverseyLever Accounting Principles, consistently applied, and cause to be reviewed by Conopco’s Accountants and delivered to Buyer, a draft statement of Working Capital of the DiverseyLever Business as of 11:59 p.m. on the date immediately preceding the Closing Date (the “DiverseyLever Closing Statement”). The Working Capital of, or included in, the Companies whose Delayed Shares have not been transferred to Buyer or a Designated Buyer at Closing and any Delayed Assets shall be included and separately identified in the DiverseyLever Closing Working Capital Amount.

(ii)  The DiverseyLever Closing Statement shall be accompanied by a draft letter from Conopco’s Accountants stating that, in its opinion and based on its review, nothing has come to its attention that causes it to believe the DiverseyLever Closing Statement showing the amount of the Working Capital of the DiverseyLever Business as of 11:59 p.m. on the date immediately preceding the Closing Date (the “DiverseyLever Closing Working Capital Amount”), has not been properly prepared in conformity with the terms of this Agreement.

(iii)  The DiverseyLever Closing Statement shall reflect, for each member of the Unilever Group (with respect to the DiverseyLever Business) and each Company (other than Non-Controlled Joint Venture Entities), 100% of the Working Capital of such Person. 49.9% of the Working Capital of Daisan Kogyo Co., Limited shall be included in the DiverseyLever Closing Statement.

(iv)  The DiverseyLever Closing Working Capital Amount shall initially be expressed in local currencies in the same manner as the DiverseyLever Base Working Capital Amount as set forth on Schedule K. For purposes of determining the difference between the DiverseyLever Base Working Capital Amount and the Final DiverseyLever Closing Working Capital Amount, the local currencies in which both such amounts are expressed shall be converted into Euro using (A) the applicable exchange rate as published in the “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any successor column), as appearing in the Financial Times on the Closing Date, (B) if the Financial Times is not published or such column does not appear on such date, the applicable exchange rate on the immediately preceding date on which the Financial Times is so published and such column appears, or (C) if an exchange rate for the relevant currency is not so published, such rate as Buyer’s Accountants and Conopco’s Accountants shall mutually agree by reference to generally accepted, published exchange rates for the relevant currency into Euro as at, or as near as possible to, the Closing Date.

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(v)  If Buyer disagrees with Conopco’s calculation of the DiverseyLever Closing Working Capital Amount contained in the DiverseyLever Closing Statement, Buyer may, within 35 Business Days after receipt of the DiverseyLever Closing Statement, deliver a notice to Conopco disagreeing with such calculation and setting forth Buyer’s calculation of such amount (an “DiverseyLever Notice of Disagreement”). Any such DiverseyLever Notice of Disagreement shall specify those items or amounts as to which Buyer disagrees (“DiverseyLever Disputed Items”), and Buyer shall be deemed to have agreed with all items and amounts contained in the DiverseyLever Closing Statement other than DiverseyLever Disputed Items. If Buyer does not disagree with Conopco’s calculation of the DiverseyLever Closing Working Capital Amount contained in the DiverseyLever Closing Statement within such 35–Business Day period, then Conopco shall cause Conopco’s Accountants to issue the DiverseyLever Closing Statement and the letter referred to in paragraph (ii) above in final form. In connection with Buyer’s review of the DiverseyLever Closing Statement, Conopco, at Conopco’s own expense, will provide Buyer and Buyer’s Accountants with reasonable access at reasonable times to the work papers of Conopco’s Accountants, subject to execution of customary releases among the Buyer and Buyer’s Accountants, on the one hand, and Conopco and Conopco’s Accountants, on the other hand.

(vi)  If a DiverseyLever Notice of Disagreement shall be delivered in accordance with Section 3.5(e)(v), the parties shall, during the 15 Business Days following such delivery, use their respective reasonable best efforts to reach agreement on the DiverseyLever Disputed Items in order to determine the amount of the DiverseyLever Closing Working Capital Amount. The DiverseyLever Closing Working Capital Amount determined by the parties shall not be more than the amount thereof shown in the DiverseyLever Closing Statement nor less than the amount thereof shown in the DiverseyLever Notice of Disagreement.

(f)  Settlement of Disputes.    If the parties are not able to reach agreement as to (i) the CMI Closing Debt/Cash Balance during the period specified in Section 3.5(b)(i), (ii) the DiverseyLever Closing Debt/Cash Balance during the period specified in Section 3.5(b)(ii), (iii) the CMI Closing Working Capital Amount during the period specified in Section 3.5(d)(vi), (iv) the DiverseyLever Closing Working Capital Amount during the period specified in Section 3.5(e)(vi), or (v) any of them, the parties shall promptly thereafter cause the Accountant promptly to review this Agreement, the appropriate books and records under the control of members of the CMI Group or the Unilever Group and the CMI Debt/Cash Disputed Items, the DiverseyLever Debt/Cash Disputed Items, the CMI Disputed Items and/or the DiverseyLever Disputed Items, as the case may be, for the purpose of calculating the CMI Closing Debt/Cash Balance, the DiverseyLever Closing Debt/Cash Balance, the CMI Closing Working Capital Amount and/or the DiverseyLever Closing Working Capital Amount, as the case may be. In making each such determination, the Accountant shall deliver to Conopco and Buyer, as promptly as practicable, but in no event more than 20 Business Days following the retaining of the Accountant for such purpose, a report setting forth such determination. Such report and the amount of the CMI Closing Debt/Cash Balance, the DiverseyLever Closing Debt/Cash Balance, the CMI Closing Working Capital Amount or the DiverseyLever Closing Working Capital Amount, as the case may be, shown therein shall be final and binding on the parties hereto. The cost of any such review and report shall be borne as to  ¹⁰/13 by Buyer and  ³/13 by Conopco.

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3.6   Adjustments of Subscription Payment and/or Purchase Price.

(a)  If the Final DiverseyLever Closing Debt/Cash Amount exceeds the DiverseyLever Base Debt/Cash Balance, Conopco (on behalf of the applicable Sellers) shall pay to Buyer (on behalf of the applicable Designated Buyers), as an adjustment to Purchase Price pursuant to this Section 3.6, the amount of such excess. If the DiverseyLever Base Debt/Cash Balance exceeds the Final DiverseyLever Closing Debt/Cash Amount, Buyer (on behalf of the applicable Designated Buyers) shall pay to Conopco (on behalf of the applicable Sellers), as an adjustment to Purchase Price pursuant to this Section 3.6, the amount of such excess.

(b)  If the Final CMI Closing Debt/Cash Amount exceeds the CMI Base Debt/Cash Balance, Buyer (on behalf of Holdings) shall pay to Conopco (on behalf of the Share Subscriber), as an adjustment to the Subscription Payment pursuant to this Section 3.6, (i) one-third of the amount of such excess (such one-third, together with interest thereon payable under Section 3.6(g)(ii), the “CMI Debt/Cash Deficit”), times (ii) 1.5 (such product, the “Grossed-Up CMI Debt/Cash Deficit”). If the CMI Base Debt/Cash Balance exceeds the Final CMI Closing Debt/Cash Amount, Conopco (on behalf of the Share Subscriber) shall pay to Buyer (on behalf of Holdings), as an adjustment to the Subscription Payment pursuant to this Section 3.6, (i) one-third of the amount of such excess (such one-third, together with interest thereon payable under Section 3.6(g)(ii), the “CMI Debt/Cash Surplus”), times (ii) 1.5 (such product, the “Grossed-Up CMI Debt/Cash Surplus”).

(c)  If the Final DiverseyLever Closing Working Capital Amount exceeds the DiverseyLever Base Working Capital Amount by more than $1,000,000, Buyer (on behalf of the applicable Designated Buyers) shall pay to Conopco (on behalf of the applicable Sellers), as an adjustment to the Purchase Price pursuant to this Section 3.6, the amount of such excess above $1,000,000. If the DiverseyLever Base Working Capital Amount exceeds the Final DiverseyLever Closing Working Capital Amount by more than $1,000,000, Conopco (on behalf of the applicable Sellers) shall pay to Buyer (on behalf of the applicable Designated Buyers), as an adjustment to Purchase Price pursuant to this Section 3.6, the amount of such excess above $1,000,000.

(d)  If the Final CMI Closing Working Capital Amount exceeds the CMI Base Working Capital Amount by more than $1,000,000, Conopco (on behalf of the Share Subscriber) shall pay to Buyer (on behalf of Holdings), as an adjustment to the Subscription Payment pursuant to this Section 3.6, (i) one-third of the amount of such excess above $1,000,000 (such one-third, together with interest thereon payable under Section 3.6(g)(ii), the “CMI Working Capital Surplus”), times (ii) 1.5 (such product, the “Grossed-Up CMI Working Capital Surplus”). If the CMI Base Working Capital Amount exceeds the Final CMI Closing Working Capital Amount by more than $1,000,000, Buyer (on behalf of Holdings) shall pay to Conopco (on behalf of the Share Subscriber), as an adjustment to the Subscription Payment pursuant to this Section 3.6, (i) one-third of the amount of such excess above $1,000,000 (such one-third, together with interest thereon payable under Section 3.6(g)(ii), the “CMI Working Capital Deficit”), times (ii) 1.5 (such product, the “Grossed-Up CMI Working Capital Deficit”).

(e)  [Reserved.]

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(f)  Any payments payable under Section 3.6(a) or (c) shall be made in cash within five Business Days following final determination of the relevant amount pursuant to Section 3.5. Any payments payable under Section 3.6(b) or (d) shall be made in cash on the Final Exit Date. The Closing Statements shall each specify the allocation according to Section 3.7 of the adjustment to the Purchase Price payable by either Conopco or Buyer stating the respective amounts.

(g)  (i) Any payment made pursuant to this Section 3.6 shall be made in dollars by wire transfer or by delivery to the payee of the relevant amount in immediately available funds. The payee shall have designated its preferred method of payment (and wire instructions, if appropriate) for such purpose at least three Business Days prior to the date of the payment (or, if not so designated, any such payment shall be made by certified or official bank check payable in immediately available funds to the order of the payee in such amount).

(ii)  Any amount to be paid pursuant to Section 3.6(a) or 3.6(c) shall bear interest from and including the Closing Date to but excluding the date of payment at the Applicable Rate as of the Closing Date. The portion of any amount to be paid pursuant to Section 3.6(b) representing the CMI Debt/Cash Surplus or the CMI Debt/Cash Deficit (as the case may be), and the portion of any amount to be paid pursuant to Section 3.6(d) representing the CMI Working Capital Surplus or the CMI Working Capital Deficit (as the case may be) shall bear interest from and including the Closing Date to but excluding the date of payment at the Applicable Rate as of the Closing Date. Interest shall be calculated daily on the basis of a year of 360 days and the actual number of days for which interest is due.

(h)  Notwithstanding the foregoing, any adjustment to the Purchase Price pursuant to Article IX shall be determined and paid as set forth in Schedule 9.

3.7   Allocation.    (a)  The Purchase Price and the Assumed Liabilities shall be allocated among the Assets and the Shares as provided in Section 3.7(b). If the Purchase Price is adjusted pursuant to this Agreement, then Schedule 3.7 shall be revised to reflect such adjustment, which shall be made to the Assets or Shares to which the adjustment relates to arrive at a revised allocation. Any Section 3.4(e) Adjustment paid pursuant to Section 3.4(e) shall be allocated pro rata among the Assets and Shares that are ultimately transferred pursuant to this Agreement, with such allocation to be made no later than the time at which the final disposition of all Delayed Shares and Delayed Assets is known and all such amounts have been paid. To the extent permitted by Applicable Law, the allocation, as so determined, shall bind the parties for all purposes, including in respect of Tax and UK stamp duty, provided that for Tax and UK stamp duty purposes the parties may make provisional allocations of any Section 3.4(e) Adjustment based on reasonable estimates of the final allocation, and such adjustments as are necessary to conform the provisional allocations to the final allocations. None of Conopco, Buyer or their respective Affiliates shall take a position in any Tax or UK stamp duty proceeding or audit or otherwise that is inconsistent with the allocation made pursuant to this Section 3.7 except as required by Applicable Law and they shall consult with each other with respect to any Tax or UK stamp duty audit, controversy or litigation relating to the allocation. Conopco, Buyer and their respective Affiliates shall prepare and file their respective Tax Returns on a basis consistent with the foregoing allocation, and shall not take any inconsistent Tax reporting

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position except as required by Applicable Law. Each party shall provide the other with a copy of its proposed Internal Revenue Service Form 8594 relating to this transaction (and any comparable state, local, or foreign form or schedule) not later than ten days prior to filing of the Tax Return to which the form or schedule relates.

(b)  As soon as reasonably practicable following the date hereof, Conopco and Buyer shall jointly engage Conopco’s Accountants to make an independent recommendation and determination of the respective values of the Assets and Shares based on the principles set forth in Schedule 3.7 hereto. Schedule 3.7 shall also specify the Shares of the non-U.S. and non-U.K. Companies and the Assets of the non-U.S. businesses that will comprise the Note Shares and Assets. Conopco’s Accountants shall perform such determination based solely on such principles and shall not communicate or consult on an ex parte basis with either Conopco or Buyer with respect thereto. Within 60 Business Days following the date hereof, Conopco’s Accountants shall present to Conopco and Buyer simultaneously a report containing the results of its determination as to the respective amounts allocated to the Assets and Shares, together with the schedules and supporting documentation on which such determination was based. Each of Conopco and Buyer shall have ten Business Days following delivery of such report to review the determination of Conopco’s Accountants. In connection with its review of such report, Buyer may consult with Buyer’s Accountants. Following such ten-Business Day period, each of Conopco and Buyer shall deliver to the other party hereto, and to Conopco’s Accountants, a written list of its respective comments and disagreements with the determination of Conopco’s Accountants. Promptly thereafter, Conopco, Buyer and Conopco’s Accountants shall consult with one another as a group (but not separately) as to the determination made by Conopco’s Accountants, and Conopco’s Accountants shall consider equally the comments of Conopco and Buyer with respect thereto. Following such consultation, Conopco’s Accountants shall make a final determination as to the respective amounts allocated to the Assets and Shares based on the principles set forth in Section 3.7(a) and on Schedule 3.7 hereto, which determination shall be final and binding upon the parties as to the values of the Assets and Shares, absent manifest error or a violation by Conopco’s Accountants of the standards (including independence standards) and principles set forth in this Section 3.7. The cost of Conopco’s Accountants’ review and determination shall be borne as to 10/13 by Buyer and 3/13 by Conopco.

3.8   Adjustment to and Reallocation of Purchase Price for EBITDA Changes.

The Purchase Price shall be subject to adjustment and reallocation as set forth in Schedule 3.8.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF CONOPCO

Except (a) as set forth on the disclosure schedule (with specific reference to the section or subsection of this Agreement to which the information stated in such disclosure schedule relates), dated the date hereof, delivered by Conopco to Buyer prior to the execution of this Agreement (the “DiverseyLever Disclosure Schedule”) (it being agreed that disclosure of any item under a section or subsection of this Article IV or Article IX in the DiverseyLever Disclosure Schedule shall be deemed disclosure for all purposes of this Article IV or Article IX

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(other than Sections 4.4(a) through (i), and clause (b)(ii) of the first sentence of Section 4.5) if the relevance of such item to any such other section or subsection is reasonably apparent from such item (but without, for the avoidance of doubt, reading the contents of documents referred to in the DiverseyLever Disclosure Schedule unless specific contents are specifically cross-referenced in such item)) and (b) for those matters of which any Person in the Buyer Special Knowledge Group has knowledge as of the date hereof which, in the absence of such knowledge, would constitute a breach by Conopco of the representations and warranties set forth in this Article IV or Article IX, Conopco (for itself and on behalf of the Sellers) represents and warrants, as of the date of this Agreement and as of the Closing Date, to Buyer (for themselves and on behalf of the other Designated Buyers) as follows:

4.1   Organization, Good Standing, Power, etc.

(a)  Each of the Companies is a corporation or type of entity described in Section 4.1(a) of the DiverseyLever Disclosure Schedule, duly organized, validly existing and in good standing (or relevant equivalent, where applicable in non-U.S. jurisdictions) under the laws of the jurisdiction in which it is organized, except where the failure to be in good standing (or relevant equivalent) would not reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and would not reasonably be expected to, directly or indirectly, materially impede or delay the consummation of the transactions contemplated hereby. Each of the Companies has the requisite corporate or comparable power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or, where applicable in non-U.S. jurisdictions, qualified as a foreign corporation or other type of entity in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to have the requisite corporate or comparable power and authority or to be so licensed or qualified (i) would not reasonably be expected to result, in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and (ii) would not reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate), materially impede or delay the consummation of the transactions contemplated hereby. The list of all such jurisdictions to be delivered by Conopco pursuant to Section 6.21 will, when delivered, be true and complete. Copies of the Constituent Documents of each of the Companies that is not, directly or indirectly, wholly-owned by Unilever (all of which have been heretofore delivered, furnished or made available to Buyer or its representatives by Conopco) are true and complete and in full force and effect. The copies of the Constituent Documents of each of the Companies that is, directly or indirectly, wholly-owned by Unilever to be delivered by Conopco pursuant to Section 6.21 will, when delivered, be true and complete and in full force and effect. None of the Companies is in violation or breach of any of the provisions of its respective Constituent Documents in any respect that would reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate.

(b)  Each of the Sellers is a corporation or other type of entity described in Section 4.1(b) of the DiverseyLever Disclosure Schedule, duly organized, validly existing and in good standing (or relevant equivalent, where applicable in any non-U.S. jurisdictions), under the laws of the jurisdiction in which it is organized, except where the failure to be in good standing

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(or relevant equivalent) would not reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and would not reasonably be expected to, directly or indirectly, materially impede or delay the consummation of the transactions contemplated hereby. Each of the Sellers has the requisite corporate or comparable power and authority to execute and deliver this Agreement and the Ancillary Documents to the extent a party hereto or thereto and to consummate the transactions contemplated hereby and thereby. Except as set forth in Section 4.1(b) of the DiverseyLever Disclosure Schedule, the execution and delivery of this Agreement by Conopco and the consummation by Conopco of the transactions contemplated hereby has been duly authorized by all necessary corporate or comparable action, and no other or further corporate or comparable proceedings will be necessary with respect thereto. Except as set forth in Section 4.1(b) of the DiverseyLever Disclosure Schedule, the execution and delivery by the Sellers and each other member of the Unilever Group, including Unilever PLC and Unilever NV, of the Ancillary Documents to which they are a party and the consummation by the Sellers and each other member of the Unilever Group, including Unilever PLC and Unilever NV, of the transactions contemplated thereby will, as of Closing, have been duly authorized by all necessary corporate or comparable action on the part of such entities and no other or further corporate or comparable proceedings will, as of Closing, be necessary for the execution and delivery of such agreements by the Sellers and each other member of the Unilever Group, including Unilever PLC and Unilever NV, the performance by the Sellers and each other member of the Unilever Group, including Unilever PLC and Unilever NV, of their obligations thereunder or the consummation by the Sellers and each other member of the Unilever Group, including Unilever PLC and Unilever NV, of the transactions contemplated thereby. This Agreement has been duly authorized, executed and delivered by Conopco and constitutes a legal, valid and binding obligation of Conopco enforceable against Conopco in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law, or (ii) with respect to Sections 12.9, 12.10 and 12.11 which may be limited by Applicable Law outside of the United States applicable to the transfer of specific Shares or Assets. Each of the Ancillary Documents will be duly authorized, executed and delivered by the members of the Unilever Group that are party thereto on or prior to the Closing Date and will, after Closing, constitute a legal, valid and binding obligation of each such member of the Unilever Group enforceable against it in accordance with its terms, except (x) as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law or (y) with respect to the sections thereof which are equivalent to Sections 12.9, 12.10 and 12.11 hereof which may be limited by Applicable Law outside of the United States applicable to the transactions contemplated thereby.

4.2   Capitalization of the Companies.

(a)  The authorized and issued capital stock or other equity or similar interests of each of the Companies is as set forth in Section 4.2(a) of the DiverseyLever Disclosure Schedule, except to the extent that inaccuracies in the authorized and issued capital stock or other

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equity or similar interests set forth thereon have not and would not reasonably be expected to result in Costs in excess of $50,000 individually, and all shares of such capital stock or other equity or similar interests are duly authorized, validly issued, fully paid (if and as required by Applicable Law) and non-assessable (or equivalent concept, if applicable in non-U.S. jurisdictions). Except as set forth in Section 4.2(a) of the DiverseyLever Disclosure Schedule, none of the Companies owns any shares of capital stock of, or other equity interest in, any corporation, partnership, joint venture or similar entity, including Affiliates of Unilever. Except as set forth in Section 4.2(a) of the DiverseyLever Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments obligating any of the Companies to issue or sell any shares of capital stock of, or other equity interests in, any of the Companies, or any securities or obligations convertible into or exchangeable for any shares of capital stock of, or other equity interests in, any of the Companies or obligating any of the Companies to grant, extend or enter into any such right, agreement, arrangement or commitment.

(b)  Except as set forth in Section 4.2(b) of the DiverseyLever Disclosure Schedule, there are no outstanding contractual obligations of any of the Companies to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of or other ownership interests in any of the Companies, or to make any investment (in the form of shares of capital stock or other equity interest) in excess of $1,000,000, individually or, if the aggregate amount of all investments which individually exceed $50,000 exceeds $1,000,000, any such investments in excess of $50,000 individually, in any other entity.

(c)  Except as set forth in Section 4.2(c) of the DiverseyLever Disclosure Schedule, the Share Sellers are the beneficial and record holders of, and have good and valid title to, all of the Shares, and the Companies are the beneficial and record holders of, and have good and valid title to, all shares of authorized and issued capital stock of their respective Subsidiaries, in each case free and clear of any Encumbrances and any preemptive or subscription rights of any Person. Except as set forth in Section 4.2(c) of the DiverseyLever Disclosure Schedule, there are no restrictions with respect to the transferability of the Shares except under Applicable Law.

(d)  Section 4.2(d) of the DiverseyLever Disclosure Schedule sets forth a true and complete list of each Joint Venture Entity that is not a Controlled Joint Venture Entity and the interests in such Joint Venture Entity held by any member of the Unilever Group or Company.

(e)  Assuming (i) that this Agreement, each Ancillary Document and each other instrument to be delivered pursuant to Section 3.3 to which Buyer or another member of the CMI Group is a party is a valid and binding obligation of Buyer or such member of the CMI Group, enforceable against it in accordance with its terms, (ii) that Buyer and each other member of the CMI Group is duly organized and validly existing under the laws of the jurisdiction in which it is organized and has the requisite corporate or comparable power and authority to execute this Agreement, each Ancillary Document and each other instrument to be delivered pursuant to Section 3.3 to which it is a party, (iii) that all actions required to be taken prior to Closing by Buyer and each other member of the CMI Group hereunder and under the Ancillary Documents and each other instrument to be delivered pursuant to Section 3.3 to which it is a party have been duly taken prior to Closing, (iv) that all actions (including the making of any

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filings) required to be taken by Buyer and each other member of the CMI Group hereunder or under the Ancillary Documents and each other instrument to be delivered pursuant to Section 3.3 to which it is a party will be duly taken following Closing, and (v) that Buyer and each other member of the CMI Group has acted in good faith and does not have notice of any adverse claim with respect thereto, the instruments to be delivered by Conopco to Buyer pursuant to Section 3.3 will be valid and effective to transfer good and valid title to the Sold Shares to the relevant Designated Buyers free and clear of any Encumbrances.

4.3   Consents; No Conflicts.    The execution, delivery and performance by Conopco of this Agreement and by the members of the Unilever Group of the Ancillary Documents to which they are a party and the consummation by Conopco, the members of the Unilever Group and their respective Affiliates of the transactions contemplated hereby and thereby will not require any notice to, filing with, or the consent, approval or authorization of, any Person or Governmental Authority, other than (a) as contemplated by Section 6.8 hereof, (b) as required to comply with, and give notice and make filings under, Environmental Laws of the jurisdictions listed in Section 4.3 of the DiverseyLever Disclosure Schedule, or (c) where the failure to obtain such consent, approval or authorization, or to give or make any such notice or filing (i) has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the DiverseyLever Business which individually exceed $50,000 exceeds $1,000,000, $50,000 individually, and (ii) would not reasonably be expected to, individually or in the aggregate, prevent (in a way which would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the DiverseyLever Business which individually exceed $50,000 exceeds $1,000,000, $50,000 individually) or materially delay the consummation of the transactions contemplated hereby. Except as contemplated in Section 6.8 hereof or as required to comply with, and give notice and make filings under, Environmental Laws of the jurisdictions listed in Section 4.3 of the DiverseyLever Disclosure Schedule, neither the execution and delivery by Conopco of this Agreement or by the members of the Unilever Group of the Ancillary Documents (including the Transitional Services Agreement) to which they are a party nor the consummation by Conopco and such members of the Unilever Group of the transactions contemplated hereby or thereby will (A) violate or result in a breach or result in the acceleration, termination, modification or cancellation of, or require any consent under, or the creation in any third party of the right to accelerate, terminate or cancel, any material indenture, Contract (including Material Contracts), lease, sublease, loan agreement, note or other obligation or liability to which any of the Companies or the DiverseyLever Business is a party or is bound or to which any of the assets of the Companies or the Assets are subject, (B) conflict with, violate or result in a breach of any provision of the Constituent Documents of any of the Sellers or any of the Companies, (C) conflict with or violate any Applicable Laws or applicable Order, (D) constitute an event which, after notice or lapse of time or both, would result in such violation, breach, acceleration, termination, cancellation, consent, conflict or default or (E) constitute an event which, after notice or lapse of time or otherwise would create, or cause to be exercisable or enforceable, any option, agreement or right to purchase any of the Shares, the Assets or the assets of the Companies, except, in the case of clauses (A), (D) and (E) for such violation, breach, default, event, acceleration, termination, modification, conflict, cancellation or consent which has not resulted and would not reasonably be expected to result in Costs or an

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adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the DiverseyLever Business which individually exceed $50,000 exceeds $1,000,000, $50,000 individually.

4.4   Financial Statements.

(a)  DiverseyLever Statutory Financial Statements.

(i)  Conopco has delivered to Buyer or its representatives the following financial statements, all of which are attached as Exhibit Q hereto (the “DiverseyLever Statutory Financial Statements”):

(A)  the audited balance sheets of each Company listed on Section 4.4(a) of the DiverseyLever Disclosure Schedule as of December 31, 2000 and, to the extent contained therein, December 31, 1999; and

(B)  the audited statements of income, and, where required by Applicable Laws, cash flows and changes in stockholders’ equity of each Company listed on Section 4.4(a) of the DiverseyLever Disclosure Schedule for the twelve-month period ended December 31, 2000 and, to the extent contained therein, for the twelve-month period ended December 31, 1999;

(C)  where required by Applicable Laws, the notes on the foregoing; and

(D)  where required by Applicable Laws, the reports of the statutory auditors on the foregoing.

(ii)  The DiverseyLever Statutory Financial Statements (A) were prepared in accordance with accounting principles generally accepted in the jurisdiction of incorporation of the relevant Company at the time they were prepared, (B) fairly present (or local equivalent audit standard) in accordance with such local generally accepted accounting principles the financial position of the relevant Company as of the date thereof and the results of operations, and, where required by Applicable Laws, cash flows and changes in stockholders’ equity of such Company for each of the accounting periods set forth therein and (C) were prepared on a basis and in accordance with accounting policies substantially consistent with those applied in respect of the two preceding accounting periods (save for changes required by (1) Applicable Laws or (2) accounting principles generally accepted in the jurisdiction of the relevant Company).

(b) DiverseyLever Management Financial Statements.

(i)  Conopco has delivered to Buyer or its representatives the following financial statements, all of which are attached as Exhibit R hereto (the “DiverseyLever Management Financial Statements”):

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(A)  the unaudited special purpose Statement of Working Capital and restructuring creditors of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of December 31, 2000 and June 30, 2001 (the “DiverseyLever Statement of Working Capital”); and

(B)  the unaudited Statement of EBITDA of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the twelve-month period ended June 30, 2001 (the “Preliminary DiverseyLever Statement of EBITDA”).

(ii)  The DiverseyLever Statement of Working Capital (A) is accurate in all material respects, (B) was prepared from the books and records kept by the members of the Unilever Group and the Companies for the DiverseyLever Business and the Unilever Consumer Brands Business, and (C) was prepared on the basis of financial information prepared in accordance with the Management Accounting Policies save that certain provisions in relation to Inventory are shown within restructuring creditors. Notwithstanding anything in this Agreement to the contrary, the sole and exclusive remedy of Buyer for a breach of this Section 4.4(b)(ii) shall be the Purchase Price adjustment mechanism set forth in Section 3.6.

(iii)  The Preliminary DiverseyLever Statement of EBITDA (A) is accurate in all material respects, (B) was prepared from the books and records kept by the members of the Unilever Group and the Companies for the DiverseyLever Business and the Unilever Consumer Brands Business, and (C) was prepared on the basis of financial information prepared in accordance with the DiverseyLever Accounting Policies. Notwithstanding anything in this Agreement to the contrary, following the Closing and without derogation of Buyer’s rights under Section 8.3 and 10.4, the sole and exclusive remedy of Buyer for a breach of this Section 4.4(b)(iii) shall be the Purchase Price adjustment mechanism set forth in Section 3.8.

(c)  Audited DiverseyLever Financial Statements.

(i)  As soon as practicable following the date of this Agreement but in no event later than January 15, 2002, Conopco shall have delivered to Buyer the following financial statements, all of which shall be presented in Euro, except as otherwise described below (the “Audited DiverseyLever Financial Statements”):

(A)  the audited balance sheets of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of December 31, 1999 and December 31, 2000;

(B)  the audited profit and loss accounts and statements of cash flows of the DiverseyLever Business and the Unilever Consumer Brands Business combined for each of the fiscal years ended December 31, 1998, 1999 and 2000;

(C)  the footnotes to the foregoing; and

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(D)  an unqualified audit report on the foregoing by Conopco’s Accountants.

(ii)  Each of the Audited DiverseyLever Financial Statements, and any other audited financial statements of the DiverseyLever Business and the Unilever Consumer Brands Business combined for fiscal years ending after December 31, 2000 and prior to Closing that are included in the Disclosure/Offering Documents (“Future DiverseyLever Audited Financial Statements”), will (A) have been prepared from the books and records kept by the members of the Unilever Group and the Companies for the DiverseyLever Business and the Unilever Consumer Brands Business, (B) fairly present, in all material respects, the financial position of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of such dates and the results of operations and cash flows of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the periods then ended, all in accordance with United Kingdom generally accepted accounting principles (except as otherwise provided in the notes thereto), consistently applied during the periods involved, reconciled to GAAP and translated into dollars in accordance with the methodology applied under SEC conventions for convenience translations and (C) comply with the requirements of Regulation S-X of the SEC in respect of foreign acquired businesses. Notwithstanding anything in this Agreement to the contrary, but without derogation of Buyer’s rights under Sections 8.3 and 10.4, neither Conopco nor any member of the Unilever Group shall have any liability in respect of any breach of the representations and warranties set forth in this Section 4.4(c)(ii) with respect to any Future DiverseyLever Audited Financial Statements except to the extent that the Buyer Indemnified Parties incur any Costs arising out of or resulting from a third party claim in relation to the inclusion of any Future DiverseyLever Audited Financial Statements in any Disclosure/Offering Document. For the avoidance of doubt, the foregoing sentence shall not limit the liability of Conopco or any member of the Unilever Group nor the rights of the Buyer Indemnified Parties pursuant to Section 11.1(a)(i) with respect to the Audited DiverseyLever Financial Statements.

(d)  June Additional DiverseyLever Financial Statements.

(i)  As soon as practicable following the date of this Agreement but in no event later than January 15, 2002, Conopco shall have delivered to Buyer the following financial statements, all of which shall be presented in Euro, except as otherwise provided below, and (x) with respect to clauses (A) and (B) below, shall have been reviewed by Conopco’s Accountants in accordance with the standards set forth on Part 1 of Schedule 4.4(d)(i) attached hereto and (y) with respect to clause (C) below, shall have been the subject of the agreed-upon procedures by Conopco’s Accountants set forth on Part 2 of Schedule 4.4(d)(i) attached hereto (the “June Additional DiverseyLever Financial Statements”):

(A)  the unaudited balance sheet of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of June 30, 2001;

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(B)  the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the twelve-month period ended June 30, 2001 (the financial statements referred to in clauses (A) and (B) collectively, the “June Unaudited Balance Sheet and Profit and Loss Account”); and

(C)  a Statement of EBITDA of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the twelve-month period ended June 30, 2001, accompanied by an explanation and reconciliation of any changes from the profit and loss account referred to in clause (B) above (the “Reviewed DiverseyLever Statement of Management EBITDA”).

(ii)  The June Unaudited Balance Sheet and Profit and Loss Account will (A) have been prepared from the books and records kept by the members of the Unilever Group and the Companies for the DiverseyLever Business and the Unilever Consumer Brands Business, (B) fairly present, in all material respects, the financial position of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of such date and the results of operations of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the period then ended, all in accordance with United Kingdom generally accepted accounting principles applied in a manner consistent with the Audited DiverseyLever Financial Statements, reconciled to GAAP and translated into dollars in accordance with GAAP (except, in each case, as described in the notes thereto, if any, and for normally recurring, immaterial year-end audit adjustments) and (C) fairly present, in all material respects, the (1) cost of sales, (2) distribution and selling costs and (3) administrative expenses of the DiverseyLever Business and the Unilever Consumer Brands Business combined. The June Unaudited Balance Sheet and Profit and Loss Account do not treat as exceptional items or restructuring charges any material expenses that should be treated as operating expenses before exceptional items under United Kingdom generally accepted accounting principles.

(iii)  The Reviewed DiverseyLever Statement of Management EBITDA will (A) be accurate in all material respects, (B) have been prepared from the books and records kept by the members of the Unilever Group and the Companies for the DiverseyLever Business and the Unilever Consumer Brands Business combined, (C) be prepared from financial information prepared in accordance with United Kingdom generally accepted accounting principles, applied in a manner consistent with the Audited DiverseyLever Financial Statements and translated into dollars using the DiverseyLever Exchange Rate (except as described in the notes thereto, if any, and for normally recurring, immaterial year-end adjustments) and (D) accurately present, in all material respects, the earnings before interest, income taxes, depreciation and amortization of the DiverseyLever Business and the Unilever Consumer Brands Business combined. The Reviewed DiverseyLever Statement of Management EBITDA does not treat as exceptional items or restructuring charges any material expenses that should be treated as operating expenses before exceptional items under United Kingdom generally accepted accounting principles. Notwithstanding anything in this Agreement to the contrary, the

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sole and exclusive remedy of Buyer for a breach of this Section 4.4(d)(iii) shall be the Purchase Price adjustment mechanism set forth in Part A of Schedule 3.8.

(e)  September Additional DiverseyLever Financial Statements.

(i)  As soon as practicable following the date of this Agreement but in no event later than January 15, 2002, Conopco shall have delivered to Buyer the following financial statements, all of which shall be presented in Euro, except as otherwise provided below, and, except for the financial statements set forth in clause (D) below, which shall have been reviewed by Conopco’s Accountants in accordance with the standards set forth on Part 1 of Schedule 4.4(d)(i) attached hereto, shall have been reviewed by Conopco’s Accountants in accordance with Statement on Auditing Standards No. 71 (“SAS 71”) (the “September Additional DiverseyLever Financial Statements”). The September Additional DiverseyLever Financial Statements, taken together with the June Additional DiverseyLever Financial Statements, shall herein be referred to as the “Additional DiverseyLever Financial Statements” and the Additional DiverseyLever Financial Statements, taken together with the DiverseyLever Statutory Financial Statements, the DiverseyLever Management Financial Statements and the Audited DiverseyLever Financial Statements shall herein be referred to as the “DiverseyLever Financial Statements:”

(A)  the unaudited balance sheet of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of September 30, 2001;

(B) the unaudited profit and loss accounts and statements of cash flows of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the nine-month periods ended September 30, 2000 and September 30, 2001;

(C)  the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the three-month period ended September 30, 2001;

(D)  the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the twelve-month period ended September 30, 2001.

(ii)  The September Additional DiverseyLever Financial Statements, and any other unaudited financial statements of the DiverseyLever Business and the Unilever Consumer Brands Business combined for periods ending after September 30, 2001 and prior to Closing that are included in the Disclosure/Offering Documents (“Future DiverseyLever Unaudited Financial Statements”), will (A) have been prepared from the books and records kept by the members of the Unilever Group and the Companies for the DiverseyLever Business and the Unilever Consumer Brands Business, (B) fairly present, in all material respects (subject to normal, recurring year-end audit adjustments in the case of financial statements for interim periods), the financial

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position of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of such dates and the results of operations of the DiverseyLever Business and the Unilever Consumer Brands Business combined (and, to the extent included, the cash flows of the DiverseyLever Business and the Unilever Consumer Brands Business combined) for the periods then ended, all in accordance with United Kingdom generally accepted accounting principles, applied in a manner consistent with the Audited DiverseyLever Financial Statements, reconciled to GAAP and translated into dollars in accordance with the methodology applied under SEC conventions for convenience translations (except, in each case, as described in the notes thereto, if any, and for normally recurring, immaterial year-end audit adjustments) and (C) comply with the requirements of Regulation S-X of the SEC in respect of foreign acquired businesses. Notwithstanding anything in this Agreement to the contrary, but without derogation of Buyer’s rights under Sections 8.3 and 10.4, neither Conopco nor any member of the Unilever Group shall have any liability in respect of any breach of the representations and warranties set forth in this Section 4.4(e)(ii) except to the extent that the Buyer Indemnified Parties incur any Costs arising out of or resulting from a third party claim in relation to the inclusion of the September Additional DiverseyLever Financial Statements and/or any Future DiverseyLever Unaudited Financial Statements in any Disclosure/Offering Document.

(f)  The accounting records of the members of the Unilever Group (with respect to their conduct of the DiverseyLever Business and the Unilever Consumer Brands Business) and the Companies have been kept on a proper and consistent basis (no material change in the methods or bases of valuation or accounting treatment having been made during the periods involved in the DiverseyLever Financial Statements through the date hereof other than as required by Applicable Law or changes in relevant generally accepted accounting principles), are materially up-to-date and contain all material matters required by Applicable Law to be entered into them.

(g)  (i)  As soon as practicable following the date of this Agreement, but in no event later than January 15, 2002, Conopco shall have delivered to Buyer the following statements, all of which shall be presented in dollars, except as otherwise provided below, and shall have been the subject of the agreed-upon procedures by Conopco’s Accountants set forth on Part 3 of Schedule 4.4(d)(i) hereto (the “Unilever Consumer Brands Exclusion Statements”):

(A)  a statement of the adjustments necessary to reflect the exclusion of the balances included in the applicable DiverseyLever Financial Statements which relate to the Unilever Consumer Brands Business from the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the twelve-month period ended June 30, 2001;

(B)  a statement of the adjustments necessary to reflect the exclusion of the balances included in the applicable DiverseyLever Financial Statements which relate to the Unilever Consumer Brands Business from the unaudited profit and loss account of the DiverseyLever

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Business and the Unilever Consumer Brands Business combined for the three-month period ended September 30, 2001;

(C)  a statement of the adjustments necessary to reflect the exclusion of the balances included in the applicable DiverseyLever Financial Statements which relate to the Unilever Consumer Brands Business from the unaudited balance sheet of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of September 30, 2001; and

(D)  a statement of the adjustments necessary to reflect the exclusion of the balances included in the applicable DiverseyLever Financial Statements which relate to the Unilever Consumer Brands Business from the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the twelve-month period ended September 30, 2001.

(ii)  The Unilever Consumer Brands Exclusion Statements, and any other such adjustments for periods ending after September 30, 2001 and prior to the Closing Date that are included in the Disclosure/Offering Documents (“Future Unilever Consumer Brands Exclusion Statements”), will (A) have been prepared from the books and records kept by the members of the Unilever Group and the Companies for the DiverseyLever Business and the Unilever Consumer Brands Business, (B) accurately present, in all material respects, the adjustments necessary to reflect the net sales and cost of sales, and the finished goods stocks, trade debtors and finished goods creditors of the DiverseyLever Business, exclusive of the Unilever Consumer Brands Business for the respective periods indicated therein and as of the respective dates thereof in conformity with the DiverseyLever Accounting Policies, consistently applied, in accordance with GAAP and translated into dollars in accordance with the methodology applied under SEC conventions for convenience translations, (C) have been prepared on a basis consistent with the cost-allocation methodology applied under the DiverseyLever Standard Chart of Accounts, which is consistent with the DiverseyLever Accounting Policies and (D) in so far as intended to reflect adjustments required for the Unilever Consumer Brands Business, comply with the requirements of Regulation S-X of the SEC.

(h)  No products or services, including the use of material facilities or space, have been provided to the DiverseyLever Business by members of the Unilever Group for which an allocation has not been made to a reasonable extent in the DiverseyLever Financial Statements. For the avoidance of doubt, no warranty is given in this Section 4.4(h) as to the adequacy in amount of each such allocation.

(i)  There exist no liabilities of any member of the Unilever Group (with respect to the DiverseyLever Business) or of the Companies, whether accrued, absolute or contingent, which are not the subject matter of any representation or warranty with respect to Taxes, Intellectual Property, Environmental Matters or Employee Benefits, other than (i) liabilities which are adequately reflected, reserved or disclosed in the DiverseyLever Statement of Working Capital, (ii) liabilities incurred since June 30, 2001 in the Ordinary Course of

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Business and (iii) other liabilities that (A) with respect to liabilities that are covered by any other representation or warranty set forth in this Agreement, would not reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of the disclosure thresholds set forth in such representation or warranty, and (B) with respect to any liabilities that are not covered by any other representation or warranty set forth in this Agreement, would not reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or in respect of a series of related claims, actions or proceedings in a single jurisdiction.

4.5   Absence of Certain Changes or Events.    Except for (a) Contracts entered into in the Ordinary Course of Business since June 30, 2001 (including any Contract entered into for the provision of equipment on a leased or free-on-loan basis to customers), and (b) matters listed in Section 4.5 of the DiverseyLever Disclosure Schedule, since June 30, 2001, (i) the DiverseyLever Business has been operated in the Ordinary Course of Business, except for failures to operate in the Ordinary Course of Business which have not resulted, and would not be reasonably expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the DiverseyLever Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually, and (ii) there has not been any DiverseyLever Material Adverse Effect. As amplification and not limitation of the foregoing (provided, however, that any matter that is the subject matter of clauses (A) through (E) below and is not required to be disclosed because of the dollar thresholds or materiality qualifiers contained in such clauses, shall not be a breach of this Section 4.5), with respect to the DiverseyLever Business and except as disclosed in Section 4.5 of the DiverseyLever Disclosure Schedule, since June, 30 2001, no member of the Unilever Group (with respect to their conduct of the DiverseyLever Business) and none of the Companies has:

(A)  sold, transferred, leased, subleased, licensed or otherwise disposed of, to a third party, any property or asset, real, personal or mixed (including leasehold interests and intangible property), where the relevant property or asset has a value in excess of $2,000,000 individually or $5,000,000 in the aggregate, other than the sale of Inventory and obsolete or excess equipment, in each case, in the Ordinary Course of Business and other than, with respect to the $5,000,000 aggregate threshold only, the sale (or provision to customers on a leased or free-on-loan basis) of feeders and dosing equipment;

(B)  (1)  merged with, entered into a consolidation with or acquired shares of capital stock or other equity interest representing 5% or more in, any Person or (2) acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, where the entity merged or consolidated with or the assets or business acquired has a value in excess of $2,000,000 individually or $10,000,000 in the aggregate;

(C)  made any capital expenditure or commitment (which remains outstanding as of the date of this Agreement) for any capital

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expenditure, in each case, in excess of $2,000,000 individually or $10,000,000 in the aggregate, other than (1) as reflected in the 2001 capital expenditure budget for the DiverseyLever Business attached hereto as Section 4.5(c) of the DiverseyLever Disclosure Schedule, if applicable, or the comparable budget for a prior period or (2) capital expenditures or commitments relating to dosing or dispensing equipment and made in the Ordinary Course of Business;

(D)  (1)  granted or formally announced any increase in the wages, salaries, compensation, bonuses or incentives payable to any of its employees classified Unilever work level 4 through 6, or (2) established any benefit plan or increased, or formally announced any increase of, any benefits under any benefit plan, in either case, except for establishment of plans or grants or increases in wages, salaries, compensation, bonuses, incentives or benefits made in the Ordinary Course of Business or as required by Applicable Law, any benefit plan identified in Sections 9.1(a) or 9.2(a) of the DiverseyLever Disclosure Schedule or any collective bargaining or similar labor agreement; or

(E)  agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.5, except as expressly contemplated by this Agreement.

4.6   Taxes.    (a)  Except as disclosed in Section 4.6 of the DiverseyLever Disclosure Schedule, (i) each Company has timely filed all Tax Returns that it was required to file and all such returns were complete and correct, except where a failure to file such returns or submit complete and correct returns would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (ii) each Company has paid all Taxes that it was required to pay, whether or not shown as due on a Tax Return, except where a failure to pay Taxes would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (iii) no Affiliate of any Company has received written notice of any dispute, action, suit, investigation, audit or claim in respect of the liability of any Company for Taxes that would reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (iv) each Company has withheld and paid over to the appropriate Governmental Authority all Taxes that it was required to withhold and pay over, except where a failure to withhold and pay over Taxes would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (v) no Company has paid or is under any obligation to pay to an individual any amount that would not be deductible because of Section 280G of the Code (concerning excess parachute payments) or any similar provision of state, local, or non-United States Tax law, (vi) no Assets or Shares are subject to any lien for Taxes (other than Taxes not yet due and payable and other than liens for Pre-Closing Tax Period Taxes not in excess of $250,000 individually or $1,000,000 in the aggregate), (vii) no Company has filed a consent under Section 341(f) of the Code (concerning collapsible corporations) or any similar provision of state, local, or non-United States Tax law, (viii) each Company is in possession of or has access to sufficient information to enable it to compute its liability to Tax insofar as it depends on any transaction occurring on or before the Closing Date, (ix) each Company has been resident for the purposes of Tax in the country of its

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incorporation and has not been resident anywhere else at any time, and (x) each Company and any other company which has been treated as a member of the same group of companies for the purposes of VAT or any other sales or turnover Taxes has complied with all laws and regulations relating to such VAT or other sales or turnover Taxes, except where a failure to comply would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate.

(b)  There are set out in Section 4.6 of the DiverseyLever Disclosure Schedule full details of any concession given by any Governmental Authority to any Company under which the relevant Company is authorized to depart from or not to comply with any statutory or other legal requirement with respect to Taxes where, if that concession had not been given, any Taxes imposed on the relevant Company would reasonably be expected to have been greater by more than $250,000, and no Company has done anything or failed to do anything which has had or will have the effect of amending, altering or prejudicing in any way such concession where, had there not been such failure or action, any Taxes imposed on the relevant Company would reasonably be expected to have been less by more than $250,000.

4.7   Real Property.

(a)  Section 4.7(a) of the DiverseyLever Disclosure Schedule sets forth a true and complete list of all Owned Real Property that is (i) used predominantly for manufacturing and/or research and development purposes or (ii) where material to the DiverseyLever Business, used for warehousing or office purposes (the “Material Owned Real Property”). The list of all Owned Real Property other than Material Owned Real Property to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete. Except as set forth on Section 4.7(a) of the DiverseyLever Disclosure Schedule and for Permitted Encumbrances, (i) one of the Companies or the Asset Sellers, as the case may be, has good and valid fee simple (or local equivalent) title to the Owned Real Property, free and clear of all Encumbrances, and (ii) none of the Owned Real Property is subject to any lease which (A) adversely effects the use of such Owned Real Property for its present purpose or (B) is of 25% or more of the square footage of such Owned Real Property used in the DiverseyLever Business. Assuming (1) that this Agreement, each Ancillary Document and each other instrument to be delivered pursuant to Section 3.3 to which Buyer or another member of the CMI Group is a party is a valid and binding obligation of Buyer or such member of the CMI Group, enforceable against it in accordance with its terms, (2) that Buyer and each other member of the CMI Group is duly organized and validly existing under the laws of the jurisdiction in which it is organized and has the requisite corporate or comparable power and authority to execute this Agreement, each Ancillary Document and each other instrument to be delivered pursuant to Section 3.3 to which it is a party, (3) that all actions required to be taken prior to Closing by Buyer and each other member of the CMI Group hereunder and under the Ancillary Documents and each other instrument to be delivered pursuant to Section 3.3 to which it is a party have been duly taken prior to Closing, (4) that all actions (including the making of any filings) required to be taken by Buyer and each other member of the CMI Group hereunder or under the Ancillary Documents and each other instrument to be delivered pursuant to Section 3.3 to which it is a party will be duly taken following Closing, and (5) that Buyer and each other member of the CMI Group has acted in good faith and does not have notice of any adverse claim with respect thereto, the instruments to be delivered by Conopco pursuant to Section 3.3(h) will be valid and effective to

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transfer good and valid title to all of the Owned Real Property, free and clear of any Encumbrances other than Permitted Encumbrances.

(b)  Section 4.7(b) of the DiverseyLever Disclosure Schedule sets forth a true and complete list of all Leased Real Property that is (i) used predominantly for manufacturing and/or research and development purposes or (ii) where material to the DiverseyLever Business, used for warehousing or office purposes (the “Material Leased Real Property”) that is used in the DiverseyLever Business. The list of all real property covered by leases or subleases pursuant to which any Company or, with respect to the DiverseyLever Business, any member of the Unilever Group uses, occupies, leases or subleases material facilities from or with any other member of the Unilever Group to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete. The list of all Leased Real Property other than Material Leased Real Property to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete. One of the Companies or the Asset Sellers, as the case may be, has a valid leasehold interest in the Leased Real Property and each of such leases is in full force and effect and is enforceable in accordance with its terms (except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law) and there exists no breach or default thereunder on the part of any of the Companies or the Asset Sellers or, to Conopco’s knowledge, any other party thereto, which breach or default has resulted, or would reasonably be expected to result, individually or in the aggregate, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000, except for breaches of repairing covenants or reinstatement obligations which have not resulted, and would not reasonably be expected to result, in a third party claim giving rise to Costs in excess of $250,000 individually.

4.8   Good Title to and Sufficiency and Condition of Assets; Companies.

(a)  The Companies have good title to, or a valid and binding leasehold interest in, the assets of the Companies, and the Asset Sellers have good title to, or a valid and binding leasehold interest in, the Assets (other than, in each case, Real Property, Contracts and DiverseyLever Intellectual Property Assets, which are addressed in Sections 4.7, 4.9 and 4.10, respectively), in each case where such assets or Assets have a replacement cost in excess of $250,000 or are otherwise material to the conduct of the DiverseyLever Business, and in each case free and clear of all Encumbrances except (i) as set forth in Section 4.8(a) of the DiverseyLever Disclosure Schedule, (ii) for Permitted Encumbrances or (iii) for Encumbrances which have not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000. Assuming (A) that this Agreement, each Ancillary Document and each other instrument to be delivered pursuant to Section 3.3 to which Buyer or another member of the CMI Group is a party is a valid and binding obligation of Buyer or such member of the CMI Group, enforceable against it in accordance with its terms, (B) that Buyer and each other member of the CMI Group is duly organized and validly existing under the laws of the jurisdiction in which it is organized and has the requisite corporate or comparable power and authority to execute this Agreement, each Ancillary Document and each other instrument to be delivered pursuant to Section 3.3 to which it

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is a party, (C) that all actions required to be taken prior to Closing by Buyer and each other member of the CMI Group hereunder and under the Ancillary Documents and each other instrument to be delivered pursuant to Section 3.3 to which it is a party have been duly taken prior to Closing, (D) that all actions (including the making of any filings) required to be taken by Buyer and each other member of the CMI Group hereunder or under the Ancillary Documents and each other instrument to be delivered pursuant to Section 3.3 to which it is a party will be duly taken following Closing, and (E) that Buyer and each other member of the CMI Group has acted in good faith and does not have notice of any adverse claim with respect thereto, the instruments to be delivered by Conopco pursuant to Section 3.3(e) will be valid and effective to transfer good and valid title to all of the Assets and the assets of the Companies, free and clear of any Encumbrances other than Permitted Encumbrances. Except as set forth in Section 4.8(a) of the DiverseyLever Disclosure Schedule, the assets of the Companies and the Assets, together with the Shares, the Other Joint Venture Interests and Excluded Assets (other than Excluded Intellectual Property) and the rights granted to Buyer and the Designated Buyers pursuant to this Agreement and the Ancillary Documents, constitute substantially all of the assets, properties, rights and interests necessary to carry on the DiverseyLever Business as currently conducted and will be adequate and sufficient (in both amount and, with respect to physical assets, condition) to operate the DiverseyLever Business in substantially the same manner as conducted as of the date of this Agreement and as of the Closing.

(b)  The list of each Asset and asset of the Companies, in each case, having an individual, per asset net book value in excess of $1,000,000 and that are capable of possession (other than Assets which in the Ordinary Course of Business are in the possession of third parties) that will be, as of the Closing Date, located elsewhere than the Real Property to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete.

4.9   Contracts.

(a)  Section 4.9(a) of the DiverseyLever Disclosure Schedule sets forth a list of the following Contracts (each a “Material Contract”):

(i)  each Contract for the purchase of Inventory, other materials or personal property from any supplier or for the furnishing of services (including Contracts with Governmental Authorities), which, in each such case, involves annual consideration of more than $1,000,000 and has an unexpired term of 36 months or more;

(ii)  each Contract for the sale of Inventory or other personal property or for the furnishing of services by the DiverseyLever Business or any Company (including Contracts with Governmental Authorities) which involves annual consideration of more than $1,000,000 and has an unexpired term of 36 months or more;

(iii)  each Contract entered into after January 1, 1996 pursuant to which any member of the Unilever Group or any Company acquired or has agreed to acquire any Company or any portion of the DiverseyLever Business having, in each case, a value in excess of $10,000,000 from any other Person;

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(iv)  all manufacturing, distributor, franchise, dealer, agency and sales promotion Contracts to which any member of the Unilever Group or Company is a party and which represents more than 1% of the aggregate sales of the DiverseyLever Business taken as a whole for the year ended December 31, 2000;

(v)  all Contracts relating to any Indebtedness or any conditional sale or other title retention agreement, equipment obligation or lease purchase agreement of any Company or otherwise related to the DiverseyLever Business, representing an amount in excess of $500,000 individually or $5,000,000 in the aggregate, that will not be fully discharged and released as of the Closing;

(vi)  all Contracts that materially limit or purport to materially limit the ability of the Companies, the Asset Sellers (with respect to their conduct of the DiverseyLever Business) or the DiverseyLever Business to compete in any line of business or with any Person or in any geographic area or during any period of time, or otherwise materially restricts the conduct of the DiverseyLever Business as presently conducted or the use of the Assets or the assets of the Companies as presently used;

(vii)  any Contract that requires any Company or, with respect to the DiverseyLever Business, any Asset Seller to (A) conduct any portion of the DiverseyLever Business representing more than 1% of the aggregate annual revenues of the DiverseyLever Business taken as a whole or (B) conduct any portion of the DiverseyLever Business representing more than 2% of the aggregate annual revenues of the DiverseyLever Business in any Material Jurisdiction, in each case, exclusively with one or more Persons in any particular geographic area or with respect to any particular product or service;

(viii)  any Contract (other than commercial Contracts entered into in the Ordinary Course of Business) presently in effect, whether or not fully performed, between a member of the Unilever Group (with respect to its conduct of the DiverseyLever Business) or a Company and any current or former shareholder (or group of shareholders) of any member of the Unilever Group or any Company, other than holders of publicly traded securities of Unilever;

(ix)  any power of attorney given by any member of the Unilever Group or any Company to any Person, firm or corporation or otherwise relating to the DiverseyLever Business, the Assets or the assets of the Companies, other than in relation to the exercise of employer powers under an International Plan and other than any power of attorney given to an officer of any Company, an officer who will be a Transferred Employee or a patent or trademark agent, in each case, in the Ordinary Course of Business;

(x)  any partnership, joint venture or similar Contract under which an investment in shares of capital stock or other equity interests of $1,000,000 or more has been made relating to the DiverseyLever Business or to which any Company is a party;

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(xi)  any take-or-pay or requirements Contract or any other Contract requiring any Company or, with respect to the DiverseyLever Business, any Asset Seller to pay whether or not products or services are received, and, in each case, involving payments in excess of $500,000 per annum and having an unexpired term of 36 months or more;

(xii)  any lease of Material Leased Real Property and any lease or sublease of Material Owned Real Property or Material Leased Real Property, which adversely affects the use of such Material Owned Real Property or Material Leased Real Property for its present purpose or which is of 25% or more of the square footage thereof used in the DiverseyLever Business; and

(xiii)  all other Contracts, whether or not made in the Ordinary Course of Business, which are material in relation to the conduct of the DiverseyLever Business taken as a whole.

(b)  Except as set forth in Section 4.9(b) of the DiverseyLever Disclosure Schedule, all Material Contracts are in full force and effect and are valid, binding and enforceable obligations of a Company or a member of the Unilever Group, as the case may be, except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law. Except as set forth in Section 4.9(b) of the DiverseyLever Disclosure Schedule, there is no (with or without the lapse of time or the giving of notice or both) default or threatened default (i) by any member of the Unilever Group or any Company under any Material Contract or, (ii) to Conopco’s knowledge, by any other party thereto which default or defaults, in each case, have resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(c)  Complete and correct copies of all written Material Contracts have been delivered to Buyer. Section 4.9(c) of the DiverseyLever Disclosure Schedule sets forth an accurate summary of the material terms and provisions of each oral, binding Material Contract or non-written Material Contract that arises through course of dealing or by operation of law (as amended or modified).

(d)  The lists and copies to be delivered by Conopco pursuant to Section 6.21 as Schedule 4.9(a)(i), 4.9(a)(v) and 4.9(a)(xvi) of the DiverseyLever Disclosure Schedule will, when delivered and as of the Closing Date, be true and complete. The Contracts set forth on such Schedules will, from and after the date such Schedules are delivered by Conopco, be deemed “Material Contracts.”

4.10   Intellectual Property Rights.

(a)  The DiverseyLever Intellectual Property Assets and the Intellectual Property to be licensed to Commercial Markets, Inc. pursuant to this Agreement and the

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Ancillary Agreements constitute all Intellectual Property owned by a member of the Unilever Group or the Companies that is used in the DiverseyLever Business as of the date of this Agreement and as of Closing. The DiverseyLever Intellectual Property Assets, the Intellectual Property to be licensed to Commercial Markets, Inc. pursuant to this Agreement and the Ancillary Agreements and the Intellectual Property licensed to any of the Companies or member of the Unilever Group in connection with the DiverseyLever Business under the Contracts disclosed in Section 4.10(g)-1 of the DiverseyLever Disclosure Schedule constitute all of the material Intellectual Property used in the DiverseyLever Business and substantially all of the Intellectual Property necessary to carry out the DiverseyLever Business as currently conducted and will be adequate and sufficient to operate the DiverseyLever Business in substantially the same manner as conducted as of the date of this Agreement and as of Closing. The DiverseyLever Business Patents are all the Patents owned by the Unilever Group that are material to the DiverseyLever Business and used exclusively in the DiverseyLever Business in the period from July 1, 2000 through Closing. This Section 4.1(a) shall not be construed as giving any representation or warranty that the conduct of the DiverseyLever Business does not or will not infringe, violate or misappropriate the Intellectual Property of any other Person.

(b) Except as disclosed in Section 4.10(b)-1 of the DiverseyLever Disclosure Schedule, at the date of grant of any DiverseyLever Business Patent, to Conopco’s knowledge, no prior art existed that rendered invalid such DiverseyLever Business Patent. Except as disclosed in Section 4.10(b)-2 of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, all of the DiverseyLever Business Patents that are United States patents were obtained with a good faith belief of compliance with the applicable disclosure obligations of the United States Patent and Trademark Office. Except as disclosed in Section 4.10(b)-3 of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, there is no matter that, to Conopco’s knowledge, would render invalid any DiverseyLever Business Patent granted in the United States of America or Japan or by the European Patent Office (as amended in any proceeding subsequent to grant, if applicable). Except as disclosed in Section 4.10(b)-4 of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, there is no matter that, to Conopco’s knowledge, renders invalid any DiverseyLever Intellectual Property Assets (excluding the DiverseyLever Business Patents) or which renders unenforceable under anti-trust law any Trademark included within the DiverseyLever Intellectual Property Assets and which is registered in the United States of America.

(c)  Section 4.10(c) of the DiverseyLever Disclosure Schedule lists all Patents, registered Trademarks and registered Copyrights, and applications therefor included in the DiverseyLever Intellectual Property Assets. These are listed by legal owner, type, jurisdiction and registration or application number (as applicable), and are also listed by renewal date (for registered Trademarks only) and by registration or filing date (except for Trademarks).

(d)  Except as disclosed in Section 4.10(d) of the DiverseyLever Disclosure Schedule, Unilever is the sole legal owner of all Patents, Trademarks and registered Copyrights included in the DiverseyLever Intellectual Property Assets. Except as disclosed in Section 4.10(d) of the DiverseyLever Disclosure Schedule, the legal owner also is the record owner of each Patent, registered Trademark and registered Copyright (and applications therefor) included in the DiverseyLever Intellectual Property Assets such that its legal ownership has been recorded, or a recordation filing has been made, with the appropriate Governmental Authority.

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(e)  All filing, issue, registration, renewal, annuity, maintenance or other official registry fees for the registered DiverseyLever Intellectual Property Assets (i) due as of the date of this Agreement have been paid and (ii) due as of the Closing Date will have been paid as of Closing.

(f)  Except as disclosed in Section 4.10(f) of the DiverseyLever Disclosure Schedule, one or more of the Companies or Asset Sellers owns the entire right, title and interest in and to the DiverseyLever Intellectual Property Assets free and clear of any Encumbrances other than (i) Permitted Encumbrances and (ii) Encumbrances which would not reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate. Unilever and their Subsidiaries and Affiliates have rights sufficient to grant the licenses granted by them in the Technology License Agreements, the Trademark License Agreement and the Dispensed Products License Agreement.

(g)  Section 4.10(g)-1 of the DiverseyLever Disclosure Schedule lists all Contracts under which any of the Companies or any member of the Unilever Group is licensed by or licenses any Person to use, or is restricted in its right to use, Intellectual Property in connection with the DiverseyLever Business, the loss of which would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $500,000 individually or $1,000,000 in the aggregate. Except as disclosed on Section 4.10(g)-2 of the DiverseyLever Disclosure Schedule, no Company or member of the Unilever Group or, to Conopco’s knowledge, any other party thereto is in breach or has claimed a breach of any Contract listed in Section 4.10(g)-1 of the DiverseyLever Disclosure Schedule, which breach has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $500,000 individually or $1,000,000 in the aggregate.

(h)  Except as disclosed in Section 4.10(h) of the DiverseyLever Disclosure Schedule, there are no settlements, consents, concurrent-use agreements, Orders or Contracts (excluding Contracts disclosed in Section 4.10(g)-1 of the DiverseyLever Disclosure Schedule) to which any of the Companies or any member of the Unilever Group is a party or by which any of the Companies or any member of the Unilever Group is bound that restrict the use of the DiverseyLever Intellectual Property Assets in the DiverseyLever Business, where such restriction has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(i)  Section 4.10(i)-1 of the DiverseyLever Disclosure Schedule lists all notices or claims of any Person received, to Conopco’s knowledge, since January 1, 1999 by any member of the Unilever Group or any Company of any infringement, violation or misappropriation of that Person’s Intellectual Property by the conduct of the DiverseyLever Business or the use of the DiverseyLever Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the DiverseyLever Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby. Notices

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or claims that led to an agreement disclosed in Section 4.10(g)-1 or Section 4.10(h) or litigation disclosed in Section 4.10(j) are excepted from being listed in Section 4.10(i)-1 of the DiverseyLever Disclosure Schedule. Except as disclosed in Section 4.10(i)-2 of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, since January 1, 1999 there has not been, and is not currently, any infringement, violation or misappropriation of the DiverseyLever Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the DiverseyLever Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby.

(j)  Except as disclosed in Section 4.10(j)-1 of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, since January 1, 1999 the conduct of the DiverseyLever Business has not infringed, violated or misappropriated and does not now infringe, violate or misappropriate the Intellectual Property of any other Person, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the DiverseyLever Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby. Except as disclosed in Section 4.10(j)-2 of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, since January 1, 1999 no Person has challenged the validity of the DiverseyLever Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the DiverseyLever Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby. Except as disclosed in Section 4.10(j)-3 of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, since January 1, 1999 no Person has infringed, violated, or misappropriated or now infringes, violates or misappropriates the DiverseyLever Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the DiverseyLever Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby.

(k)  Except as disclosed in Section 4.10(k) of the DiverseyLever Disclosure Schedule, to Conopco’s knowledge, none of the Companies or any member of the Unilever Group is currently, nor will be as a result of the execution and delivery of this Agreement or any Ancillary Document, the consummation of the transactions contemplated hereby or thereby or the performance of the Companies, the Asset Sellers or any member of the Unilever Group as contemplated hereunder or thereunder, in breach of any provision of any agreement that relates to any of the DiverseyLever Intellectual Property Assets where such breach has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(l)  Except as disclosed in Section 4.10(l) of the DiverseyLever Disclosure Schedule, each Company and each member of the Unilever Group has used its reasonable best efforts to protect the secrecy and confidentiality of all Know-How included in the DiverseyLever

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Intellectual Property Assets or otherwise such that the public disclosure of such Know-How has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

4.11   Litigation and Claims.

(a)  Except as set forth in Section 4.11(a) of the DiverseyLever Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 4.13), there is no Legal Proceeding or investigation pending or, to Conopco’s knowledge, threatened against any member of the Unilever Group (and related to the conduct of the DiverseyLever Business) or any Company, (i) involving amounts in excess of $1,000,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $1,000,000), materially impede or delay the consummation of the transactions contemplated hereby.

(b)  Except as set forth in Section 4.11(b) of the DiverseyLever Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 4.13), (i) no member of the Unilever Group (in relation to the DiverseyLever Business) and none of the Companies is subject to any order, writ, judgment, award, injunction, or decree of, or has given any legally binding undertaking or assurance in connection with any Legal Proceeding or investigation to, any court of competent jurisdiction or Governmental Authority or any arbitrator or arbitrators (“Orders”), and (ii) there are no internal or, to Conopco’s knowledge, outside investigations of any member of the Unilever Group (with respect to their conduct of the DiverseyLever Business) or any of the Companies concerning any actual or potential violations of Applicable Law, in each case, which has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $1,000,000.

(c)  The list of Legal Proceedings, Orders and investigations commenced at any time during the two years prior to the date of this Agreement involving amounts in excess of $1,000,000 to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete.

(d)  The list of Legal Proceedings involving, in each case, amounts in excess of $1,000,000, arising under or asserted in connection with the indemnification provisions or any similar provisions in any acquisition agreement between any member of the Unilever Group and a third party with respect to any Company or the DiverseyLever Business or any portion thereof commenced in the five years prior to the date of this Agreement relating to the acquisition of any Company or portion of the DiverseyLever Business having a value at the time of acquisition in excess of $10,000,000 to be delivered by Conopco pursuant to Section 6.21 will, when delivered and as of the Closing Date, be true and complete.

4.12   Compliance with Law; Authorizations.     Except (a) as set forth in Sections 4.11 and 4.12 of the DiverseyLever Disclosure Schedule, (b) for matters relating to Taxes, which are addressed in Section 4.6, (c) for matters relating to Environmental Matters, which are addressed

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in Section 4.13 and (d) for matters relating to Competition/Investment Law, which are addressed in Section 4.14(b), the DiverseyLever Business and the business and operations of the Companies (including with respect to the Real Property) have been since January 1, 1999, and are being, conducted in compliance with all Applicable Laws in all respects other than non-compliance which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the DiverseyLever Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually. Each of the Companies and the Asset Sellers has in full force and effect all Authorizations necessary to conduct the DiverseyLever Business as currently conducted, and there are no proceedings pending or, to Conopco’s knowledge, threatened which could result in the revocation, cancellation or suspension of any such Authorizations, except for failures to have such Authorizations in full force and effect or any revocation, cancellation or suspension, which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the DiverseyLever Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually.

4.13   Environmental Matters.    Except as disclosed in Section 4.13 of the DiverseyLever Disclosure Schedule:

(a)  The Companies, the Asset Sellers and/or Conopco have obtained all Environmental Permits required for the conduct of the DiverseyLever Business as presently conducted and are in compliance with such Environmental Permits and the other requirements of Environmental Laws, except for non-compliance which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate. All of such Environmental Permits are in full force and effect, and there are no Environmental Claims pending or, to the knowledge of Conopco, threatened which could result in the revocation, cancellation or suspension of any such Environmental Permits. None of the Companies, or, to the extent related to the DiverseyLever Business, any member of the Unilever Group has received any written notice from any Governmental Authority with respect to any such Environmental Claim;

(b)  None of the Companies, or, to the extent related to the DiverseyLever Business, any member of the Unilever Group, has within the last three years received any written notice from any Governmental Authority or other third party with respect to any violation of or any liability (including any liability with respect to a Release) as of the date on which this representation is given or repeated under any Environmental Laws that, in either case, has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate, which has not been complied with or satisfied without remaining obligation, cost or liability and, to Conopco’s knowledge, there is no such violation, liability or Release that is reasonably likely to lead to the service of any such written notice;

(c)  Neither the Real Property nor any DiverseyLever Former Property contains or, to the knowledge of Conopco, has ever contained, any underground storage tanks,

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surface impoundments, pits, sumps, septic tanks or lagoons containing any Hazardous Substance, the presence of which are in violation of Environmental Laws or in relation to which Releases have occurred, which violation or Release has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate;

(d)  None of the Companies, nor, to the extent related to the DiverseyLever Business, any member of the Unilever Group, has received any written notice, claim, or request for information relating to any third-party location or waste disposal site or DiverseyLever Former Property alleging that any of them is or may be liable to any Person or Governmental Authority in connection with Environmental Matters relating to or arising from any such location or site and, to Conopco’s knowledge, there are no circumstances that are reasonably likely to lead to the service of any such written notice;

(e)  No Hazardous Substance has been Released at any of the Real Property or, during the period of any of their ownership or operation thereof, at any DiverseyLever Former Property of the Companies, or to the extent related to the DiverseyLever Business, any member of the Unilever Group in violation of Environmental Laws or in relation to which Remedial Actions are or would be required, which in either case, would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate;

(f) Neither the execution of this Agreement by Conopco nor the consummation of the transactions contemplated herein by any member of the Unilever Group will require any investigation, remediation or other action related to Hazardous Substances; and

(g)  Conopco has provided Buyer with a copy of all material environmental and health and safety assessments, audits, investigations or other reports relating to the DiverseyLever Business which are in the possession of Unilever. The list of all material environmental, health and safety assessments, audits, investigations or other reports relating to the DiverseyLever Business which are not in the possession of Unilever, but which are in the possession or control of a Company or a member of the Unilever Group and have been prepared since January 1, 1995 by, for or on behalf of any Company or any member of the Unilever Group (with respect to its conduct of the DiverseyLever Business) to be delivered by Conopco pursuant to Section 6.21 will, when delivered and at the Closing Date, be true and complete.

4.14   Regulatory Matters and Competition/Investment.    (a) Except as set forth in Section 4.12, 4.13 or 4.14 of the DiverseyLever Disclosure Schedule, there are no products included in the assets of the Companies or the Assets being manufactured or sold by the Companies or, to the extent related to the DiverseyLever Business, any member of the Unilever Group which would require any approval of the U.S. Environmental Protection Agency, any state environmental agency or any other Governmental Authority for the purpose for which they are being manufactured or sold (i) for which such approval has not been obtained, or (ii) for which such approval has been withdrawn or is no longer in full force and effect, except where the failure to have such approval has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the

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EBITDA of the DiverseyLever Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually.

(b)  Except as disclosed in Section 4.14 of the DiverseyLever Disclosure Schedule (i) to Conopco’s knowledge, none of the Companies nor, with respect to its conduct of the DiverseyLever Business, any member of the Unilever Group is or has, since January 1, 1999, been a party to any agreement, arrangement, concerted practice or course of conduct which violates any Competition/Investment Law in any jurisdiction in which the Companies or such members carry on business where such violation would reasonably be expected to cause a material loss or liability to that Company or member, (ii) to Conopco’s knowledge, no Company nor, with respect to its conduct of the DiverseyLever Business, any member of the Unilever Group is or has, since January 1, 1999, been a party to any agreement or arrangement or been involved in any business practice in respect of which an Order has been made against it or in relation to it pursuant to any Competition/Investment Law where such Order is likely to cause a material loss or liability to such Company or member, and (iii) as of the date of this Agreement, no Company nor, with respect to its conduct of the DiverseyLever Business, any member of the Unilever Group is or has, since January 1, 1999, been a party to any agreement or arrangement or been involved in any business practice in respect of which (A) any request for information, statement of objections or similar matter has been received from any Governmental Authority pursuant to any Competition/Investment Law or (B) an application for negative clearance, exemption, authorization or clearance has been made to any Governmental Authority pursuant to any Competition/Investment Law.

4.15   Labor Matters.    Except as disclosed in Section 4.15 of the DiverseyLever Disclosure Schedule, (i) none of the Companies or, to the extent related to the DiverseyLever Business, any member of the Unilever Group, is a party to any labor, works council or collective bargaining agreement, and (ii) there are no unfair labor practice proceedings in connection with any labor, works council or collective bargaining unit pending between any of the Companies or, to the extent related to the DiverseyLever Business, any member of the Unilever Group and any of their respective Employees or any labor, works council or other collective bargaining unit representing any Employee that, in the case of this subsection (ii), has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

4.16   Broker’s Fees.    Except for the retention of Morgan Stanley & Co. Incorporated, the fees and expenses of which will be paid by Unilever in accordance with Section 6.5, none of Unilever and their Affiliates have employed any broker, finder or investment banker or incurred any liability for any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

4.17   Customers and Suppliers.    Section 4.17 of the DiverseyLever Disclosure Schedule sets forth a true, correct and complete list of (a) the 25 largest international customers of the DiverseyLever Business (including the Unilever Consumer Brands Business) in terms of sales during the twelve-month period ended December 31, 2000, measured on a worldwide basis, and (b) the suppliers for the DiverseyLever Business which, during the twelve-month period ended December 31, 2000, individually accounted for $5,000,000 or more of orders for the purchase of raw materials, supplies, equipment or parts for the DiverseyLever Business. As of the date of

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this Agreement, no member of the Unilever Group or any Company has received written notice from any customer or supplier (representing purchases or sales of $5,000,000 or more) with respect to the DiverseyLever Business, that such customer or supplier was or is intending to terminate its relationship or any Material Contract with any member of the Unilever Group or any Company.

4.18   Product Warranty.    (a) No member of the Unilever Group and no Company has committed any act, and there has been no omission on the part of any member of the Unilever Group or any of the Companies which would reasonably be expected to result in, and (b) to Conopco’s knowledge, there has been no occurrence which would reasonably be expected to give rise to or form the basis of, any product liability or liability for breach of warranty (whether covered by insurance or not) of any Company for any product manufactured or sold or service provided by the DiverseyLever Business prior to Closing, in excess of the amounts specifically reserved therefor on the DiverseyLever Statement of Working Capital by an amount equal to $250,000 individually or $1,000,000 in the aggregate.

4.19   Absence of Certain Commercial Practices.

(a)  Since January 1, 1998, no member of the Unilever Group (with respect to the DiverseyLever Business) and no Company, nor any officer, director, employee or agent of any of them has violated the Foreign Corrupt Practices Act of 1977, as amended.

(b)  To Conopco’s knowledge, each officer, director or employee of any member of the Unilever Group (with respect to the DiverseyLever Business) or any Company has complied with the Code of Business Principles of the Unilever Group relating to the providing or receipt of bribes, kick-backs, political contributions and any similar items or amounts to or from any Person or Governmental Authority, except as permitted by Applicable Law and except for such non-compliance which has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(c)  Except as set forth in Section 4.19 of the DiverseyLever Disclosure Schedule, as of the date of this Agreement, none of the Companies nor any member of the Unilever Group (with respect to the DiverseyLever Business) conducts any business or is a party to any Contract with any Person located in, derives revenues or income from, has activities or operations in, or owns or maintains any assets or operations in, any country subject to foreign asset control regulations imposed by the Office of Foreign Assets Control of the United States Department of the Treasury in effect as of the date hereof (each such country, a “Boycotted Country”).

4.20   Data Protection Act.    Except as disclosed in Section 4.20 of the DiverseyLever Disclosure Schedule, each Company and each member of the Unilever Group, in relation to the DiverseyLever Business, complies with all data protection and privacy requirements applicable to it, including the Data Protection Acts 1984 and 1998 and the Telecommunication (Data Protection and Privacy) Regulations 1998, except for noncompliance which has not resulted and would not reasonably be expected to result in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

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4.21   Securities Act.    Unilever and any designated Subsidiaries thereof are acquiring the Holdings Shares and the Note solely for purposes of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Conopco acknowledges (on behalf of itself and the other members of the Unilever Group) that the Holdings Shares and the Note are not registered under the Securities Act or any applicable state securities law or other Applicable Laws, and that such Holdings Shares and Note may not be transferred or sold except pursuant to the registration provisions of such Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.

4.22   Employees and Employee Benefits Matters.    Representations and warranties with respect to employee and employee benefits matters are set forth in Article IX.

4.23   No Knowledge of Breach by Buyer.    As of the date hereof, no Person in the Unilever Special Knowledge Group has knowledge of any breach by Buyer of its representations and warranties (with respect to themselves or any other Designated Buyers) set forth in Articles V and IX of this Agreement.

4.24   No Other Representations or Warranties; Disclosure.    (a) Except for the representations and warranties of Conopco (for itself and on behalf of the Sellers) expressly set forth in this Agreement, neither Conopco nor any other Person makes any other express or implied representation or warranty on behalf of Conopco or any of the Sellers or otherwise, in each case in respect of the DiverseyLever Business.

(b)  THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF ARE IN LIEU OF ALL OTHER WARRANTIES CONOPCO MIGHT HAVE GIVEN BUYER, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR INTENDED USE. All other warranties Conopco or anyone purporting to represent Conopco, the Share Subscriber or the Sellers gave or might have given, or which might be provided or implied by Applicable Law or commercial practice with respect to the subject matter hereof ARE HEREBY EXPRESSLY EXCLUDED.

4.25   Conduct of DiverseyLever Business following Signing.    Neither Conopco nor any of the Sellers on whose behalf Conopco is acting shall be in breach of any of the representations and warranties given as of the Closing Date to the extent such breach arises as a result of conduct of the DiverseyLever Business after the date of this Agreement and prior to Closing which is permitted or required by the express terms of Section 6.1, Section 6.3, Section 7.2, Section 7.3, Section 7.4 or Section 7.5.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Except (a) as set forth on the disclosure schedule (with specific reference to the section or subsection of this Agreement to which the information stated in such disclosure schedule relates), dated the date hereof, delivered by Buyer to Conopco prior to the execution of this

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Agreement (the “CMI Disclosure Schedule”) (it being agreed that disclosure of any item under a section or subsection of this Article V or Article IX in the CMI Disclosure Schedule shall be deemed disclosure for all purposes of this Article V or Article IX (other than Sections 5.4(a) through (f), and clause (b)(ii) of the first sentence of Section 5.5) if the relevance of such item to any such other section or subsection is reasonably apparent from such item (but without, for the avoidance of doubt, reading the contents of documents referred to in the CMI Disclosure Schedule unless specific contents are specifically cross-referenced in such item)) and (b) for those matters of which any Person in the Unilever Special Knowledge Group has knowledge as of the date hereof, which, in the absence of such knowledge, would constitute a breach by Buyer of the representations and warranties set forth in this Article V or Article IX. Buyer (for themselves and on behalf of the other Designated Buyers) jointly and severally represent and warrant, as of the date of this Agreement and as of the Closing Date, to Conopco (for itself and on behalf of the Share Subscriber and the Sellers) as follows:

5.1   Organization, Good Standing, Power, etc.

(a)  Each member of the CMI Group is a corporation or type of entity described in Section 5.1(a) of the CMI Disclosure Schedule, duly organized, validly existing and in good standing (or relevant equivalent, where applicable in non-U.S. jurisdictions) under the laws of the jurisdiction in which it is organized, except where the failure to be in good standing (or relevant equivalent) would not reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and would not reasonably be expected to, directly or indirectly, materially impede or delay the consummation of the transactions contemplated hereby. Each member of the CMI Group has the requisite corporate or comparable power and authority to own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted and is duly licensed or, where applicable in non-U.S. jurisdictions, qualified as a foreign corporation or other type of entity in each domestic or foreign jurisdiction in which the nature of the business conducted by it or the character or location of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to have the requisite corporate or comparable power and authority or to be so licensed or qualified (i) would not reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate and (ii) would not reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs in excess of $50,000 individually or $1,000,000 in the aggregate), materially impede or delay the consummation of the transactions contemplated hereby. Copies of the Constituent Documents of each member of the CMI Group (all of which have been heretofore delivered, furnished or made available to Conopco or its representatives by Buyer), are true and complete and in full force and effect. No member of the CMI Group is in violation or breach of any of the provisions of its respective Constituent Documents in any respect that would reasonably be expected to result, in Costs in excess of $50,000 individually or $1,000,000 in the aggregate.

(b)  Each member of the CMI Group has the requisite corporate or comparable power and authority to execute and deliver this Agreement and the Ancillary Documents to the extent a party hereto or thereto and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby has been duly authorized by all necessary corporate or comparable action, and no other or further corporate or comparable proceedings are

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necessary for the execution and delivery of this Agreement by Buyer, the performance by Buyer of its obligations hereunder or the consummation by Buyer of the transactions contemplated hereby. The execution and delivery by each member of the CMI Group of the Ancillary Documents to which they are a party and the consummation by such members of the CMI Group of the transactions contemplated thereby will, as of Closing, have been duly authorized by all necessary corporate or comparable action on the part of such entities and no other or further corporate or comparable proceedings will, as of Closing, be necessary for the execution and delivery of such agreements by such members of the CMI Group, the performance by such members of the CMI Group of their obligations thereunder or the consummation by such members of the CMI Group of the transactions contemplated thereby. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except (i) as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law, or (ii) with respect to Sections 12.9, 12.10 and 12.11 which may be limited by Applicable Law outside of the United States applicable to the transfer of specific Shares or Assets. Each of the Ancillary Documents will be duly authorized, executed and delivered by the members of the CMI Group that are a party thereto on or prior to the Closing Date and will, after Closing, constitute a legal, valid and binding obligation of each such member of the CMI Group enforceable against it in accordance with its terms, except (x) as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law or (y) with respect to the sections thereof which are equivalent to Sections 12.9, 12.10 and 12.11 hereof which may be limited by Applicable Law outside of the United States applicable to the transactions contemplated thereby.

5.2   Capitalization.

(a)  The authorized and issued capital stock or other equity or similar interests of each member of the CMI Group is as set forth in Section 5.2(a) of the CMI Disclosure Schedule, except to the extent that inaccuracies in the authorized and issued capital stock or other equity or similar interests set forth thereon have not and would not reasonably be expected to result in Costs in excess of $50,000 individually, and all shares of such capital stock or other equity or similar interests are duly authorized, validly issued, fully paid (if and as required by Applicable Law) and non-assessable (or equivalent concept, if applicable in non-U.S. jurisdictions). Except as set forth in Section 5.2(a) of the CMI Disclosure Schedule, no member of the CMI Group owns any shares of capital stock of, or other equity interest in, any corporation, partnership, joint venture or similar entity, including Affiliates of Commercial Markets Holdco, Inc. Except as set forth in Section 5.2(a) of the CMI Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments obligating any member of the CMI Group to issue or sell any shares of capital stock of, or other equity interests in, any member of the CMI Group, or any securities or obligations convertible into or exchangeable for any shares of capital stock of, or other equity interests in, any member of the

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CMI Group or obligating any member of the CMI Group to grant, extend or enter into any such right, agreement, arrangement or commitment.

(b)  Except as set forth in Section 5.2(b) of the CMI Disclosure Schedule, there are no outstanding contractual obligations of any member of the CMI Group to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of or other ownership interests in any member of the CMI Group, or to make any investment (in the form of shares of capital stock or other equity interest) in excess of $1,000,000, individually or, if the aggregate amount of all investments which individually exceed $50,000 exceeds $1,000,000, any such investments in excess of $50,000 individually, in any other entity.

(c)  Except as set forth in Section 5.2(c) of the CMI Disclosure Schedule, Commercial Markets Holdco, Inc. is the beneficial and record holder of, and has good and valid title to, all shares of authorized and issued capital stock of Holdings, and Holdings is, directly or indirectly, the beneficial and record holder of, and has good and valid title to, all shares of authorized and issued capital stock of each other member of the CMI Group, in each case free and clear of any Encumbrances and any preemptive or subscription rights of any Person. Except as set forth in Section 5.2(c) of the CMI Disclosure Schedule, there are no restrictions with respect to the transferability of the Holdings Shares except under Applicable Law.

(d)  Section 5.2(d) of the CMI Disclosure Schedule sets forth a true and complete list of entities in which any member of the CMI Group holds less than all (not including shares or other equity interests held by nominees) of the outstanding shares of capital stock or other equity interests (other than any such entity in which Holdings otherwise controls, directly or indirectly, a majority of the voting interests) and the shares of capital stock or other equity interests in such entities held by any member of the CMI Group.

5.3   Consents; No Conflicts.    The execution, delivery and performance by Buyer of this Agreement and by the members of the CMI Group of the Ancillary Documents to which they are a party and the consummation by Buyer and the members of the CMI Group of the transactions contemplated hereby and thereby will not require any notice to, filing with, or the consent, approval or authorization of, any Person or Governmental Authority, other than (a) as contemplated by Section 6.8 hereof, (b) as required to comply with, and give notice and make filings under, Environmental Laws of the jurisdictions listed in Section 5.3 of the CMI Disclosure Schedule, or (c) where the failure to obtain such consent, approval or authorization, or to give or make any such notice or filing (i) has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the CMI Business which individually exceed $50,000 exceeds $1,000,000, $50,000 individually, and (ii) would not reasonably be expected to, individually or in the aggregate, prevent (in a way which would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or, to the extent that the aggregate of all Costs and adverse impact on the EBITDA of the CMI Business which individually exceed $50,000 exceeds $1,000,000, $50,000 individually) or materially delay the consummation of the transactions contemplated hereby. Except as contemplated in Section 6.8 hereof or as required to comply with, and give notice and make filings under, Environmental Laws of the jurisdictions listed in Section 5.3 of the CMI Disclosure Schedule, neither the

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execution and delivery by Buyer of this Agreement or by the members of the CMI Group of the Ancillary Documents (including the Transitional Services Agreement) to which they are a party nor the consummation by Buyer and such members of the CMI Group of the transactions contemplated hereby or thereby will (A) violate or result in a breach or result in the acceleration, termination, modification or cancellation of, or require any consent under, or the creation in any third party of the right to accelerate, terminate or cancel, any material indenture, Contract (including CMI Material Contracts), lease, sublease, loan agreement, note or other obligation or liability to which any of the members of the CMI Group is a party or is bound or to which any of the assets of the CMI Group are subject, (B) conflict with, violate or result in a breach of any provision of the Constituent Documents of any member of the CMI Group, (C) conflict with or violate any Applicable Laws or applicable Order, (D) constitute an event which, after notice or lapse of time or both, would result in such violation, breach, acceleration, termination, cancellation, consent, conflict or default or (E) constitute an event which, after notice or lapse of time or otherwise would create, or cause to be exercisable or enforceable, any option, agreement or right to purchase any of the assets of any member of the CMI Group or shares of capital stock or other equity interests in any member of the CMI Group, except, in the case of clauses (A), (D) and (E), for such violation, breach, default, event, acceleration, termination, modification, conflict, cancellation or consent which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the CMI Business which individually exceed $50,000 exceeds $1,000,000, $50,000 individually.

5.4   Financial Statements.    (a)  Buyer has heretofore delivered to Conopco the consolidated audited balance sheets of Commercial Markets, Inc. as of June 30, 2000 and June 29, 2001 and the audited statements of income, cash flows and stockholders’ equity of Commercial Markets, Inc. for each of the three years ended July 2, 1999, June 30, 2000 and June 29, 2001, respectively, together with the footnotes thereto and the report thereon by Buyer’s Accountants (collectively, the “Audited CMI Financial Statements”). Each of the Audited CMI Financial Statements, and any other audited financial statements of the CMI Business for the periods ending after June 29, 2001 and prior to Closing that are included in the Disclosure/Offering Documents (the “Future CMI Audited Financial Statements”) (i) was prepared from the books and records kept by the members of the CMI Group, (ii) fairly presents, in all material respects, the assets and liabilities of the CMI Business as of such dates and the results of operations, cash flows and stockholders’ equity of the CMI Business for the periods then ended in accordance with GAAP consistently applied during the periods involved, and (iii) complies with the requirements of Regulation S-X of the SEC. Notwithstanding anything in this Agreement to the contrary, but without derogation of Conopco’s rights under Sections 8.2 and 10.3, neither Buyer nor any member of the CMI Group shall have any liability in respect of any breach of the representations and warranties set forth in this Section 5.4(a) with respect to any Future CMI Audited Financial Statements except to the extent arising out of or resulting from a third party claim in relation to the inclusion of the Future CMI Audited Financial Statements in any Disclosure/Offering Document.

(b)  Buyer has heretofore delivered to Conopco a Statement of EBITDA of the CMI Business for the fiscal year ended June 29, 2001 (the “CMI Statement of EBITDA”), which CMI Statement of EBITDA (i) is accurate in all material respects, (ii) was prepared from the

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books and records kept by the members of the CMI Group, (iii) was prepared in accordance with GAAP consistently applied for the period involved (except as set forth in the notes thereto) and (iv) accurately presents the earnings before interest, income taxes, depreciation and amortization of the CMI Business. Notwithstanding anything in this Agreement to the contrary, the sole and exclusive remedy of Conopco for a breach of this Section 5.4(b) shall be the Purchase Price adjustment mechanism set forth in Part A of Schedule 3.8.

(c)  September Additional CMI Financial Statements.

(i)  As soon as practicable following the date of this Agreement but in no event later than January 15, 2002, Buyer shall have delivered to Conopco the following financial statements, each of which shall be presented in dollars and shall have been reviewed by Buyer’s Accountants in accordance with SAS 71 (the “September Additional CMI Financial Statements” and, together with the Audited CMI Financial Statements, the “CMI Financial Statements”):

(A)  the consolidated unaudited balance sheet of Commercial Markets, Inc. as of September 30, 2001; and

(B)  the consolidated unaudited statements of income and cash flows of Commercial Markets, Inc. for the three-month periods ended September 30, 2000 and September 30, 2001.

(ii)  The September Additional CMI Financial Statements, and any other unaudited financial statements of the CMI Business for periods ending after September 30, 2001 and prior to Closing that are included in the Disclosure/Offering Documents (“Future CMI Unaudited Financial Statements”) will (A) have been prepared from the books and records kept by the members of the CMI Group for the CMI Business, (B) fairly present, in all material respects, the financial position of the CMI Business as of such date and the results of operations of the CMI Business (and, to the extent included, the cash flows of the CMI Business) for the periods then ended, all in accordance with GAAP, applied in a manner consistent with the Audited CMI Financial Statements (except, in each case, as described in the notes thereto and for normally recurring, immaterial year-end audit adjustments) and (C) comply with the requirements of Regulation S-X of the SEC. Notwithstanding anything in this Agreement to the contrary, but without derogation of Conopco’s rights under Sections 8.2 and 10.3, neither Buyer nor any other member of the CMI Group shall have any liability in respect of any breach of the representations and warranties set forth in this Section 5.4(c)(ii) except to the extent arising out of or resulting from a third party claim in relation to the inclusion of the September Additional CMI Financial Statements or any Future CMI Unaudited Financial Statements in any Disclosure/Offering Document.

(d)  The accounting records of the members of the CMI Group have been kept on a proper and consistent basis (no material change in the methods or bases of valuation or accounting treatment having been made during the periods involved in the CMI Financial Statements through the date hereof other than as required by Applicable Law or changes in

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GAAP), are materially up-to-date and contain all material matters required by Applicable Law to be entered into them.

(e)  No products or services, including the use of material facilities or space, have been provided to the CMI Business by any Affiliates of the CMI Group for which an allocation has not been made to a reasonable extent in the CMI Financial Statements. For the avoidance of doubt, no warranty is given in this Section 5.4(e) as to the adequacy in amount of each such allocation.

(f)  There exist no liabilities of any member of the CMI Group, whether accrued, absolute or contingent, which are not the subject matter of any representation or warranty with respect to Taxes, Intellectual Property, Environmental Matters or Employee Benefits, other than (i) liabilities which are adequately reflected, reserved or disclosed in the Audited CMI Financial Statements, (ii) liabilities incurred since June 29, 2001 in the Ordinary Course of Business and (iii) other liabilities that (A) with respect to liabilities that are covered by any other representation or warranty set forth in this Agreement, would not reasonably be expected to result in Costs or an adverse impact on the EBITDA of the CMI Business in excess of the disclosure thresholds set forth in such representation or warranty, and (B) with respect to any liabilities that are not covered by any other representation or warranty set forth in this Agreement, would not reasonably be expected to result in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or in respect of a series of related claims, actions or proceedings in a single jurisdiction.

5.5   Absence of Certain Changes or Events.    Except for (a) Contracts entered into in the Ordinary Course of Business since June 29, 2001 (including any Contract entered into for the provision of equipment on a leased or free-on-loan basis to customers), and (b) matters listed in Section 5.5 of the CMI Disclosure Schedule, since June 29, 2001, (i) the CMI Business has been operated in the Ordinary Course of Business, except for failures to operate in the Ordinary Course of Business which have not resulted, and would not be reasonably expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the CMI Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually, and (ii) there has not been any CMI Material Adverse Effect. As amplification and not limitation of the foregoing (provided, however, that any matter that is the subject matter of clauses (A) through (E) below and is not required to be disclosed because of the dollar thresholds or materiality qualifiers contained in such clauses, shall not be a breach of this Section 5.5), with respect to the CMI Business and except as disclosed in Section 5.5 of the CMI Disclosure Schedule, since June 29, 2001, no member of the CMI Group has:

(A)  sold, transferred, leased, subleased, licensed or otherwise disposed of, to a third party, any property or asset, real, personal or mixed (including leasehold interests and intangible property), where the relevant property or asset has a value in excess of $2,000,000 individually or $5,000,000 in the aggregate, other than the sale of Inventory and obsolete or excess equipment, in each case in the Ordinary Course of Business and other than, with respect to the $5,000,000 aggregate threshold only, the

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sale (or provision to customers on a leased or free-on-loan basis) of feeders and dosing equipment;

(B)  (1)  merged with, entered into a consolidation with or acquired shares of capital stock or other equity interest representing 5% or more in, any Person or (2) acquired a substantial portion of the assets or business of any Person or any division or line of business thereof, where the entity merged or consolidated with or the assets or business acquired has a value in excess of $2,000,000 individually or $10,000,000 in the aggregate;

(C)  made any capital expenditure or commitment (which remains outstanding as of the date of this Agreement) for any capital expenditure, in each case, in excess of $2,000,000 individually or $10,000,000 in the aggregate, other than (1) as reflected in the 2001 capital expenditure budget for the CMI Business attached hereto as Section 5.5(c) of the CMI Disclosure Schedule, if applicable, or the comparable budget for a prior period or (2) capital expenditures or commitments relating to dosing or dispensing equipment and made in the Ordinary Course of Business;

(D)  (1)  granted or formally announced any increase in the wages, salaries, compensation, bonuses or incentives payable to any of its employees (A) at the level of divisional or corporate vice president or above or (B) earning a base salary in excess of $125,000, or (2) established any benefit plan or increased, or formally announced any increase of, any benefits under any benefit plan, in either case, except for establishment of plans or grants or increases in wages, salaries, compensation, bonuses, incentives or benefits made in the Ordinary Course of Business, or as required by Applicable Law, any benefit plan identified in Section 9.3(a) or 9.4(a) of the CMI Disclosure Schedule or any collective bargaining or similar labor agreement; or

(E)  agreed, whether in writing or otherwise, to take any of the actions specified in this Section 5.5, except as expressly contemplated by this Agreement.

5.6   Taxes.    (a)  Except as disclosed in Section 5.6 of the CMI Disclosure Schedule, (i) each member of the CMI Group has timely filed all Tax Returns that it was required to file and all such returns were complete and correct, except where a failure to file such returns or submit complete and correct returns would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (ii) each member of the CMI Group has paid all Taxes that it was required to pay, whether or not shown as due on a Tax Return, except where a failure to pay Taxes would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (iii) no member of the CMI Group has received written notice of any dispute, action, suit, investigation, audit or claim in respect of the liability of any member of the CMI Group for Taxes that would reasonably be

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expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (iv) each member of the CMI Group has withheld and paid over to the appropriate Governmental Authority all Taxes that it was required to withhold and pay over, except where a failure to withhold and pay over Taxes would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate, (v) no member of the CMI Group has paid or is under any obligation to pay to an individual any amount that would not be deductible because of Section 280G of the Code (concerning excess parachute payments) or any similar provision of state, local, or non-United States Tax law; (vi) no assets of the CMI Business or Holdings Shares are subject to any lien for Taxes (other than Taxes not yet due and payable and other than liens for Pre-Closing Tax Period Taxes not in excess of $250,000 individually or $1,000,000 in the aggregate), (vii) no member of the CMI Group has filed a consent under Section 341(f) of the Code (concerning collapsible corporations) or any similar provision of state, local, or non-United States Tax law, (viii) each member of the CMI Group is in possession of or has access to sufficient information to enable it to compute its liability to Tax insofar as it depends on any transaction occurring on or before the Closing Date, (ix) each member of the CMI Group has been resident for the purposes of Tax in the country of its incorporation and has not been resident anywhere else at any time, and (x) each member of the CMI Group and any other company which has been treated as a member of the same group of companies for the purposes of VAT or any other sales or turnover Taxes has complied with all laws and regulations relating to such VAT or other sales or turnover Taxes, except where a failure to comply would not reasonably be expected to result in Costs in excess of $250,000 individually or $1,000,000 in the aggregate.

(b)  There are set out in Section 5.6 of the CMI Disclosure Schedule full details of any concession given by any Governmental Authority to any member of the CMI Group under which the relevant member of the CMI Group is authorized to depart from or not to comply with any statutory or other legal requirement with respect to Taxes where, if that concession had not been given, any Taxes imposed on the relevant member of the CMI Group, would reasonably be expected to have been greater by more than $250,000, and no member of the CMI Group has done anything or failed to do anything which has had or will have the effect of amending, altering or prejudicing in any way such concession where, had there not been such failure or action, any Taxes imposed on the relevant member of the CMI Group would reasonably be expected to have been less by more than $250,000.

5.7   Real Property.    (a)  Section 5.7(a) of the CMI Disclosure Schedule sets forth a true and complete list of all real property, including any buildings, structures and improvements thereon or appurtenances thereto, owned by any member of the CMI Group (the “CMI Owned Real Property”). Except as set forth on Section 5.7(a) of the CMI Disclosure Schedule and for Permitted Encumbrances, (i) one of the members of the CMI Group has good and valid fee simple (or local equivalent) title to the CMI Owned Real Property, free and clear of all Encumbrances and (ii) none of the CMI Owned Real Property is subject to any lease which (A) adversely effects the use of such CMI Owned Real Property for its present purpose or (B) is of 25% or more of the square footage of such CMI Owned Real Property used in the CMI Business.

(b)  Section 5.7(b) of the CMI Disclosure Schedule sets forth a true and complete list of (i) all real property, including any buildings, structures, fixtures and

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improvements thereon or appurtenances thereto, leased by a member of the CMI Group (the “CMI Leased Real Property”) that is (A) used predominantly for manufacturing and/or research and development purposes or (B) where material to the CMI Business, used for warehousing or office purposes (“Material CMI Leased Real Property”) and (ii) all real property covered by leases or subleases pursuant to which any member of the CMI Group uses, occupies, leases or subleases material facilities from or with any other member of the CMI Group or any Affiliate thereof (including Commercial Markets Holdco, Inc.). One of the members of the CMI Group has a valid leasehold interest in the CMI Leased Real Property and each of such leases is in full force and effect and is enforceable in accordance with its terms (except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law) and there exists no breach or default thereunder on the part of any member of the CMI Group or, to the knowledge of Buyer, any other party thereto, which breach or default has resulted, or would reasonably be expected to result, individually or in the aggregate, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000, except for breaches of repairing covenants or reinstatement obligations which have not resulted, and would not reasonably be expected to result, in a third party claim in excess of $250,000 individually.

5.8   Good Title to and Sufficiency and Condition of Assets.    (a)  Each member of the CMI Group has good title to, or a valid and binding leasehold interest in, its assets (other than, in each case, CMI Real Property, CMI Contracts and CMI Intellectual Property Assets, which are addressed in Sections 5.7, 5.9 and 5.10, respectively), in each case, where such assets have a replacement cost in excess of $250,000 or are otherwise material to the conduct of the CMI Business, and in each case free and clear of all Encumbrances, except (i) as set forth in Section 5.8(a) of the CMI Disclosure Schedule, (ii) for Permitted Encumbrances or (iii) for Encumbrances which have not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000. Except as set forth in Section 5.8(a) of the CMI Disclosure Schedule, the assets of the CMI Group constitute substantially all of the assets, properties, rights and interests necessary to carry on the CMI Business as currently conducted and will be adequate and sufficient (in both amount and, with respect to physical assets, condition) to operate the CMI Business in substantially the same manner as conducted as of the date of this Agreement and as of the Closing.

(b)  Except as set forth in Section 5.8(b) of the CMI Disclosure Schedule, all of the assets of the CMI Group having an individual, per asset net book value in excess of $1,000,000 and that are capable of possession (other than assets which in the Ordinary Course of Business are in the possession of third parties) will be, as of the Closing Date, located at the CMI Real Property.

5.9   Contracts.    (a)  Section 5.9(a) of the CMI Disclosure Schedule sets forth a list of the following Contracts (each an “CMI Material Contract”):

(i)  each Contract entered into after January 1, 1996 pursuant to which any member of the CMI Group acquired or has agreed to acquire any member of the CMI

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Group or portion of the CMI Business having, in each case, a value in excess of $10,000,000 from any other Person;

(ii)  all manufacturing, distributor, franchise, dealer, agency and sales promotion Contracts to which any member of the CMI Group is a party and which represents more than 1% of the aggregate sales of the CMI Business taken as a whole for the year ended June 29, 2001;

(iii)  all Contracts that materially limit or purport to materially limit the ability of any member of the CMI Group or the CMI Business to compete in any line of business or with any Person or in any geographic area or during any period of time, or otherwise materially restrict the conduct of the CMI Business as presently conducted or the use of the assets of the members of the CMI Group as presently used;

(iv)  all Contracts, including Contracts for the provision of services, goods or materials, between or among any member of the CMI Group, on the one hand, and any Affiliate of Commercial Markets Holdco, Inc. other than a member of the CMI Group, on the other hand (“CMI Intercompany Agreements”), other than Contracts that do not constitute Affiliate Transactions;

(v)  any Contract that requires any member of the CMI Group to (A) conduct any portion of the CMI Business representing more than 1% of the aggregate annual revenues of the CMI Business taken as a whole or (B) conduct any portion of the CMI Business representing more than 2% of the aggregate annual revenues of the CMI Business in any Material Jurisdiction, in each case, exclusively with one or more Persons in any particular geographic area or with respect to any particular product or service;

(vi)  any Contract (other than commercial Contracts entered into in the Ordinary Course of Business) presently in effect, whether or not fully performed, between a member of the CMI Group and any current or former shareholder (or group of shareholders) of any member of the CMI Group;

(vii) any partnership, joint venture or similar Contract under which an investment in shares of capital stock or other equity interests of $1,000,000 or more has been made or to which any member of the CMI Group is a party;

(viii)  any take-or-pay or requirements Contract or any other Contract requiring any member of the CMI Group to pay whether or not products or services are received, and, in each case, involving payments in excess of $500,000 per annum and having an unexpired term of 36 months or more;

(ix)  any lease of Material CMI Leased Real Property and any lease or sublease of CMI Owned Real Property or Material CMI Leased Real Property, which adversely affects the use of such CMI Owned Real Property or Material CMI Leased Real Property for its present purpose or which is of 25% or more of the square footage thereof used in the CMI Business;

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(x)  all Contracts relating to any Indebtedness or any conditional sale or other title retention agreement, equipment obligation or lease purchase agreement of any member of the CMI Group, representing an amount in excess of $500,000 individually or $5,000,000 in the aggregate, that will not be fully discharged and released as of Closing; and

(xi)  all other Contracts, whether or not made in the Ordinary Course of Business, which are material in relation to the conduct of the CMI Business taken as a whole.

(b)  Except as set forth in Section 5.9(b) of the CMI Disclosure Schedule, all CMI Material Contracts are in full force and effect and are valid, binding and enforceable obligations of a member of the CMI Group (except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law). Except as set forth in Section 5.9(b) of the CMI Disclosure Schedule, there is no (with or without the lapse of time or the giving of notice or both) default or threatened default (i) by any member of the CMI Group under any CMI Material Contract or (ii) to Buyer’s knowledge, by any other party thereto which default or defaults, in each case, have resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(c)  Complete and correct copies of all written CMI Material Contracts have been delivered to Conopco. Section 5.9(c) of the CMI Disclosure Schedule sets forth an accurate summary of the material terms and provisions of each oral, binding CMI Material Contract or non-written CMI Material Contract that arises through course of dealing or by operation of law (as amended or modified).

5.10   Intellectual Property Rights.

(a)  The CMI Intellectual Property Assets constitute all Intellectual Property owned by a member of the CMI Group that is used in the CMI Business as of the date of this Agreement and as of Closing. The CMI Intellectual Property Assets and the Intellectual Property licensed to any member of the CMI Group under the Contracts disclosed in Section 5.10(g)-1 of the CMI Disclosure Schedule constitute all of the material Intellectual Property used in the CMI Business and substantially all of the Intellectual Property necessary to carry out the CMI Business as currently conducted and will be adequate and sufficient to operate the CMI Business in substantially the same manner as conducted as of the date of this Agreement and as of Closing. This Section 5.10(a) shall not be construed as giving any representation or warranty that the conduct of the CMI Business does not or will not infringe, violate or misappropriate the Intellectual Property of any other Person.

(b)  Except as disclosed in Section 5.10(b)-1 of the CMI Disclosure Schedule, at the date of grant of any CMI Patent, to Buyer’s knowledge, no prior art existed that rendered invalid such CMI Patent. Except as disclosed in Section 5.10(b)-2 of the CMI Disclosure

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Schedule, to Buyer’s knowledge, all of the CMI Patents that are United States patents were obtained with a good faith belief of compliance with the applicable disclosure obligations of the United States Patent and Trademark Office. Except as disclosed in Section 5.10(b)-3 of the CMI Disclosure Schedule, to Buyer’s knowledge there is no matter that, to Buyer’s knowledge, would render invalid any CMI Patent granted in the United States of America or Japan or by the European Patent Office (as amended in any proceeding subsequent to grant, if applicable). Except as disclosed in Section 5.10(b)-4 of the CMI Disclosure Schedule, to Buyer’s knowledge there is no matter that, to Buyer’s knowledge, renders invalid any CMI Intellectual Property Assets (excluding the CMI Patents) or which renders unenforceable under anti-trust law any Trademark included within the CMI Intellectual Property Assets and which is registered in the United States of America.

(c)  Section 5.10(c) of the CMI Disclosure Schedule lists all Patents, registered Trademarks and registered Copyrights, and applications therefor included in the CMI Intellectual Property Assets. These are listed by legal owner, type, jurisdiction and registration or application number (as applicable), and are also listed by renewal date (for registered Trademarks only) and by registration or filing date (except for Trademarks).

(d)  Except as disclosed in Section 5.10(d) of the CMI Disclosure Schedule, Buyer is the sole legal owner of all Patents, Trademarks and registered Copyrights included in the CMI Intellectual Property Assets. Except as disclosed in Section 5.10(d) of the CMI Disclosure Schedule, the legal owner also is the record owner of each Patent, registered Trademark and registered Copyright (and applications therefor) included in the CMI Intellectual Property Assets such that its legal ownership has been recorded, or a recordation filing has been made, with the appropriate Governmental Authority.

(e)  All filing, issue, registration, renewal, annuity, maintenance or other official registry fees for the registered CMI Intellectual Property Assets (i) due as of the date of this Agreement have been paid and (ii) due as of the Closing Date will have been paid as of Closing.

(f)  Except as disclosed in Section 5.10(f) of the CMI Disclosure Schedule, one or more members of the CMI Group owns the entire right, title and interest in and to the CMI Intellectual Property Assets free and clear of any Encumbrances other than (i) Permitted Encumbrances and (ii) Encumbrances which would not reasonably be expected to result in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(g)  Section 5.10(g)-1 of the CMI Disclosure Schedule lists all Contracts under which any member of the CMI Group is licensed by or licenses any Person to use, or is restricted in its right to use, Intellectual Property, the loss of which would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $500,000 individually or $1,000,000 in the aggregate. Except as disclosed on Section 5.10(g)-2 of the CMI Disclosure Schedule, no member of the CMI Group or, to Buyer’s knowledge, any other party thereto is in breach or has claimed a breach of any Contract listed in Section 5.10(g)-1 of the CMI Disclosure Schedule, which breach has resulted, or would reasonably be expected to

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result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $500,000 individually or $1,000,000 in the aggregate.

(h)  Except as disclosed in Section 5.10(h) of the CMI Disclosure Schedule, there are no settlements, consents, concurrent-use agreements, Orders or Contracts (excluding Contracts disclosed in Section 5.10(g)-1 of the CMI Disclosure Schedule) to which any member of the CMI Group is a party or by which any member of the CMI Group is bound that restrict the use of the CMI Intellectual Property Assets, where such restriction has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(i)  Section 5.10(i)-1 of the CMI Disclosure Schedule lists all notices or claims of any Person received, to Buyer’s knowledge, since January 1, 1999 by any member of the CMI Group of any infringement, violation or misappropriation of that Person’s Intellectual Property by the conduct of the CMI Business or the use of the CMI Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the CMI Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby. Notices or claims that led to an agreement disclosed in Section 5.10(g)-1 or Section 5.10(h) or litigation disclosed in Section 5.10(j) are excepted from being listed in Section 5.10(i)-1 of the CMI Disclosure Schedule. Except as disclosed in Section 5.10(i)-2 of the CMI Disclosure Schedule, to Buyer’s knowledge, since January 1, 1999 there has not been, and is not currently, any infringement, violation or misappropriation of the CMI Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the CMI Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby.

(j)  Except as disclosed in Section 5.10(j)-1 of the CMI Disclosure Schedule, to Buyer’s knowledge, since January 1, 1999 the conduct of the CMI Business has not infringed, violated or misappropriated and does not now infringe, violate or misappropriate the Intellectual Property of any other Person, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the CMI Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby. Except as disclosed in Section 5.10(j)-2 of the CMI Disclosure Schedule, to Buyer’s knowledge, since January 1, 1999 no Person has challenged the validity of the CMI Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the CMI Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby. Except as disclosed in Section 5.10(j)-3 of the CMI Disclosure Schedule, to Buyer’s knowledge, since January 1, 1999 no Person has infringed, violated, or misappropriated or now infringes, violates or misappropriates the CMI Intellectual Property Assets, in each case, (i) involving amounts in excess of $500,000, or

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(ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse material impact on the EBITDA of the CMI Business in excess of $500,000), materially impede or delay the consummation of the transactions contemplated thereby.

(k)  Except as disclosed in Section 5.10(k) of the CMI Disclosure Schedule, to Buyer’s knowledge, no member of the CMI Group is currently, nor will be as a result of the execution and delivery of this Agreement or any Ancillary Document, the consummation of the transactions contemplated hereby or thereby or the performance of any member of the CMI Group as contemplated hereunder or thereunder, in breach of any provision of any agreement that relates to any of the CMI Intellectual Property Assets where such breach has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(l)  Except as disclosed in Section 5.10(l) of the CMI Disclosure Schedule, each member of the CMI Group has used its reasonable best efforts to protect the secrecy and confidentiality of all Know-How included in the CMI Intellectual Property Assets or otherwise such that the public disclosure of such Know-How has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

5.11   Litigation and Claims.

(a)  Except as set forth in Section 5.11(a) of the CMI Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 5.13), there is no Legal Proceeding or investigation pending or, to the knowledge of Buyer, threatened against any member of the CMI Group (i) involving amounts in excess of $1,000,000 or (ii) that has or would reasonably be expected to, directly or indirectly, prevent (in a way which would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $1,000,000), or to materially impede or delay the consummation of the transactions contemplated hereby.

(b)  Except as set forth in Section 5.11(b) of the CMI Disclosure Schedule and except for matters relating to Environmental Matters (as to which no representation or warranty is being made except as set forth in Section 5.13), (i) no member of the CMI Group is subject to any Order, and (ii) there are no internal or, to Buyer’s knowledge, outside investigations of any member of the CMI Group concerning any actual or potential violations of Applicable Law, in each case, which has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $1,000,000.

(c)  Section 5.11(c) of the CMI Disclosure Schedule sets forth a true and complete list of Legal Proceedings, Orders and investigations commenced at any time during the two years prior to the date of this Agreement and involving amounts in excess of $1,000,000.

(d)  Section 5.11(d) of the CMI Disclosure Schedule sets forth a true and complete list of each Legal Proceeding involving amounts in excess of $1,000,000 and arising under or asserted in connection with the indemnification provisions or any similar provisions in

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any acquisition agreement between any member of the CMI Group and a third party with respect to the CMI Business or any portion thereof commenced in the five years prior to the date of this Agreement relating to the acquisition of any portion of the CMI Business having a value at the time of acquisition in excess of $10,000,000.

5.12   Compliance with Law; Authorizations.    Except (a) as set forth in Sections 5.11 and 5.12 of the CMI Disclosure Schedule, (b) for matters relating to Taxes, which are addressed in Section 5.6, (c) for matters relating to Environmental Matters, which are addressed in Section 5.13 and (d) for matters relating to Competition/Investment Law, which are addressed in Section 5.14(b), the business and operations of the CMI Group (including with respect to the CMI Real Property) have been since January 1, 1999, and are being, conducted in compliance with all Applicable Laws in all respects other than non-compliance which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the CMI Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually. Each member of the CMI Group has in full force and effect all Authorizations necessary to conduct the CMI Business as currently conducted, and there are no proceedings pending or, to the knowledge of Buyer, threatened which could result in the revocation, cancellation or suspension of any such Authorizations, except for failures to have such Authorizations in full force and effect or any revocation, cancellation or suspension, which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the CMI Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually.

5.13   Environmental Matters.    Except as disclosed in Section 5.13 of the CMI Disclosure Schedule:

(a)  Each member of the CMI Group has obtained all Environmental Permits required for the conduct of the CMI Business as presently conducted and are in compliance with such Environmental Permits and the other requirements of Environmental Laws, except for non–compliance which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate. All of such Environmental Permits are in full force and effect, and there are no Environmental Claims pending or, to the knowledge of Buyer, threatened which could result in the revocation, cancellation or suspension of any such Environmental Permits. No member of the CMI Group has received any written notice from any Governmental Authority with respect to any such Environmental Claim;

(b)  No member of the CMI Group has within the last three years received any written notice from any Governmental Authority or other third party with respect to any violation of or any liability (including any liability with respect to a Release) as of the date on which this representation is given or repeated under any Environmental Laws that, in either case, has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate, which has not been complied with or satisfied without remaining obligation, cost or liability and,

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to Buyer’s knowledge, there is no such violation, liability or Release that is reasonably likely to lead to the service of any such written notice;

(c)  Neither the CMI Real Property nor any CMI Former Property contains or, to the knowledge of Buyer, has ever contained, any underground storage tanks, surface impoundments, pits, sumps, septic tanks or lagoons containing any Hazardous Substance, the presence of which are in violation of Environmental Laws or in relation to which Releases have occurred, which violation or Release has resulted, or would be reasonably expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate;

(d)  No member of the CMI Group has received any written notice, claim or request for information relating to any third-party location or waste disposal site or any CMI Former Property alleging that any of them is or may be liable to any Person or Governmental Authority in connection with Environmental Matters relating to or arising from any such location or site and, to the Buyer’s knowledge, there are no circumstances that are reasonably likely to lead to the service of any such written notice;

(e)  No Hazardous Substance has been Released at any of the CMI Real Property or, during the period of any of their ownership or operation thereof, at any CMI Former Property in violation of Environmental Laws or in relation to which Remedial Actions are or would be required, which, in either case, would reasonably be expected to result in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate;

(f)  Neither the execution of this Agreement by the Buyer nor the consummation of the transactions contemplated herein by any member of the CMI Group will require any investigation, remediation or other action related to Hazardous Substances; and

(g)  Buyer has provided Conopco with a copy of all material environmental and health and safety assessments, audits, investigations or other reports relating to the CMI Business and prepared since January 1, 1995.

5.14   Regulatory Matters and Competition/Investment.    (a)  Except as set forth in Section 5.12, 5.13 or 5.14 of the CMI Disclosure Schedule, there are no products included in the assets of members of the CMI Group being manufactured or sold by any member of the CMI Group which would require any approval of the U.S. Environmental Protection Agency, any state environmental agency or any other Governmental Authority for the purpose for which they are being manufactured or sold (i) for which such approval has not been obtained, or (ii) for which such approval has been withdrawn or is no longer in full force and effect, except where the failure to have such approval has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or, to the extent that the aggregate of the Costs and adverse impact on the EBITDA of the CMI Business which individually exceed $10,000 exceeds $1,000,000, $10,000 individually.

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(b)    Except as disclosed in Section 5.14 of the CMI Disclosure Schedule, (i) to Buyer’s knowledge, no member of the CMI Group is or, since January 1, 1999, has been a party to any agreement, arrangement, concerted practice or course of conduct which violates any Competition/Investment Law in any jurisdiction in which any member of the CMI Group carries on business where such violation would reasonably be expected to cause a material loss of liability to such member, (ii) to Buyer’s knowledge, no member of the CMI Group is or has been a party to any agreement or arrangement or has been involved in any business practice in respect of which an Order has been made against it or in relation to it pursuant to a Competition/Investment Law where such Order is likely to cause a material loss or liability to such member and (iii) as of the date of this Agreement, no member of the CMI Group is or, since January 1, 1999, has been a party to any agreement or arrangement or been involved in any business practice in respect of which (A) any request for information, statement of objections or similar matter has been received from any Governmental Authority pursuant to any Competition/Investment Law or (B) an application for a negative clearance, exemption, authorization or clearance has been made to any Governmental Authority pursuant to any Competition/Investment Law.

5.15   Labor Matters.    Except as disclosed in Section 5.15 of the CMI Disclosure Schedule, (a) no member of the CMI Group is a party to any labor, works council or collective bargaining agreement, and (b) there are no unfair labor practice proceedings in connection with any labor, works council or collective bargaining unit pending between any member of the CMI Group and any of their respective employees or any labor, works council or other collective bargaining unit representing any employee that, in the case of this subsection (b), has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

5.16   Broker’s Fees.    Except for the retention of Goldman, Sachs & Co. and Tanner & Co., the fees and expenses of which will be paid by Buyer in accordance with Section 6.5, no member of the CMI Group has employed any broker, finder or investment banker or incurred any liability for any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

5.17   Financing.    Buyer has obtained from (a) certain financial institutions commitments pursuant to a commitment letter, of even date herewith, as it may be renewed or extended, from time to time, to provide $1.3 billion in debt financing (the “Bank Commitment”), and (b) from certain financial institutions commitments pursuant to a commitment letter, of even date herewith, as it may be renewed or extended, from time to time, to provide additional debt financing which, together with the financing contemplated with the Bank Commitment Buyer reasonably believes is sufficient for Buyer to consummate the transactions contemplated by this Agreement and the Commitments in the event the Rule 144A Offering has not been consummated at Closing (the “Bridge Commitment” and, together with the Bank Commitment, the “Commitments”). True and complete copies of the Bank Commitment and the Bridge Commitment, copies of which are attached as Schedule 5.17, have been provided to Conopco.

5.18   Product Warranty.    (a) No member of the CMI Group has committed any act, and there has been no omission on the part of any member of the CMI Group which would reasonably be expected to result in, and (b) to Buyer’s knowledge, there has been no occurrence

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which would reasonably be expected to give rise to or form the basis of, any product liability or liability for breach of warranty (whether covered by insurance or not) of any member of the CMI Group for any product manufactured or sold or service provided by the CMI Business prior to Closing, in excess of the amounts specifically reserved therefor on the CMI June 2001 Balance Sheet by an amount equal to $250,000 individually or $1,000,000 in the aggregate.

5.19   Absence of Certain Commercial Practices.    (a) Since January 1, 1998, no member of the CMI Group, nor any officer, director, employee or agent of any of them has violated the Foreign Corrupt Practices Act of 1977, as amended.

(b)  To Buyer’s knowledge, each officer, director or employee of any member of the CMI Group has complied with all written policies of the CMI Group or the CMI Business relating to the providing or receipt of bribes, kick-backs, political contributions and any similar items or amounts to or from any Person or Governmental Authority, except as permitted by Applicable Law and except for such non-compliance which has resulted, or would reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(c)  As of the date of this Agreement, no member of the CMI Group (with respect to the CMI Business) conducts any business or is a party to any Contract with any Person located in, derives revenues or income from, has activities or operations in, or owns or maintains any assets or operations in, any Boycotted Country.

5.20   Data Protection Act.    Except as disclosed in Section 5.20 of the CMI Disclosure Schedule, each member of the CMI Group, in relation to the CMI Business, complies with all data protection and privacy requirements applicable to it, including Data Protection Acts 1984 and 1998 and the Telecommunication (Data Protection and Privacy) Regulations 1998, except for noncompliance which has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

5.21   Securities Act.    Buyer and any Designated Buyers are acquiring the Shares solely for purposes of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act. Buyer acknowledges (on behalf of itself and the other members of the CMI Group) that the Shares are not registered under the Securities Act or any applicable state securities law or other Applicable Laws, and that such Shares may not be transferred or sold except pursuant to the registration provisions of such Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable.

5.22   Employees and Employee Benefits Matters.    Representations and warranties with respect to employee and employee benefits matters are set forth in Article IX.

5.23   No Knowledge of Breach by Conopco.    As of the date hereof, no Person in the CMI Special Knowledge Group has knowledge of any breach by Conopco of its representations and warranties (with respect to itself or any Seller) set forth in Articles IV and IX of this Agreement.

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5.24   No Other Representations or Warranties.    (a)  Except for the representations and warranties of Buyer (for themselves and on behalf of the other Designated Buyers) expressly set forth in this Agreement, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of Buyer or any Designated Buyer or otherwise, in each case in respect to the CMI Business.

(b)  THE REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF ARE IN LIEU OF ALL OTHER WARRANTIES BUYER MIGHT HAVE GIVEN CONOPCO, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND IMPLIED WARRANTIES OF FITNESS FOR INTENDED USE. All other warranties Buyer or anyone purporting to represent Buyer or any of the other Designated Buyers gave or might have given, or which might be provided or implied by Applicable Law or commercial practice with respect to the subject matter hereof ARE HEREBY EXPRESSLY EXCLUDED.

5.25   Conduct of CMI Business following Signing.    Neither Buyer nor the Designated Buyers on whose behalf Buyer is acting shall be in breach of any of the representations and warranties given as of the Closing Date to the extent such breach arises as a result of conduct of the CMI Business after the date of this Agreement and prior to Closing which is permitted or required by the express terms of Section 6.2, Section 6.3, Section 7.6 or Section 7.7.

5.26   Customers and Suppliers.    As of the date of this Agreement, no member of the CMI Group has received written notice from any customer or supplier that such customer or supplier was or is intending to terminate its relationship or any Material Contract with any member of the CMI Group.

ARTICLE VI

COVENANTS

6.1   Conduct of DiverseyLever Business Pending the Closing.    Except as disclosed in Section 6.1 of the DiverseyLever Disclosure Schedule or as permitted pursuant to Sections 6.3, 7.2, 7.3, 7.4 or 7.5, Conopco agrees that, prior to the Closing and, to the extent there are Delayed Assets or Delayed Shares, prior to the Delayed Closing therefor, unless Buyer shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or as otherwise contemplated by this Agreement, the following provisions shall apply, except with respect to Non-Controlled Joint Venture Entities and, save to the extent affecting the DiverseyLever Business, the Excluded Assets and the Excluded Liabilities:

(a)  The DiverseyLever Business shall be conducted only in the Ordinary Course of Business. Without limiting the generality of the foregoing, Conopco will, and will cause each other member of the Unilever Group (with respect to the DiverseyLever Business) and each Company to:

(i)  continue its marketing and promotional activities, and purchasing policies, in the Ordinary Course of Business;

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(ii)  not shorten or lengthen the customary payment cycles for any of its payables or receivables except in the Ordinary Course of Business, or accelerate the placement of orders by, or sales from, customers including by way of product discounts or special credit terms, in each case, other than on a basis consistent with normal, historical patterns;

(iii)  use reasonable best efforts to (A) preserve intact its business organization and the business organization and goodwill of the DiverseyLever Business taken as a whole, (B) keep available to the DiverseyLever Business the services of the officers and employees of the DiverseyLever Business, (C) maintain its relationships with those Persons having material business relationships with the DiverseyLever Business, and (D) continue in full force and effect without material modification all policies of insurance providing coverage for the DiverseyLever Business; and

(iv)  promptly after the discovery by any member of the Unilever Knowledge Group thereof, notify Buyer of the existence of any material breach of any representation or warranty contained in this Agreement or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct in any material respect.

(b)  Except as described in Section 6.1 of the DiverseyLever Disclosure Schedule, Conopco covenants and agrees that, prior to the Closing, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), and to the extent not otherwise contemplated by this Section 6.1 or required or permitted by this Agreement, it will not permit any of the Companies, nor, to the extent it relates to the DiverseyLever Business, any member of the Unilever Group, to:

(i)  acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make any investment in shares of capital stock of or other equity interest in any entity, the consideration for which is in excess of $5,000,000 individually or $10,000,000 in the aggregate;

(ii)  make any capital expenditures or otherwise acquire any assets for an aggregate value in excess of $1,000,000 individually or $10,000,000 in the aggregate other than as reflected in the 2001 capital expenditure budget of the DiverseyLever Business attached to Section 4.5(c) of the DiverseyLever Disclosure Schedule and other than purchases (including the acquisition of feeders) in the Ordinary Course of Business (for the avoidance of doubt, expenditures for 2002 shall also be permitted as if the 2002 capital expenditure budget were the same as the 2001 capital expenditure budget, but on a category by category basis rather than on a specific item by item basis);

(iii)  transfer, license, mortgage, encumber, sell, lease or otherwise dispose of any assets, other than Excluded Assets, with a value in excess of $500,000 individually or $5,000,000 in the aggregate, other than dispositions or sales of Inventory or obsolete or excess equipment or dispositions of equipment on a leased or free-on-loan basis to customers, in each case, in the Ordinary Course of Business;

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(iv)  except for changes reasonably necessary to account for the transactions contemplated by this Agreement or as contemplated by Section 6.9, change any method of accounting for or reporting income, deductions or other material items for income Tax purposes, make or change any material election with respect to Taxes, agree to or settle any material claim or assessment in respect of Taxes, or agree to an extension or waiver of the limitation period to any material claim or assessment in respect of Taxes, other than as required by Applicable Law, if any such action would have the effect of increasing a Company’s liability for Taxes after the Closing Date or having an adverse effect on Buyer’s Tax position with respect to the DiverseyLever Business, the Assets or the Shares;

(v)  make or forgive any loans, advances or capital contributions to, or investments in, any other person in an amount in excess of $2,500,000 individually or $5,000,000 in the aggregate (other than (A) advances in respect of expenses and loans and advances in respect of relocation arrangements, in each case made to officers or employees in the Ordinary Course of Business, (B) transactions between the Companies and their Subsidiaries, (C) dividends and distributions permitted under this Agreement and (D) intercompany transactions in the Ordinary Course of Business);

(vi)  enter into any Material Contract of the type described in clauses (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (xii) of Section 4.9(a) other than Intercompany Agreements in the Ordinary Course of Business;

(vii)  modify, amend, terminate or waive any rights under any Material Contract (A) in respect of Material Contracts of the type described in clauses (iv), (v), (vi), (vii), (viii), (ix), (x), (xi) and (xii) of Section 4.9(a), in any material respect, or (B) so as to include any “change of control,” “anti-assignment” or similar provision which would be triggered upon the transactions contemplated by this Agreement;

(viii)  change accounting policies, procedures or practices, except as required by GAAP, United Kingdom generally accepted accounting principles or other generally accepted accounting principles required to be followed in any other jurisdiction or Applicable Law;

(ix)  incur any Indebtedness or assume or guarantee the obligations of any other Person for Indebtedness, in each case, except (A) in the Ordinary Course of Business, (B) the incurrence of intercompany Indebtedness, including loans, advances and guarantees, in the Ordinary Course of Business or (C) advances to Employees for expenses in the Ordinary Course of Business;

(x)  settle or compromise any pending or threatened suit, action or claim not covered by insurance (A) in an amount in excess of $250,000 individually or in respect of a series of related claims, actions or proceedings in a single jurisdiction or (B) that restricts the conduct of the DiverseyLever Business (other than a restriction that is immaterial to the DiverseyLever Business);

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(xi)  other than as required by Applicable Law or in respect of a Modified Benefit under Section 9.20, (A) adopt or amend any U.S. Employee Plan, U.S. Benefit Arrangement or International Plan to the extent such adoption or amendment materially affects the benefits of the covered Employees, or (B) increase or pay any benefit in respect of the Employees (x) not required by or resulting from an established practice under any existing U.S. Employee Plan, U.S. Benefit Arrangement or International Plan, or (y) in the case of U.S. Employee Plans, U.S. Benefit Arrangements and International Plans that are not stand-alone plans for the DiverseyLever Business, in a manner which is inconsistent with past practice and current guidelines applicable to Unilever’s benefit plans; provided, however, that, except as provided in Article IX, the Costs of such increases and payments described in clause (y), other than Costs relating to Parent Group Plans, shall be for Unilever’s account;

(xii)  grant any bonuses, commissions, awards, severance or termination pay or similar forms of remuneration to any Employee other than (A) in the Ordinary Course of Business, (B) as may be required under an existing Contract set forth in Section 6.1(b)(xii) of the DiverseyLever Disclosure Schedule or (C) those for which members of the Unilever Group shall be solely obligated;

(xiii)  effect any general increase in the rates of salaries or compensation or any specific increase to any Employee except, in each case, such as are (A) in accordance with regularly scheduled periodic salary increases or benefit plans, which benefit plans are disclosed on Section 6.1(b)(xiii) of the DiverseyLever Disclosure Schedule, (B) required under Applicable Law or collective bargaining or labor agreements or (C) in the Ordinary Course of Business;

(xiv)  enter into or amend in any material respect any management, employment, consulting, salary continuation, retention or severance agreement with, or hire, any Employee classified Unilever work level 4 through 6;

(xv)  waive, release, grant or transfer any rights with respect to, or abandon or allow to lapse, any Intellectual Property material to the DiverseyLever Business;

(xvi)  pledge, dispose of or encumber any of the Assets (other than Excluded Assets) or assets of the Companies other than in the Ordinary Course of Business or Permitted Encumbrances;

(xvii)  other than in respect of specific transactions in the Ordinary Course of Business, enter into any foreign exchange or derivative swap Contract with a term extending beyond the Closing Date;

(xviii)  (A)  increase the amount of existing restructuring provisions or establish any new restructuring provisions, or (B) utilize existing restructuring provisions, in each case, other than in the Ordinary Course of Business or, in the case of clause (B), in accordance with the “Path to Growth” restructuring plans referred to in Section 6.1 of the DiverseyLever Disclosure Schedule; or

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(xix)  authorize any of the foregoing or enter into any Contract to give effect to any of the foregoing.

(c)  Conopco shall cause the Companies not to do any of the following, except as required or permitted by this Agreement:

(i)  authorize for issuance, issue, sell, pledge, deliver, or agree or commit to issue, sell, pledge or deliver (whether through the issuance or grant of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock of the Companies or securities or rights convertible into or exchangeable for, any such capital stock or securities;

(ii)  amend the Constituent Documents of the Companies;

(iii)  split, combine or reclassify any shares of the capital stock of the Companies, or otherwise change the capitalization of the Companies as it exists on the date hereof, or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of their capital stock or any other equity interest;

(iv)  grant, confer or award any option, warrant, convertible security or other right to acquire any shares of capital stock of the Companies or take any action to cause to be exercisable any otherwise unexercisable option relating to shares of capital stock of the Companies under any existing stock option plan of the Companies;

(v)  declare, set aside or pay any dividend in specie or in kind or make any other non-cash distribution or payment (whether in stock or property or any combination thereof) with respect to any shares of capital stock of the Companies or other ownership interests, including any constructive or deemed distributions, other than any such dividend or other distribution or payment to another Company;

(vi)  redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any capital stock of the Companies; or

(vii)  authorize or propose any of the foregoing or enter into any Contract to give effect to any of the foregoing;

provided, however, that notwithstanding anything to the contrary contained in this Agreement (including this Section 6.1), Unilever and their respective Affiliates shall continue to have the right to, prior to Closing and at their own expense, to (A) withdraw cash, cash equivalents, current investments, marketable securities and other financial instruments from the Companies, either in the form of a dividend or in the form of a cash advance, (B) transfer by way of dividend, other distribution or otherwise any other Excluded Assets out of the Companies, (C) take any action to the extent undertaken at the written request of Commercial Markets, Inc. or Holdings, (D) take or omit to take any action which any member of the Unilever Group or Company is required to take or omit to take by Applicable Law or any Governmental Authority and (E) provide cash to the Companies, either in the form of a contribution to capital or an intercompany loan, in the Ordinary Course of Business and in a manner consistent with the cash management programs which Unilever has in place as of the date hereof for its Affiliates.

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(d)  Conopco shall deliver each request for any written consent sought from the Buyer pursuant to this Section 6.1 by facsimile and e-mail (a “Section 6.1 Consent Request”) to Michael Gibbs, Luis F. Machado and Michael J. Bailey on behalf of Buyer. Buyer shall respond to any Section 6.1 Consent Request as promptly as practicable but in any event not later than five Business Days after the later of (i) the date on which such Section 6.1 Consent Request is received by Buyer or (ii) the date on which Conopco provides to Buyer, at Buyer’s reasonable request, such request to be provided by Buyer by facsimile and e-mail so as to be received by Conopco within two Business Days of receipt by Buyer of the relevant Section 6.1 Consent Request, all information reasonably necessary for Buyer to make its decision with respect to such Section 6.1 Consent Request.

6.2   Conduct of CMI Business Pending the Closing.    Except as disclosed in Section 6.2 of the CMI Disclosure Schedule or as permitted pursuant to Section 6.3, 7.6 or 7.7, Buyer agrees that, prior to the Closing, unless Conopco shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) or as otherwise expressly contemplated by this Agreement, the following provisions shall apply:

(a)  The CMI Business shall be conducted only in the Ordinary Course of Business. Without limiting the generality of the foregoing, Buyer will, and will cause each other member of the CMI Group to:

(i)  continue its marketing and promotional activities, and purchasing policies, in the Ordinary Course of Business;

(ii)  not shorten or lengthen the customary payment cycles for any of its payables or receivables except in the Ordinary Course of Business, or accelerate the placement of orders by, or sales from, customers including by way of product discounts or special credit terms, in each case, other than on a basis consistent with normal, historical patterns;

(iii)  use reasonable best efforts to (A) preserve intact its business organization and the business organization and goodwill of the CMI Business taken as a whole, (B) keep available to the CMI Business the services of the officers and employees of the CMI Business, (C) maintain its relationships with those Persons having material business relationships with the CMI Business, and (D) continue in full force and effect without material modification all policies of insurance providing coverage for the CMI Business; and

(iv)  promptly after the discovery by any member of the CMI Knowledge Group thereof, notify Conopco of the existence of any material breach of any representation or warranty contained in this Agreement or the occurrence of any event that would cause any representation or warranty contained herein no longer to be true and correct in any material respect.

(b)  Except as described in Section 6.2 of the CMI Disclosure Schedule, Buyer covenants and agrees that, prior to the Closing, without the prior written consent of Conopco (which consent shall not be unreasonably withheld or delayed), and to the extent not otherwise

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contemplated by this Section 6.2 or required or permitted by this Agreement, it will not permit any member of the CMI Group to:

(i)  acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof or make any investment in shares of capital stock of or other equity interest in any entity the consideration for which is in excess of $5,000,000 individually or $10,000,000 in the aggregate;

(ii)  make any capital expenditures or otherwise acquire any assets for an aggregate value in excess of $1,000,000 individually or $10,000,000 in the aggregate other than as reflected in the 2001 capital expenditure budget of the CMI Business attached to Section 5.5(c) of the CMI Disclosure Schedule and other than purchases (including the acquisition of feeders) in the Ordinary Course of Business (for the avoidance of doubt, expenditures for 2002 shall also be permitted as if the 2002 capital expenditure budget were the same as the 2001 capital expenditure budget, but on a category by category basis rather than on a specific item by item basis);

(iii)  transfer, license, mortgage, encumber, sell, lease or otherwise dispose of any assets with a value in excess of $500,000 individually or $5,000,000 in the aggregate, other than dispositions or sales of Inventory or obsolete or excess equipment or dispositions of equipment on a leased or free-on-loan basis to customers, in each case, in the Ordinary Course of Business;

(iv)  except for changes reasonably necessary to account for the transactions contemplated by this Agreement or as contemplated by Section 6.9, change any method of accounting for or reporting income, deductions or other material items for income Tax purposes, make or change any material election with respect to Taxes, agree to or settle any material claim or assessment in respect of Taxes, or agree to an extension or waiver of the limitation period to any material claim or assessment in respect of Taxes, other than as required by Applicable Law, if any such action would have the effect of increasing Buyer’s liability for Taxes after the Closing Date or having an adverse effect on Buyer’s Tax position with respect to the CMI Business and the DiverseyLever Business;

(v)  make or forgive any loans, advances or capital contributions to, or investments in, any other person in an amount in excess of $2,500,000 individually or $5,000,000 in the aggregate, (other than (A) advances in respect of expenses and loans and advances in respect of relocation arrangements, in each case made to officers or employees in the Ordinary Course of Business, (B) transactions between members of the CMI Group, (C) dividends and distributions permitted under this Agreement and (D) intercompany transactions in the Ordinary Course of Business);

(vi)  enter into any CMI Material Contract of the type described in clauses (ii), (iii), (v), (vi), (vii), (viii), (ix) and (x) of Section 5.9(a) other than CMI Intercompany Agreements that are not Affiliate Transactions;

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(vii)  modify, amend, terminate or waive any rights under any CMI Material Contract (A) in respect of CMI Material Contracts of the type described in clauses (ii), (iii), (v), (vi), (vii), (viii), (ix) and (x) of Section 5.9(a), in any material respect, or (B) so as to include any “change of control,” “anti-assignment” or similar provision which would be triggered upon the transactions contemplated by this Agreement;

(viii)  change accounting policies, procedures or practices, except as required (A) by GAAP or other generally accepted accounting principles required to be followed in any other jurisdiction or Applicable Law or (B) to support the integration of the CMI Business and the DiverseyLever Business at and from the Closing Date;

(ix)  incur any Indebtedness or assume or guarantee the obligations of any other Person for Indebtedness, in each case, except (A) in the Ordinary Course of Business, (B) the incurrence of intercompany Indebtedness, including loans, advances and guarantees, in the Ordinary Course of Business and (C) advances to employees for expenses in the Ordinary Course of Business;

(x)  settle or compromise any pending or threatened suit, action or claim not covered by insurance (A) in an aggregate amount in excess of $250,000 individually or in respect of a series of related claims, actions or proceedings in a single jurisdiction or (B) that restricts the conduct of the CMI Business (other than a restriction that is immaterial to the CMI Business);

(xi)  other than as required by Applicable Law, (A) adopt or amend any CMI employee benefit plan to the extent such adoption or amendment materially affects the benefits of the covered CMI Group employees, or (B) increase or pay any benefit in respect of the CMI Group employees (x) not required by any existing CMI employee benefit plan, or (y) in a manner which is inconsistent with past practice and current guidelines applicable to benefit plans of CMI and its Affiliates including S.C. Johnson & Co., Inc.; provided, however, that, except as provided in Article IX, the Costs of such increases and payments described in clause (y) shall be for Buyer’s account;

(xii)  grant any bonuses, commissions, awards, severance or termination pay or similar forms of remuneration to any employee of any member of the CMI Group other than (A) in the Ordinary Course of Business or (B) as may be required under an existing Contract set forth in Section 6.2(b)(xii) of the CMI Disclosure Schedule;

(xiii)  effect any general increase in the rates of salaries or compensation or any specific increase to any employee of any member of the CMI Group, except, in each case, such as are (A) in accordance with regularly scheduled periodic salary increases or benefit plans, which benefit plans are disclosed on Section 6.2(b)(xiii) of the CMI Disclosure Schedule, (B) required under Applicable Law or collective bargaining or labor agreements or (C) in the Ordinary Course of Business;

(xiv)  enter into or amend in any material respect any management, employment, consulting, salary continuation, retention or severance agreement with, or

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hire, any U.S. employee of any member of the CMI Group with a base salary greater than $150,000 or non-U.S. employee of any member of the CMI Group with a base salary greater than $125,000;

(xv)  waive, release, grant or transfer any rights with respect to any Intellectual Property, or abandon or allow to lapse any Intellectual Property material to the CMI Business;

(xvi)  other than in respect of specific transactions in the Ordinary Course of Business, enter into any foreign exchange or derivative swap Contract with a term extending beyond the Closing Date;

(xvii)  pledge, dispose of or encumber any of the assets of a member of the CMI Group other than in the Ordinary Course of Business or Permitted Encumbrances;

(xviii)  enter into any Affiliate Transaction; or

(xix)  authorize any of the foregoing or enter into any Contract to give effect to any of the foregoing.

(c)  Buyer shall cause each member of the CMI Group not to do any of the following, except as required or permitted by this Agreement:

(i)  authorize for issuance, issue, sell, pledge, deliver or agree or commit to issue, sell, pledge or deliver (whether through the issuance or grant of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any capital stock of any member of the CMI Group or securities or rights convertible into or exchangeable for, any such capital stock or securities;

(ii)  amend its Constituent Documents, except to effect the transactions contemplated hereby and by the Stockholders’ Agreement;

(iii)  grant, confer or award any option, warrant, convertible security or other right to acquire any shares of capital stock of any member of the CMI Group or take any action to cause to be exercisable any otherwise unexercisable option relating to shares of capital stock of any member of the CMI Group under any existing stock option plan of a member of the CMI Group;

(iv)  declare, set aside or pay any dividend in specie or in kind or make any other non-cash distribution or payment (whether in stock or property or any combination thereof) with respect to any shares of capital stock of any member of the CMI Group or other ownership interests, including any constructive or deemed distributions, other than any such dividend or other distribution or payment to another member of the CMI Group;

(v) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any capital stock of any member of the CMI Group; or

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(vi)  authorize or propose any of the foregoing or enter into any Contract to give effect to any of the foregoing;

provided, however, that notwithstanding anything to the contrary contained in this Agreement (including this Section 6.2), Buyer and each other member of the CMI Group shall continue to have the right to, prior to Closing and at their own expense, to (A) withdraw cash, cash equivalents, current investments, marketable securities and other financial instruments from members of the CMI Group, either in the form of a dividend (including dividends paid to Commercial Markets Holdco, Inc.) or in the form of a cash advance, (B) take any action to the extent undertaken at the written request of Conopco, (C) take or omit to take any action which any member of the CMI Group is required to take or omit to take by Applicable Law or any Governmental Authority, (D) provide cash to the members of the CMI Group, either in the form of a contribution to capital or an intercompany loan, in the Ordinary Course of Business and in a manner consistent with the cash management programs which Buyer has in place as of the date hereof for its Affiliates, and (E) take all such actions as are reasonably necessary to cause the Financing to be obtained at Closing on the terms set forth in the Bank Commitment and the Bridge Commitment or otherwise as provided in Section 6.17.

(d)  Buyer shall deliver each request for any written consent sought from Conopco pursuant to this Section 6.2 by facsimile and e-mail (a “Section 6.2 Consent Request”) to Ian Lawrence, James Bruce and Robert Leek on behalf of Conopco. Conopco shall respond to any Section 6.2 Consent Request as promptly as practicable but in any event not later than five Business Days after the later of (i) the date on which such Section 6.2 Consent Request is received by Conopco or (ii) the date on which Buyer provides to Conopco, at Conopco’s reasonable request, such request to be provided by Buyer by facsimile and e-mail so as to be received by Buyer within two Business Days of receipt by Conopco of the relevant Section 6.2 Consent Request, all information reasonably necessary for Conopco to make its decision with respect to such Section 6.2 Consent Request.

6.3   Permitted Actions.    (a)  Notwithstanding any other provisions herein to the contrary, prior to the Closing, Conopco and its Affiliates shall (i) be permitted to and shall use reasonable best efforts to cause each of the Companies to transfer by way of dividend, other distribution or otherwise to any member of the Unilever Group all Excluded Assets including assets of the Unilever Consumer Brands Business other than Transferred Unilever Consumer Brands Business Assets (to the extent held by a Company) and (ii) be permitted but not required to repay obligations for borrowed money, whether pursuant to the issuance of commercial paper or otherwise. All Taxes arising from transactions implemented pursuant to this Section 6.3(a) through (c) shall be borne by Conopco.

(b)  At or prior to the Closing Date, except for those Contracts listed in Section 6.3(b) of the DiverseyLever Disclosure Schedule and except as otherwise provided in the Transitional Services Agreement, Conopco shall, upon the written request of Buyer, cause the termination of any Contracts or arrangements between or among the Companies or an Asset Seller (with respect to the DiverseyLever Business), on the one hand, and any member of the Unilever Group (other than a Company) on the other hand, including any Intercompany Agreements entered into in the Ordinary Course of Business.

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(c)  To the extent not completed by Closing, Buyer will use its reasonable best efforts to transfer to a member of the Unilever Group any Excluded Assets held by the Companies (at Conopco’s expense) as soon as reasonably practicable after the Closing. Following the Closing Date, the Companies will hold any Excluded Assets in trust, and for the benefit of, the relevant member of the Unilever Group.

(d)  Notwithstanding any other provisions herein to the contrary, prior to the Closing, Buyer and the other members of the CMI Group shall be permitted but not required to repay obligations for borrowed money, whether pursuant to the issuance of commercial paper or otherwise. All Taxes arising from transactions implemented pursuant to this Section 6.3(d) shall be borne by Buyer.

6.4   Intellectual Property Matters.

(a)  Use of Certain Names.

(i)  Prior to Closing, Conopco shall be permitted to change the corporate name of any of the Companies to delete any reference to “Unilever” or “Lever” (except when used as part of “DiverseyLever”). Buyer acknowledges and agrees that after Closing the Excluded Marks are to be the exclusive property of the Unilever Group. Except as provided in the Trademark License Agreement, no member of the CMI Group and none of the Companies shall obtain or retain any right, title, or interest in, and the Buyer shall not permit any member of the CMI Group (including the Companies) to use the Excluded Marks after the Closing.

(ii)  At Closing, Buyer and Unilever shall enter into the Trademark License Agreement.

(b)  Other Intellectual Property Covenants.

(i)  At Closing, Buyer and Unilever shall enter into the Technology License Agreements and the Dispensed Products License Agreement.

(ii)  For eighteen months after Closing, the parties shall cooperate in good faith to (A) ensure the transfer to Buyer (or the relevant Designated Buyer) by any member of the Unilever Group of any Intellectual Property that falls within the definition of DiverseyLever Intellectual Property Assets (other than the Deferred Patents and the Retained Patents) that is not transferred to Buyer (or the relevant Designated Buyer) at Closing, (B) ensure the transfer to Buyer (or an entity designated by Buyer) by any member of the Unilever Group of any Patent owned by the Unilever Group that was material to the DiverseyLever Business and that was used exclusively in the DiverseyLever Business in the period from July 1, 2000, to Closing, and (C) ensure the transfer to Conopco (or an entity designated by Conopco) by any of the Companies of any DiverseyLever Company Non-Patent IPR which was in the twelve months prior to Closing exclusively or predominantly used by a member of the Unilever Group. In no event shall this provision permit the revision of the standards in this Agreement under which Assets are determined to be DiverseyLever Intellectual Property Assets.

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(iii)  For one year after Closing, if Buyer or Unilever have or obtain knowledge that any Patent owned by any Company at Closing was managed for Unilever at Closing, then Buyer shall cause the assignment of the Patent for nominal consideration to such member of the Unilever Group as Conopco may designate.

(iv)  The parties acknowledge that the Deferred Patents are DiverseyLever Intellectual Property Assets, but also are subject to pre-existing licenses that contain pre-emption rights in favor of third parties. The parties agree that the Deferred Patents will not be assigned to Buyer or any of the other Designated Buyers at Closing, but will be licensed to Buyer (or the relevant Designated Buyer) pursuant to the terms of the Retained Technology License Agreement. Upon the expiry of the pre-emption rights (or the expiry of any subsequent pre-emption rights granted to such third parties with Buyer’s consent) Conopco shall, at Buyer’s request, cause the assignment of the Deferred Patents, and shall make reasonable efforts to cause the assignment of all remaining licenses under the Deferred Patents, for nominal consideration to such member of the CMI Group as Buyer may designate; provided that Buyer agrees to assume all rights, benefits and obligations applying to the licensor under any license in respect of the Deferred Patents.

(v)  The parties acknowledge that the Retained Patents are DiverseyLever Intellectual Property Assets, but also are the subject of the Ecolab Patent Litigation. The parties agree that the Retained Patents will not be assigned to Buyer (or any other Designated Buyer) at Closing, but will be licensed to Buyer (or the relevant Designated Buyer) pursuant to the terms of the Retained Technology License Agreement. Upon the resolution of the Ecolab Patent Litigation and any Related Proceedings, Conopco shall, at Buyer’s request, cause the assignment of the Retained Patents, and shall use its reasonable best efforts to cause the assignment of all remaining licenses under the Retained Patents for nominal consideration to a member of the CMI Group as Buyer may designate; provided that Buyer agrees to assume all rights, benefits and obligations applying to the licensor under any license in respect of the Retained Patents.

(vi)  This Agreement, the Transitional Services Agreement, the Agency Agreement, the Trade Mark Licence Agreement, the Technology Licence Agreements and the Dispensed Products Licence Agreement shall, with effect from Closing, constitute the only agreements relating to Intellectual Property between (A) members of the Unilever Group, on the one hand, and (B) any of the Companies, on the other, and any prior arrangements of any nature whatsoever (which shall be deemed to include, without limitation, all Intergroup CRDS Agreement) whether or not in writing, to the extent they relate to the provision of Unilever Central Services are hereby superseded and extinguished and Buyer and Parent agree to co-operate to procure the termination of all such agreements after Closing, with effect from Closing.

(vii)  The Buyer agrees that access to Unilever Central Services pursuant to any Intragroup CRDS Agreement will, with effect from Closing, be terminated to the extent it so relates to Unilever Central Services (but without prejudice to such research and development, Intellectual Property and central services as are provided by any of the Companies to the Companies) and the Buyer and Conopco shall procure the amendment

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of such agreements to remove references to the availability or access to Unilever Central Services.

(viii)  After the execution of this Agreement, the parties agree to discuss terms and conditions on which the DiverseyLever Business and Buyer may participate in the Research Projects, taking into account Unilever’s and Buyer’s research and development priorities and strategies; provided, that no member of the Unilever Group shall be under any obligation to continue the Research Projects after Closing.

6.5   Expenses.

(a)  Except as otherwise expressly provided herein or in the Ancillary Agreements, all expenses, including the fees of any attorneys, accountants, investment bankers or others engaged by a party, incurred in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (collectively, “Transaction Expenses”), shall be paid by the party incurring such expenses whether or not the transactions contemplated by this Agreement are consummated. For the avoidance of doubt, all Transaction Expenses incurred by any Company in respect of the period on or prior to Closing shall be paid by the relevant Company prior to or at Closing and, if not so paid, then by a member of the Unilever Group following Closing. Without limiting the generality of the foregoing, (i) the CMI M&A Costs shall either be paid in full by Buyer on or prior to the Closing or accrued on the CMI Closing Statement, (ii) all of the fees, costs and expenses of any member of the CMI Group relating to merger and acquisition services and advice and/or any services or advice relating to the operation and integration of the CMI Business and the DiverseyLever Business after the Closing (but not (A) any Financing Costs (as defined below), which shall be dealt with in accordance with Section 6.5(a)(iii), or (B) the CMI M&A Costs, which shall be dealt with in accordance with Section 6.1(a)(i)) (collectively, the “CMI Current Pay Costs”) shall, to the extent billed to any member of the CMI Group prior to the Closing Date, be paid by such member of the CMI Group in full on or prior to the Closing Date and, to the extent billed to any member of CMI Group following the Closing Date, be paid by such member of the CMI Group following the Closing Date, and (iii) all of the fees, costs and expenses of any member of the CMI Group relating to the Financing, whenever incurred (the “Financing Costs”), shall be borne by such member of the CMI Group on a post-Closing basis and not accrued on the CMI Closing Statement. Commercial Markets, Inc. shall use its reasonable best efforts to cause its advisors to bill all CMI Current Pay Costs to the relevant member of the CMI Group as incurred on a monthly basis.

(b)  All Transaction Expenses incurred by Buyer or any other member of the CMI Group other than the CMI M&A Costs and any CMI Current Pay Costs (in the case of the CMI Current Pay Costs, to the extent billed to any member of the CMI Group prior to the Closing Date), including (i) notarial fees and Transfer Taxes and UK stamp duty, in each case triggered by the transfer of the Assets and the Shares to Buyer and the Designated Buyers or the execution of this Agreement or a Local Transfer Agreement, and (ii) the costs and expenses for ALTA owner’s form title insurance policies with respect to all U.S. Owned Real Property, and all expenses incurred in connection with real property surveys and appraisals related thereto, shall be borne by Buyer on behalf of the applicable Designated Buyers (on a post-Closing basis and not accrued on the CMI Closing Statement).

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6.6   Reasonable Best Efforts.

(a)  Subject to the terms and conditions herein provided, each of the parties hereto agrees to use reasonable best efforts to do, or cause to be done, all things necessary, proper or advisable to (i) consummate the transactions contemplated by this Agreement (including the finalization and execution of the Ancillary Documents), (ii) cause the Closing, including the Financing and any Delayed Closing, to occur (excluding, for the purposes of this Section 6.6, any consents, approvals, permits or authorizations required under any Competition/Investment Law, such matters being covered by Section 6.8) and (iii) to cooperate with each other in connection with each of the foregoing, including (A) to defend all lawsuits or other legal proceedings challenging this Agreement, any Ancillary Document or the consummation of the transactions contemplated hereby and thereby, (B) to use reasonable best efforts to lift or rescind any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the transactions contemplated hereby, including the Financing, and (C) to use reasonable best efforts to effect all necessary registrations and filings and submissions of information required or requested by Governmental Authorities with respect to the transactions contemplated hereby.

(b)  (i)  Subject to, and without prejudice to, the provisions of Section 3.4, Conopco shall, and shall cause each member of the Unilever Group and, prior to Closing, the Companies, to, cooperate and use their respective reasonable best efforts (with the reasonable cooperation and assistance of Buyer and each Designated Buyer) to obtain as promptly as practicable all consents, approvals and waivers required by third Persons, and with respect to Contracts and Authorizations, any Governmental Authority (excluding, for the purposes of this Section 6.6, any consents, approvals, waivers or Authorizations required under any Competition/Investment Law, such matters being covered by Section 6.8), to permit the transfer of the Assets and Shares to, and the assumption of the Assumed Liabilities by, Buyer and any Designated Buyers and the consummation of the other transactions contemplated hereby, including the Financing, and Buyer will reasonably cooperate with and assist Conopco and the members of the Unilever Group in such efforts, all on the terms set forth herein, including using reasonable best efforts to obtain amendments to the Shared Contracts to segregate the provisions applicable to the DiverseyLever Business from those applicable to other businesses of the Unilever Group.

(ii)  Subject to, and without prejudice to, the provisions of Section 3.4, Buyer shall, and shall cause each member of the CMI Group and, after the Closing, the Companies, to, cooperate and use their respective reasonable best efforts (with the reasonable cooperation and assistance of the Companies and the members of the Unilever Group) to obtain as promptly as practicable all consents, approvals and waivers required by third Persons, and with respect to Contracts and Authorizations, any Governmental Authority (excluding, for the purposes of this Section 6.6, any consents, approvals, waivers or Authorizations required under any Competition/Investment Law, such matters being covered by Section 6.8), to permit the transfer of the Assets and Shares to, and the assumption of the Assumed Liabilities by, Buyer and any Designated Buyers and the consummation of the other transactions contemplated hereby, including the Financing, and the Companies and the members of the Unilever Group will reasonably cooperate

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with and assist Buyer and the members of the CMI Group in such efforts, all on the terms set forth herein.

(iii)  Notwithstanding any of the foregoing, but subject to Section 11.1(a)(iii)(B) and Section 3.4, neither party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of (by way of guarantee or otherwise)) any Person from whom such consent or amendment may be required, other than (A) a nominal filing application or similar cost or fee, (B) nominal amounts to cover processing and review by third parties of such consents or amendments, including de minimis amounts of attorneys’ fees, and (C) any amounts that were due and payable prior to Closing by any member of the Unilever Group or any Company pursuant to the terms of a Contract or Authorization (including by way of a contribution to capital in a Joint Venture Entity) which amounts are required to be made under such Contract or Applicable Law by any member of the Unilever Group or any Company prior to, or contemporaneously with, the transfer of such Joint Venture Entity to Buyer or a Designated Buyer or (D) any amounts that were due and payable prior to Closing by any member of the CMI Group pursuant to the terms of a Contract or Authorization (including, in the case of any entity in which any member of the CMI Group owns or otherwise controls, directly or indirectly, less than all (not including shares held by nominees) of the outstanding shares of capital stock or other equity or similar interests (a “CMI Joint Venture Entity”), any contributions to capital), which amounts are required to be made under such Contract or Applicable Law by any member of the CMI Group prior to, or contemporaneously with, the consummation of the transactions contemplated hereby.

(c)  Prior to Closing, Conopco shall use its reasonable best efforts to identify and provide to Buyer a list of each Material Contract that will, by its terms, expire within six months of the Closing Date.

6.7   Access to Information.    Prior to Closing and subject to Applicable Law, including with respect to Competition/Investment Law:

(a)  (i)  Conopco shall provide or cause its Subsidiaries or Affiliates or their respective officers or employees to provide to Buyer (A) such financial, operating and other information with respect to the condition (financial or otherwise), business, assets, properties, operations or prospects of the DiverseyLever Business and (B) such information relating to the facilities, offices and personnel of the DiverseyLever Business as, in each case, Buyer may reasonably, and with reasonable specificity, request in writing of the Unilever Contact, in each case, as soon as reasonably practicable following such request, and (ii) Buyer shall promptly provide or cause the other members of the CMI Group or their respective officers or employees to promptly provide to Conopco (A) such financial, operating and other information with respect to the condition (financial or otherwise), business, assets, properties, operations or prospects of the CMI Business and (B) such information relating to the facilities, offices and personnel of the CMI Business as, in each case, Conopco may reasonably, and with reasonable specificity, request of the Buyer Contact, in each case, as soon as reasonably practicable following such request; provided, however, that nothing herein shall require Buyer to provide any information to Conopco in respect of any business other than the CMI Business or require Conopco to provide

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any information to Buyer in respect of any business other than the DiverseyLever Business; provided, further, that each party shall, if necessary, provide such information in respect of such other businesses to outside counsel, subject to execution of mutually satisfactory restricted access agreements with such counsel.

(b)  Conopco, through the Unilever Contact, shall provide a reasonably limited number of Permitted Persons with reasonable access upon reasonable notice and during normal business hours to the facilities, offices, senior management and key employees of the DiverseyLever Business (it being agreed for purposes of this Section 6.7(b) that such employees shall not include local level employees of the DiverseyLever Business, but that Conopco will take such actions as are reasonably necessary to ensure that the employees to whom Buyer is provided access shall have obtained from local level employees, Conopco’s Accountants or the DiverseyLever Books and Records such accurate and complete information as is reasonably relevant to Buyer’s review) to the extent relating exclusively to the DiverseyLever Business and/or the Unilever Consumer Brands Business; provided, in each case, that such access shall be organized in a manner as shall not unreasonably disrupt the normal operations of the Companies and the DiverseyLever Business, but taking into account the mutual interests of the parties to consummate the transactions contemplated by this Agreement as soon as possible after the date hereof.

(c)  To the extent reasonably required in order to effectuate the local closings necessary to consummate the transactions contemplated by this Agreement, Conopco shall provide the Buyer’s outside local counsel with such access to the Books and Records as Buyer may reasonably request of the Unilever Contact.

(d)  To the extent reasonably required in connection with Buyer’s review of the Audited DiverseyLever Financial Statements and Additional DiverseyLever Financial Statements, and any other financial statements or information to be included in the Disclosure/Offering Documents, Conopco shall, as soon as reasonably practicable upon written request to the Unilever Contact, provide to a reasonable number of Permitted Persons access (during normal business hours) to Conopco’s Accountants and to the DiverseyLever Books and Records of the Companies and the DiverseyLever Business (including, in the case of Buyer’s Accountants only, the work papers of Conopco’s Accountants to the extent relating (i) exclusively to the DiverseyLever Business and/or the Unilever Consumer Brands Business or (ii) the financial statements referred to in Sections 4.4(c), (d) and (e) or Section 6.17(e), subject to execution of customary releases and waivers); provided, however, that in the case of clause (ii), any information that relates to the Unilever Group as a whole or any business of the Unilever Group other than the DiverseyLever Business and the Unilever Consumer Brands Business, shall only be made available to Buyer’s Accountants, subject to the execution of mutually satisfactory restricted access agreements between Unilever and Buyer’s Accountants.

(e)  Conopco shall permit Buyer, Buyer’s outside counsel and the environmental consultants engaged by Buyer in connection with the transactions contemplated hereby with access to, and the ability to conduct such environmental assessments and investigations of, the Real Property as are necessary to prepare for and undertake (i) the Phase I Environmental Site Assessments of the Real Property, Transactions Screens on DiverseyLever non-manufacturing or non-owned warehouse facilities, and focused compliance assessments of

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the Real Property on the basis separately agreed by Buyer and Conopco and described in Schedule 6.7(e) hereto (“Phase I Assessments”), which Phase I Assessments will be undertaken in a manner that does not unreasonably disrupt the normal operations of the DiverseyLever Business and the Unilever Consumer Brands Business taken as a whole and (ii) any Phase II Environmental Site Assessment on the Owned Real Property and, so far as it is in the power of Conopco or the relevant Company or Asset Seller to permit the same, on Leased Real Property. A Phase II Environmental Site Assessment shall be performed only if (A) an environmental consultant engaged to perform a Phase I Environmental Site Assessment or to otherwise advise on Environmental Matters has determined in good faith that the subject property contains one or more Recognized Environmental Conditions that are Qualifying Conditions which determination, whether made prior to or following the Closing, shall be subject to the procedures set forth in Section 11.1(y), (B) required by (i) Applicable Law in order to consummate the transactions contemplated by this Agreement and the Ancillary Documents or (ii) any Contract entered into prior to Closing of any of the Companies or that is included in the Assets, or (C) the Phase II Environmental Site Assessment is performed in relation to a particular Environmental Matter as follow-up work which is reasonably necessary in order to update a Phase II Environmental Site Assessment that was previously undertaken at the subject property prior to the date of this Agreement in relation to such Environmental Matter. Any Phase II work shall be performed in accordance with the ASTM E1903-97 Standard Guide for Environmental Site Assessments: Phase II Environmental Site Assessment Process, unless a different standard is mutually agreed to between Buyer and Conopco. Any such Phase II Environmental Site Assessment will (if undertaken prior to Closing) comply with all Applicable Laws (including Environmental Laws) and will be undertaken in a manner that does not unreasonably disrupt the normal operations of the DiverseyLever Business and the Unilever Consumer Brands Business taken as a whole or compromise the safety of the Real Property or any Person at the Real Property.

(f)  (i)  During the period from the date hereof to the Closing, Conopco shall promptly furnish or make available to Buyer copies of all major operating reports addressed to the Chief Executive Officer and/or Chief Financial Officer of the DiverseyLever Business and all monthly, interim and year-end financial statements relating to the DiverseyLever Business, in each case, as soon as they become available, and Conopco shall promptly provide to Buyer such updates as to the status of the restructuring plans and projects disclosed on Section 6.1 of the DiverseyLever Disclosure Schedule as Buyer shall reasonably request, with no less detail than that set forth in such Section of the DiverseyLever Disclosure Schedule and the appendices thereto.

(ii)  During the period from the date hereof to the Closing, Buyer shall promptly furnish or make available to Conopco copies of all major operating reports addressed to the Chief Executive Officer and/or Chief Financial Officer of Commercial Markets, Inc. and all monthly, interim and year-end financial statements relating to the CMI Business, in each case, as soon as they become available.

(g)  Conopco will reasonably cooperate with Buyer in scheduling and undertaking such meetings with such third parties, including customers and suppliers of the Companies and the DiverseyLever Business, as may be reasonably required to obtain the

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consents and other agreements of such parties contemplated by this Agreement or reasonably required in order to consummate the transactions contemplated hereby.

(h)  For purposes of this Section 6.7, (i) the “Buyer Contact” shall mean Michael Gibbs and P. Todd Herndon, (ii) the “Unilever Contact” shall mean James Bruce, Chris Sanders and Adam Perkins, and (iii) “Permitted Persons” shall mean (A) the persons in the CMI Knowledge Group and the CMI Special Knowledge Group or any designee of such persons (in lieu thereof but not in addition thereto) and (B) representatives of (1) Arthur Andersen LLP, (2) Jones, Day, Reavis & Pogue, Reinhart Boerner Van Deuren Norris & Rieselbach, or any local counsel designated by Jones, Day, Reavis & Pogue, (3) Goldman Sachs & Co. and Tanner & Co., (4) the agents, arrangers and bookrunners for the Financing and their outside counsel, and (5) Bain & Company (in relation to integration and strategy matters) and such outside benefits and information technology consultants as may be engaged by Buyer in connection with the transactions contemplated by this Agreement.

(i)  Each of Conopco and Buyer acknowledges that any information being provided to it or its representatives by the other party pursuant to or in connection with the transactions contemplated by this Agreement is subject to the terms of the Confidentiality Agreements, which terms are incorporated herein by reference. Holdings hereby acknowledges and agrees to be bound by the terms and conditions of the Confidentiality Agreements as if it was a party thereto. The Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy the Confidential Information (as defined in the Confidentiality Agreements) previously provided shall terminate with respect to the Assets, the assets and liabilities of the Companies and the Assumed Liabilities upon the Closing Date; provided that Buyer acknowledges that any and all other information provided to it by Conopco and its Affiliates shall remain subject to the terms and conditions of the Confidentiality Agreements after the Closing Date. Nothing contained herein is intended to limit or restrict Buyer’s use or disclosure of the Confidential Information included in, or rights to, the Assets, the assets and liabilities of the Companies or the Assumed Liabilities following the Closing (other than Confidential Information relating to businesses other than the DiverseyLever Business). Except for breaches by Buyer of Section 5.23 and for breaches by Conopco of Section 4.23, no investigation by Conopco or Buyer shall diminish or obviate any other representations, warranties, covenants or agreements of Conopco or Buyer, respectively, under this Agreement.

(j)  Buyer shall permit Conopco, Conopco’s outside counsel and the environmental consultants engaged by Conopco in connection with the transactions contemplated hereby with access to, and the ability to conduct such environmental assessments and investigations of, the CMI Real Property as are necessary to prepare for and undertake (i) the Phase I Environmental Site Assessments of the CMI Real Property, Transactions Screens on CMI non-manufacturing or non-owned warehouse facilities and focused compliance assessments of the CMI Real Property on the basis separately agreed by Buyer and Conopco and of the type and scope described in Schedule 6.7(e) hereto (“CMI Phase I Assessments”), which CMI Phase I Assessments will be undertaken in a manner that does not unreasonably disrupt the normal operations of the CMI Business and (ii) any Phase II Environmental Site Assessment on the CMI Owned Real Property and, so far as it is in the power of Buyer or the relevant member of the CMI Group to permit the same, on CMI Leased Real Property. A Phase II Environmental Site Assessment shall be performed only if (A) an environmental consultant engaged to perform a

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Phase I Environmental Site Assessment or otherwise to advise on Environmental Matters has determined in good faith that the subject property contains one or more Recognized Environmental Conditions that are Qualifying Conditions, which determination, whether made prior to or following the Closing, shall be subject to the procedures set forth in Section 11.1(y), or (B) the Phase II Environmental Site Assessment is performed in relation to a particular Environmental Matter as follow-up work which is reasonably necessary in order to update a Phase II Environmental Site Assessment that was previously undertaken at the subject property prior to the date of this Agreement in relation to such Environmental Matter. Any Phase II work shall be performed in accordance with the ASTM E1903-97 Standard Guide for Environmental Site Assessments: Phase II Environmental Site Assessment Process, unless a different standard is mutually agreed to between Buyer and Conopco. Any such Phase II Environmental Site Assessment will (if undertaken prior to Closing) comply with all Applicable Laws (including Environmental Laws) and will be undertaken in a manner that does not unreasonably disrupt the normal operations of the CMI Business or compromise the safety of the CMI Real Property or any Person at the CMI Real Property.

6.8   Filings and Authorizations.

(a)  Subject to the terms and conditions herein provided, Buyer and Conopco shall, and shall cause their respective Affiliates to, use reasonable best efforts to cooperate with one another in (i) determining which filings are required or advisable to be made prior to the Closing with, and which consents, approvals, permits or authorizations (excluding, for purposes of this Section 6.8, any consents, approvals, permits or authorizations required for the transfer of any Contract between a Company or a member of the Unilever Group, on the one hand, and any Governmental Authority, on the other hand) are required or advisable to be obtained prior to the Closing from, any Governmental Authority or other third party in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and thereby and (ii) timely making all such filings and timely seeking all such consents, approvals, permits, authorizations and waivers. Conopco shall deliver to Buyer, and Buyer shall deliver to Conopco, a duly executed copy of each such consent, approval, permit, authorization or waiver promptly after obtaining it.

(b)  In furtherance of the foregoing, each party hereto agrees to make, or cause to be made, an appropriate filing of a notification and report form if required pursuant to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the EC Merger Regulation and any other Competition/Investment Law with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act, the EC Merger Regulation and any other Competition/Investment Law and to use its reasonable best efforts to obtain clearance and cause the expiration or termination of the applicable waiting periods under the HSR Act, the EC Merger Regulation and any other Competition/Investment Law as soon as practicable after the date hereof. Nothing in this Section 6.8 shall require (i) any of Buyer or any member of the CMI Group to sell, hold separate or otherwise dispose of or conduct their business or the DiverseyLever Business in a specified manner, or agree to sell, hold separate or otherwise dispose of or conduct their business or the DiverseyLever Business in a specified manner, or permit the sale, holding separate or other

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disposition of, any assets of Buyer or any member of the CMI Group, the Companies or the Assets or the conduct of the CMI Business or the DiverseyLever Business in a specified manner, whether as a condition to obtaining any approval from a Governmental Authority or any other person or for any other reason (“Buyer Regulatory Restrictions”), if such Buyer Regulatory Restrictions would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the CMI Business and the DiverseyLever Business, taken as a whole or (ii) Conopco or any of its Subsidiaries or Affiliates to conduct or not conduct any business (a “Relevant Business”) having a relationship (including any agency, sales, equity ownership or supply relationship) with, or any competitive impact on, the DiverseyLever Business and the CMI Business, taken as a whole, after the Closing, in a specified manner (“Unilever Regulatory Restrictions”), if such Unilever Regulatory Restrictions would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Relevant Business.

(c)  Each of Buyer and Conopco shall use its reasonable best efforts to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (ii) promptly inform the other party of any communication received by such party from, or given by such party to, the Antitrust Division of the Department of Justice (the “DOJ”), the Federal Trade Commission (the “FTC”), the European Commission or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private party, in each case, regarding any of the transactions contemplated hereby, and (iii) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the DOJ, the FTC, the European Commission or any such other Governmental Authority or, in connection with any proceeding by a private party, with any other person, and to the extent appropriate or permitted by the DOJ, the FTC, the European Commission or such other applicable Governmental Authority or other person, give the other party the opportunity to attend and participate in such meetings and conferences; provided, however, that nothing herein shall require Buyer to provide any information to Conopco in respect of any business other than the CMI Business or require Conopco to provide any information to Buyer in respect of any business other than the DiverseyLever Business; provided, further, that each party shall, if necessary or desirable, provide such information in respect of such other businesses to outside counsel responsible for making the necessary filing or submission, subject to execution of mutually satisfactory restricted access agreements with such counsel.

(d)  Subject to the terms and conditions of this Agreement, in furtherance and not in limitation of the covenants of the parties contained in Section 6.8(a), Section 6.8(b) and Section 6.8(c), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Competition/Investment Law (a “Regulatory Challenge”), each of Buyer and Conopco shall cooperate in all respects with each other and use its respective reasonable best efforts, including (i) in the case of Buyer, selling, holding separate or otherwise disposing of or conducting its business in a specified manner, or agreeing to sell, hold separate or otherwise dispose of or conduct its business in a specified manner or permitting the sale, holding separate or other disposition of, any assets of Buyer or any member of the CMI Group, the Companies or the Assets or the conducting of the CMI Business or the DiverseyLever

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Business in a specified manner, and (ii) in the case of Conopco, conducting the DiverseyLever Business or any Relevant Business in a specified manner, in order to contest and resist any such Regulatory Challenge and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement; provided that the provisions of this Section 6.8(d) are subject in all respects to the last sentence of Section 6.8(b). Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 6.8 shall limit a party’s right to terminate this Agreement pursuant to Article X.

6.9   Tax Matters.

(a)  Liability for Taxes.

(i)  Except as provided in Section 6.5(b), Conopco (acting for itself and on behalf of the Sellers) shall be jointly and severally liable for, and shall indemnify Buyer (acting for themselves and on behalf of the other Designated Buyers) against, all (A) Taxes imposed on any of the Sellers or their Affiliates (other than the Companies), save as provided in clause (B) of Section 6.9(a)(ii), including any Taxes arising from the transactions contemplated by Sections 6.3(a) or (b), 7.2, 7.3, 7.4 and 7.5, for any taxable year or period, (B) Taxes imposed on or with respect to the Companies, the Assets or the DiverseyLever Business or for which the Companies or the DiverseyLever Business may otherwise be liable, in each case, for any Pre-Closing Tax Period (including, in each case, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary, or similar basis in respect of a Pre-Closing Tax Period), (C) without limiting clause (B) hereof in any way, Taxes attributable to any breach of warranty or misrepresentation relating to Section 4.6 hereof (without regard to any dollar limitation contained therein), (D) Taxes arising as a result of any breach of Section 6.9(f) by Conopco, (E) liability of the Companies for Taxes under any Tax Sharing Agreement entered into prior to the Closing Date, (F) liability of the Companies for Taxes arising as a result of ceasing to be a member of a group of companies as a result of the Closing, (G) Taxes imposed on any member of the Unilever Group or any of their Affiliates under Article 35 Unilateral Decree 2001 and/or Article 13c Dutch Corporate Income Tax Act 1969 or any similar provision of non-Dutch Tax Law, in relation to recapture of foreign branch losses of a Pre-Closing Tax Period of any member of the Unilever Group, and (H) liability of Buyer or its Affiliates for reasonable legal fees and expenses paid to third parties relating to any successful recovery by Buyer or its Affiliates from Conopco (or any Seller) for any item in clauses (A), (B), (C), (D), (E), (F) or (G) above; provided, however, that Conopco (or the Sellers on whose behalf Conopco is acting) shall not be liable under this Section 6.9(a)(i) for any liability to the extent attributable to or resulting from (1) a breach by Buyer or any of its Affiliates of any covenant described in Section 6.9(e), (2) any failure by Buyer or any of its Affiliates to comply with its obligations under Section 6.9(c) or to afford Conopco (and the Sellers on whose behalf Conopco is acting) the opportunity to participate (to the extent permitted by Applicable Law) as provided by Section 6.9(c), (3) an increase in Tax rates or a change in Tax legislation, in each case made after the Closing with retroactive effect, (4) a change after Closing in the bases, methods or policies of accounting of the Buyer or any of its Affiliates, (5) a

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cessation of, or any change in the nature or conduct of, any trade or business carried on by any of the Companies on or after the Closing or (6) an item that has been satisfied or compensated for without cost (including Tax Cost) to Buyer or any of its Affiliates; and provided further, that Conopco (and the Sellers on whose behalf Conopco is acting) shall not be liable under this Section 6.9(a)(i) for any liability to the extent that the liability has been discharged on or before Closing or to the extent that provision has been made for such liability in computing the Final DiverseyLever Closing Working Capital Amount.

(ii)  Buyer (acting for themselves and on behalf of Holdings and the other Designated Buyers) shall, subject to Section 6.9(ix), be jointly and severally liable for, and shall indemnify Conopco (acting for itself, the Sellers and the Share Subscriber) against, all (A) Taxes imposed on any member of the CMI Group or any of their Affiliates for any Pre-Closing Tax Period, (B) save for Taxes for which Conopco (and the Seller on whose behalf Conopco is acting) is required to indemnify Buyer and the Designated Buyers pursuant to clauses (B), (C), (D), (E), (F) or (G) of Section 6.9(a)(i), Taxes imposed on Unilever or its Affiliates for which the Companies, the members of the CMI Group (other than the Companies), or the DiverseyLever Business is primarily liable for any Post-Closing Tax Period (including, in each case, any obligation to contribute to the payment of a Tax determined on a consolidated, combined, unitary or similar basis in respect of a Post-Closing Tax Period, but excluding, for the avoidance of doubt, Taxes borne by Unilever or their Affiliates by virtue of their holding of Shares, their indirect ownership interest in the Companies, the members of the CMI Group (other than the Companies) or the DiverseyLever Business or their holding of Indebtedness of Holdings or any Company), (C) Taxes attributable to any breach of warranty or misrepresentation relating to Section 5.6 hereof (without regard to any dollar limitation contained therein), (D) Taxes arising as a result of any breach of Section 6.9(e) by Buyer, (E) liability of any member of the CMI Group or any of its Affiliates for Taxes for any Pre-Closing Tax Period under any Tax Sharing Agreement entered into prior to the Closing Date, (F) Taxes imposed on, or with respect to, Conopco or any of its Affiliates arising as a result of the failure of any of the Companies to discharge a Tax liability in respect of which Conopco (or any of its Affiliates) has made a payment to Buyer pursuant to this Section 6.9, (G) liability of Buyer or any of its Affiliates (excluding the Companies) for Taxes as a result of ceasing to be a member of a group of companies as a result of the Closing, (H) Taxes imposed on any member of the CMI Group or any of their Affiliates under Article 35 Unilateral Decree 2001 and/or Article 13c Dutch Corporate Income Tax Act 1969 or any similar provision of non-Dutch Tax Law, in relation to recapture of foreign branch losses of a Pre-Closing Tax Period of any member of the CMI Group, and (I) liability of Conopco or its Affiliates for reasonable legal fees and expenses paid to third parties relating to any successful recovery by Conopco or any of its Affiliates from Buyer (or Holdings or any other Designated Buyer) for any item in clauses (A), (B), (C), (D), (E), (F), (G) or (H) above; provided, however, that Buyer (and Holdings and the other Designated Buyers on whose behalf Buyer is acting) shall not be liable under this Section 6.9(a)(ii) for any liability to the extent attributable to or resulting from (1) a breach by Conopco or any of its Affiliates of any covenant described in Section 6.9(f), (2) any failure by Conopco or any of its Affiliates to comply with its obligations under Section 6.9(c) or to afford Buyer the opportunity to participate (to the extent permitted by Applicable Law) as provided by Section 6.9(c), (3) an increase in Tax

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rates or a change in Tax legislation, in each case made after the Closing with retroactive effect; or (4) an item that has been satisfied or compensated for without cost (including Tax Cost) to Conopco or any of its Affiliates; and provided further, that Buyer (and Holdings and the other Designated Buyers on whose behalf Buyer is acting) shall not be liable under this Section 6.9(a)(ii) for any liability to the extent that the liability has been discharged on or before Closing.

(iii)  For purposes of Sections 6.9(a)(i), 6.9(a)(ii), 6.9(a)(iv), 6.9(a)(v) and 6.9(a)(vi), liability for Taxes and Tax Assets for the portion of the Straddle Period ending on, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years, one of which ends on the Closing Date and the other of which begins at the beginning of the day immediately following the Closing Date, and items relating to the Companies, the members of the CMI Group (other than the Companies), the Assets or the DiverseyLever Business for the Straddle Period shall be allocated between the two taxable years on a “closing of the books basis,” provided, however, that save in respect of clause (F) of Section 6.9(a)(i) and clause (G) of Section 6.9(a)(ii), Taxes imposed on a periodic basis with respect to the Companies, the members of the CMI Group (other than the Companies), the Assets, or the DiverseyLever Business, and any exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned ratably on a daily basis. The foregoing allocations shall be determined in a manner consistent with prior practice of or with respect to the relevant Person or asset.

(iv)  (A) Buyer (on behalf of the applicable Designated Buyers) shall pay to Conopco (on behalf of the applicable Sellers) (1) the amount of any refund, abatement or credit of Taxes (in the case of a credit, only as and when a liability of the Buyer or any of its Affiliates to make an actual payment of or in respect of Tax is reduced by reason of that credit) received by Buyer or its Affiliates that is related to the Companies, the Assets or the DiverseyLever Business and is attributable to (I) any Pre-Closing Tax Period or (II) Taxes for which Conopco (on behalf of the applicable Sellers) has previously indemnified Buyer or any Affiliate of Buyer; provided that Buyer (on behalf of the applicable Designated Buyers) shall not be liable to make a payment under this Section 6.9(a)(iv)(A)(1) to the extent that the relevant refund has been received, or the relevant abatement or reduction in the actual payment of or in respect of Tax has occurred, on or before Closing, to the extent that the relevant refund, abatement or reduction has been taken into account in computing the Final DiverseyLever Closing Working Capital Amount or to the extent that the relevant refund, abatement, or credit results from the carry back of a Tax Asset attributable to a Post-Closing Tax Period, and (2) where any provision for Taxes in the DiverseyLever Closing Statement has proved to be an over-provision, the amount of that over-provision. (B) Conopco (on behalf of Share Subscriber) shall pay to Buyer (on behalf of Holdings) one third (or such other portion as is consistent with the principles of Section 11.1(c)(i) (as operated in the manner provided in Section 11.1(c)(iii)) of the amount of any refund, abatement or credit of Taxes (in the case of a credit of Taxes only as and when a liability of Buyer or its Affiliates to make an actual payment of or in respect of Tax is reduced by reason of that credit) received by Buyer or its Affiliates that is related to any member of the CMI Group

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(other than the Companies) and is attributable to (I) any Pre-Closing Tax Period or (II) Taxes for which Buyer (on behalf of Holdings) has previously indemnified Conopco or any Affiliate of Unilever; provided that Conopco (on behalf of Share Subscriber) shall not be liable to make a payment under this Section 6.9(a)(iv)(B) to the extent that the relevant refund has been received, or the relevant abatement or reduction in the actual payment of or in respect of Tax has occurred, on or before Closing, or to the extent that the relevant refund, abatement, or credit results from the carry back of a Tax Asset attributable to a Post-Closing Tax Period. (C) Conopco (on behalf of the applicable Sellers) shall pay to Buyer (on behalf of the applicable Designated Buyers) the amount of any refund, abatement or credit of Taxes (in the case of a credit, only as and when a liability of Conopco or any other member of the Unilever Group to make an actual payment of or in respect of Tax is reduced by reason of that credit) received by Conopco or any other member of the Unilever Group that is related to the Companies, the Assets or the DiverseyLever Business and is attributable to (I) any Post-Closing Tax Period or (II) Taxes for which Buyer (on behalf of the applicable Designated Buyers) has previously indemnified Conopco or any Affiliate of Unilever.

(v)  Conopco (on behalf of the applicable Seller) shall pay to Buyer (on behalf of the applicable Designated Buyer) an amount equal to any reduction in the Taxes otherwise chargeable in respect of any Pre-Closing Tax Period of a Company to the extent that (A) such reduction results from the carry back of a Tax Asset attributable to a Post-Closing Tax Period of any member of the CMI Group and (B) the Taxes so saved would have given rise to an indemnification obligation on the part of Conopco of any of its Affiliates under Section 6.9(a)(i) if they had been paid. For the avoidance of doubt no payment shall be required to the extent that any reduction of Taxes otherwise chargeable in respect of any Pre-Closing Tax Period of a Company results from the utilisation of a Tax Asset attributable to a Pre-Closing Tax Period of any of the Companies or any member of the Unilever Group.

(vi)  Buyer (on behalf of Holdings) shall pay to Conopco (on behalf of Share Subscriber) an amount equal to any reduction in the Taxes otherwise chargeable in respect of any Pre-Closing Tax Period of a member of the CMI Group (other than the Companies) to the extent that (A) such reduction results from the carry back of a Tax Asset attributable to a Post-Closing Tax Period of any member of the CMI Group and (B) the Taxes so saved would have given rise to an indemnification obligation on the part of Buyer or any of its Affiliates under Section 6.9(a)(ii) if they had been paid. For the avoidance of doubt no payment shall be required to the extent that any reduction of Taxes otherwise chargeable in respect of any Pre-Closing Tax Period of a member of the CMI Group (other than the Companies) results from the utilisation of a Tax Asset attributable to a Pre-Closing Tax Period of any member of the CMI Group (other than the Companies).

(vii)  (A)  Buyer shall be entitled to stamp any document that was entered into prior to Closing (1) to which any Company is a party, or (2) which forms part of the title to any asset owned or possessed by any Company at the Closing Date, if, in either case, a stamped original of such document is required to be produced in evidence in a court or to a Governmental Authority by such Governmental Authority, or

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is required to enforce any rights relating to the asset with which the document is concerned. In these circumstances Buyer (acting on behalf of the applicable Designated Buyer) shall be entitled to claim from Conopco (on behalf of the relevant Seller) pursuant to this Agreement the amount required to be paid to the relevant Governmental Authority in order to have that document duly stamped, provided that Buyer shall use its reasonable efforts to minimize the amount payable to the relevant Governmental Authority. (B) If Buyer or any of its Affiliates stamps any document that was entered into prior to Closing (1) to which any member of the CMI Group (other than the Companies) is a party, or (2) which forms part of the title to any asset owned or possessed by any member of the CMI Group (other than the Companies) at the Closing Date, if, in either case, a stamped original of such document is required to be produced in evidence in a court or to a Governmental Authority by such Governmental Authority, or is required to enforce any rights relating to the asset with which the document is concerned, Conopco (acting on behalf of the Share Subscriber) shall be entitled to claim from Buyer (on behalf of Holdings), pursuant to this Agreement, subject to Section 6.9(ix), the amount required to be paid to the relevant Governmental Authority in order to have that document duly stamped.

(viii)  (A)  Conopco shall, and agrees on behalf of each Seller and each of their Affiliates (other than the Companies) that they shall, where relevant, satisfy (by way of an actual payment, utilization of any Relief or otherwise) any Taxes referred to in Section 6.9(a)(i)(A) where such Tax is assessed primarily upon Conopco, such Seller or such Affiliate, as the case may be, and where failure to do so would give rise to a claim by Buyer under Section 6.9(a)(i)(A). Conopco and Buyer agree that to the extent Conopco, a Seller or one of their Affiliates satisfies such Taxes, Conopco (acting for itself or on behalf of the Sellers) shall not be liable to indemnify Buyer or any Affiliate of Buyer for such Taxes. (B) Where, in any provision of this Section 6.9(a), Conopco or a Seller is expressed to be responsible for any Tax or it is provided that any Tax is to be borne by Conopco or a Seller which Tax is not assessed primarily upon Conopco or its Affiliates and Buyer or any Affiliate of Buyer has paid such Tax to the relevant Governmental Authority, Conopco (for itself or on behalf of the applicable Seller) shall pay to Buyer (for themselves or on behalf of the applicable Designated Buyer) an amount equal to such Tax paid by Buyer or its Affiliate, in satisfaction of the obligation of Conopco (or the relevant Seller) under Section 6.9(a)(i). (C) Where, in any provision of this Section 6.9(a), Buyer, Holdings or another Designated Buyer is expressed to be responsible for any Tax or it is provided that any Tax is to be borne by Buyer or another Designated Buyer and Conopco or any Affiliate of Conopco has satisfied such Tax, Buyer (for themselves and on behalf of the applicable Designated Buyer) shall pay to Conopco (for itself or on behalf of the Share Subscriber or the applicable Seller) an amount equal to such Tax paid by Conopco or its Affiliate, in satisfaction of the obligation of Buyer (or the applicable Designated Buyer) under Section 6.9(a)(ii).

(ix)  Amounts payable by Buyer pursuant to Sections 6.9(a)(ii)(A), (C), (E), (G), and (H) and Section 6.9(a)(vii) shall be adjusted in the manner provided in Section 11.1(c)(i) (as operated in the manner provided in Section 11.1(c)(iii)) to reflect the Unilever Group’s ownership interest in Buyer. Such amounts, as so adjusted, and other amounts owed pursuant to Section 6.9(a)(i), (ii) or (vii) (each, a “Tax Indemnity

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Amount”) shall be due and payable (1) to the extent not deferred pursuant to Section 11.8(b), within fifteen (15) days of receipt of written notice from the party requesting payment stating that a loss has been paid by such party and setting forth in reasonable detail the calculation of the amount thereof and of the payment requested and (2) to the extent deferred pursuant to Section 11.8(b) as provided therein. Payments owed pursuant to Section 6.9(a)(iv) shall be due and payable (1) within fifteen (15) days of receipt in the case of a refund, (2) within fifteen (15) days of an actual reduction in Tax liability in the case of an abatement or credit for Taxes, and (3) within forty-five (45) days of the expiry of the applicable statute of limitations in the case of an overprovision for Taxes, or at such earlier time as Buyer or Conopco reasonably determines that an overprovision exists (subject, in the latter instance, to Conopco’s obligation to repay to Buyer the amount paid in respect of such overprovision to the extent that Buyer would have to bear the cost of any Taxes such overprovision would otherwise have covered). Payments owed pursuant to Sections 6.9(a)(v) and (vi) shall be due and payable within fifteen (15) days of an actual reduction in Tax liability.

(x)  The amount of any payment made pursuant to this Section 6.9, including any Tax Indemnity Amount deferred pursuant to Section 11.8(b), shall be increased to take account of any net Tax Cost incurred by the recipient or its Affiliates arising from the event giving rise to the payment and the payment (grossed up for such payment) and reduced to take account of any net Tax Benefit realized by the recipient or its Affiliates arising from the event giving rise to the payment and the payment (grossed down for such reduction).

(xi)  Amounts paid by Buyer pursuant to this Section 6.9 that relate to the CMI Business as of the Closing Date (before giving effect to any of the transactions contemplated by this Agreement for that date) (the “Original CMI Business”) shall be adjusted in the manner provided in Section 11.1(c)(ii) (as operated in the manner provided in Section 11.1(c)(iii)) to reflect the Unilever Group’s ownership interest in Buyer.

(xii)  Where an obligation of a party to pay an amount to the other party under this Section 6.9 arises in respect of any matter relating to the DiverseyLever Business as of the Closing Date (before giving effect to any of the transactions contemplated by this Agreement for that date) (the “Original DiverseyLever Business”), the amount due and payable shall be treated as an adjustment to the Purchase Price. Where an obligation of a party to pay an amount to the other party in accordance with the provisions of this Section 6.9 arises in respect of any matter relating to the Original CMI Business, the amount due and payable shall be treated as an adjustment to the Subscription Payment.

(xiii)  Neither Buyer (for themselves or on behalf of the other Designated Buyers) nor Conopco (for itself or on behalf of the Share Subscriber or the Sellers) shall be required to indemnify, defend or hold the other party or any of its Affiliates harmless from and against a Tax that is not an Income Tax under this Section 6.9 unless and until the amount of Tax under this Section 6.9 with respect to any individual claim exceeds $2,500.

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(b)  Tax Returns.

(i)  (A)  To the extent permitted by Applicable Law, Conopco shall prepare and file when due all Tax Returns that are required to be filed by or with respect to the Companies for any Pre-Closing Tax Period (other than any portion of the Straddle Period). Where Applicable Law requires that a Company file such Tax Returns, Conopco shall timely prepare such returns and submit them to Buyer and Buyer shall timely procure that the Company authorizes, signs, files such return with the appropriate Governmental Authority without change and remits to the appropriate Governmental Authority any Taxes due in respect of such Tax Returns. (B) Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to (1) the Companies for any Post-Closing Tax Period and any Straddle Period and (2) the members of the CMI Group (other than the Companies) for any Pre-Closing Tax Period. Buyer shall remit (or cause to be remitted) to the appropriate Governmental Authority any Taxes due in respect of such Tax Returns. At Conopco’s request, Buyer shall submit to Conopco any Straddle Period Income Tax Returns no less than thirty (30) days prior to their respective due dates for Conopco’s review and approval (which approval shall not be unreasonably withheld).

(ii)  (A)  If Conopco reasonably determines that a Company is entitled to file or make a formal or informal claim for refund or an amended Tax Return providing for a refund, abatement or credit with respect to a Pre-Closing Tax Period, Conopco shall be entitled to file or make such claim or amended Tax Return on behalf of such Company; provided, however, that where the filing or making of such claim for refund, abatement or credit or amended Tax Return would involve the carry back of a Tax Asset attributable wholly or partially to a Post-Closing Tax Period in circumstances where no payment in respect of such carry back would be required under Section 6.9(a)(v), Conopco shall not be entitled to file or make such claim or amended Tax Return without the prior written consent of Buyer. (B) If Conopco reasonably determines that a Company is entitled to file or make an amended Tax Return providing for a Tax Asset of any of the Companies attributable to a Pre-Closing Tax Period or a Tax Asset of any member of the Unilever Group attributable to any Tax period, to be used to reduce or eliminate any Taxes which would have otherwise given rise to an indemnification obligation on the part of Conopco or any of its Affiliates under Section 6.9(a)(i) if they had been paid, Conopco shall be entitled to file or amend such Tax Return of such Company.

(iii)  If Buyer reasonably determines that a member of the CMI Group (other than the Companies) is entitled to file or make a formal or informal claim for refund or an amended Tax Return providing for a refund, abatement or credit with respect to a Pre-Closing Tax Period, Buyer shall be entitled to file or make such claim or amended Tax Return on behalf of such member of the CMI Group; provided, however, that where the filing or making of such claim for refund, abatement or credit or amended Tax Return would involve the carry back of a Tax Asset attributable wholly or partially to a Post-Closing Tax Period in circumstances where no payment in respect of such carry back would be required under Section 6.9(a)(vi), Buyer shall not be entitled to file or make such claim or amended Tax Return without the prior written consent of Conopco.

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(iv)  Buyer shall not, and shall not permit any of its Affiliates (including the Companies) to, file any amended Tax Return with respect to the Companies for a Straddle Period or Pre-Closing Tax Period without the prior written consent of Conopco; provided that such consent shall not be required where such amended Tax Return would solely affect the portion of a Straddle Period after the Closing Date.

(v)  No Tax Return described in this Section 6.9(b) shall be prepared by Buyer or Conopco, as the case may be, in a manner not reasonably consistent with past practice, or with a change of any material election or accounting method, if such inconsistency or change would have the effect of benefiting any member of the CMI Group or any member of the Unilever Group and would have a materially detrimental effect on a member of the other group, provided that this Section 6.9(b)(v) shall not apply to a legal position taken by Buyer for a Post-Closing Tax Period different from a legal position previously taken by Conopco in a Pre-Closing Tax Period if Buyer’s legal position does not result in a change in the treatment of the timing of income or a deduction, taken (or that could be taken) with respect to a Company on a Tax Return for a Pre-Closing Tax Period, in each case, with respect to a specific transaction that was completed, or a specific asset that was owned on or before, the Closing Date.

(vi)  This Section 6.9(b) is subject to the provisions in Sections 6.9(m) and 6.9(n) below.

(c)  Contests.    Buyer or Conopco (acting for themselves or itself, or for the other Designated Buyers, Holdings, the Share Subscriber or the Sellers, as the case may be, in each such case, the “indemnified party”), shall notify the other party (acting for themselves or itself, or for the other Designated Buyers, Holdings, the Share Subscriber or the Sellers, as the case may be, in each such case, the “indemnifying party”) in writing upon receipt by the indemnified party or any of its Affiliates of notice of any proposed audit, assessment, claim or Legal Proceeding involving Taxes for which the indemnifying party would be required to indemnify the indemnified party pursuant to paragraph (a) of this Section 6.9; provided, however, that a failure to give such notice will not affect the indemnified party’s right to indemnification under this Section 6.9 except to the extent that the indemnifying party has been actually prejudiced as a result of such failure. The indemnifying party shall control any proposed Tax audit, assessment, claim or Legal Proceeding for which the indemnifying party would be required to indemnify the indemnified party pursuant to paragraph (a) of this Section 6.9, provided that the indemnifying party has acknowledged in writing its liability to indemnify the indemnified party against the full amount of any adjustment which may be made as a result of such audit, assessment, claim or Legal Proceeding. With respect to a proposed Tax audit, assessment, claim or Legal Proceeding for which either Conopco or its Affiliates, on the one hand, and any of Buyer or their Affiliates, on the other hand, could be liable, (i) both Buyer and Conopco may participate in such audit, assessment, claim or Legal Proceeding (at their own expense and to the extent permitted by Applicable Law), and (ii) the audit, assessment, claim or Legal Proceeding shall be controlled by the party whose group has the larger potential Tax obligation or, where that party cannot be determined, Buyer. In the case of any Tax audit, assessment, claim or Legal Proceeding governed by this Section 6.9(c) the controlling party shall have the exclusive authority to settle or compromise such audit, assessment, claim or Legal Proceeding; provided, however, that neither Buyer nor Conopco shall enter into any compromise

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or agree to settle any audit, assessment, claim or Legal Proceeding in a manner that would adversely affect the other party or its Affiliates without the written consent of the other party, which consent may not be unreasonably withheld.

(d)  Cooperation.    Buyer and Conopco shall cooperate and share all required information in order to timely file all Tax Returns and for the timely preparation of any audit, and for the prosecution or defense of any assessment, claim, or Legal Proceeding relating to any proposed adjustment. Buyer and Conopco shall retain or cause to be retained all Books and Records pertinent to the Companies and Buyer shall retain or cause to be retained all Books and Records pertinent to the members of the CMI Group (other than the Companies), in each case, until the applicable period for assessment (giving effect to any extensions or waivers) has expired, and to abide by or cause the abiding with all record retention agreements entered into with any Governmental Authority. After the Closing, Buyer shall give Conopco reasonable notice prior to transferring, discarding or destroying any such Books and Records relating to Tax matters and, if Conopco so requests and at Conopco’s expense, Buyer shall allow Conopco to take possession of such Books and Records. Buyer and Conopco shall cooperate with each other in the conduct of any audit, assessment, claim or Legal Proceeding involving the Companies for any Tax purpose and each shall execute and deliver such powers of attorney and other documents as are necessary and appropriate to carry out the intent of this subsection. After the Closing, subject to Conopco (acting on behalf of itself, the Share Subscriber and the Sellers) executing a confidentiality agreement in a form agreeable to both Conopco and Buyer, Buyer shall provide or procure the provision to Conopco (at Conopco’s expense) of copies of any document or documents in the possession of the CMI Group which Conopco establishes to the reasonable satisfaction of Buyer contain(s) information which is necessary for Conopco to establish whether any Tax matter should result in a liability of Buyer (acting for themselves, Holdings and the other Designated Buyers) under this Section 6.9. If Buyer is not reasonably satisfied that the condition for providing a document requested by Conopco is satisfied but is aware that an alternative document does provide the information required by Conopco, Buyer shall (at Conopco’s expense) provide such alternative document. Buyer may, at its discretion, provide an extract of any document (or alternative document) if such extract provides (to Buyer’s reasonable satisfaction) the information required by Conopco. Any such alternative document or extract shall be subject to the terms of any confidentiality agreement referred to herein. Any request for such copy documents shall be made in writing in accordance with Section 12.2. Buyer shall not unreasonably delay in responding to such written request. Buyer shall cause Buyer’s Accountants to certify (as soon as reasonably practicable upon the written request of Conopco and at Conopco’s expense) whether any member of the CMI Group has received any Tax Asset, the receipt of which would give rise to an obligation on the part of Buyer (for themselves or on behalf of Holdings or the other Designated Buyers) to compensate Conopco (for itself or on behalf of the Share Subscriber or the Sellers) pursuant to this Section 6.9 or whether an overprovision for Tax which would give rise to such an obligation has arisen.

(e)  Buyer Tax Actions.

(i)  Buyer (or any other Designated Buyer) in its sole discretion may make, in connection with the purchase of Shares from any Share Seller, an election under Section 338(g) of the Code.

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(ii)  Without the prior written consent of Conopco, Buyer shall not, and shall not permit any of its Affiliates to, take any action on or after the Closing Date, other than in the Ordinary Course of Business (including the sale of any Assets, the distribution of any dividend or the effectuation of any redemption) and other than as provided by this Agreement, that could give rise to or increase the indemnification or other payment obligations of Conopco (for itself or on behalf of Share Subscriber or any Seller, as the case may be) under this Section 6.9.

(iii)  After the Closing, Buyer and its Affiliates (including the Companies) shall not, without the consent of Conopco, voluntarily agree to the waiver or extension of the statute of limitations relating to any Taxes of the Companies for any Pre-Closing Tax Period to the extent that Conopco is expected to bear the burden of any resulting Tax liability under the terms of this Agreement. This Section 6.9(e)(iii) shall not apply to a waiver or extension relating to state or local income or franchise Taxes for a taxable period which conforms to a taxable period that remains open for United States Federal Income Tax purposes.

(f)  Conopco Tax Actions.

(i)  Conopco shall, at Buyer’s request, join Buyer in making an election under Section 338(h)(10) of the Code and any comparable provision of state law in connection with the purchase of Shares in any eligible U.S. corporation.

(ii)  Buyer may request, in connection with the purchase of intangible assets from any Asset Seller that is a U.S. corporation, including a deemed purchase pursuant to a Section 338(h)(10) of the Code, that Conopco timely make (or cause the applicable Seller to timely make) an election under U.S. Treasury Regulation Section 1.197-2(h)(9)(iii), in which event the applicable Seller shall recognize gain on the disposition of the assets, pay U.S. income tax on such gain at the highest marginal income Tax rate, and satisfy all requirements of U.S. Treasury Regulation Section 1.197-2(h)(9), including the notification requirements set forth in subparagraph (vi) thereof. Any such request by Buyer shall be accompanied by a list of intangible assets to which such election is to apply and Buyer’s proposed allocation of Purchase Price to each such asset. Conopco shall either (A) make such election in accordance with Buyer’s request or (B) as soon as practicable after receipt of Buyer’s request notify Buyer that it has reasonably determined that one or more assets on Buyer’s list are not subject to the limitations of U.S. Treasury Regulation Section 1.197-2(h) or that Buyer’s proposed allocation is unreasonable (or both), in which event the parties shall make a good faith effort to agree on a list of assets and on an allocation for such election and Conopco shall make such election in accordance with such agreement.

(iii)  On or before the Closing Date, Conopco shall provide Buyer with a schedule that sets out the full details of all claims for Relief, appeals against assessments to Tax, and applications for the postponement or disclaimer of Taxation or of any Relief that Conopco reasonably believes at the Closing Date must be made or taken by any Company after the Closing Date but before the date that is 90 days after the

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Closing Date and that, in each case, would reasonably be expected to involve Taxes in excess of $250,000.

(iv)  Without the prior written consent of Buyer, Conopco shall not, and shall not permit any of its Affiliates to, take any action on or before the Closing Date, other than in the Ordinary Course of Business (including the sale of any Assets, the distribution of any dividend or the effectuation of any redemption) and other than as provided by this Agreement, that could give rise to or increase any indemnification or other payment obligations of Buyer (for themselves or on behalf of Holdings or any other Designated Buyer, as the case may be) under this Section 6.9.

(g)  Tax Sharing Agreements.    All Tax Sharing Agreements between any member of the Unilever Group and any of the Companies shall be terminated as of the Closing Date, and after such date neither such member of the Unilever Group nor such Company shall have any further rights or liabilities thereunder against the other with respect to any Tax period.

(h)  Disputes.    If the parties disagree as to any matter under this Section 6.9, the dispute shall be submitted to the Accountant within five days of the date on which the need to choose the Accountant arises. The Accountant shall resolve any disputed items within 20 days of having the item referred to it pursuant to such procedures as it may require. The parties shall promptly act to implement the decision of the Accountant. The costs, fees and expenses of the Accountant shall be borne by each party to the extent the position of the other party is upheld.

(i)  Survival.    Notwithstanding anything herein to the contrary, the provisions of this Section 6.9 shall survive until the date that is forty-five days following the expiration of the applicable statute of limitations (and any waivers or extensions thereof).

(j)  IRS Supplemental Letter Ruling.    Each of Buyer and Conopco shall cooperate in making such modifications to the terms and conditions of this Agreement and the Ancillary Documents as may be reasonably necessary to obtain the supplemental letter ruling requested by Buyer’s letter, dated August 28, 2001 to the Internal Revenue Service; provided, however, that neither Buyer nor Conopco shall be required to make any modification that would adversely affect the CMI Business, the DiverseyLever Business or the relative rights and benefits of Buyer and Conopco hereunder (as the case may be).

(k)  VAT.

(i)  Conopco and Buyer shall use all reasonable endeavors to procure that the supply of those Assets under this Agreement which would otherwise be chargeable to VAT (but for the sale being treated, for the purposes of applicable VAT legislation, as a transfer of all or part of the assets of a business as a going concern as hereinafter mentioned) and which Conopco and Buyer consider should qualify as a transfer of all or part of the assets of a business as a going concern for the purposes of applicable VAT legislation is so treated by the relevant Governmental Authority, except that:

(A)  neither Conopco nor Buyer nor any of their Affiliates shall be required by virtue of this paragraph to make any appeal to any court

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against any determination of the relevant Governmental Authority that that sale does not fall to be so treated; and

(B)  in circumstances where it is open to an Asset Seller (or to any member of a VAT group of which that Asset Seller is a member), either with or without the co-operation or agreement of any other person, to make an election or to exercise an option as to whether or not the supply of a particular Asset by that Asset Seller is chargeable to VAT and the person acquiring that Asset (or any member of the VAT group of which that person is a member) would be entitled to recover (by way of a credit or repayment) an amount equal to the whole of any sum paid in respect of VAT on that supply:

(1)  the relevant Asset Seller (or member of the VAT group of which that Asset Seller is a member) will be entitled to elect or opt for the supply of that Asset to be chargeable to VAT;

(2)  the person acquiring that Asset (and any other relevant member of the VAT group of which that person is a member) will make any election or exercise any option (and make any consequent filings) that may be necessary in order to give effect to the election or option made or exercised by the Asset Seller (or member of the VAT group of which that Asset Seller is a member); provided, however, that Conopco has notified Buyer in writing no later than 15 days prior to the last date such election or option may be made or exercised under the applicable VAT legislation; and

(3)  in applying this Section 6.9(k) such Asset shall be deemed to be a Asset not referred to in this Section 6.9(k)(i).

(ii)  (A)  Buyer declares that it (or, if the Assets referred to in Section 6.9(k)(i) are acquired by another person, that other person) is or will as a result of such acquisition become a taxable person for the purposes of VAT and Buyer undertakes to ensure that Buyer or such other person is either duly registered for VAT purposes in the relevant jurisdiction or jurisdictions or a member of a group of companies for VAT purposes of which the representative member is duly registered for those purposes in the relevant jurisdiction or jurisdictions, in either case by the Closing, and Buyer declares that Buyer or such other person shall upon and immediately after the Closing use the Assets referred to in Section 6.9(k)(i) to carry on the same kind of business (whether or not as part of any existing business of Buyer or such other person) as that carried on by the relevant Asset Seller or Asset Sellers in relation to the Assets referred to in Section 6.9(k)(i) owned by such Asset Seller or Asset Sellers before the Closing.

(B)  Where Conopco or any of its Affiliates has made an election to waive an exemption from VAT in respect of any Asset or has opted for the supply of any Asset to be subject to VAT and, in order for

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the supply of that Asset under this Agreement to be treated as a transfer of all or part of a business as a going concern for the purposes of the applicable VAT legislation by the relevant Governmental Authority, it is necessary for the recipient of the supply of the Asset under this Agreement to make an election to waive an exemption from VAT in respect of that Asset or to exercise an option for the supply of the Asset to be subject to VAT, the Buyer undertakes that it will, or shall ensure that the relevant Designated Buyer or other appropriate member of the CMI Group will, make (and not revoke) such election or exercise (and not revoke) such option at its own cost in the manner and within the time required by the applicable VAT legislation and shall provide to Conopco a copy of such election or option and of any acknowledgement received from the relevant Governmental Authority; provided, that the Buyer shall only be under such an obligation if Conopco has notified the Buyer in writing of the need for it or the relevant Designated Buyer to make such election or exercise such option, as the case may be, no later than 15 days prior to the last date such election can be made or such option can be exercised, as the case may be, within the time required by the applicable VAT legislation for the supply of the relevant Asset to be treated as a transfer of all or part of a business as a going concern.

(iii)  Conopco or its relevant Affiliate shall request the relevant Governmental Authority so to direct in accordance with applicable VAT legislation that it may retain all those records of the DiverseyLever Business which under any relevant VAT legislation are required to be preserved after the Closing and to the extent permitted by such Governmental Authority shall retain and preserve such records. Buyer or its relevant Affiliate shall render all reasonable assistance to Conopco in connection with such a request.

(iv)  Conopco or its relevant Affiliate shall for such period as may be required by Applicable Law preserve all the records of the DiverseyLever Business that it is entitled to retain pursuant to Section 6.9(k)(iii) and, upon being given reasonable notice by Buyer or its agents, Conopco shall make those records available to Buyer or its agents for inspection or copying (at Buyer’s expense).

(v)  If, notwithstanding the provisions of Section 6.9(k)(i), the relevant Governmental Authority shall determine that VAT is chargeable in respect of the transfer of all or any of the Assets referred to in Section 6.9(k)(i) under this Agreement, Conopco shall notify Buyer of that determination within fifteen Business Days of its or its relevant Affiliate being so advised by the relevant Governmental Authority and Buyer (on behalf of the relevant Designated Buyer or Designated Buyers) shall pay to Conopco (on behalf of the relevant Asset Seller or Asset Sellers) by way of an addition to the Purchase Price a sum equal to the amount of VAT determined by the relevant Governmental Authority to be so chargeable within five Business Days of Conopco notifying Buyer of that determination (against delivery by Conopco, on behalf of the relevant Asset Seller or Asset Sellers, of an appropriate tax invoice for VAT purposes) save that Conopco (or the relevant Asset Seller) shall be responsible for and shall pay increased interest and/or

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penalties in relation to the VAT chargeable incurred in respect of any period following notification by the Governmental Authority to Conopco or its relevant Affiliate and shall indemnify the Buyer (or the relevant Designated Buyers) against such interest and/or penalties.

(vi)  At the Closing, Buyer (on behalf of the relevant Designated Buyer) shall pay to Conopco (on behalf of the relevant Asset Seller or Asset Sellers) by way of an addition to the Purchase Price for the Assets a sum equal to the amount of any VAT chargeable on the transfer of the Assets which are not referred to in Section 6.9(k)(i) against delivery by Conopco (on behalf of the relevant Asset Seller or Asset Sellers) of an appropriate tax invoice for VAT purposes.

(vii)  Conopco shall ensure that any Company which, prior to the Closing, is treated (for the purposes of applicable VAT legislation) as constituting, together with one or more other persons, a single taxable person in any jurisdiction (a “VAT Group”) will be excluded from that VAT Group with effect from the Closing.

(viii)  Where any part of the DiverseyLever Business is being carried on by any of the Companies which are members of a VAT Group, Conopco shall arrange for all VAT returns for such VAT Group for any period prior to the Closing to be prepared and submitted to the relevant Governmental Authority and Buyer shall procure that the relevant Company or Companies provide to Conopco or their agents all information as may be required for the preparation of such returns.

(ix)  Buyer shall procure that each Company shall promptly upon the written request of Conopco or their agents provide such information (including copies of documents, where relevant) requested by any Asset Seller to enable it to make full replies to any inquiries raised by any relevant Governmental Authority in respect of VAT returns made up to the Closing.

(l)  Limitation on Parties’ Obligations Relating to Taxes.    Neither party (or its Affiliates) shall have any obligation (i) to indemnify, reimburse, hold harmless or otherwise compensate the other party (or its Affiliates) for a breach of any provision of this Agreement, where the matter giving rise to such breach arises out of or relates to Taxes or any other amounts in respect of which, in each case, the other party (or its Affiliates) can claim against the party in breach (or its Affiliates) under this Section 6.9, or (ii) to pay to the other party (or its Affiliates) the amount of any refund, abatement or credit of Taxes to the extent that the other party (or its Affiliates) has already paid an amount relating to such refund, abatement or credit of Taxes to the other party (or its Affiliates) under any provision of this Agreement.

(m)  Joint Ventures.

(i)  Sections 6.9(a)(i), 6.9(a)(ii), 6.9(a)(iv), 6.9(a)(v) and 6.9(a)(vi) shall apply with respect to Taxes (including UK stamp duty) imposed on or Tax Assets of joint venture entities in which Buyer or Conopco (or their respective Affiliates) has an interest pro rata to the proportion of the interest held by the indemnifying party or the relevant Affiliate(s) in the relevant joint venture entity at Closing.

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(ii)  Notwithstanding anything to the contrary in Section 6.9(b), the obligations of Buyer (on behalf of themselves and members of the CMI Group) and Conopco (on behalf of itself and the Sellers) under Section 6.9(b) in respect of joint venture entities in which Buyer, Seller or any of their respective Affiliates has an interest but which are not Controlled Joint Venture Entities shall be confined to using their or its reasonable best efforts to ensure the compliance with Section 6.9(b).

(iii)  For the purposes of this Section 6.9(m), the term “joint venture entities” means any Person in which Buyer, Conopco or their respective Affiliates owns or otherwise controls, directly or indirectly, less than all (not including shares held by nominees) of the outstanding shares of capital stock or other equity or similar interests.

(n)  Delayed Closing.

(i)  Notwithstanding anything to the contrary in Section 6.9(b):

(A)  With respect to each Company to which Section 3.4(d) applies, Conopco shall prepare and file (or cause to be filed) all Tax Returns where a filing in respect of a period ending after Closing is made at a time before it is known whether the Company will ultimately be the subject of a Delayed Closing, and to the extent that Buyer (or one of its Affiliates) would be liable for the Tax on such Tax Return were Delayed Closing to occur, such filing shall be subject to the prior approval of Buyer, such approval not to be unreasonably withheld or delayed;

(B)  With respect to each Company to which Section 3.4(d) applies and which has been the subject of a Delayed Closing, Conopco shall prepare and file (or cause to be filed) all Tax Returns required to be filed in respect of periods ending on or prior to the Delayed Closing and to the extent that Buyer (or one of its Affiliates) is liable for the Tax on such Tax Return, then such filing shall be subject to the prior approval of Buyer, such approval not to be unreasonably withheld or delayed.

(C)  Conopco shall procure that Buyer receives copies of each Tax Return referred to in (A) or (B) not less than 5 days prior to the date by which such Tax Return must be filed with the relevant Governmental Authority.

(ii)  If Delayed Closing does not occur in respect of Shares or Assets to which Section 3.4(d) applies or if the sale, assignment, transfer or delivery of any other Asset or any other Shares does not occur pursuant to this Agreement, no liability under this Section 6.9 shall accrue to Buyer (acting for themselves, Holdings and the other Designated Buyers) or Conopco (acting for itself, Share Subscriber and the other Sellers), in respect of such Assets or Shares and any payment under Section 6.9 in respect of a Delayed Asset or Delayed Share made by Buyer (on behalf of themselves, Holdings and the other Designated Buyers) to Conopco or any of its Affiliates or by Conopco (acting for itself, Share Subscriber and the other Sellers) to Buyer or any of its Affiliates shall be

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refunded upon confirmation that Delayed Closing shall not occur or that the relevant Assets or Shares will not be transferred save to the extent that such payment has been taken into account in calculating any amount payable pursuant to Section 3.4(e).

(o)  Other Agreements.    Any binding agreements between a Company and any other company or companies (including a Company) that is immediately prior to Closing, or has at any other time prior to Closing been, treated for any Tax purposes as a member of the same group of companies as that Company under which such Company is entitled to acquire or dispose of an interest in any asset or receive or provide any service from or to any such company or companies shall, if Buyer so requests no later than fifteen (15) days prior to the Closing Date, be terminated as of the Closing Date as to such Company or Companies and, after such date, such Company or Companies shall have no further rights or obligations thereunder in respect of any Post-Closing Tax Period.

6.10   Removal of Assets.    As soon as reasonably practicable, but in no event later than 180 days after the Closing, Buyer shall arrange to have the Assets and the assets of the Companies set forth on Section 4.8(b) of the DiverseyLever Disclosure Schedule which are located at the premises of a member of the Unilever Group removed from such premises. The costs of segregating and removing such Assets or assets shall be paid by Buyer (or the relevant Designated Buyer) and shall be deemed Transaction Expenses and borne as provided in Section 6.5(b).

6.11   Access to Records After Closing.    (a) Without prejudice to the provisions of Section 11.9(d) (relating to Retained Litigation), which shall prevail with respect to any Retained Litigation and any Documents related thereto, for a period of seven years after the Closing Date (or such longer period as may be required by Applicable Law or Section 9.5 of the 1996 Agreement (as defined below)), a limited number of employees and representatives of Unilever and its Affiliates (and such other Persons as are entitled to inspect and/or copy such DiverseyLever Books and Records pursuant to Section 9.5 of the Purchase Agreement, dated January 22, 1996, among Diversey Corporation, The Molson Companies Limited, Unilever Canada Limited and Unilever PLC relating to the purchase by the Unilever Group of part of the DiverseyLever Business, as amended (the “1996 Agreement”)), shall have reasonable access during normal business hours to the DiverseyLever Books and Records with respect to periods prior to the Closing Date to the extent that such access (i) may reasonably be required by such Persons in connection with matters relating to or affected by the operations of the DiverseyLever Business prior to the Closing Date and (ii) may be reasonably necessary for financial reporting and accounting matters or the defense of, prosecution of or response required under, or pursuant to, any lawsuit, action or proceeding (including any proceeding involving any member of the Unilever Group or the Companies and any Environmental Matter related to the Assets or the assets of the Companies) or in order to enable the parties to comply with their respective obligations or enforce their rights under this Agreement and the Ancillary Agreements. Buyer shall afford such access upon receipt of reasonable advance notice and during normal business hours; provided, however, that such access shall be organized in a manner as shall not unreasonably disrupt the normal operations of the CMI Business and the DiverseyLever Business taken as a whole, and, except as otherwise provided for in this Agreement, Conopco shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 6.11(a). If Buyer or any other member of the CMI Group shall desire to dispose of any of such Books and

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Records prior to the expiration of such seven-year period (or such longer period as is set forth in the first sentence of this paragraph 6.11(a)), Buyer shall, prior to such disposition, give Conopco a reasonable opportunity, at Conopco’s expense, to segregate and remove such Books and Records as Conopco may elect.

(b)  For a period of seven years after the Closing Date (or such longer period as may be required by Applicable Law), a limited number of employees and representatives of Buyer and the other members of the CMI Group shall have reasonable access during normal business hours to all of the Books and Records which Conopco or any of its Affiliates may retain after the Closing Date to the extent such access (i) may reasonably be required by such Persons in connection with matters related to or affecting the operations of the DiverseyLever Business prior to the Closing Date and (ii) may be reasonably necessary for financial reporting and accounting matters or the defense of, prosecution of or response required under, or pursuant to, any lawsuit, action or proceeding (including any proceeding involving any member of the CMI Group (including the Companies) and any Environmental Matter related to the Assets or the assets of the Companies) or in order to enable the parties to comply with their respective obligations or enforce their rights under this Agreement and the Ancillary Agreements. Conopco shall afford such access upon receipt of reasonable advance notice and during normal business hours; provided, however, that such access shall be organized in a manner as shall not unreasonably disrupt the normal operations of the members of the Unilever Group taken as a whole and, except as otherwise provided for in this Agreement, Buyer and each other member of the CMI Group shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.11(b). If Conopco or any of its Affiliates shall desire to dispose of any of such Books and Records prior to the expiration of such seven-year period, Conopco shall, prior to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such Books and Records as Buyer may elect.

(c)  Following the Closing, Conopco shall provide to Buyer, at Conopco’s cost and expense, copies of (i) the Real Property Documents, (ii) such portions of the Unilever Group’s intranet as relate exclusively to the DiverseyLever Business other than as relates to the Unilever Consumer Brands Business, (iii) the Excluded Documents, to the extent provided for in the definition thereof, and (iv) such portions of documents of the members of the Unilever Group as directly relate to the DiverseyLever Business and which are necessary for the operation of the DiverseyLever Business.

6.12   Replacement of Guaranty Obligations.    As at and following the Closing Date and without prejudice to Conopco’s rights under Section 11.1(b)(iv) or Buyer’s rights under Article XI, Buyer agrees to use its reasonable best efforts in cooperation with Conopco to substitute Buyer’s bonds, guaranties, letters of credit, indemnities, assurances, comfort letters and other arrangements similar to the foregoing for Conopco’s or its Affiliates’ bonds, guaranties, letters of credit, indemnities, assurances, comfort letters or such similar arrangements which would or do remain in force as at and after the Closing Date and to the extent given on behalf of or for the benefit of the DiverseyLever Business under the agreements set forth in Section 4.9(a)(v) of the DiverseyLever Disclosure Schedule and under such further agreements to which Conopco or any member of the Unilever Group is a party and of which Conopco notifies Buyer after the date hereof (collectively “Unilever Guarantees”); provided, however, that [**]

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(b) Buyer shall not be obligated to assume, or indemnify any Unilever Indemnified Party under Section 11.(b)(iv) with respect to, any Unilever Guarantee that is not on Section 4.9(a)(v) of the DiverseyLever Disclosure Schedule if Buyer’s assumption of the Unilever Guarantees would reasonably be expected to give rise to any adverse impact on Buyer’s ability to consummate the transactions contemplated by the Financing (or to cause such transactions to be consummated), (c) Buyer shall have no liability under the Unilever Guarantees for any Costs in excess of the underlying obligations of the DiverseyLever Business and (d) Buyer shall not be required to pay any amount to any third Person or incur any costs or obligations in connection with its assumption of any Unilever Guarantee additional to such assumption other than (i) a nominal filing application or similar cost or fee, and (ii) nominal amounts to cover processing and review by third parties of such consents or amendments, including de minimis amounts of attorneys’ fees. Such substitution shall include the assumption by Buyer of, and the release, without prejudice to any rights Buyer may have under Article XI, of Conopco and its Affiliates of all of their respective obligations under, each of the Unilever Guarantees. Buyer and Conopco agree that, in relation to The Netherlands, the Unilever Guarantees shall include the guarantee given by Unilever NV pursuant to Section 403 paragraph 1 sub f Book 2 of the Dutch Civil Code in respect of those of the Companies incorporated in The Netherlands. Unilever NV shall release that guarantee at Closing and Buyer shall give or procure the giving of such guarantee or guarantees as are required in order to allow Unilever NV to release such guarantee at that time.

6.13   Non-Solicitation.    Conopco will not, and will not permit any of its Affiliates to, directly or indirectly, (a) during the two year period following Closing, solicit the employment of, attempt to employ, or employ any Transferred Employee classified Unilever work level 3 prior to Closing, (b) during the three year period following Closing, solicit the employment of, attempt to employ or employ any Transferred Employee classified Unilever work level 4 or above prior to Closing, or (c) during the period beginning on the date of this Agreement and ending on the Closing Date, solicit the employment of, attempt to employ or employ, other than in the DiverseyLever Business, any individual employed by any Company or by any member of the Unilever Group, 80% or more of whose employment and responsibilities relate to the DiverseyLever Business, including any employees whose employment responsibilities relate exclusively to the distribution, sales and marketing of the Unilever Consumer Brands Business, but excluding the Excluded Employees; provided, however, that the foregoing will not prohibit (i) hiring pursuant to a general solicitation to the public or general advertising, (ii) Conopco or one of its Affiliates that is under Unilever’s control from employing any Transferred Employee that is terminated by Buyer or any other member of the CMI Group following the Closing Date or (iii) employing any individual specified in Schedule 6.13 who exercises, without solicitation by Conopco or its Affiliates, the return to Unilever guarantee referred to in that Schedule.

6.14   Exclusivity.    From the date hereof until the Closing Date or the earlier termination of this Agreement, Conopco shall not, and shall not authorize or permit Unilever to, nor shall it authorize or knowingly permit any other member of the Unilever Group, any Company or any officer, director, employee, agent, investment banker, attorney, financial advisor or other representative of any member of the Unilever Group or any Company to, directly or indirectly (a) solicit or initiate any inquiries or the submission of any offers or proposals that constitute or may reasonably be expected to lead to an Acquisition Proposal from any third party or engage in

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any negotiations relating thereto or (b) provide or permit any third party making an Acquisition Proposal to have access to information regarding the DiverseyLever Business, the Companies or the Assets contained in, or of the character contained in, the DiverseyLever data room. Upon the execution of this Agreement, Conopco shall, and shall cause each member of the Unilever Group and each Company to, cease, or cause to be ceased, any discussions or negotiations with any Person in connection with any proposed or potential Acquisition Proposal and shall request the prompt return to Unilever, or destruction of, any confidential information provided in connection with any such discussions or negotiations.

6.15   Further Assurances.    From time to time, as and when requested by any party, each of the parties hereto shall, and shall cause its Affiliates to, at its expense except as otherwise expressly provided in this Agreement, including Article XI hereof, execute such documents and other instruments (including individual country assignments of the Intellectual Property) and take such further actions (subject to Section 6.6) as may be reasonably required to carry out the provisions hereof and consummate and evidence the transactions contemplated hereby or, at and after the Closing Date, to evidence the consummation of the transactions contemplated by this Agreement, including executing and delivering or causing to be executed and delivered to the other party such assignments, deeds, bills of sale, assumption agreements, consents and other instruments of transfer or assumption as the other party or its counsel may reasonably request as necessary for such purpose (it being understood that any such assignment, deed, bill of sale, assumption agreement, consent or other instrument of transfer or assumption shall not provide for any representations, warranties, obligations or liabilities that are not provided for in this Agreement), take such actions as are required to remedy any inaccuracies of the type described in the first sentence of, in the case of Conopco, Section 4.2(a), and in the case of Buyer, Section 5.2(a). Without limiting the generality of the foregoing, Conopco shall and shall cause each Seller to, at Conopco’s cost and expense (a) cooperate with Buyer to enable Buyer to record individual country assignments of the Intellectual Property (including making available accurate and complete records, to the extent such records are in the possession or under the control of any member of the Unilever Group, regarding the record and beneficial ownership of the assigned rights), (b) prepare, execute and file, using reasonable efforts to accomplish such filings reasonably promptly, such instruments and assignments as shall be necessary to record title in such rights in such member of the Unilever Group as is the beneficial owner and otherwise cure, using reasonable efforts to accomplish such cure reasonably promptly, any defects or irregularities in the chain of title for such Intellectual Property, save that these provisions shall not require a member of the Unilever Group to record title to DiverseyLever International B.V. except pursuant to any written assignment to DiverseyLever International B.V., and (c) take such actions as may be necessary to obtain the waivers of pre-emptive rights and rights of first refusal set forth in Section 4.2(c) of the DiverseyLever Disclosure Schedules.

6.16   Tax Certificates; Withholding Tax.    (a)  At Closing, Conopco shall, and shall cause each of the Sellers to furnish to Buyer (i) an affidavit of non-foreign status in the case of Sellers that are United States corporations that complies with Section 1445 of the Code and (ii) any tax clearance certificates or similar documents required by any Governmental Authority, available at or before Closing, in order to relieve Buyer (and each of the Designated Buyers on whose behalf Buyer is acting) of any obligation to withhold any portion of the Purchase Price or any adjustments to the Purchase Price (including interest thereon) (including IRS Form W-8BEN or similar documents provided for under non-United States law, but excluding any form that

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Conopco or the relevant Seller is not entitled to file). Buyer (acting for themselves or the Designated Buyers) shall withhold all amounts required by Applicable Law to be withheld from the Purchase Price or adjustments thereto, including amounts required to be withheld because Conopco cannot obtain a withholding certificate prior to the time such withholding is required.

(b)  At Closing, Buyer shall, and shall cause each Designated Buyer to, furnish Conopco any tax clearance certificates or similar documents required by any Governmental Authority (and available at or before Closing) in order to relieve Conopco (acting on behalf of the Share Subscriber or the Sellers) of any obligation to withhold any portion of the Subscription Payment or any adjustments to the Purchase Price (including interest thereon).

6.17   The Financing.

(a)  Buyer shall use its reasonable best efforts (including preparing the necessary offering and other marketing materials, participating in due diligence and marketing efforts and negotiating definitive loan documentation therefor providing for terms no more onerous than those set forth in the Bank Commitment or the Bridge Commitment, as the case may be) to obtain the Financing by Closing; provided, however, that Buyer shall not be required to enter into or effect any Financing on terms materially less favorable to Buyer than those set forth in the Bank Commitment or the Bridge Commitment, as the case may be, or otherwise on any other terms that are not reasonably acceptable to Buyer. Subject to the provisions of this Section 6.17(a), Buyer acknowledges that it will exercise its reasonable best efforts pursuant to this Section 6.17(a) by supporting the calculation of the “consolidated adjusted EBITDA” as used in the Commitments using the adjustments set forth on Attachment 2 attached to the Bridge Commitment (including for the sales agency arrangements); provided that (1) written explanations and other detailed support (the “Supporting Information”) for the EBITDA adjustments of the DiverseyLever Business shall have been provided to the Buyer and such Supporting Information is reasonably satisfactory to the Buyer; (2) the appropriate modifications due to passage of time for each subsequent LTM Period shall have been made and agreed to by the Buyer; (3) any other changes to such EBITDA adjustments shall be subject to the approval of the Buyer; and (4) the accountants of the Company and the DiverseyLever Business shall have agreed to provide acceptable levels of comfort for each adjustment, to be determined in the reasonable discretion of the lenders, and the lenders shall have received written evidence thereof; provided that no such comfort shall be provided on the “net corporate cost adjustment” or the estimated ongoing costs included therein (other than on the “gross” corporate cost amount from which such net adjustment is derived). This Section shall have no effect on any other provisions of this Agreement or have any collateral impact, including under Section 4.4 and Schedule 3.8. Buyer’s obligations pursuant to this Section shall be subject to the exercise of due diligence by Buyer and compliance by Buyer with requirements of Applicable Law, including the U.S. securities laws.

(b)  Buyer shall not amend, supplement or modify the terms or conditions of the Commitments (i) in a manner that would have a material adverse effect on Conopco’s obligations under the Unilever Financing Agreement or (ii) so as to cause the Total Leverage Ratio (as defined in the Bank Commitment) to exceed 4.6.

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(c)  Buyer hereby agrees to deliver to Conopco definitive credit agreements and related documentation relating to the Bank Commitment and the Bridge Commitment, as and when executed.

(d)  In the event that the Bank Commitment or the Bridge Commitment, or either of them, are terminated for any reason other than as a result of Conopco’s breach of Sections 6.5, 6.6, 6.7, 6.15 and 6.17(e), Buyer will use its reasonable best efforts, until the Walk-Away Date, to obtain alternate financing for the transactions contemplated by this Agreement as soon as practicable on terms reasonably acceptable to Buyer, but Buyer shall not be required to enter into or effect any alternate financing on terms or conditions which would be, in its reasonable judgment, materially less favorable to Buyer than those in the Bank Commitment or the Bridge Commitment, as the case may be; provided, however, that if the Bank Commitment or the Bridge Commitment, or either of them, expire or are terminated or the financing described in Section 8.3(g) cannot be consummated on account of Conopco’s breach of this Agreement or the failure of the representations and warranties of Conopco to be true and correct, Conopco shall pay (x) all reasonable out-of-pocket costs incurred by Buyer in attempting to obtain such alternate financing, and (y) all reasonable commitment or similar fees for obtaining such alternate financing, but, as to (y) only, in amounts not in excess of those amounts previously paid for the Bank Commitment or the Bridge Commitment, as the case may be (less any refunds, rebates, reimbursements or credits for such commitment or similar fees). If the Bank Commitment or the Bridge Commitment expires or is terminated for any reason, Buyer will promptly notify Conopco of such expiration or termination and the reasons therefor.

(e)  Conopco shall, and shall cause the Companies and the other members of the Unilever Group to, reasonably cooperate with and assist Buyer in all reasonable respects in the obtaining of the Financing and the preparation of the Disclosure/Offering Documents; provided that, except as otherwise provided in this Agreement or the Unilever Financing Agreement, such cooperation and assistance will not require (i) Conopco, the Companies or any other member of the Unilever Group to make any representation or warranty, enter into any agreement, incur any liability or other obligation (other than its own reasonable out-of-pocket costs in rendering such cooperation and assistance, including those associated with the use by such Person, at its election, of its own advisors, including legal and financial advisors), or (ii) representatives of Conopco, the Companies or any other member of the Unilever Group (other than a limited number of employees of the DiverseyLever Business) to participate in any roadshows or other investor or lender meetings. Without limiting the foregoing, Conopco shall provide Buyer with the audited and unaudited financial statements relating to the DiverseyLever Business and the Unilever Consumer Brands Business described in Section 4.4(c), (d) and (e) within the period described in Section 6.21, and, to the extent required to be or customarily included in documents for the transactions or submissions similar to those contemplated by the definition of the term “Disclosure/Offering Documents,” selected financial information (with respect to periods covered by and derivable from such financial statements) and statistical information with respect to the DiverseyLever Business and the Unilever Consumer Brands Business and the Unilever Consumer Brands Business for any periods prior to the Closing Date. Conopco shall also provide to Buyer such additional audited and unaudited financial statements relating to the DiverseyLever Business and the Unilever Consumer Brands Business as Buyer shall advise Conopco it will require for inclusion in the Disclosure/Offering Documents as a result of the Closing not having occurred by December 31, 2001 as, and at such times as, are set

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forth on Schedule 6.17(e) attached hereto. In addition, Conopco shall make appropriate personnel of Conopco and of the DiverseyLever Business reasonably available (upon reasonable advance notice to permit scheduling) and during normal business hours to review, comment upon and discuss such financial statements of the DiverseyLever Business and the Unilever Consumer Brands Business, selected financial information (with respect to periods covered by and derivable from such financial statements) and such statistical information, the management’s discussion and analysis of the results of operations and cash flows of the DiverseyLever Business and the Unilever Consumer Brands Business for any periods prior to the Closing Date, and such other matters relating to the DiverseyLever Business and the Unilever Consumer Brands Business (as they existed prior to the Closing Date) as shall be included in the Disclosure/Offering Documents, in each case to the extent customarily included or reasonably required for a successful marketing, in the judgment of the initial purchasers of the High Yield Notes or the lenders of the Financing. Conopco shall also use its reasonable best efforts to facilitate any due diligence conducted by third parties on the DiverseyLever Business and the Unilever Consumer Brands Business in connection with the Financing or the offering or resale of the Notes or the High Yield Notes and will use its reasonable best efforts to cause Conopco’s Accountants to deliver customary “comfort” letters in connection with such financial statements of the DiverseyLever Business and the information with respect to the DiverseyLever Business and the Unilever Consumer Brands Business included in the offering documents related to the Rule 144A Offering or the offering or resale of the Note and, if and to the extent necessary to market and sell the High Yield Notes outside of North America, to deliver a customary “long form” due diligence report on the DiverseyLever Business and to make appropriate personnel of such auditors reasonably available (upon reasonable advance notice to permit scheduling) and during normal business hours to discuss such financial information relating to the DiverseyLever Business and the Unilever Consumer Brands Business included in the Financing documents and the offering documents related to the Rule 144A Offering or the offering or resale of the Note. Any and all costs incurred in connection with the delivery of such “comfort” letters and “long form” due diligence report, if any, shall be paid as to 10/13 by Buyer, on the one hand, and as to 3/13 by Conopco, on the other hand. Conopco shall use its reasonable best efforts to cause its independent auditors to furnish such consents as may be necessary for the inclusion of such financial statements of the DiverseyLever Business audited by them in the Disclosure/Offering Documents and, subject to Section 6.7, will take such actions and provide Buyer and its advisors such reasonable access to information related to the DiverseyLever Business and the Unilever Consumer Brands Business as is reasonably required to enable Buyer to consummate the Financing. Conopco shall also execute and deliver at Closing such instruments of discharge and other appropriate documents, in form and substance reasonably acceptable to Buyer, discharging all loans or other obligations for Indebtedness owed by any of the Companies to any member of the Unilever Group, duly executed by such member of the Unilever Group as may be reasonably required, in the judgment of the senior lenders, in order to consummate the Financing.

(f)  For the avoidance of doubt, Buyer shall have no liability under this Agreement, including this Section 6.17, relating to the Financing or the Rule 144A Offering or the failure to obtain or satisfy conditions under the Financing or the Rule 144A Offering to the extent relating to or arising out of the failure of Conopco to perform its obligations under this Agreement, or the failure of Conopco to deliver information requested by, or to satisfy a condition of, the lenders involved in the Financing.

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6.18   Confidentiality.    (a)  Conopco shall, and shall cause each member of the Unilever Group and their officers, employees, representatives, consultants and advisors to, hold in confidence and not use any confidential information which remains after Closing in the possession of Conopco or any member of the Unilever Group to the extent it relates exclusively to the DiverseyLever Business or the Assets; provided, however, that nothing in this Section 6.18(a) shall limit any member of the Unilever Group’s rights under the Transferred Technology License Agreement; provided, further, that nothing in this Section 6.18 shall limit in any way the provisions of the Non-Competition Agreement. Conopco shall not, and shall cause each member of the Unilever Group and their officers, employees, representatives, consultants and advisors not to, release or disclose any confidential information to any Person other than Buyer and its authorized representatives. Notwithstanding the foregoing, the confidentiality obligations of this Section 6.18(a) shall not apply to information:

(i)  which Conopco or any member of the Unilever Group or any of their respective officers, employees, representatives, consultants or advisors is required to disclose by judicial or administrative process, or by other requirements of Applicable Law or any Governmental Authority; provided that where and to the extent practicable the disclosing party gives the other party reasonable notice of any such requirement and the opportunity to seek appropriate protective measures and cooperates with such party in attempting to obtain such protective measures;

(ii)  which becomes available to the public other than as a result of a breach of this Section 6.18(a) or the Confidentiality Agreements;

(iii)  which has been provided to Conopco, any member of the Unilever Group or any of their respective officers, employees, representatives, consultants or advisors by a third party who obtained such information other than from such Person or other than as a result of a breach of this Section 6.18(a) or the Confidentiality Agreements;

(iv)  disclosed on a strictly confidential basis to Conopco’s or Unilever’s professional advisors, auditors and investment bankers provided that Conopco shall be liable for any failure by such Person to keep such information strictly confidential; or

(v)  required to enable Conopco to enforce its rights hereunder.

(b)  Without prejudice to the Confidentiality Agreements, Buyer shall cause each member of the CMI Group and each of the Companies to hold in confidence and not disclose to any Person (other than a member of the CMI Group on a confidential basis) any Connectivity Know-How; provided, however, that Buyer shall be permitted to use the Connectivity Know-How so long as Buyer complies with the requirements of this Section 6.18(b). Notwithstanding the foregoing, the confidentiality obligations of this Section 6.18 shall not apply to information:

(i)  which Buyer or any member of the CMI Group or any of their respective officers, employees, representatives, consultants or advisors is required to disclose by judicial or administrative process, or by other requirements of Applicable

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Law or any Governmental Authority; provided that where and to the extent practicable the disclosing party gives the other party reasonable notice of any such requirement and the opportunity to seek appropriate protective measures and cooperates with such party in attempting to obtain such protective measures;

(ii)  which becomes available to the public other than as a result of a breach of this Section 6.18(b) or the Confidentiality Agreements;

(iii)  which has been provided lawfully to Buyer, any member of the CMI Group or any of their respective officers, employees, representatives, consultants or advisors by a third party who obtained such information other than as a result of a breach of any confidentiality obligation;

(iv)  disclosed on a strictly confidential basis to Buyer’s professional advisors, auditors and investment bankers provided that Buyer shall be liable for any failure by such Person to keep such information strictly confidential; or

(v)  required to enable Buyer to enforce its rights hereunder.

6.19   Bulk Transfer Laws.    Buyer hereby waives compliance by the Sellers with the laws of any jurisdiction relating to bulk transfers which may be applicable in connection with the transfer of the Assets to Buyer or any Designated Buyer.

6.20   Misdirected Payments.    (a)  Conopco shall cause each Asset Seller to, as soon as reasonably practicable after receipt thereof, pay to Buyer (on behalf of the relevant Designated Buyer) an amount equal to any amount which it actually receives after the Closing Date or the date of a Delayed Closing, as the case may be, to the extent that such amount is owned by Buyer (or the relevant Designated Buyer) and was comprised within or was represented by or related to any of the assets of the Companies or the Assets in each case, sold at Closing or a Delayed Closing, as the case may be, pursuant to this Agreement.

(b)  Buyer shall, as soon as reasonably practicable after receipt thereof, pay to the relevant member of the Unilever Group an amount equal to any amount which any member of the CMI Group or any Company actually receives after the Closing Date or the date of a Delayed Closing, as the case may be, to the extent that such amount is owned by any member of the Unilever Group and was not part of the Assets or the assets of the Companies, in each case, sold at Closing or a Delayed Closing, as the case may be, pursuant to this Agreement.

6.21   Interim Period Deliveries of Conopco and Related Matters.    Conopco shall deliver to Buyer a true and complete copy of each of the Schedules listed below on or before the earlier of the Closing and the date specified under the column “Date of Delivery” below. Each such Schedule will be incorporated into this Agreement and will be deemed to have been so incorporated from and after the date of this Agreement for the purposes of the representations and warranties made by Conopco (acting for itself and on behalf of the Sellers) on the date hereof and on the Closing Date pursuant to the relevant Section(s) of Article IV hereof described under the heading “Schedule Reference” below.

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Schedule Reference	Subject Matter of Schedule	Date of Delivery
4.1(a)—Part 1	A list of the jurisdictions in which each Company is licensed or qualified as a foreign corporation or other type of entity.	By January 7, 2002
4.1(a)—Part 2	Copies of the Constituent Documents of each Company that is, directly or indirectly, wholly-owned by Unilever.	By January 7, 2002
4.4(c)	Copies of the Audited DiverseyLever Financial Statements.	January 15, 2002
4.4(d) and (e)	Copies of the Additional DiverseyLever Financial Statements.	January 15, 2002
4.7(a)	A list of all Owned Real Property other than Material Owned Real Property.	By January 7, 2002
4.7(b)-1	A list of all leases or subleases pursuant to which any Company or, with respect to the DiverseyLever Business, any Asset Seller uses, occupies, leases or subleases facilities from or with any other member of the Unilever Group.	By January 7, 2002
4.7(b)-2	A list of all Leased Real Property other than Material Leased Real Property.	By January 7, 2002
4.8(b)	A description of Assets and assets of the Companies with an individual per asset net book value in excess of $1,000,000 (other than Intellectual Property and Assets which in the Ordinary Course of Business are in the possession of customers) that will be, as of the Closing Date, located elsewhere than at the Real Property.	By January 7, 2002
4.9(a)(i)	A list of all Contracts with any Governmental Authority (other than Authorizations) relating to the conduct of the DiverseyLever Business binding upon any Company or any Asset Seller or to which any Company or any Asset Seller is a party that are not set forth on Section 4.9(a)(i) or 4.9(a)(ii) of the DiverseyLever Disclosure Schedule.	By January 7, 2002

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Schedule Reference	Subject Matter of Schedule	Date of Delivery
4.9(a)(v)	A list and copies of any bonds, debentures, charges, warranties, mortgages or agreements of guarantee, assurance or indemnification, letters of credit or comfort letters and other arrangements similar to the foregoing in which any Company or, with respect to its conduct of the DiverseyLever Business, any member of the Unilever Group acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent) covering amounts in excess of $250,000 that are not set forth on Section 4.9(a)(v) of the DiverseyLever Disclosure Schedule.	By January 7, 2002
4.9(a)(xvi)	A list and copies of any lease or sublease of any Owned Real Property or any sublease of any Leased Real Property other than Material Owned Real Property and Material Leased Real Property.	By January 7, 2002
4.11(c)	The list of historical litigation matters referred to in Section 4.11(c).	By January 7, 2002
4.11(d)	The list of indemnity matters referred to in Section 4.11(d).	By January 7, 2002
4.13(g)	All material environmental, health and safety assessments, audits, investigations or other reports relating to the DiverseyLever Business not in the possession or control of Conopco, but which are otherwise in the possession or control of a Company or a member of the Unilever Group and have been prepared since January 1, 1995 by, for or on behalf of any Company or any member of the Unilever Group (with respect to its conduct of the DiverseyLever Business).	60 days following the date hereof
6.21(a)(ii)	A list of each Unilever Consumer Brands Product.	By January 7, 2002
6.21(a)(iii)	Evidence of the filing of the chain of title for the DiverseyLever Intellectual Property Assets being vested in such member of the Unilever Group as is the beneficial owner as required by Section 6.15(b).	Reasonably promptly after the date of this Agreement.
6.21(a)(iv)	Copies of all written standards of operation and compliance referred to in clause (c) of the definition of “Environmental Laws.”	January 7, 2002

6.22   Finalization of Arrangements.    Conopco and Buyer each acknowledge that certain schedules and exhibits to and other provisions of, the Ancillary Agreements have been prepared

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in an attempt to identify the required information, but are not complete. Prior to Closing, Buyer and Conopco shall, and shall cause other members of the Unilever Group and the CMI Group, as the case may be, to, negotiate in good faith such schedules, exhibits and other provisions of the Ancillary Agreements, in each case, that remain to be completed or otherwise need to be amended to comply with Applicable Law in each relevant jurisdiction, including with respect to the Transitional Services Agreement, Supply Agreement and Agency Agreement, subject to and in accordance with any specific directions as to methodology in the relevant Ancillary Agreement to ensure that, so far as possible, the DiverseyLever Business continues to be operated after the Closing consistent with the same general manner in which it was operated immediately prior to the date of this Agreement (except for such changes as are expressly contemplated by the Ancillary Agreements).

6.23   Insurance.    Without prejudice to the transfer of those Assets specified in clause (xiv) of the definition of “Assets” in Section 1.1 and subject to Section 3.4(d) and Section 11.3(f), Buyer acknowledges and agrees (on behalf of themselves and each other member of the CMI Group) that upon Closing all insurance coverage provided to any of the Companies or to any other member of the Unilever Group in relation to the DiverseyLever Business pursuant to policies maintained by the Unilever Group (whether such policies are maintained with third party insurers or with other members of the Unilever Group) shall cease.

6.24   Termination Payments.    In the event that any payment is required to be made by Conopco or any other member of the Unilever Group to any member of the CMI Group under the Commercial Agents Directive (or any Applicable Law with similar effect) on termination in whole, or in part, of the Agency Agreement that is a payment in excess of the payments which Conopco or any other member of the Unilever Group are required to make to any member of the CMI Group pursuant to the express terms of the Agency Agreement, Buyer shall, or shall cause the relevant member(s) of the CMI Group to, as soon as reasonably practicable but in no event later than ten Business Days after such payment has been made by Conopco or such other member of the Unilever Group, pay an amount equal to the amount of such payment, in the same currency of such payment, to Conopco on behalf of the relevant member of the Unilever Group. For purposes of this Section 6.24, “Commercial Agents Directive” shall mean the Directive of the Council of the European Communities of December 18, 1996 on the coordination of laws of the Member States relating to self-employed commercial agents (86/653/EEC) and any law or regulation implementing the same in any Member State of the European Union, as from time to time in effect.

6.25   Maintenance of Corporate Existence.    Buyer agrees that it shall maintain the corporate existence of Lever Industrial Limited through January 1, 2003.

ARTICLE VII

CERTAIN PRE-CLOSING ACTIONS

7.1   Shared Facilities.

(a)  Preliminary Data.    Conopco has advised Buyer that, at certain properties where Conopco or its Affiliates presently conduct the DiverseyLever Business, Conopco or its

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Affiliates also conduct business operations that are not part of the DiverseyLever Business (collectively, “Excluded Operations”). Conopco acknowledges that Conopco has not yet advised Buyer of all of the properties where the DiverseyLever Business and Excluded Operations are both conducted (collectively, “Shared Facilities”), the nature of each Shared Facility (including whether it is leased or owned, and the particular use of such Shared Facility), and the extent to which the DiverseyLever Business and the Excluded Operations may be physically segregated or may be combined or interdependent. A preliminary list of Shared Facilities, however, has been provided by Conopco and is set forth in Schedule 7.1(a) (the “Preliminary Shared Facility List”). To the extent that the Preliminary Shared Facility List sets forth a proposal to be implemented in relation to a Shared Facility the proposal specified on the Preliminary Shared Facility List shall apply, and such proposal shall be implemented at Closing.

(b)  Identification of Shared Facilities.    On or prior to January 7, 2002, Conopco shall deliver to Buyer an accurate and complete schedule of each Shared Facility, which schedule shall include (i) the address of the Shared Facility; (ii) the type and nature of both the DiverseyLever Business and Excluded Operations conducted therein; (iii) an indication of whether any structure within the Shared Facility is currently occupied or used for both the DiverseyLever Business and the Excluded Operations and whether the space for each is presently separately demised and secured; (iv) which Shared Facilities have DiverseyLever Business operations that presently receive or require any utilities, services or supplies (including electricity, gas, water, steam, waste treatment or disposal, fire suppression, process chemicals or commodities or computer or information technology services or assets) supplied by Conopco or its Affiliates, and, if so, whether such utilities, services or supplies are provided under third party contracts, governmental approvals or technology which are not being sold to and will not be under the exclusive ownership and control of Buyer as of the Closing (collectively, the “Support Services”); (v) in respect of any Shared Facility for which a proposal is not specified on the Preliminary Shared Facility List, those Shared Facilities where Conopco proposes to segregate and divide the DiverseyLever Business operations prior to the Closing in accordance with the principles established in Section 7.1(e); (vi) whether the use of the Shared Facility by the DiverseyLever Business is the predominate use of such Shared Facility and the basis for such determination, and (vii) a proposal as to whether any such Shared Facility should be the subject of this Section 7.1 or should be covered by the Transitional Services Agreement or a Supply Agreement.

(c)  Cooperation and Access.    Prior to the Closing, to the extent reasonably required to implement the provisions of this Section 7.1 and subject to Section 6.7, Conopco shall cooperate in good faith with Buyer and use all reasonable best efforts, as Buyer may request, to provide promptly to Buyer all information in the possession or control of Conopco or its Affiliates or otherwise reasonably available to Conopco or its Affiliates related to the Shared Facilities, all aspects of the interrelationship and interdependency of the DiverseyLever Business and the Excluded Operations at each Shared Facility (including, without limitation, the Support Services), and the historical and current costs of the operation of the Shared Facilities and the Support Services, together with the basis for allocating such costs between the DiverseyLever Business and the Excluded Operations. Conopco’s efforts under this Section 7.1(c) shall include, without limitation, conducting tours and inspections of each Shared Facility for Buyer and Buyer’s lawyers, engineers and consultants promptly in each case as Buyer may request and making available to Buyer and Buyer’s representatives for interviews and discussion all

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personnel of Conopco or its Affiliates with knowledge of the particular Shared Facility or its operation or of the Support Services.

(d)  Adopting Facility Plans.    As Buyer determines that it has sufficient background information in each case to make such discussions useful, at Buyer’s request, Conopco shall meet promptly with Buyer prior to Closing to negotiate in good faith a plan for the treatment and future operation of each Shared Facility from and after the Closing as contemplated by the remaining provisions of this Section 7.1. That portion of a Shared Facility that is allocated to the operation of the DiverseyLever Business is hereinafter referred to as the “Buyer’s Facilities.”

(e)  Shared Manufacturing Facilities.

(i)  In respect of any Shared Facility for which a proposal is not specified on the Preliminary Shared Facility List, Buyer and Conopco shall consider, as an initial matter, whether a physical division of a Shared Facility used for manufacturing or research and development purposes (a “Shared Manufacturing Facility”) is, in all circumstances, practical and economic as determined in accordance with the criteria set forth in subsection (ii) of this Section 7.1(e).

(ii)  The division of a Shared Manufacturing Facility shall be treated as practical and economic if all of the following criteria are met:

(1)  The Shared Manufacturing Facility can be modified as necessary no later than six months after the Closing;

(2)  The modification will enable Buyer to conduct the DiverseyLever Business and Conopco or its Affiliates to conduct the Excluded Operations in the Shared Manufacturing Facility in a safe, prudent and secure manner between the Closing and the completion of such modifications;

(3)  The modification will enable the DiverseyLever Business to be conducted within the Buyer’s Facilities and the Excluded Operations to be conducted within the remainder of the Shared Manufacturing Facility in a manner which is at least equivalent in function to the conditions that existed at the date of the Agreement, and at no greater operating cost than that incurred by Conopco or its Affiliates, or the DiverseyLever Business prior to the date of this Agreement (excluding any increase in operating costs arising in the ordinary course of business), and without requiring any additional capital investment by Buyer;

(4)  The modifications will not require any additional approvals of any Governmental Authority, including, without limitation, necessary permits, for the conduct of the DiverseyLever Business in the Buyer’s Facilities or for the conduct of the Excluded Operations in the remainder of the Shared Manufacturing

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Facility other than, with respect to the DiverseyLever Business, those obtained at terms no less favorable to Buyer than those which applied to the DiverseyLever Business prior to such modification, and, with respect to the Excluded Operations, those obtained at terms no less favorable to Conopco or its Affiliates than those which applied to the Excluded Operations prior to such modification; and

(5)  The modifications will not subject Conopco or its Affiliates, Buyer, the Buyer’s Facilities or the DiverseyLever Business to any increased liability.

(iii)  To the maximum extent that the Shared Manufacturing Facilities, together with the relevant DiverseyLever Business operations and Excluded Operations, can be modified prior to the Closing or within a reasonable time thereafter, in accordance with the criteria set forth in subsection (ii) of this Section 7.1(e), to permit the Buyer’s Facilities to be owned or leased, and operated, by Buyer or the relevant Designated Buyers completely independent of the Excluded Operations, Conopco shall complete or shall cause its relevant Affiliates to complete such modifications and shall segregate and divide, at Conopco’s and Buyer’s joint expense, with Buyer responsible as to 10/13 of such expense, on the one hand, and Conopco responsible as to 3/13 of such expense, on the other hand, the Shared Facilities with respect to the DiverseyLever Business. Such modifications and division shall be subject to Buyer’s approval (which approval shall not be unreasonably withheld or delayed). If such Shared Manufacturing Facility constitutes Owned Real Property, then, to the maximum extent possible and subject to Buyer’s approval, following such modification and division, Conopco or the relevant Affiliates shall convey the Buyer’s Facilities to Buyer or the relevant Designated Buyer, as the case may be, so that Buyer or the relevant Designated Buyer, as the case may be, shall own Buyer’s Facilities in fee simple or an equivalent form of ownership as recognized in the jurisdiction in which the relevant Shared Manufacturing Facility is located. If such Shared Manufacturing Facility constitutes Leased Real Property leased from an unrelated third party (a “Third Party Lessor”), then, following such modification and division, Conopco and Buyer shall use all reasonable efforts to cause the Third Party Lessor of such Shared Manufacturing Facility to enter into a lease directly with, or to grant an equivalent occupancy right directly to, Buyer or the relevant Designated Buyer with respect to Buyer’s Facilities. If any such modification and division cannot be completed by Closing, then, pending the completion of such modification and division, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide Buyer or the relevant Designated Buyer the profits and other benefits and liabilities of use or ownership of Buyer’s Facilities (and related liabilities).

(iv)  Subject to the terms of any existing lease in respect of any Shared Manufacturing Facility which constitutes Leased Real Property, both the proposed structure of Buyer’s or any Designated Buyer’s ownership or lease, and occupancy, of any Shared Manufacturing Facility pursuant to this Section 7.1(e) and the documentation (the “Segregation Documents”) to be delivered at the Closing (or within a reasonable time

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thereafter as provided in Section 7.1(e)(iii) above) to implement such proposed ownership and occupancy structure shall:

(1)  grant Buyer or the relevant Designated Buyer, as the case may be, permanent rights not subject to termination (other than due to Buyer’s (or the relevant Designated Buyer’s) default or the expiration of the term (other than upon a default by Conopco or its Affiliate) of any underlease or master lease with a Third Party Lessor), rejection in bankruptcy, or avoidance under Applicable Laws;

(2)  be sufficient to permit Buyer or the relevant Designated Buyer, as the case may be, to realize Tax and accounting treatment and benefits equivalent to that which Buyer or the relevant Designated Buyer, as the case may be, would have realized after the Closing if such manufacturing facility had not been a Shared Manufacturing Facility;

(3)  allow Buyer or the relevant Designated Buyer, as the case may be, to grant a mortgage or similar lien on Buyer’s Facilities to a commercial mortgage lender or otherwise pledge Buyer’s Facilities as collateral for loans in accordance with customary commercial lending practices, including in connection with the Financing or any Refinancing (as defined in the Stockholders’ Agreement); and

(4)  be sufficient to not adversely affect the value that Buyer or the relevant Designated Buyer, as the case may be, would derive from a subsequent sale to a third party of Buyer’s Facilities or the underlying assets used in the operation of the DiverseyLever Business at such Shared Manufacturing Facility.

(v)  Any Shared Manufacturing Facility in respect of which physical division is not, in all the circumstances, practical and economic shall not be divided, and the parties shall enter into a Supply Agreement in respect of the same.

(f)  Office and Warehouse Spaces.    To the extent that the use of any Shared Facility for the conduct of either the DiverseyLever Business or the Excluded Operations consists solely of the occupancy of space for offices, warehouses and incidental related uses, segregation may be achieved at Closing by one of the following methods and not pursuant to Section 7.1(e):

(i)  with the prior consent of Conopco, by relocating the Excluded Operations to a location other than the Shared Facility, so long as such relocation does not result in increased operating or occupancy costs with respect to the DiverseyLever Business or the Excluded Operations;

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(ii)  with the prior consent of Buyer, by relocating the DiverseyLever Business to a location other than the Shared Facility, so long as such relocation does not result in increased operating or occupancy costs with respect to the DiverseyLever Business or the Excluded Operations;

(iii)  in the case of office space in respect of which the space occupied by each of the DiverseyLever Business, Conopco or its relevant Affiliates is distinct in material respects, by co-occupying such Shared Facility pursuant to a Shared Facility Lease pursuant to Section 7.1(g) below;

(iv)  in the case of office space in respect of which the space occupied by each of the DiverseyLever Business, Conopco or its relevant Affiliates is not distinct in material respects, by inclusion of the provision of office space services at the relevant Shared Facility in the Transitional Services Agreement;

(v)  in the case of warehouse space in respect of which the space, systems and employees used by each of the DiverseyLever Business, Conopco or its relevant Affiliates is distinct, by co-occupying such Shared Facility pursuant to a Shared Facility Lease pursuant to Section 7.1(g) below; or

(vi)  in the case of warehouse space in respect of which the space, systems and employees used by each of the DiverseyLever Business, Conopco or its relevant Affiliates is not distinct, by inclusion of the provision of warehouse services at the relevant Shared Facility in the Transitional Services Agreement.

(g)  Co-Occupied Facilities.    If a Shared Facility is used for office or warehouse purposes and if the DiverseyLever Business or the Excluded Operations will not be relocated as described in Section 7.1(f)(i) and (ii), then, prior to Closing, Conopco and Buyer shall negotiate, and at Closing, Conopco or its relevant Affiliate and Buyer or the relevant Designated Buyer shall enter into, a lease or sublease (or an equivalent occupancy or suboccupancy agreement if leases or subleases are not recognized in the relevant jurisdiction) (a “Shared Facility Lease”) which shall permit both Buyer or the relevant Designated Buyer to continue to occupy Buyer’s Facilities within the Shared Facility after Closing for the operation of the DiverseyLever Business and Conopco or its Affiliate to continue to occupy the remainder of the Shared Facility after Closing for the operation of the Excluded Operations. To the maximum extent reasonably possible, Conopco shall cause Buyer’s Facilities to be separately demised and, if necessary to protect the health or safety of either party, physically separated from the Excluded Operations, at Conopco’s or the relevant Conopco Affiliate’s and Buyer’s or the relevant Designated Buyer’s joint cost and expense, with Buyer or the relevant Designated Buyer responsible as to 10/13 of such cost and expense, on the one hand, and Conopco or the relevant Conopco Affiliate responsible as to 3/13 of such cost and expense, on the other hand, so that Buyer’s or the relevant Designated Buyer’s operation of the DiverseyLever Business may be conducted within Buyer’s Facilities independent of the Excluded Operations. Each Shared Facility Lease shall be negotiated between the parties in good faith, on an arms-length basis and on reasonable commercial terms. The initial term of any Shared Facility Lease relating to offices shall be one year, and the initial term of any Shared Facility Lease relating to warehouses shall be two years (or, in either case, for the duration of Conopco’s, its relevant Affiliate’s or the

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DiverseyLever Business’ interest in the relevant Shared Facility (less three days) if shorter), with Buyer or the relevant Designated Buyer having an option to extend the term of each Shared Facility Lease for one additional year (or for the duration of Conopco’s, its relevant Affiliate’s or the DiverseyLever Business’ interest in the relevant Shared Facility (less three days) if shorter). Each Shared Facility Lease for real property owned by a member of the Unilever Group shall also grant Buyer or the relevant Designated Buyer the right to terminate such Shared Facility Lease, without penalty, upon not less than sixty days prior notice. The rent or other similar payments to be paid by Buyer or the relevant Designated Buyer to Conopco or its relevant Affiliate under any Shared Facility Lease shall be based upon the amount allocated in the DiverseyLever Management Financial Statements as charges by Conopco or its Affiliate for the occupancy of the Buyer’s Facilities and the operation of the DiverseyLever Business within the Shared Facility, subject to any changes in operating costs arising in the Ordinary Course of Business. In addition, the Shared Facility Lease shall be subject to the criteria set forth in subsections (3) through (5) of Section 7.1(e)(ii) above and shall otherwise be mutually acceptable to Conopco and Buyer acting reasonably. A Shared Facility Lease which is an underlease or sublease will follow the form of the relevant headlease or master lease (other than in respect of the amount of rent) insofar as is reasonably appropriate. Further, in any instance in which Conopco or its relevant Affiliate derives its occupancy rights to a Shared Facility from a Third Party Lessor, and to the extent customary or reasonably available in the relevant jurisdiction, Conopco shall deliver to Buyer at Closing a legally binding assurance from the Third Party Lessor that, in the event that Conopco or its relevant Affiliate defaults under its lease or occupancy agreement with the Third Party Lessor, the Third Party Lessor will honor Buyer’s or the relevant Designated Buyer’s rights to occupy Buyer’s Facilities under the Shared Facility Lease upon the same terms and conditions as contained therein.

(h)  Associated Rights.    To the extent that any appurtenant rights, including utility facilities, pipelines, railroad spur tracks, paved driveways, easements, rights of way, parking spaces, common areas and similar rights or facilities are located within the Buyer’s Facilities or the remainder of the Shared Facility and which are necessary or appropriate to the continued operation of the remainder of the Shared Facility or Buyer’s Facilities, as the case may be, or were otherwise used by the DiverseyLever Business or the Excluded Operations or their respective personnel prior to the Closing (collectively, “Associated Rights”), Conopco or its relevant Affiliate shall grant to Buyer or the relevant Designated Buyer, and, if applicable, Buyer or the relevant Designated Buyer shall grant to Conopco or its relevant Affiliate, at the Closing perpetual easements (or, in the case of Leased Real Property, easements for so long as Buyer or the relevant Designated Buyer (or another member of the CMI Group) or Conopco or its relevant Affiliate, as the case may be, shall occupy such Leased Real Property) or other rights to use the Associated Rights, on terms reasonably satisfactory to Buyer and Conopco (which shall be no less favorable than those in effect prior to the Closing), to provide Buyer or the relevant Designated Buyer (or another member of the CMI Group) and Conopco or its Affiliate with functionally equivalent conditions within or for Buyer’s Facilities or the remainder of the Shared Facility as on the date of the execution of this Agreement.

7.2   Termination of Certain Relationships.    On or before the Closing Date, Conopco shall, and shall cause each other member of the Unilever Group (with respect to its conduct of the DiverseyLever Business) and each Company to, at Buyer’s direction, take all actions necessary to (a) terminate any relationship or arrangement (including any Contract), (b) cease

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any activities or operations and (c) transfer out of any Boycotted Country and any country which becomes a Boycotted Country prior to Closing or, to the extent not transferable, dispose of, any Assets or assets of the Companies, in each case, reflected on or related to the matters disclosed on Section 4.19 of the DiverseyLever Disclosure Schedule. In fulfilling its obligations pursuant to this Section 7.2, Conopco shall, and shall cause each other member of the Unilever Group and each Company to, use reasonable best efforts to mitigate any Costs resulting therefrom. There shall be no EBITDA adjustment for the purposes of this Agreement in respect of any actions undertaken pursuant to this Section 7.2. To the extent a country becomes a Boycotted Country after the date hereof, Conopco shall provide the same information with respect to such country as is set forth on Section 4.19(c) of the DiverseyLever Disclosure Schedule. Neither Buyer nor any Designated Buyer shall have any claim or remedy for breach of Section 4.19(c) to the extent that any country becomes a Boycotted Country after the date hereof. In addition, after the date hereof and prior to Closing, Conopco shall not, and shall not permit any member of the Unilever Group (with respect to its conduct of the DiverseyLever Business) or any Company to, enter into or expand any arrangement (including any Contract) or otherwise commence activities or operations in any Boycotted Country or in any country which becomes a Boycotted Country prior to Closing (in the latter case, after such country becomes a Boycotted Country).

7.3   [**].

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7.4   DiverseyLever Pre-Closing Reorganizations.

(a)  Prior to Closing, Conopco shall be permitted to and shall, and shall be permitted to cause and shall cause the relevant members of the Unilever Group and Companies to, effect the reorganizations and transfers set forth on Schedule 7.4(a).

(b)  Without prejudice to Section 7.4(a), prior to Closing and upon no less than ten Business Days’ notice to Buyer and with Buyer’s consent (which consent shall not be unreasonably withheld or delayed), Conopco may, and may permit any member of the Unilever Group and any Company to, make such organizational and structural changes and enter into such transactions with members of the Unilever Group and any Company, in each case, as may be reasonably required or desirable to consummate or expedite the transactions contemplated by this Agreement in a more efficient manner for the Unilever Group’s Tax purposes and to satisfy the requirements of Applicable Law, including transferring Assets or assets of the Companies to newly-formed entities and/or incorporating new entities and making contributions in exchange for share capital thereof; provided, however, that no such changes shall adversely affect the net Tax position of the CMI Group arising out of the transactions contemplated hereby for which no indemnity is provided to Buyer or any other member of the CMI Group under this Agreement or the operation of the DiverseyLever Business following Closing, or (i) in the aggregate, increase any liabilities or obligations of the Companies and the Assumed Liabilities or (ii) give rise to any net additional costs or expenses of any member of the CMI Group.

7.5   DiverseyLever Pre-Closing Transfers.    Prior to Closing, Conopco shall be permitted to and shall, and shall be permitted to and shall cause each Company to, at Conopco’s sole cost and expense:

(a)  transfer to a member of the Unilever Group all assets related to or used in the Unilever Consumer Brands Business other than the Assets (including the Transferred Unilever Consumer Brands Assets);

(b)  other than in respect of specific transactions and in the Ordinary Course of Business, transfer to a member of the Unilever Group any foreign exchange or foreign derivative Contract to which any Company is a party and with a term extending beyond Closing;

(c)  transfer to a member of the Unilever Group all Subsidiaries of the Companies that are dormant or inactive entities other than Lever Industrial Limited and Diversey (UK) Limited;

(d)  transfer to a member of the Unilever Group any DiverseyLever Discontinued or Excluded Business that has not been closed, wound-up, discontinued or otherwise terminated, or sold or otherwise disposed of, prior to the Closing Date; and

(e)  [**].

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For the avoidance of doubt, any liabilities arising out of such transfers shall, to the extent that they would not otherwise have arisen, be Excluded Liabilities.

7.6   CMI Pre-Closing Reorganizations.

(a)  Prior to Closing, CMI shall be permitted to cause and shall, and shall be permitted to and shall cause the relevant members of the CMI Group to, effect the reorganizations and transfers set forth on Schedule 7.6(a).

(b)  Without prejudice to Section 7.6(a), prior to Closing and upon no less than ten Business Days’ notice to Conopco and with Conopco’s consent (which consent may not be unreasonably withheld or delayed), Buyer may, and may permit any member of the CMI Group to, make such organizational and structural changes and enter into such transactions with members of the CMI Group, in each case as may be reasonably required or desirable to consummate or expedite the transactions contemplated by this Agreement in a more efficient manner for the CMI Group’s Tax purposes and to satisfy the requirements of Applicable Law, including transferring assets to newly-formed entities and/or incorporating new entities and making contributions in exchange for the share capital thereof; provided, however, that no such changes shall adversely affect the net Tax position of the Unilever Group arising out of the transactions contemplated hereby for which no indemnity is provided to Conopco or any other member of the Unilever Group under this Agreement or the operation of the DiverseyLever Business or the CMI Business following Closing, or (i) in the aggregate, increase the liabilities and obligations of the Unilever Group or (ii) give rise to any net additional costs or expenses of any member of the Unilever Group.

7.7   CMI Pre-Closing Actions.    Prior to Closing, Buyer may, and may permit any member of the CMI Group to, at Buyer’s sole cost and expense: and

(a)  sell to a third party for Cash all or any portion of the assets of Buyer’s Polymer Adhesive business;

(b)  sell to a third party for Cash all or any portion of the assets of Buyer’s Polymer Powder Coatings business; and

(c)  enter into or amend Contracts referred to in Schedule 7.7(c), as described therein;

provided, however, that, if Buyer or any other member of the CMI Group takes any action permitted by Sections 7.7(a) and/or (b), Buyer or such member of the CMI Group shall retain any after-Tax Cash proceeds received in connection therewith within the CMI Group through the day following the Closing Date.

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ARTICLE VIII

CONDITIONS

8.1   Conditions to Obligation of Each Party to Effect the Transactions Contemplated by this Agreement.    The obligation of each party to effect the transactions contemplated by this Agreement shall be subject to the fulfillment or mutual waiver, where permitted by Applicable Law, at or prior to the Closing Date, of the following conditions:

(a)  No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any court of competent jurisdiction or other Governmental Authority (collectively, “Restraints”) shall be in effect preventing the consummation of (i) the transactions described in Article II hereof or (ii) in any material respect, the other transactions contemplated by this Agreement; provided, however, that if the condition set forth in Section 8.3(h) shall have been satisfied, any Restraints that are applicable solely to Delayed Shares or Delayed Assets addressed by Section 3.4(d) shall be deemed not to be a condition to a party’s obligations to effect the other transactions contemplated by this Agreement.

(b)  No Legal Proceeding shall be pending or threatened by a Governmental Authority (i) seeking to restrain in any material respect or to prohibit the consummation of (A) the transactions described in Article II hereof or (B) in any material respect, the other transactions contemplated by this Agreement; provided, however, that if the condition set forth in Section 8.3(h) shall have been satisfied, any Legal Proceedings that are applicable solely to Delayed Shares or Delayed Assets addressed by Section 3.4(d) shall be deemed not to be a condition to a party’s obligations to effect the transactions contemplated by this Agreement, (ii) seeking to obtain from Buyer or Conopco any damages that would be reasonably likely to have an CMI Material Adverse Effect or an DiverseyLever Material Adverse Effect, or (iii) seeking to impose the Restraints referred to in subsection (a) above.

(c)  (i) Any waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have been terminated or expired, (ii) (A) the European Commission shall have issued a decision under Article 6(1)(b), Article 6(2) or Article 8(2) of the EC Merger Regulation (or shall be deemed to have done so under Article 10(6) of the EC Merger Regulation) declaring the transactions contemplated by this Agreement compatible with the EC Common Market, and (B) in the event that the European Commission has decided to refer the transactions contemplated by this Agreement (or any part thereof) to a competent authority of an EU Member State under Article 9(1) of the EC Merger Regulation, receipt in a form reasonably satisfactory to Buyer of a decision or decisions by the competent authority or authorities which satisfy (or together satisfy) in conjunction with a decision of the European Commission (if applicable) Section 8.1(c)(ii)(A) herein (that provision being interpreted mutatis mutandis) and (iii) any applicable waiting periods under Section 123 of the Canadian Competition Act shall have expired or been earlier terminated or waived, and the Commissioner of Competition shall have advised the Buyer in writing that he has determined not to make an application for an order under Section 92 of the Canadian Competition Act in respect of the transactions contemplated by this Agreement and that any terms and conditions attached to any such advice shall be reasonably satisfactory to

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Buyer and approval or deemed approval by the applicable Minister required by the Canadian Investment Canada Act shall have been obtained.

(d)  All consents, approvals and actions of, and filings with and notices to any Governmental Authority required of Conopco, Buyer or any of their respective Affiliates under any Competition/Investment Law to consummate the transactions contemplated by this Agreement (other than those described in Section 8.1(c)) in any jurisdiction where (i) consummation of the transaction contemplated by this Agreement prior to making such filing, giving such notice or obtaining such consent or approval would reasonably be expected to impose, or increase the extent of any, criminal liability, criminal fines, imprisonment or confinement, in each case, upon any officer, employee or director of Buyer, Conopco, Unilever or any of their respective Affiliates, (ii) failure to obtain such consent or approval or to make such filing would reasonably be expected to have an CMI Material Adverse Effect or an DiverseyLever Material Adverse Effect, or (iii) the Assets or Companies located in such jurisdiction represent more than 7.5% of the Adjusted EBITDA for the 12-month period ended June 30, 2001 attributable to the DiverseyLever Business and the CMI Business, taken as a whole, shall have been obtained or made.

(e)  Any obligations to provide information to, or consult with, or request advice from, any works council, trade union or other body representing employees under the laws of Belgium, France, The Netherlands and Sweden or any other jurisdiction in which a failure to fulfill such obligations prior to Closing would render this Agreement in its current form void and inoperable shall have been satisfied.

8.2   Conditions to the Obligation of Conopco.    The obligation of Conopco to effect the transactions contemplated by this Agreement is subject to the fulfillment by Buyer, or waiver (except for the condition in (f) below) by Conopco, where permitted by Applicable Law, at or prior to the Closing Date, of the following conditions:

(a)  (i) The representations and warranties of Buyer set forth in this Agreement (other than the representations and warranties set forth in the first sentence of Section 5.5, which is addressed by Section 8.2(a)(ii) below) shall be true and correct both when made and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “CMI Material Adverse Effect” set forth therein) has not had and would not be reasonably expected to have an CMI Material Adverse Effect; and

(ii)  The representations and warranties of Buyer set forth in the first sentence of Section 5.5 shall be true and correct in all material respects both when made and at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date).

(b)  Buyer shall have performed and complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed and complied with by it prior to the Closing Date, including, without limitation, delivery of duly executed copies of the Ancillary Agreements to which any member of the CMI Group is a party.

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(c)  Unilever PLC shall have received a certificate of Buyer signed by the chief financial officer of Buyer, dated as of the Closing Date, to the effect that, to such officer’s knowledge after due inquiry, the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied.

(d)  Other than with respect to any Delayed Shares or Delayed Assets addressed by Section 3.4(d), but subject to Section 8.3(h), Buyer shall have delivered (or caused the delivery of) all of the certificates, instruments, agreements or other documents required to be delivered pursuant to Section 3.2(a), (b), (c), (g), (h) and (i).

(e)  No CMI Material Adverse Effect (regardless of whether the event, development, change, circumstance or state of facts giving rise to such CMI Material Adverse Effect arose before or after the date of this Agreement, but excluding any event, development, change, circumstance or state of facts disclosed on Section 5.5(a)(ii) of the CMI Disclosure Schedule) shall have occurred after the date hereof and be continuing as at the Closing Date.

(f)  Unilever PLC shall have obtained any necessary Treasury consent pursuant to Section 765 of the Income and Corporation Taxes Act 1988 in respect of the transactions contemplated by this Agreement.

(g)  The Base Cash Payment (as adjusted by Part B of Schedule 3.8) and as converted into dollar and Euro amounts to be paid as set forth in the definition of “Adjusted Cash Payment” shall not be less than $300,000,000 and EUR 795,635,372 (each, a “Cash Threshold” and together, the “Cash Thresholds”) except where the Adjusted EBITDA of the DiverseyLever Business for the Financing Period (and, for the avoidance of doubt, the adjustments contemplated by this Agreement to be made in determining the Reviewed DiverseyLever Statement of Management EBITDA or the Adjusted EBITDA of the DiverseyLever Business shall be given effect notwithstanding the fact that such adjustments may be disallowed or not taken into account for the purposes of calculating the DiverseyLever Financing EBITDA) is less than $196,100,000 (such shortfall, a “DiverseyLever EBITDA Shortfall”); provided, however, that in such circumstances this condition shall be satisfied only if the Base Cash Payment (as adjusted pursuant to Part B of Schedule 3.8) and as converted into dollar and Euro amounts to be paid as set forth in the definition of “Adjusted Cash Payment” is not less than the Cash Thresholds with each Cash Threshold being adjusted by multiplying such Cash Threshold by a fraction, the numerator of which shall be $196,100,000 minus the DiverseyLever EBITDA Shortfall and the denominator of which shall be $196,100,000.

8.3   Conditions to the Obligation of Buyer.    The obligation of Buyer to effect the transactions contemplated by this Agreement is subject to the fulfillment by Conopco or Buyer, as the case may be, or waiver (except for the condition in (e) below) by Buyer, where permitted by Applicable Law, at or prior to the Closing Date, of the following conditions:

(a)  (i) The representations and warranties of Conopco set forth in this Agreement (other than those set forth in the first sentence of Section 4.5, which is addressed by Section 8.3(a)(ii) below) shall be true and correct both when made and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date), except where the failure of such representations and warranties to be so true and correct (without giving

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effect to any limitation as to “materiality” or “DiverseyLever Material Adverse Effect” set forth therein) has not had and would not reasonably be expected to have an DiverseyLever Material Adverse Effect; and

(ii)  The representations and warranties of Conopco set forth in the first sentence of Section 4.5 shall be true and correct in all material respects both when made and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date).

(b)  Conopco shall have performed and complied in all material respects with all obligations, agreements and covenants required by this Agreement to be performed and complied with by it prior to the Closing Date.

(c)  Buyer shall have received a certificate of Conopco signed by the chief financial officer of Conopco, dated as of the Closing Date, to the effect that, to such officer’s knowledge after due inquiry, the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.

(d)  No DiverseyLever Material Adverse Effect (regardless of whether the event, development, change, circumstance or state of facts giving rise to such DiverseyLever Material Adverse Effect arose before or after the date of this Agreement, but excluding any event, development, change, circumstance or state of facts disclosed on Section 4.5(a)(ii) of the DiverseyLever Disclosure Schedule) shall have occurred after the date hereof and be continuing as at the Closing Date.

(e)  Unilever PLC shall have obtained any necessary Treasury consent pursuant to Section 765 of the Income and Corporation Taxes Act 1988 in respect of the transactions contemplated by this Agreement.

(f)  Other than with respect to any Delayed Shares or Delayed Assets addressed by Section 3.4(d), but subject to Section 8.3(h), Conopco shall have delivered (or caused the delivery of) all of the certificates, instruments, agreements or other documents required to be delivered pursuant to Section 3.3(a), (b), (e), (g), (h), (i), (m), (n), (o) and (p).

(g)  Buyer, after having complied with Section 6.17, shall have obtained financing sufficient to pay the Base Cash Payment or the Adjusted Cash Payment, as the case may be, and otherwise to consummate the transactions contemplated by this Agreement on terms not materially less favorable to Buyer than those set forth in the Bank Commitment and the Bridge Commitment, but in no event shall the Leverage Ratio (as defined in the Bank Commitment) exceed 4.6, and otherwise on such other terms reasonably acceptable to it. For the avoidance of doubt and notwithstanding any other provision of this Agreement, this condition shall not be deemed satisfied if the actual net proceeds from the Financing, giving effect to, inter alia, the payment of all costs and expenses incurred in connection therewith or herewith, are not sufficient to pay the Base Cash Payment or the Adjusted Cash Payment, as the case may be.

(h)  The Assets, Shares, Companies and/or Other Joint Venture Interests that would be required to be subject to a Delayed Closing shall not include any Assets, Shares,

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Companies and/or Other Joint Venture Interests representing, individually or in the aggregate, 7.5% of the Adjusted EBITDA of the DiverseyLever Business, taken as a whole, for the 12-month period ended June 30, 2001.

(i)  [**]

8.4   Frustration of Closing Conditions.    Neither Buyer nor Conopco may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its reasonable best efforts to cause the Closing to occur.

ARTICLE IX

AGREEMENTS WITH RESPECT TO EMPLOYEES AND EMPLOYEE BENEFITS

The parties shall comply with the provisions of Schedule 9 which are incorporated by reference herein and made a part hereof. References in this Agreement to Article IX or Sections of Article IX shall refer to Schedule 9 and Sections of Schedule 9.

ARTICLE X

TERMINATION, AMENDMENT AND WAIVER

10.1   Termination by Mutual Consent.    This Agreement may be terminated at any time prior to the Closing Date by the mutual written consent of Buyer and Conopco.

10.2   Termination by Either Buyer or Conopco.    This Agreement may be terminated by either Buyer or Conopco as follows:

(a)  if the Closing Date shall not have occurred on or prior to June 28, 2002 (the “Walk-Away Date”); provided, however, that the right to terminate this Agreement under this Section 10.2(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the transactions contemplated by this Agreement to be consummated on or prior to such date; or

(b)  if a Governmental Authority shall have issued a nonappealable final order, decree or ruling or taken any other nonappealable final action having the effect of permanently restraining, enjoining or otherwise prohibiting (i) the transactions described in Article II hereof or (ii) the other transactions contemplated by this Agreement, in the case of this clause (ii), in any material respect (which, in any case, order, decree, ruling or other action the party seeking to terminate this Agreement shall have used their reasonable best efforts to lift); provided, however, that if the condition set forth in Section 8.3(h) shall have been satisfied, any order, decree, ruling or other action that is applicable solely to Delayed Shares or Delayed Assets addressed by Section 3.4(d) shall be deemed not to give rise to a right of termination by either party hereunder.

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10.3   Termination by Conopco.    This Agreement may be terminated at any time prior to the Closing Date by Conopco as follows:

(a)  upon (i) a material breach by Buyer of any material covenant or agreement set forth in this Agreement to be performed before Closing, or (ii) a material breach or breaches by Buyer of any other covenant or agreement set forth in this Agreement to be performed before Closing that, in the case of this clause (ii), individually or in the aggregate, would be reasonably expected to (A) prevent or materially delay the transactions contemplated by this Agreement or (B) have an CMI Material Adverse Effect (each of (i) and (ii), a “Buyer Terminating Breach”); provided, that if, (x) (1) within ten Business Days following receipt by Buyer of written notice from Conopco specifying the nature of the Buyer Terminating Breach in reasonable detail (the “Buyer Covenant Breach Notice”), Buyer delivers to Conopco a written plan outlining in reasonable detail (I) the manner in which, and the time within which, such Buyer Terminating Breach shall be, or is reasonably likely to be, cured such that a Buyer Terminating Breach shall no longer be continuing and (II) such other information as shall be reasonably necessary to enable Conopco to make an informed decision as to the nature and impact of such Buyer Terminating Breach and the potential for cure thereof such that a Buyer Terminating Breach shall no longer be continuing (a “Buyer Cure Plan”) and (2) such Buyer Cure Plan has a reasonable likelihood of curing such Buyer Terminating Breach such that a Buyer Terminating Breach shall no longer be continuing on or prior to the Walk-Away Date, and (y) within 30 days following receipt by Conopco of the Buyer Covenant Breach Notice, Buyer commences implementation of the actions described in the Buyer Cure Plan and continues to exercise its reasonable best efforts to cure such Buyer Terminating Breach such that a Buyer Terminating Breach shall no longer be continuing, Conopco may not terminate this Agreement under this Section 10.3(a) until the Walk-Away Date; provided further that, in any event, Conopco’s right to terminate pursuant to this Section 10.3(a) shall lapse if and when such Buyer Terminating Breach is cured such that the Buyer Terminating Breach is no longer continuing and Buyer is otherwise no longer in breach, which breach would give rise to a right of termination under this Section 10.3(a);

(b)  if Buyer shall have breached any representation and warranty set forth in this Agreement and such breach would give rise to the failure of a condition set forth in Section 8.2(a) (a “Buyer Representation Breach”); provided, that if (i) (A) within ten Business Days following receipt by Buyer of written notice from Conopco specifying the nature of such breach in reasonable detail (a “Buyer Representation Breach Notice”), Buyer delivers to Conopco a written plan outlining in reasonable detail (I) the manner in which, and the time within which, such Buyer Representation Breach shall be, or is reasonably likely to be, cured such that a Buyer Representation Breach shall no longer be continuing and (II) such other information as shall be reasonably necessary to enable Conopco to make an informed decision as to the nature and impact of such Buyer Representation Breach and the potential for a cure thereof such that a Buyer Representation Breach shall no longer be continuing and (B) such cure plan has a reasonable likelihood of curing such Buyer Representation Breach such that a Buyer Representation Breach shall no longer be continuing on or prior to the Walk-Away Date and (ii) within 30 days following receipt by Conopco of such Buyer Representation Breach Notice, Buyer commences implementation of the actions in such cure plan and continues to exercise its reasonable best efforts to cure such Buyer Representation Breach such that a Buyer Representation Breach shall no longer be continuing, Conopco may not terminate this

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Agreement under this Section 10.3(b) until the Walk-Away Date; provided further that, in any event, Conopco’s right to terminate pursuant to this Section 10.3(b) shall lapse if and when such Buyer Representation Breach is cured such that the Buyer Representation Breach is no longer continuing and Buyer is otherwise no longer in breach, which breach would give rise to a right of termination under this Section 10.3(b); or

(c)  a CMI Material Adverse Effect shall have occurred and be continuing; provided, that if, (i) within ten Business Days following receipt by Buyer of written notice from Conopco specifying the nature of such CMI Material Adverse Effect in reasonable detail (the “Buyer MAE Notice”), Buyer delivers to Conopco a written plan outlining in reasonable detail (A) the manner in which, and the time within which, such CMI Material Adverse Effect shall be, or is reasonably likely to be, cured such that a CMI Material Adverse Effect is no longer continuing and (B) such other information as shall reasonably be necessary to enable Conopco to make an informed decision as to the nature and impact of such CMI Material Adverse Effect and the potential for cure thereof such that a CMI Material Adverse Effect is no longer continuing and such cure plan has a reasonable likelihood of curing such CMI Material Adverse Effect such that a CMI Material Adverse Effect is no longer continuing on the Walk-Away Date and (ii) within 30 days following receipt by Conopco of the Buyer MAE Notice, Buyer commences implementation of the actions in such cure plan and continues to exercise its reasonable best efforts to cure such CMI Material Adverse Effect, such that a CMI Material Adverse Effect is no longer continuing, Conopco may not terminate this Agreement under this Section 10.3(c) until the Walk-Away Date; provided further that, in any event, Conopco’s right to terminate pursuant to this Section 10.3(c) shall lapse if and when such CMI Material Adverse Effect is cured such that the CMI Material Adverse Effect is no longer continuing.

(d)  if the Commitments and the Bridge Commitment, or any of them, are terminated or expire for any reason other than the failure of (i) Conopco’s representations and warranties to be true and correct in all material respects as of the date hereof and as of the Closing Date or (ii) Conopco to perform its obligations under this Agreement; provided, however, that if Buyer promptly commences using and continues to use its reasonable best efforts to obtain alternative financing for the transactions contemplated by this Agreement as soon as practicable in accordance with Section 6.17(d), Conopco may not terminate this Agreement under this Section 10.3(d) until the date that is 28 days following the date on which the Bank Commitment, the Bridge Commitment, or either of them, terminated or expired; provided, further that Conopco’s right to terminate pursuant to this Section 10.3(d) shall lapse if and when such Bank Commitment and/or Bridge Commitment, as the case may be, has been replaced or extended in accordance with Section 6.17(d), but only until such replacement Bank Commitment or Bridge Commitment terminates or expires.

10.4   Termination by Buyer.    This Agreement may be terminated at any time prior to the Closing Date, by Buyer as follows:

(a)  upon (i) a material breach by Conopco of any material covenant or agreement set forth in this Agreement to be performed before Closing, or (ii) a material breach or breaches by Conopco of any other covenant or agreement set forth in this Agreement to be performed before Closing that, in the case of this clause (ii), individually or in the aggregate, would be reasonably expected to (A) prevent or materially delay the transactions contemplated

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by this Agreement or (B) have a DiverseyLever Material Adverse Effect (each of (i) and (ii), a “Conopco Terminating Breach”); provided, that if, (x) (A) within ten Business Days following receipt by Conopco of written notice from Buyer specifying the nature of the Conopco Terminating Breach in reasonable detail (the “Conopco Covenant Breach Notice”), Conopco delivers to Buyer a written plan outlining in reasonable detail (I) the manner in which, and the time within which, such Conopco Terminating Breach shall be, or is reasonably likely to be, cured such that a Conopco Terminating Breach shall no longer be continuing and (II) such other information as shall be reasonably necessary to enable Buyer to make an informed decision as to the nature and impact of such Conopco Terminating Breach and the potential for cure thereof such that a Conopco Terminating Breach shall no longer be continuing (a “Conopco Cure Plan”) and (B) such Conopco Cure Plan has a reasonable likelihood of curing such Conopco Terminating Breach such that a Conopco Terminating Breach shall no longer be continuing on or prior to the Walk-Away Date, and (y) within 30 days following receipt by Conopco of the Conopco Covenant Breach Notice, Conopco commences implementation of the actions described in such Conopco Cure Plan and continues to exercise its reasonable best efforts to cure such Conopco Terminating Breach such that a Conopco Terminating Breach shall no longer be continuing, Buyer may not terminate this Agreement under this Section 10.4(a) until the Walk-Away Date; provided further that Buyer’s right to terminate pursuant to this Section 10.4(a) shall lapse if and when such Conopco Terminating Breach is cured such that the Conopco Terminating Breach is no longer continuing and Conopco is otherwise no longer in breach, which breach would give rise to a right of termination under this Section 10.4(a);

(b)  if Conopco shall have breached any representation and warranty set forth in this Agreement and such breach would give rise to the failure of a condition set forth in Section 8.2(a) (a “Conopco Representation Breach”); provided, that if (i) (A) within ten Business Days following receipt by Conopco of written notice from the Buyer specifying the nature of such breach in reasonable detail (a “Conopco Representation Breach Notice”), Conopco delivers to Buyer a written plan outlining in reasonable detail (I) the manner in which, and the time within which, such Conopco Representation Breach shall be, or is reasonably likely to be, cured such that a Conopco Representation Breach shall no longer be continuing and (II) such other information as shall be reasonably necessary to enable Buyer to make an informed decision as to the nature and impact of such Conopco Representation Breach and the potential for a cure thereof such that a Conopco Representation Breach shall no longer be continuing and (B) such cure plan has a reasonable likelihood of curing such Conopco Representation Breach such that a Conopco Representation Breach shall no longer be continuing on or prior to the Walk-Away Date and (ii) within 30 days following receipt by Conopco of such Conopco Representation Breach Notice, Conopco commences implementation of the actions in such cure plan and continues to exercise its reasonable best efforts to cure such Conopco Representation Breach such that a Conopco Representation Breach shall no longer be continuing, Buyer may not terminate this Agreement under this Section 10.4(b) until the Walk-Away Date; provided further that Buyer’s right to terminate pursuant to this Section 10.4(b) shall lapse if and when such Conopco Representation Breach is cured such that the Conopco Representation Breach is no longer continuing and Conopco is otherwise no longer in breach, which breach would give rise to a right of termination under this Section 10.4(b); or

(c)  a DiverseyLever Material Adverse Effect shall have occurred and be continuing; provided, that if, (i) within ten Business Days following receipt by Conopco of

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written notice from Buyer specifying the nature of such DiverseyLever Material Adverse Effect in reasonable detail (the “Conopco MAE Notice”), Conopco delivers to Buyer a written plan outlining in reasonable detail (A) the manner in which, and the time within which, such DiverseyLever Material Adverse Effect shall be, or is reasonably likely to be, cured such that a DiverseyLever Material Adverse Effect is no longer continuing and (B) such other information as shall be reasonably necessary to enable Buyer to make an informed decision as to the nature and impact of such DiverseyLever Material Adverse Effect and the potential for cure thereof such that a DiverseyLever Material Adverse Effect is no longer continuing and such cure plan has a reasonable likelihood of curing such DiverseyLever Material Adverse Effect such that a DiverseyLever Material Adverse Effect is no longer continuing on the Walk-Away Date, and (ii) within 30 days following receipt by Buyer of the Conopco MAE Notice, Conopco commences implementation of the actions in such cure plan and continues to exercise its reasonable best efforts to cure such DiverseyLever Material Adverse Effect such that a DiverseyLever Material Adverse Effect is no longer continuing, Buyer may not terminate this Agreement under this Section 10.4(c) until the Walk-Away Date; provided further, that, in any event, Buyer’s right to terminate pursuant to this Section 10.4(c) shall lapse if and when such DiverseyLever Material Adverse Effect is cured such that the DiverseyLever Material Adverse Effect is no longer continuing.

The date on which this Agreement is terminated pursuant to any of the foregoing subsections of this Article X is herein referred to as the “Termination Date.”

10.5   Effect of Termination and Abandonment.    In the event of the termination of this Agreement pursuant to this Article X, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become void and of no further force and effect and there shall be no liability on the part of any party hereto or any of its Affiliates, directors, officers, stockholders, representatives or agents; provided, however, that (i) nothing herein shall relieve Buyer or Conopco of liability for any prior breach of this Agreement or impair the right of any party to compel specific performance by the other party of its obligations under this Agreement, and (ii) the provisions of (A) Section 6.7 relating to the obligation of Buyer to keep confidential certain information and data obtained by it or any Designated Buyer, (B) Section 6.5 relating to certain expenses, (C) Sections 4.16 and 5.16 relating to broker’s fees, (D) this Article X, and (E) Section 12.1 relating to publicity, shall remain in full force and effect notwithstanding the termination of this Agreement. For the avoidance of doubt, no Breach Notice duly delivered by one party to the other pursuant to the provisions of Section 10.3 or Section 10.4, as the case may be, shall constitute a termination notice for purposes of this Section 10.5 unless the other party fails to deliver a Cure Plan in accordance with the provisions of Section 10.3 or Section 10.4, as the case may be. In the case of such failure, the Breach Notice shall be deemed a termination notice upon the expiration of the period during which the breaching party was required to deliver a Cure Plan. Except as otherwise provided in this Agreement, all Transaction Expenses shall be paid by the party incurring such expenses whether or not the transactions contemplated by this Agreement are consummated.

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ARTICLE XI

INDEMNIFICATION

11.1   Indemnification.

(a)  Except with respect to (w) any claim or liability arising out of or related to Taxes or Tax Assets, (including, for the avoidance of doubt, Taxes that are Excluded Liabilities), for which Section 6.9 and Article IX of this Agreement, insofar as it relates to Taxes, shall provide the sole and exclusive remedy of Buyer, (x) any claim or liability related to Environmental Law, Environmental Matters or the breach of Section 4.13 of this Agreement, for which Sections 11.1(e) through (n), inclusive, shall provide the sole and exclusive remedy of Buyer, (y) any claim or liability (1) for which indemnification or payment is expressly provided under Article IX or (2) for Shortfalls/Excesses under Section 9.10, for which Article IX or Section 9.10, as the case may be, shall provide the sole and exclusive remedy of Buyer, and (z) any claim or liability related to Retained Litigation, for which Section 11.9 shall provide the sole and exclusive remedy of Buyer, and subject to Sections 11.3 and 12.3, Conopco (acting for itself and the Sellers) shall, from and after Closing, indemnify, defend and hold harmless Buyer (acting for themselves and the other Designated Buyers), the Companies and their respective Affiliates, officers, directors, and employees (in each case, as determined after Closing) (“Buyer Indemnified Parties”) from and against any and all liability, damage, deficiency, loss, diminution in value, judgments, assessments, fees, fines, penalties, costs and expenses, including reasonable attorneys’ fees, and reasonable costs and other reasonable professional fees of investigating and defending against Legal Proceedings, whether pending or threatened (collectively, “Costs”), to the extent arising out of or resulting from:

(i)  the breach of any representation or warranty made by Conopco in this Agreement;

(ii)  any failure of Conopco to perform or observe, or cause to be performed or observed, any covenant or agreement to be performed or observed by Conopco or any member of the Unilever Group pursuant to this Agreement, including Section 3.3 hereof;

(iii)  (A)  the Excluded Liabilities (other than those referred to in clause (a) of the definition of Excluded Liabilities) or (B) the obtaining by Conopco, or any failure by Conopco to obtain, subject to the provisos to paragraphs 2 and 4 of Schedule 11.1(a)(iii)(B), each of the consents of third parties set forth on Schedule 11.1(a)(iii)(B); provided, that Buyer has complied with its obligations under Section 3.4(b) of this Agreement with respect to obtaining such consents;

(iv)  (A)  any liabilities or obligations of any of the Companies of the type described in clauses (c), (e) and (f) in the definition of “Excluded Liabilities” and (B) any liabilities associated with assets of the Companies that are required to be transferred to a member of the Unilever Group prior to Closing pursuant to this Agreement;

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(v)  any failure to comply with the Applicable Law of any jurisdiction relating to bulk transfers which may be applicable in connection with the transfer of the Assets to Buyer or any Designated Buyer;

(vi)  any increased costs (including retroactive or prospective premium increases) of maintaining equivalent insurance in any period, including future periods, to the extent directly arising out of or resulting from claims or recoveries made under any policy of insurance of any member of the CMI Group under Section 11.3(f);

(vii)  acquiring or maintaining the corporate existence of Lever Industrial Limited and/or Diversey (UK) Limited; provided that neither of the Companies engages in any business or other activities after Closing other than those required solely for the maintenance of their respective corporate existence;

(viii)  if an entity organized under the laws of Mexico is merged with or into Lever Industrial Mexico S.A. de C.V. prior to Closing pursuant to Section 7.4(a), any liabilities or obligations of such entity;

(ix)  [**]; and

(x)  [**].

To the extent that a given claim for indemnification arises under both Section 11.1(a)(i) (without regard to the applicable Survival Period) and any of Sections 11.1(a)(ii) through 11.1(a)(x), then to such extent, such claim shall be deemed to only have arisen under one of Sections 11.1(a)(ii) through 11.1(a)(x) (as the case may be).

(b)  Except with respect to (x) any claim arising out of or related to Taxes (including, for the avoidance of doubt, Taxes that are Assumed Liabilities), for which Section 6.9 and Article IX of this Agreement, insofar as it relates to Taxes, shall provide the sole and exclusive remedy of Conopco, and (y) any claim related to Environmental Law, Environmental Matters or the breach of Section 5.13 of this Agreement, for which Sections 11.1 (o) through (z) inclusive shall provide the sole and exclusive remedy of Conopco, and (z) any claim or liability (1) for which indemnification or payment is expressly provided under Article IX or (2) for Shortfalls/Excesses under Section 9.10, for which Article IX or Section 9.10, as the case may be, shall be the sole and exclusive remedy of Conopco, and subject to Sections 11.3 and 12.3, Buyer (on behalf of Holdings and the other Designated Buyers) shall, jointly and severally, from and

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after Closing, indemnify, defend and hold harmless Conopco (acting for itself, the Share Subscriber and the Sellers), its Affiliates and their respective officers, directors and employees (in each case, as determined after Closing) (“Unilever Indemnified Parties”) from and against any and all Costs to the extent arising out of or resulting from:

(i)  the breach of any representation or warranty made by Buyer in this Agreement;

(ii)  any failure of Buyer duly to perform or observe, or cause to be performed or observed, any covenant or agreement to be performed or observed by Buyer or any member of the CMI Group pursuant to this Agreement, including Section 3.2 hereof;

(iii)  the Assumed Liabilities;

(iv)  any Unilever Guarantee issued in connection with the DiverseyLever Business that remains outstanding after the Closing Date to the extent that such Costs arise out of or result from the operation of the DiverseyLever Business; provided, however, that this Section 11.1(b)(iv) shall not in any way limit or affect Buyer’s right to indemnification under Section 11.1(a) (if applicable);

(v)  any CMI Discontinued or Excluded Business;

(vi)  any increased costs (including retroactive or prospective premium increases) of maintaining equivalent insurance in any period, including future periods, to the extent directly arising out of or resulting from claims or recoveries made under any policy of insurance of any member of the Unilever Group under Section 11.3(f);

(vii)  the actions of Conopco, any other member of the Unilever Group or any Company under Section 7.2; and

(viii)  [**].

To the extent that a given claim for indemnification arises under both Section 11.1(b)(i) (without regard to Survival Period) and Section 11.1(b)(ii) through Section 11.1(b)(viii), then, to such extent, such claim shall be deemed to only have arisen under one of Sections 11.1(b)(ii) through Section 11.1(b)(viii) (as the case may be).

(c)  Amount.

(i)  Amount.    Except as provided in Sections 11.1(c)(ii) and (iii), the amount payable by Buyer (for themselves and on behalf of Holdings and the other

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Designated Buyers) in respect of any Cost for which Buyer has an indemnification obligation under Section 11.1(b) or 11.1(o) through (v) or pursuant to Sections 9.10(g), 9.16, 9.23 and 9.24 shall be (A) the amount of such Cost (as adjusted pursuant to Section 11.1(c)(v)) to the extent such Cost is actually paid, suffered or incurred by such Unilever Indemnified Party, and (B) one third of the amount of such Cost (as adjusted pursuant to Section 11.1(c)(v)) to the extent that such Cost is paid, suffered or incurred by Buyer or any other member of the CMI Group. For the avoidance of doubt, indemnification obligations calculated pursuant to this Section 11.1(c) shall give effect to limitations on indemnification as set forth in other provisions of this Article XI, including limitations under Section 11.3.

(ii)  Economic Gross Up.    Except as provided in Section 11.1(c)(iii), to the extent a Cost described in Section 11.1(c)(i) relates to the Original CMI Business, the amount payable by Buyer in respect of such Cost shall be the amount determined pursuant to Section 11.1(c)(i), multiplied by 1.5.

(iii)  Results Inconsistent with Indemnification Principle; Adjustments to Reflect Call or Put.    It is the intention of the parties that Sections 11.1(c)(i) and (ii) operate in such a way as to make the Unilever Indemnified Parties whole (but not more than whole, by any amount) for the Costs described in Section 11.1(c) after taking into account (x) the Unilever Indemnified Parties’ ownership interest in Buyer, as such interest may decrease from time to time in the manner contemplated by the Stockholders’ Agreement, and (y) whether or not the Share Price paid to the Unilever Indemnified Parties for any of their Shares has been reduced to reflect any Cost for which Buyer is liable. To the extent that Sections 11.1(c)(i) and (ii) produce results inconsistent with this goal, they shall be modified so as to produce results consistent with this goal. Without limiting the generality of the foregoing, if a Cost described in Section 11.1(c) is paid, suffered or incurred after the date on which any sale or purchase pursuant to any put or call option described in Article VIII of the Stockholders’ Agreement is consummated, then (A) for purposes of Section 11.1(c)(i) the portion of such Cost payable by Buyer shall, in lieu of one-third, be such portion as takes into account the remaining Unilever ownership interest in Buyer after such consummation, whether or not the Share Price paid to the Unilever Indemnified Parties for any of their Shares has been reduced to reflect any Cost for which Buyer is liable, and the total number of shares of common stock of Buyer outstanding after such consummation, and (B) for purposes of Section 11.1(c)(ii) the amount payable by Buyer shall be the amount determined pursuant to Section 11.1(c)(i), multiplied, in lieu of 1.5, by such number as takes into account the factors enumerated in (A) above.

(iv)  Characterization.    Where an obligation of a party to pay an amount to the other party under this Article XI arises in respect of any matter relating to the Original DiverseyLever Business, the amount due and payable shall be treated as an adjustment to the Purchase Price. Where an obligation of a party to pay an amount to the other party in accordance with the provisions of this Article XI arises in respect of the Original CMI Business, the amount due and payable shall be treated as an adjustment to the Subscription Payment.

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(v)  Tax Gross Up.    The amount of any indemnity payment made pursuant to this Article XI, including any payments deferred pursuant to Section 11.8 but excluding the amount of any gross-up pursuant to Section 11.1(c)(ii), shall be (A) increased to take account of additional Taxes, if any, imposed on the recipient or its Affiliates as a direct and immediate result of receiving such payment (and such increase) and reduced to take account of additional Tax deductions or other Tax benefits, if any, realized by the recipient or its Affiliates as a direct and immediate result of the event or events giving rise to the payment, and (B) reduced to take account of any recovery, offset or compensation received by the recipient or its Affiliates in connection with such event, whether by insurance, indemnity payments from Persons not party to this Agreement (or an Affiliate of a party), or otherwise.

(vi)  (A)  If there has been any breach of Section 4.4(c), (d) and/or (e) for which Conopco is obligated to indemnify, defend and hold harmless the Buyer Indemnified Parties under Section 11.1(a)(i), any Costs that arise out of or result from a claim made by a third party with respect to the inclusion of the DiverseyLever Financial Statements and any other audited or unaudited financial statements of the DiverseyLever Business for periods ending after September 30, 2001 and prior to Closing in the Disclosure/Offering Documents, shall be included in such Costs.

(B)  If there has been any breach of Section 5.4(a) and/or (c) for which Buyer is obligated to indemnify, defend and hold harmless the Unilever Indemnified Parties under Section 11.1(b)(i), any Costs that arise out of or result from a claim made by a third party with respect to the inclusion of the CMI Financial Statements and any other audited or unaudited financial statements of the CMI Business for periods ending after September 30, 2001 and prior to Closing in the Disclosure/Offering Documents, shall be included in such Costs.

(d)  For the avoidance of doubt and without limitation to the provisions of Articles IV, V and IX hereof, neither party shall have any obligation to indemnify, defend and hold harmless the Buyer Indemnified Parties or the Unilever Indemnified Parties, as the case may be, from and against such portion of Costs under Section 11.1(a)(i) or (ii) or Section 11.1(b)(i) or (ii), or 11.1(c)(i), as applicable, to the extent that the portion of such Costs results from any action taken by, or at the express written request of, the other party or, in the case of Conopco, any of its Affiliates, and in the case of Buyer, any other member of the CMI Group. Without prejudice to Section 12.7, neither party nor any member of the Unilever Group or the CMI Group, as the case may be, shall have or be subject to any liability to the other party or any other Person resulting from the distribution to, or use of any information, documents or materials made available to it by the other party, including any information, documents or materials in any “data rooms,” management presentations or other form in expectation of the transactions contemplated hereby (other than information, documents or materials that are specifically covered by any representation or warranty of the parties set forth in Articles IV, V or IX hereof).

(e)  Notwithstanding any limitations placed upon Conopco’s indemnification obligations elsewhere in this Agreement (other than as provided in Section 11.1(z)), which shall not apply to Sections 11.1(e) through (n), Conopco shall indemnify, defend and hold harmless

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each of the Buyer Indemnified Parties from and against any and all Costs, including the Costs of any Remedial Action, to the extent arising out of or resulting from: (i) any violation of or failure to comply with Environmental Laws to the extent arising out of or resulting from any action, inaction or event of the Companies (or any predecessor of any of them), or any member of the Unilever Group (with respect to the DiverseyLever Business (or any predecessor of any of them)) or the operation of the DiverseyLever Business (or any predecessor of any of them), in each case occurring prior to the Closing (“Pre-Closing Date Environmental Non-Compliance Matter”) and of which Conopco has knowledge, including any such Environmental Matters disclosed in Section 4.13 of the DiverseyLever Disclosure Schedule or in any Environmental Report (whether prepared before or after the date of this Agreement), (ii) any Release on or prior to Closing or Soil and Groundwater Contamination to the extent arising out of or resulting from any action, inaction or event of the Companies (or any predecessor of any of them), or any member of the Unilever Group (with respect to the DiverseyLever Business (or any predecessor of any of them)) or the operation of the DiverseyLever Business, in each case occurring prior to the Closing (“Pre-Closing Date DiverseyLever Release or Contamination”) and of which Conopco has knowledge, including any such Environmental Matters disclosed in Section 4.13 of the DiverseyLever Disclosure Schedule or in any Environmental Report (whether prepared before or after the date of this Agreement), (iii) any Release, threatened Release or Soil and Groundwater Contamination at, on or beneath any of the Real Property, any DiverseyLever Former Property, or any third party waste disposal site to which any Hazardous Substance generated by the Companies (or any predecessor of any of them) or any member of the Unilever Group has been sent prior to Closing, whether or not relating to the DiverseyLever Business (except, in the case of any third party waste disposal site, to the extent that the relevant Costs would have been incurred by the Buyer Indemnified Parties irrespective of the transactions provided for in this Agreement and/or relate to any Hazardous Substance sent after Closing) (“Pre-Closing Date Non-DiverseyLever Release or Contamination”), and of which Conopco has knowledge, including any such Environmental Matters disclosed in Section 4.13 of the DiverseyLever Disclosure Schedule or in any Environmental Report (whether prepared before or after the date of this Agreement), (iv) any Contract entered into by any member of the Unilever Group or any Company which contains any agreement or indemnity relating to Pre-Closing Date Environmental Non-Compliance, Pre-Closing DiverseyLever Release or Contamination, Pre-Closing Non-DiverseyLever Release or Contamination with respect to the operation of the DiverseyLever Business prior to Closing, (v) any breach of Section 4.13 of this Agreement, or (vi) Environmental Matters at Hindustan Lever’s mercury thermometer manufacturing plant in Kodaikanal, India.

(f)  Conopco shall indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all Costs, including the Costs of any Remedial Action, to the extent arising out of or resulting from: (i) any Pre-Closing Date Environmental Non-Compliance Matter, (ii) any Pre-Closing Date DiverseyLever Release or Contamination, and (iii) any Pre-Closing Date Non-DiverseyLever Release or Contamination, in each case of which Conopco had no knowledge.

(g)  Conopco’s indemnification obligations contained in Sections 11.1(e) and (f) shall only apply to claims made by Buyer of which Conopco is given notice by Buyer within six years of the Closing Date; provided, however, that any claim pursuant to Section 11.1(e) or (f) for which notice is given to Conopco within such six-year period shall be indemnified by

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Conopco to full completion or satisfaction in accordance with this Agreement notwithstanding that Costs are incurred after such six-year period.

(h)  Conopco shall not be required to indemnify, defend or hold Buyer harmless from and against (i) any Costs under Section 11.1(e) to the extent of such Costs that do not exceed $250,000, it being understood, for the avoidance of doubt, that all Costs arising from the matters disclosed on Section 4.13 of the DiverseyLever Disclosure Schedules shall be borne and addressed by Unilever (in accordance with and to the extent required under this Section 11.1) without any requirement of establishing or satisfying any conditions as to the quantum of such Costs, but that Buyer shall bear the first $250,000 of such Costs, as they are incurred, and (ii) any Costs under Section 11.1(f) unless and until (A) the amount of Costs with respect to an individual claim exceeds $50,000 and (B) the amount of all such Costs exceeds $2,000,000 in the aggregate, in which event Conopco shall be obligated to indemnify the Buyer Indemnified Parties and the Buyer Indemnified Parties may assert their right to indemnification hereunder to the extent of all Costs relating to such breach in excess of $1,000,000. For purposes of determining whether total Costs exceed amounts described in clause (ii)(A) of this Section 11.1(h), Costs arising out of or resulting from the same event or series of events, or arising out of the same or related facts, events or circumstances, shall constitute an individual claim. If Buyer provides notice of indemnification for a matter, condition or state of facts for which Buyer is not entitled to perform a Phase II assessment, Conopco shall be responsible for any and all Costs that are incurred by Buyer that, had Buyer performed such a Phase II assessment, would not have reasonably been expected to have been incurred in connection with such matter, condition or state of facts, subject to Sections 11.1(h), (i), (j)(B), (k), (l), (n) and (z).

(i)  The maximum aggregate amount of indemnification which can be required of Conopco under Sections 11.1(e)(i) through (v), inclusive, and (f) shall not exceed $250,000,000.

(j) Conopco shall have no obligation to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against such portion of Costs under Sections 11.1(e) or (f) to the extent that the portion of such Costs (i) results from or (ii) with respect to clause (B) below only, would not have arisen but for:

(A)  Buyer or any Buyer Indemnified Party undertaking any drilling and sampling of soil or groundwater other than (1) as required by Environmental Law in effect at the time of such drilling or sampling (including any such Environmental Laws adopted or taking effect after the Closing), Environmental Permit, or an applicable Governmental Authority, or in an Emergency, (2) as permitted by Section 6.7(e) (whether undertaken prior to or after the Closing), (3) as required as part of a sale or lease, financing or other commercial transaction, including any closure or sale of any Owned Real Property or Leased Real Property (including as part of any DiverseyLever Discontinued or Excluded Business), to comply with Environmental Laws in effect at the time of, or requirements of any Governmental Authority in connection with, any such sale, lease, financing or other commercial transaction or closure, (4) to assess or evaluate a Recognized Environmental Condition that is a Qualifying Condition, (5) to comply with any Contract of any of the Companies or included as of the Closing within the Assets, or (6) as agreed in writing by Conopco; provided, however that Conopco

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acknowledges that it may not assert that a Buyer Indemnified Party is in breach of its duty to mitigate under Section 11.2(k) by virtue of such Buyer Indemnified Party failing to undertake drilling or sampling in circumstances where (1) through (6) do not apply; or

(B)  any change of the use of any Real Property after the Closing Date to a non-industrial or non-commercial use.

(k)  Conopco shall have no obligations to Buyer under Section 11.1(e) and (f) for Costs that relate to works on a facility to the extent that such Costs arise out of or result from works which exceed the standards necessary to: (A) bring a condition into compliance with Environmental Law or Environmental Permits; (B) satisfy the requirements of an applicable Governmental Authority; or (C) address any other claim by a third party.

(l)  Except where expressly stated to the contrary in Sections 11.1(e) through (n), Conopco shall have no obligation to indemnify, defend and hold harmless the Buyer Indemnified Parties under Section 11.1(e) or (f) to the extent that Costs result solely from or to the extent such Costs are increased as a result of any Environmental Law which is not binding and in effect as of the Closing Date, or any Environmental Permit that is not required to be in effect as of the Closing Date.

(m)  Subject to subsection (n) of this Section 11.1, (i) Conopco shall have the power and right to direct, manage and control, and take such actions as are reasonably necessary in connection with, any defense, remediation or other resolution of any claim, event or condition involving Soil or Groundwater Contamination which is subject to indemnification under Sections 11.1(e) and (f) (the “Necessary Actions”), and Buyer shall provide Conopco with access to any Real Property reasonably necessary for Conopco to exercise its rights under this Section 11.1(m); provided, in the case of each of the foregoing, that Conopco shall have first notified Buyer in writing of Conopco’s acceptance of its responsibility and its obligation to indemnify Buyer hereunder with respect to any damage its actions may cause thereto and consulted with Buyer with respect thereto and have regard to the Buyer’s representations and Conopco shall keep Buyer fairly and reasonably advised throughout any such defense or Remedial Action; and provided, further, that to the extent any claim, event or condition subject to indemnification involves or requires work to be performed at any of the Real Property, Conopco shall (i) comply with all Applicable Laws (including, without limitation, Environmental Laws); (ii) carry out such works at the Real Property in a manner that will not unreasonably interfere with the operations or business thereon or compromise the safety of the Real Property or any Person at the Real Property; (iii) restore the Real Property to its condition existing immediately prior to the commencement of Conopco’s work, unless otherwise agreed by Buyer and Conopco; and (iv) furnish or cause to be furnished to Buyer certificates of insurance evidencing coverage maintained by Conopco’s agents, employees, independent contractors, subcontractors, suppliers or environmental consultants (“Conopco’s Representatives”) who are performing the work at the Real Property, which coverage shall be reasonable and customary for the type of work being performed at the Real Property. If Conopco does not assume any Necessary Action after having been given notice in accordance with Section 11.1(g), Buyer may take any such Necessary Action in such a manner as it may deem appropriate and Buyer may settle such Necessary Action on terms as it may deem appropriate, and Conopco shall promptly

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reimburse Buyer for the amount of all Costs incurred by Buyer in connection with any such Necessary Action, subject to Sections 11.1(h), (i), (j), (k), (l), (n) and (z).

(n)  With respect to any Remedial Actions or other works at any property or facility occupied or operated by Buyer after Closing and for which indemnity is sought from Conopco hereunder (“Facilities Remediation”):

(i)  Buyer shall have the right, but not the obligation, to control, manage, and direct all communications with any Governmental Authority necessary for the performance of any Facilities Remediation. Buyer will provide Conopco with prior notice of any written plan for Facilities Remediation, including draft work plans, scoping documents, or other written plans, proposals or submissions (“Proposals”) related to the Facilities Remediation, and copies of written communications with the Governmental Authority and any other information within Buyer’s possession and reasonably necessary for Conopco to assess the appropriateness of the proposed Facilities Remediation. Proposals shall be provided within a reasonable period prior to Buyer’s submittal of the Proposal to the Governmental Authority in order to allow time for review and comment by Conopco. Conopco may, at its sole cost and expense, review, comment and propose reasonable revisions to any Proposals. To the extent that Conopco demonstrates that there is a less costly Facilities Remediation that will comply with the standard referred to in 11.1(k), Conopco may propose such alternative Facilities Remediation to Buyer. Buyer will consider Conopco’s comments and alternative Proposals in good faith, and will reflect them in the Proposal if and to the extent to do so would (a) not cause delay or disruption to Buyer’s business or operation or impose increased costs, expenses or liabilities of Buyer and (b) be otherwise reasonable, but Buyer shall retain the sole right to determine the final form and content of its communications with the Governmental Authority and submitted Proposals; provided that this Section 11.1(n)(i) shall not be in derogation of Section 11.2(k).

(ii)  Buyer will provide Conopco, its employees and duly authorized representatives, reasonable access to the Real Property in order to observe Facilities Remediation. Conopco’s access shall be in accordance with Buyer’s policies regarding health, safety and security then in effect, and may be otherwise conditioned as reasonably necessary to ensure the safety of personnel and the Real Property.

(o)  Notwithstanding any limitations placed upon Buyer’s indemnification obligations elsewhere in this Agreement (other than as provided in Section 11.1(z)), which shall not apply to Sections 11.1(o) through (x), Buyer shall indemnify, defend and hold harmless each of the Unilever Indemnified Parties from and against any and all Costs, including the Costs of any Remedial Action, to the extent arising out of or resulting from: (i) any violation of or failure to comply with Environmental Laws to the extent arising out of or resulting from any action, inaction or event of the members of the CMI Group (or any predecessor of any of them) or the operation of the CMI Business, in each case occurring prior to the Closing (“CMI Pre-Closing Date Environmental Non-Compliance Matter”) and of which Buyer has knowledge, including any such Environmental Matters disclosed in Section 5.13 of the CMI Disclosure Schedule or in any Environmental Report (whether prepared before or after the date of this Agreement), (ii) any Release on or prior to the Closing Date or Soil and Groundwater Contamination to the extent

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arising out of or resulting from any action, inaction or event of the members of the CMI Group (or any predecessor of any of them) or the operation of the CMI Business, in each case occurring prior to the Closing (“Pre-Closing Date CMI Release or Contamination”) and of which Buyer has knowledge, including any such Environmental Matters disclosed in Section 5.13 of the CMI Disclosure Schedule, or in any Environmental Report (whether prepared before or after the date of this Agreement), (iii) any Release, threatened Release or Soil and Groundwater Contamination at, on or beneath any of the CMI Real Property, any CMI Former Property, or any third party waste disposal site to which any Hazardous Substance generated by the members of the CMI Group (or any predecessor of any of them) has been sent prior to Closing, whether or not relating to the CMI Business (except, in the case of any third party waste disposal site, to the extent that the relevant Costs would have been incurred by the Unilever Indemnified Parties irrespective of the transactions provided for in this Agreement and/or relate to any Hazardous Substance sent after Closing) (“Pre-Closing Date Non-CMI Release or Contamination”), and of which Buyer has knowledge, including any such Environmental Matters disclosed in Section 5.13 of the CMI Disclosure Schedule or in any Environmental Report (whether prepared before or after the date of this Agreement), (iv) any Contract entered into by any member of the CMI Group which contains any agreement or indemnity relating to Pre-Closing Date Environmental Non-Compliance, Pre-Closing CMI Release or Contamination, Pre-Closing Non-CMI Release or Contamination with respect to the operation of the CMI Business prior to Closing, or (v) any breach of Section 5.13 of this Agreement.

(p)  Buyer shall indemnify, defend and hold harmless the Unilever Indemnified Parties from and against any and all Costs, including the Costs of any Remedial Action, to the extent arising out of or resulting from: (i) any CMI Pre-Closing Date Environmental Non-Compliance Matter, (ii) any Pre-Closing Date CMI Release or Contamination, and (iii) any Pre-Closing Date Non-CMI Release or Contamination, in each case of which Buyer had no knowledge.

(q)  Buyer’s indemnification obligations contained in Sections 11.1(o) and (p) shall only apply to claims made by Conopco of which Buyer is given notice by Conopco within six years of the Closing Date; provided, however, that any claim pursuant to Section 11.1(o) or (p) for which notice is given to Buyer within such six-year period shall be indemnified by Buyer to full completion or satisfaction in accordance with this Agreement notwithstanding that Costs are incurred after such six-year period.

(r)  Buyer shall not be required to indemnify, defend or hold the Unilever Indemnified Parties harmless from and against (i) any Costs under Section 11.1(o) to the extent of such Costs that do not exceed $250,000, it being understood, for the avoidance of doubt, that all Costs arising from the matters disclosed on Section 5.13 of the CMI Disclosure Schedule shall be borne and addressed by Buyer (in accordance with and to the extent required under this Section 11.1) without any requirement of establishing or satisfying any conditions as to the quantum of such Costs, but that Conopco shall bear the first $250,000 of such Costs, as they are incurred and (ii) any Costs under Section 11.1(p) unless and until (A) the amount of Costs with respect to an individual claim exceeds $50,000 and (B) the amount of all such Costs exceeds $2,000,000 in the aggregate, in which event Buyer shall be obligated to indemnify the Unilever Indemnified Parties and the Unilever Indemnified Parties may assert their right to indemnification hereunder to the extent of all Costs relating to such breach in excess of

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$1,000,000. For purposes of determining whether total Costs exceed amounts described in clause (ii)(A) of this Section 11.1(r), Costs arising out of or resulting from the same event or series of events, or arising out of the same or related facts or circumstances, shall constitute an individual claim. If Conopco provides notice of indemnification for a matter, condition or state of facts for which Conopco is not entitled to perform a Phase II assessment, Buyer shall be responsible for any and all Costs that are incurred by Conopco that, had Conopco performed such a Phase II assessment, would not have reasonably been expected to have been incurred in connection with such matter, condition or state of facts, subject to Sections 11.1(r), (s), (u), (v) and (z).

(s)  The maximum aggregate amount of indemnification which can be required of Buyer under Sections 11.1(o) and (p) shall not exceed $60,000,000.

(t)  Buyer shall have no obligation to indemnify, defend and hold harmless the Unilever Indemnified Parties from and against such portion of Costs under Sections 11.1(o) or (p) to the extent that the portion of such Costs results from Conopco or any Unilever Indemnified Party undertaking any drilling and sampling of soil or groundwater other than (i) as required by Environmental Law in effect at the time of such drilling or sampling (including any such Environmental Laws adopted or taking effect after the Closing), Environmental Permit, or an applicable Governmental Authority, or in an Emergency, (ii) as permitted by Section 6.7(j) (whether undertaken prior to or after the Closing), (iii) as required as part of a sale or lease, financing or other commercial transaction, including any closure or sale of any CMI Owned Real Property or CMI Leased Real Property (including as part of any CMI Discontinued or Excluded Business),to comply with Environmental Laws in effect at the time of, or requirements of any Governmental Authority in connection with, any such sale, lease, financing or other commercial transaction or closure, (iv) to assess or evaluate a Recognized Environmental Condition that is a Qualifying Condition or (v) as agreed in writing by Buyer; provided, however, that Buyer acknowledges that it may not assert that a Unilever Indemnified Party is in breach of its duty to mitigate under Section 11.2(k) by virtue of such Unilever Indemnified Party failing to undertake drilling or sampling in circumstances where (i) through (v) above do not apply.

(u)  Buyer shall have no obligations to the Unilever Indemnified Parties under Section 11.1(o) and (p) for Costs that relate to works on a facility to the extent that such Costs arise out of or result from works which exceed the standards necessary to: (i) bring a condition into compliance with Environmental Law or Environmental Permits; (ii) satisfy the requirements of an applicable Governmental Authority; or (iii) address any other claim by a third party.

(v)  Except where expressly stated to the contrary in Sections 11.1(o) through (z), Buyer shall have no obligation to indemnify, defend and hold harmless the Unilever Indemnified Parties under Section 11.1(o) or (p) to the extent that Costs result solely from or to the extent such Costs are increased as a result of any Environmental Law which is not binding and in effect as of the Closing Date, or any Environmental Permit that is not required to be in effect as of the Closing Date.

(w)  Buyer shall have the power and right to direct, manage and control, and take such actions as are reasonably necessary in connection with, any defense, remediation or

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other resolution of any claim, event or condition involving Soil or Groundwater Contamination which is subject to indemnification under Sections 11.1(o) and (p).

(x)  The parties do not intend to waive their respective right to assert a claim of work product privilege, joint defense privilege, self-evaluation privilege or other claim of privilege or confidentiality by reason of their communications or cooperation pursuant to this Section.

(y)  If any dispute with respect to whether a particular matter is a Recognized Environmental Condition or a Qualifying Condition (a “Technical Dispute”) is unresolved within five Business Days of either Conopco or Buyer giving notice of the Technical Dispute under this Section 11.1(y), then the dispute may at any time thereafter be referred by such party (a “Referral”) to an independent expert (the “Independent Expert”), the identity of such expert to be appointed by one of (i) Arcadis, Geraghty and Miller, (ii) Environ or (iii) the IT Group (the “Referral Firms”), provided that:

(i)  the identity of the Referral Firm shall be selected by the Buyer for the first Technical Dispute to be the subject of a Referral by either party, by Conopco for the second such Referral and alternately thereafter;

(ii)  all Technical Disputes that result from the same facility shall be referred to the same Independent Expert as chosen above;

(iii)  the Independent Expert shall be required to be a senior consultant having at least ten years’ experience (not relating to the Inverness Business or the Archangel Business) of advising in relation to matters of the same general description as the relevant Technical Dispute in the relevant jurisdiction (or, failing that, in other jurisdictions where relevant law and practice are similar);

(iv)  the Independent Expert shall act as an expert and not as an arbitrator and the parties shall be bound by expert findings of the Independent Expert;

(v)  the Independent Expert shall determine the procedure for making findings, provided that the Independent Expert shall (A) invite each of the parties to make oral or written representations in relation to the particular matter on or before five Business Days after appointment of the Independent Expert; (B) make findings on the basis of the information provided by the parties through the representations referred to above and shall not be entitled to require that further Work is carried out before making findings (unless otherwise agreed to by the parties); (C) confine findings to the issues raised in the notice of the Technical Dispute; and (iv) provide findings on or before five Business Days after appointment;

(vi)  the costs and expenses of the Independent Expert (if appointed) shall be borne by either (A) the unsuccessful party, if in relation to one Technical Dispute at a facility or (B) if (A) does not apply, as the Independent Expert shall decide.

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(z)  The provisions of Section 11.2 (subject to Section 11.2(j)), 11.3(f), 11.3(g), 11.4(a) through (c), 11.5 and, in so far as not inconsistent with Sections 11.1(e)-(aa), 11.6 and 11.7 shall apply to Sections 11.1(e) through (aa).

(aa)  Any payment made by Conopco pursuant to this Article XI shall be deemed to have been made by Conopco acting for itself or on behalf of the Share Subscriber or the applicable Seller, and any payment made by Buyer pursuant to this Article XI shall be deemed to have been made by Buyer acting for themselves or on behalf of Holdings or the applicable Designated Buyer or the applicable Buyer Indemnified Party. Any payment made to Buyer pursuant to this Article XI shall be deemed to have been made to Buyer acting for themselves or on behalf of Holdings or the applicable Designated Buyer or Buyer Indemnified Party, and any payment made to Conopco pursuant to this Article XI shall be deemed to have been made to Conopco acting for itself or on behalf of the Share Subscriber, the applicable Seller or the applicable Unilever Indemnified Party.

11.2   Procedures.

(a)  Promptly after the receipt by any Person that may be entitled to indemnity hereunder of notice, or of such person otherwise becoming aware, of (i) any claim or (ii) the commencement of any action or proceeding which may give rise to a claim for indemnification hereunder, such Person (the “Aggrieved Party”) will, if a claim with respect thereto is to be made against the party or parties obligated to provide indemnification pursuant to this Article XI (the “Indemnifying Party”), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding within ten Business Days of receiving such notice or otherwise becoming aware of such claim, action or proceeding. The notice to be sent by the Aggrieved Party to the Indemnifying Party pursuant to the provisions of this Section 11.2(a) shall include all information concerning the claim, action or proceeding of which the Aggrieved Party is aware (including the quantum of the claim, action or proceeding, if known) and which the Aggrieved Party, acting reasonably and in good faith, considers to be required by the Indemnifying Party in order for the Indemnifying Party to evaluate such claim, action or proceeding and whether such claim, action or proceeding gives rise to an indemnification obligation of the Indemnifying Party hereunder.

(b)  If, following receipt of a notice from the Aggrieved Party pursuant to Section 11.2(a), the Indemnifying Party acknowledges in writing its indemnification obligation hereunder, (an “Indemnity Acknowledgement”), the Aggrieved Party hereunder shall permit the Indemnifying Party, at the Indemnifying Party’s election, to assume, at its own expense, the defense of any such claim, action or proceeding with counsel selected by the Indemnifying Party (and not reasonably objected to by the Aggrieved Party); provided, however, that if the Indemnifying Party lacks sufficient information upon which to conclude that it has an indemnification obligation hereunder with respect to the subject matter of such claim, action or proceeding, or otherwise does not assume the defense of such claim, action or proceeding, the Aggrieved Party will (i) provide the Indemnifying Party with reasonable access to the Aggrieved Party’s counsel and the files, documents and other materials relating to such claim, action or proceeding, (ii) consult with the Indemnifying Party with respect to the prosecution or defense of such claim, action or proceeding and (iii) retain control of the prosecution or defense of, and prosecute or defend, such claim, action or proceeding, with counsel selected by the Aggrieved

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Party (and not reasonably objected to by the Indemnifying Party), for a period of time not to exceed 12 months after the receipt by the Indemnifying Party of the Aggrieved Party’s notice of such claim, action or proceeding pursuant to Section 11.2(a), and unless and until an Indemnity Acknowledgement (which, for the avoidance of doubt and subject to the provisions of Section 11.2(c)(i), must cover all Costs incurred by the Aggrieved Party prior to the assumption by the Indemnifying Party of such claim, action or proceeding) shall have been given to the Aggrieved Party prior to the expiration of such 12-month period (following which the Indemnifying Party, if it so elects therein, shall assume, at its own expense, the defense of any such claim, action or proceeding with counsel selected by the Indemnifying Party (and not reasonably objected to by the Aggrieved Party)). Prior to the delivery by the Indemnifying Party to the Aggrieved Party of an Indemnity Acknowledgment, the Aggrieved Party shall provide the Indemnifying Party with twenty Business Days’ notice prior to settling, compromising or consenting to the entry of judgment of any claim, action or proceeding, and shall not settle, compromise or consent to any judgment in respect of any claim during such twenty-Business Day period without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld).

(c)  (i)  The failure of an Aggrieved Party to give notice as required by Section 11.2(a) in a timely fashion shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually prejudiced by such failure of the Aggrieved Party to give such notice in a timely fashion as required by Section 11.2(a) (except that the Indemnifying Party shall not be liable for any Costs incurred prior to the date on which the Aggrieved Party gave such notice).

(ii)  Failure by the Indemnifying Party to notify the Aggrieved Party in a timely fashion (which shall in no event be later than the end of the 12-month period referred to in Section 11.2(b)) shall not result in a waiver of its right to defend any such action except to the extent that the Aggrieved Party is actually prejudiced by such failure.

(d)  Following the Indemnifying Party’s election to assume the defense of any claim, action or proceeding pursuant to Section 11.2(b), (i) the Aggrieved Party shall deliver to the Indemnifying Party, in a timely fashion (which shall be no later than 15 Business Days after the Aggrieved Party’s receipt of notice of such election), copies of all notices and documents (including court papers) received by the Aggrieved Party relating to such claim, action or proceeding and (ii) the Aggrieved Party shall use its reasonable best efforts to cooperate in the defense or prosecution thereof as reasonably requested by the Indemnifying Party in the context of the relevant claim, action or proceeding (including the quantum and nature of damages sought thereunder). Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such claim, action or proceeding, and making a reasonable number of employees reasonably available on a mutually convenient basis, to provide additional information and explanation of any material provided hereunder; provided, however, that the foregoing is organized in a manner as shall not unreasonably disrupt the normal operations of the Aggrieved Party’s business having regard to the context in which such cooperation is requested and of the relevant claim, action or proceeding (including the quantum and nature of the damages sought thereunder).

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(e)  If the Indemnifying Party assumes the defense of any claim, action or proceeding in accordance with this Section 11.2, the Aggrieved Party may participate in (but not control) and employ its own counsel (not reasonably objected to by the Indemnifying Party), at the Aggrieved Party’s expense (which expense shall, for the avoidance of doubt, be excluded from the Aggrieved Party’s Costs hereunder), in the defense of such claim, action or proceeding; provided, that the Indemnifying Party shall direct and control, in its sole discretion, the prosecution or defense of such claim, action or proceeding.

(f)  The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Aggrieved Party for any period during which the Indemnifying Party has not assumed the defense of a claim, action or proceeding for which the Aggrieved Party is entitled to indemnification hereunder (other than during any period in which the Aggrieved Party shall have failed to give notice of such claim, action or proceeding to the Indemnifying Party as required in Section 11.2(a) above).

(g)  Subject to Section 11.3 and the provisions of Section 11.2(i), the Indemnifying Party may, without the prior written consent of the Aggrieved Party, settle or compromise or consent to the entry of any judgment with respect to a claim or any litigation resulting therefrom which is the subject of this Section 11.2 if such settlement, compromise or consent (i) includes an unconditional release of the Aggrieved Party from all liability arising out of such action, (ii) includes no admission of fault or culpability by or on behalf of any Aggrieved Party or its businesses and (iii) provides for settlement or relief solely in the form of a liquidated monetary payment to be paid fully by the Indemnifying Party. Any other type of settlement or compromise or consent to the entry of any judgment shall not be undertaken by the Indemnifying Party without obtaining the consent of the Aggrieved Party to its terms, which consent shall not be unreasonably withheld or delayed provided that the Aggrieved Party is designated as an intended third party beneficiary of any non-monetary relief or benefit, including injunctions, declarations or agreements as to future conduct, that the Indemnifying Party obtains in the course of such settlement, compromise or consent to entry of judgment; provided, further, that if the Aggrieved Party shall have given such consent, the Aggrieved Party agrees that it shall, and shall cause, in the case of Conopco, its Affiliates, and, in the case of Buyer, the other members of the CMI Group, to, submit to any non-monetary relief of judgment arising out of or forming part of any such settlement, compromise or consent.

(h)  (i)  If the Indemnifying Party shall not have assumed the defense of any claim, action or proceeding which is the subject of this Section 11.2 (including the failure to assume pursuant to the proviso in Section 11.2(b)) within 12 months after the receipt by the Indemnifying Party of the Aggrieved Party’s notice of such claim, action or proceeding, the Aggrieved Party may defend such claim, action or proceeding brought against it in such manner as it may deem appropriate and reasonable (having regard to the relevant facts and circumstances), and the Aggrieved Party may settle such claim, action or proceeding on such terms as it may deem appropriate and reasonable (having regard to the relevant facts and circumstances), and the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all Costs incurred by the Aggrieved Party in connection with the defense against or settlement of such claim, action or proceeding, subject to Section 11.3. The Indemnifying Party may participate (but not control) and employ its own counsel (not reasonably objected to by the Aggrieved Party), at its expense, in the defense of such claim, action or proceeding. If no

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settlement of such claim, action or proceeding is made, the Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of any Costs incurred by the Aggrieved Party in the defense against such claim or litigation, subject to Section 11.3.

(ii)  If the Indemnifying Party has delivered an Indemnity Acknowledgement to the Aggrieved Party (whether or not the Indemnifying Party assumes the defense of such a claim or litigation), the Aggrieved Party shall not admit any liability with respect to, or settle, compromise or discharge, such claim or litigation without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

(i)  With respect to any third party claim, action or proceeding in relation to which a party is required to indemnify the other pursuant to this Article XI (an “Indemnified Claim”) that is combined or joined with one or more claims, actions or proceedings that are not Indemnified Claims or with respect to an Indemnified Claim under which both the Aggrieved Party and the Indemnifying Party may be liable, which both parties desire to contest and control, the control of such claim, action or proceeding shall rest with the party having the larger amount in dispute, and the party in control may not settle or compromise any such claim without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); provided, however, that if an Indemnifying Party is obligated to indemnify an Aggrieved Party with respect to any Indemnified Claim, the Indemnifying Party shall be deemed to have any amounts so indemnified in dispute.

(j)  If there shall be any conflicts between the provisions of this Section 11.2 and Section 6.9(c) (relating to Tax contests), Section 11.1(m), (n) or (w) (relating to Environmental Matters) or Section 11.9 (relating to Retained Litigation), the provisions of Section 6.9(c) (relating to Tax contests), Section 11.1(m), (n) or (w) (relating to Environmental Matters) or Section 11.9 (relating to Retained Litigation) (as the case may be) shall control.

(k)  From the date hereof until the earlier of (i) the expiration of the indemnification obligation with respect to the subject matter of such Document or (ii) the seventh anniversary of the Closing Date, each party to this Agreement agrees to use all reasonable best efforts to retain all Documents with respect to all matters as to which indemnity may be sought under this Agreement (except to the extent that such Documents in the possession of a party may be transferred to the possession of another party at the Closing pursuant to or as contemplated by this Agreement). Before disposing of or otherwise destroying any such Documents, the possessor thereof shall give reasonable notice to such effect and deliver to any Indemnifying Party, at such Indemnifying Party’s expense and upon its request, a copy of any such Documents. In addition, each party to this Agreement agrees to use its reasonable best efforts to cooperate and cause its employees to cooperate with and assist the appropriate Indemnifying Party and Aggrieved Party in connection with any claim, action, proceeding or liability for which indemnity is sought hereunder or with respect to which an Indemnifying Party has elected to assume or participate in the defense, including using its reasonable best efforts to mitigate or resolve any such claim, action, proceeding or liability for which indemnity is sought hereunder; provided, however, that in the event that the Aggrieved Party shall fail to use such reasonable best efforts to mitigate or resolve any claim, action, proceeding or liability, then notwithstanding anything else to the contrary contained in this Agreement, such failure shall only

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affect the Aggrieved Party’s right to indemnification with respect to such claim, action, proceeding or liability to the extent of any Costs that could reasonably be expected to have been avoided if the Aggrieved Party had made such efforts.

(l)  Where an obligation of an Indemnifying Party to an Aggrieved Party to pay Costs pursuant to this Agreement arises in respect of any matter relating to the DiverseyLever Business (as of Closing), the amount due and payable shall be treated as an adjustment to the Purchase Price, where such obligation arises in respect of any matter relating to the Original CMI Business, the amount due and payable shall be treated as an adjustment to the Subscription Payment.

11.3   Limitations.

(a)  The maximum aggregate amount of indemnification which can be required of Conopco under Section 11.1(a)(i) or Section 11.1(a)(ii) for any breach (other than a willful breach) of the covenant set forth in Section 6.1(a)(iv) (the “Conopco Representation Covenant”), shall not exceed $500,000,000 (the “Conopco Cap”). The maximum aggregate amount of indemnification which can be required of Buyer under Section 11.1(b)(i) or Section 11.1(b)(ii) for any breach (other than a willful breach) of the covenant set forth in Section 6.2(a)(iv) (the “Buyer Representation Covenant”) shall not exceed $120,000,000 (the “Buyer Cap,” and together with the Conopco Cap, the “Cap”). By way of clarification only, the parties acknowledge that the Buyer Cap has been calculated in reference to the product of Conopco’s 33-1/3% equity interest in Holdings following Closing multiplied by $360,000,000 (which represents, as against the Conopco Cap, the relative value of the CMI Business as compared to the value of the DiverseyLever Business). The foregoing sentence shall not have any operative effect for purposes of this Agreement, or otherwise, and shall in no way affect the Buyer Cap (which shall not exceed $120,000,000) or expand Buyer’s obligations for indemnification hereunder or under any other provision of this Agreement.

(b)  Conopco (acting for itself, the Share Subscriber and the Sellers) shall not be required to indemnify, defend or hold Buyer (acting for themselves and the other Designated Buyers) harmless from and against any Costs under (i) Section 11.1(a)(i) with respect to any breach of any representation or warranty set forth in Article IV or IX or (ii) Section 11.1(a)(ii) for any breach (other than a willful breach) of the Conopco Representation Covenant, unless and until (A) the amount of Costs with respect to an individual claim exceeds $250,000 (the “Per Occurrence Amount”) and (B) the amount of all such Costs (with respect to individual claims which exceed the Per Occurrence Amount) exceeds $30,000,000 in the aggregate (the “Conopco Threshold Amount”), in which event Conopco shall be obligated to indemnify the Buyer Indemnified Parties, and the Buyer Indemnified Parties may assert their right to indemnification hereunder to the extent of all Costs relating to such breach, to the extent such Costs exceed $15,000,000. For purposes of determining whether total Costs exceed the Per Occurrence Amount or the Conopco Threshold Amount, (x) Costs arising out of or resulting from the same event or series of related events, or arising out of the same facts or circumstances or series of related facts or circumstances, shall constitute an individual claim, and (y) any Costs arising out of breaches of any representation or warranty or facts or circumstances related thereto which are disclosed by Conopco following the date hereof shall be counted against the Per Occurrence

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Amount and the Conopco Threshold Amount. For the avoidance of doubt, Costs below the Per Occurrence Amount shall not be counted towards the Conopco Threshold Amount.

(c)  Buyer (acting for themselves and the other Designated Buyers) shall not be required to indemnify, defend or hold Conopco (acting for itself, the Share Subscriber and the Sellers) harmless from and against any Costs under (i) Section 11.1(b)(i) or 11.3(c) with respect to any breach of any representation or warranty set forth in Article V, or (ii) Section 11.1(b)(ii) or 11.3(c) for any breach (other than a willful breach) of the Buyer Representation Covenant unless and until (A) the amount Costs with respect to an individual claim exceeds the Per Occurrence Amount and (B) the amount of all such Costs (with respect to individual claims which exceed the Per Occurrence Amount) exceeds $7,000,000 in the aggregate (the “Buyer Threshold Amount” and, together with the Conopco Threshold Amount, the “Threshold Amount”), in which event Buyer shall be obligated to indemnify the Unilever Indemnified Parties, and the Unilever Indemnified Parties may assert their right to indemnification hereunder, to the extent of all Costs relating to such breach to the extent such Costs exceed $3,500,000. For purposes of determining whether total Costs exceed the Per Occurrence Amount or the Buyer Threshold Amount, (x) Costs arising out of or resulting from the same event or series of related events, or arising out of the same facts or circumstances or series of related facts or circumstances, shall constitute an individual claim, and (y) any Costs arising out of breaches of any representation or warranty or facts, events or circumstances related thereto which are disclosed by Buyer following the date hereof shall be counted against the Per Occurrence Amount and the Buyer Threshold Amount. For the avoidance of doubt, Costs below the Per Occurrence Amount shall not be counted towards the Buyer Threshold Amount.

(d)  Notwithstanding anything to the contrary contained herein:

(i)  the Cap, Threshold Amount and the Per Occurrence Amount shall not apply to Costs relating to (A) Excluded Liabilities or Assumed Liabilities, (B) any of the matters set forth in Sections 11.1(a)(iv) through 11.1(a)(vii) or Sections 11.1(b)(iv) through 11.1(b)(vii), (C) any of the covenants of Conopco or Buyer set forth in this Agreement (other than a breach which is not a willful breach of the Conopco Representation Covenant or the Buyer Representation Covenant) or (E) any of the matters covered by Section 6.9 or Section 9.10; and

(ii)  the Threshold Amount and the Per Occurrence Amount shall not apply to Costs relating to the breach of any representation or warranty contained in Sections 4.1, 4.2, 4.6, the first and second sentences of 4.8(a), 4.10(d) and (f), 4.16, 5.1, 5.2, 5.6, the first and second sentences of 5.8(a), 5.10(d) and (f) and 5.16 of this Agreement; provided, however, that neither party shall be required to indemnify or hold harmless the other party for breaches of Section 4.1(a) or Section 5.1(a) unless and until the amount of Costs of such party with respect to an individual claim arising out of or relating to a breach of the relevant such Sections exceed $50,000.

(e)  (i)  Notwithstanding anything to the contrary in this Agreement, Buyer hereby acknowledges and agrees that the only representations and warranties of Conopco with respect to (A) Taxes are set forth in Section 4.6, (B) Intellectual Property or agreements relating thereto are set forth in Section 4.10, (C) Environmental Matters are set forth in Sections 4.3, 4.13

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and 4.14 and (D) employee benefits are set forth in Sections 4.5(b)(ii)(D), 9.1 and 9.2, and that no other representations and warranties of Conopco contained in this Agreement shall give rise to any liability with respect to such matters.

(ii)  Notwithstanding anything to the contrary in this Agreement, Conopco hereby acknowledges and agrees that the only representations and warranties of Buyer with respect to (A) Taxes are set forth in Section 5.6, (B) Intellectual Property or agreements relating thereto are set forth in Section 5.10, (C) Environmental Matters are set forth in Sections 5.3, 5.13 and 5.14 and (D) employee benefits are set forth in Sections 5.5(b)(ii)(D), 9.3 and 9.4, and that no other representations and warranties of Buyer contained in this Agreement shall give rise to any liability with respect to such matters.

(f)  (i)  Subject to Section 11.1(a)(vi), the amount of any Cost for which indemnification is provided under this Article XI shall be net of any amounts recovered by the Aggrieved Party under (A) insurance policies included in the Assets or the assets of the Companies or (B) any other insurance policies of the Aggrieved Party (except, in each case, captive insurance, self–insurance, reinsurance or other retention arrangements of such party) (the “Covered Insurance”) with respect to such Cost (net in each case, of all deductibles and costs, charges and expenses of the Aggrieved Party in connection with such recovery).

(ii)  If any Indemnifying Party is entitled to claim under any third party insurance policy (which shall exclude captive insurance, self insurance, reinsurance or other retention arrangements) with respect to any indemnified claim, including any claim below the Per Occurrence Amounts or Threshold Amounts, then, if requested by the Aggrieved Party within six months following Closing and subject to Applicable Law, the Indemnifying Party shall use reasonable best efforts to bring such claim against its insurers at the expense of and for the benefit of the Aggrieved Party (net of all deductibles and costs, charges and expenses of the Aggrieved Party and, in the case of Conopco, any of its Affiliates, and, in the case of Buyer, any other member of the CMI Group, in connection with such recovery and any increases (including reasonably foreseeable prospective increases in insurance premiums); provided, however, that the Indemnifying Party shall not be required by this Section 11.3(f)(ii) to renew any insurance policy and provided, further that a request under this Section 11.3(f)(ii) shall be deemed to have been delivered by Buyer to Conopco on the Closing Date with respect to all claims set forth on the DiverseyLever Disclosure Schedule with respect to which Buyer is entitled to indemnification hereunder.

(iii)  If any Aggrieved Party and, in the case of Conopco, any of its Affiliates, and, in the case of Buyer, any other member of the CMI Group is at any time entitled to recover from any other Person or, subject to Section 11.3(f)(i) above, under any policy of insurance, to the extent such policy of insurance is Covered Insurance, the Aggrieved Party shall, and shall cause its Affiliates to, use its reasonable best efforts to enforce such recovery at the expense of the Indemnifying Party and, in the event of recovery from such Person or under such policy, reduce the amount of Costs for which it is seeking indemnification hereunder by the amount recovered (net of all deductibles and costs, charges and expenses of the Aggrieved Party and in the case of Conopco, any of its Affiliates and, in the case of Buyer, any other member of the CMI Group, in connection

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with such recovery, any applicable self-insurance costs and any increases (including reasonably foreseeable prospective increases) in insurance premiums attributable thereto or self-insurance costs directly related to such recovery under the relevant policy, except to the extent the Indemnifying Party pays or reimburses any such deductibles, costs, damages, expenses, self-insurance cost or premium increases); provided, however, that the Aggrieved Party shall not be required to commence any Legal Proceeding where the Aggrieved Party has validly assigned all its rights in relation to the relevant claim to the Indemnifying Party in a manner which entitles the Indemnifying Party to the same benefits in respect of such rights as if it were the Aggrieved Party.

(iv)  If the Indemnifying Party indemnifies an Aggrieved Party for Costs pursuant to this Article XI and the Aggrieved Party or any of its Affiliates subsequently recovers from a third Person any sum in respect of any event, change, development, circumstance or state of facts giving rise to such Costs, the Aggrieved Party shall, and shall cause its Affiliate to, repay to the Indemnifying Party the lesser of (A) the Costs paid by the Indemnifying Party to the Aggrieved Party and relating to such event, change, development, circumstance or state of facts and (B) the sum (including any interest) recovered from such third Person, in either case taking account of any additional Taxes directly incurred or any Tax deduction or credit directly realized by the Aggrieved Party in recovering such sum.

(g)  To the extent permitted by Applicable Law, no Aggrieved Party shall assert any right to recover, and the parties hereby waive any claim (except third party claims) against an Indemnifying Party, on any theory of liability for punitive or exemplary damages arising out of or resulting from any matter for which such party is entitled to indemnification under this Article XI.

11.4   Exclusions.

(a)  (i)  Following the Closing, absent willful concealment or fraud, (A) Buyer’s rights to adjust the Purchase Price or the Subscription Payment in each case, pursuant to Article III hereof, (B) claims for indemnification pursuant to Sections 3.4 or 6.9 hereof, (C) claims for indemnification pursuant to Section 9.10 hereof, (D) claims for indemnification pursuant to this Article XI, and (E) claims for specific performance of covenants and obligations of Conopco under this Agreement, shall, collectively, be the sole and exclusive remedies for claims and damages available to Buyer and the Buyer Indemnified Parties arising out of or relating to this Agreement and the purchase and sale of the DiverseyLever Business and issuance and subscription for the Holdings Shares hereunder or any certificate or document delivered in connection herewith and Buyer and the Buyer Indemnified Parties shall not be entitled to bring, and hereby irrevocably waive, any other claims, rights and causes of action against Conopco or any of its Affiliates, including without limitation, for reduction of the Purchase Price or increase in the Subscription Payment, rescission, damages or any other legal or equitable remedies regardless of their legal or equitable basis, including breach of duty prior to contract (culpa in contrahendo) and tort. For the avoidance of doubt, this Section 11.4(a) shall not limit a party’s ability to bring other claims after Closing (including for specific performance or enforcement of any Ancillary Document) under any Ancillary Document, including any Ancillary Agreement, executed by Conopco or any other member of the Unilever Group.

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(ii)  Following the Closing absent willful concealment or fraud, (A) Conopco’s rights to adjust the Purchase Price or the Subscription Payment, in each case, pursuant to Article III hereof, (B) claims for indemnification pursuant to Section 6.9 hereof, (C) claims for indemnification pursuant to Section 9.10 hereof, (D) claims for indemnification pursuant to this Article XI and (E) claims for specific performance of covenants and obligations of Buyer under this Agreement, shall, collectively, be the sole and exclusive remedies for claims and damages available to Conopco and the Unilever Indemnified Parties arising out of or relating to this Agreement and the purchase and sale of the DiverseyLever Business and issuance and subscription for the Holdings Shares hereunder or any certificate or document delivered in connection herewith and Conopco and the Unilever Indemnified Parties shall not be entitled to bring, and hereby irrevocably waive, any claims, rights and causes of action against Buyer or any of its Affiliates, including without limitation, for increase in the Purchase Price or reduction of the Subscription Payment, rescission, damages or any other legal or equitable remedies regardless of their legal or equitable basis, including breach of duty prior to contract (culpa in contrahendo) and tort. For the avoidance of doubt, this Section 11.4(a) shall not limit a party’s ability to bring other claims after Closing (including for specific performance or enforcement of any Ancillary Document) under any other Ancillary Document, including any Ancillary Agreement, executed by Buyer or any other member of the CMI Group.

(b)  Claims based on fraud or willful concealment of Conopco or Buyer are excluded from the limitations in Sections 11.1(d), (g), (h), (i), (j), (k), (l), (s), (t), (u), (v), (w) and (x), Section 11.3, Section 11.4(a) above and Section 12.3 hereof.

(c)  To the extent permitted by Applicable Law in the relevant jurisdiction, (i) each party agrees that any representation or warranty or other rights and obligations which may be implied by Applicable Law in any jurisdiction in relation to the sale of Shares and/or Assets shall be excluded, or (ii) if incapable of exclusion, irrevocably waived save for representations, warranties, rights and obligations set forth in this Agreement.

11.5   Closing Statement Items.    Notwithstanding anything in this Article XI to the contrary, (a) the Buyer Indemnified Parties shall not be deemed to have incurred any Costs with respect to any item in respect of which there is (i) a specific provision, allowance, reserve, accrual or accrued liability included in (A) the DiverseyLever Base Debt/Cash Balance or DiverseyLever Base Working Capital Amount, (B) the DiverseyLever Closing Statement or the DiverseyLever Closing Debt/Cash Balance Statement (as the case may be) or (C) the DiverseyLever Management Financial Statements or (ii) a specific cost included in the Final DiverseyLever Adjusted EBITDA unless, in each case, the total amount of such Costs exceeds such provision, allowance, cost, reserve, accrual or liability, and then only for the excess above such provision, allowance, cost, reserve, accrual or liability and (b) the Unilever Indemnified Parties shall not be deemed to have incurred any Costs with respect to any item in respect of which there is (i) a specific provision, allowance, reserve, accrual or accrued liability included in (A) the CMI Base Debt/Cash Balance or CMI Base Working Capital Amount, (B) the CMI Closing Statement or the CMI Closing Debt/Cash Balance Statement (as the case may be) or (C) the Audited CMI Financial Statements or (ii) a specific cost included in the Income Statement for the year ended June 29, 2001 included in the Audited CMI Financial Statements,

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which cost reduces the Adjusted EBITDA of the CMI Business for such period, unless, in each case, the total amount of such Costs exceeds such provision, allowance, cost, reserve, accrual or liability, and then only for the excess above such provision, allowance, cost, reserve, accrual or liability.

11.6   Changes in Applicable Law.    Except with respect to legislation relating to Taxes, no liability shall arise in respect of any breach of any representation, warranty, covenant or agreement herein to the extent that liability for such breach occurs (or is increased) directly or indirectly as a result of any retrospective application of a change in Applicable Law, or in accounting policies, procedures or practices, announced or, if not announced in advance of taking effect, taking effect, after the Closing Date, in each case, which has retrospective effect.

11.7   No Set-Off.    No party (“party A”) hereto shall be entitled to recover any Costs or other amounts due from any other party (“party B”) pursuant to this Agreement by retaining or setting off amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from party A to party B hereunder or under any Ancillary Document or under any document or instrument delivered pursuant hereto or thereto or in connection herewith or therewith. For the avoidance of doubt, the foregoing is without prejudice to any right of set-off expressly provided for in any Ancillary Document, which does not involve setting off amounts due under this Agreement.

11.8   Manner of Payment of Costs.

(a)  Any Tax Indemnity Amounts and Costs (including any gross up pursuant to Section 11.1(c)(ii)) due and payable pursuant to the terms of Section 6.9(a) or this Article XI, respectively, shall be paid by Conopco (for itself or on behalf of the applicable Seller) or Buyer (for themselves or on behalf of the applicable Designated Buyer) (as the case may be) to Buyer (for themselves or on behalf of another Buyer Indemnified Party) or Conopco (for itself or on behalf of another Unilever Indemnified Party) (as the case may be) in dollars by means of wire transfer of immediately available funds to such account as shall have been designated in writing by Buyer or Conopco, respectively, at least two Business Days prior to the scheduled date of such payment.

(b)  (i)  The amount of all Tax Indemnity Amounts and Costs (including any gross up pursuant to Section 11.1(c)(ii)) due and payable by Buyer to Conopco or the Unilever Indemnified Parties hereunder shall be paid by Buyer currently in the form of cash until the aggregate amount of such Tax Indemnity Amounts and Costs (including any gross up pursuant to Section 11.1(c)(ii)) exceeds $17,000,000. Prior to the Final Exit Date, if and to the extent that the aggregate amount of such Tax Indemnity Amounts and Costs (including any gross up pursuant to Section 11.1(c)(ii)) exceeds $17,000,000, any additional Tax Indemnity Amounts and Costs (including any gross up pursuant to Section 11.1(c)(ii)) (plus accrued interest on the non-grossed up portion) shall be deferred (the “Buyer Deferred Amounts”) and paid by Buyer on the Final Exit Date. Following the Final Exit Date, any and all Tax Indemnity Amounts and Costs due and payable by Buyer to Conopco or the Unilever Indemnified Parties hereunder shall be paid by Buyer in the form of cash.

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(ii)  Prior to the Final Exit Date, (A) two-thirds of the amount of any Tax Indemnity Amount not described in the immediately following sentence and two-thirds of the amount of any Cost due and payable by Conopco to Buyer or any Buyer Indemnified Party hereunder shall be paid by Conopco currently in the form of cash, and (B) one-third of the amount of each such Tax Indemnity Amount or Cost (plus accrued interest thereon) shall be deferred (collectively, the “Conopco Deferred Amounts”) and paid by Conopco on the Final Exit Date. Any Tax Indemnity Amount payable by Conopco to Buyer in connection with Taxes shown as due on, and paid by Buyer in connection with, a Pre-Closing Tax Period or Straddle Period Tax Return filed by Buyer pursuant to Section 6.9(b)(i) shall not be deferred hereunder. Following the Final Exit Date, any and all Tax Indemnity Amounts and Costs due and payable by Conopco to Buyer or any Buyer Indemnified Party hereunder shall be paid by Conopco in the form of cash.

(iii)  Each Buyer Deferred Amount and Conopco Deferred Amount shall bear interest from and including the date on which the relevant Tax Indemnity Amount or Cost would have been paid but for the operation of this Section 11.8(b) to the date one day prior to the Final Exit Date at the Applicable Rate as of the date on which such relevant Tax Indemnity Amount or Cost would have been paid but for the operation of this Section 11.8(b), with interest calculated daily on the basis of a year of 360 days and the actual number of days for which interest is due.

(iv)  To the extent that any Tax Indemnity Amounts or Costs that are payable by Conopco or Buyer (as the case may be) to Buyer or a Buyer Indemnified Party or Conopco or a Unilever Indemnified Party (as the case may be) hereunder on or prior to the Final Exit Date are not paid on or prior to such Final Exit Date, such Tax Indemnity Amounts and Costs shall be paid by the responsible party in the form of cash, and nothing in this subsection (b) shall prejudice any party’s rights or obligations under this Agreement with respect to any such Tax Indemnity Amounts or Costs.

11.9   Retained Litigation.

(a)  Notwithstanding anything in this Agreement to the contrary, Conopco agrees to indemnify and hold harmless the Buyer Indemnified Parties (in each case, as determined after the Closing) from and against any Costs as defined in Section 11.1(a) to the extent arising out of or resulting from any Retained Litigation. For the purposes of this Agreement, “Retained Litigation” shall mean the (i) pending or threatened Legal Proceedings identified on Schedule 11.9, and (ii) further Legal Proceedings (including appeals) arising from claims that are the subject of the Legal Proceedings identified on Schedule 11.9, but only to the extent, in the case of clause (ii), that such claims arise out of actions, omissions, events, facts or circumstances taken or occurring prior to Closing. For the avoidance of doubt, Conopco shall have no obligation to indemnify, defend or hold Buyer or any other member of the CMI Group harmless, from and against such portion of Costs under this Section 11.9, to the extent that the portion of such Costs results from any action taken by Buyer or any other member of the CMI Group following the Closing.

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(b)  Control of Retained Litigation.    Conopco or the relevant member of the Unilever Group shall retain control over and continue the prosecution or defense of the Retained Litigation, at Conopco’s expense, and shall be entitled to retain any monetary recoveries arising therefrom, subject to the following conditions:

(i)  Subject to compliance with any protective order in relation to any Retained Litigation, Conopco shall inform Buyer as to the status of the Retained Litigation on a semi-annual basis and shall inform Buyer as to when and how a matter has been resolved;

(ii)  With respect to Retained Litigation that Conopco is prosecuting as plaintiff, counter-plaintiff or otherwise in order to obtain non-monetary relief in addition to or in lieu of monetary relief, Conopco agrees that it will use its reasonable best efforts to have any favorable non-monetary relief and judgment that is obtained by Conopco issued such that, to the extent permitted by Applicable Law, it also inures to the benefit of the relevant Buyer Indemnified Parties (as determined after the Closing). With respect to the Retained Litigation, Buyer agrees that it shall, and shall cause each member of the CMI Group to, submit to any non-monetary relief or judgment which is settled or compromised or in relation to which judgment is entered in accordance with Section 11.9(c); and

(iii)  With respect to the Ecolab Patent Litigation, as defined in Schedule 11.9, Conopco shall keep Buyer informed with respect to any prosecution or defense strategic decisions that impact the operation of the DiverseyLever Business or the CMI Business after the Closing.

(c)  Compromise and Settlement.    Conopco or any other member of the Unilever Group may, without the prior consent of Buyer, settle or compromise or consent to the entry of any judgment with respect to any Retained Litigation if such settlement, compromise or consent (i) other than with respect to the Retained Litigation referred to at paragraphs 3 and 9 of Schedule 11.9, includes an unconditional release of “Buyer Indemnified Parties” (as defined in Section 11.1(a)) from all liability arising out of such action, (ii) includes no admission of fault or culpability by or on behalf of the DiverseyLever Business, and (iii) provides for settlement or relief solely in the form of a liquidated monetary payment to be paid fully by or to Conopco or another member of the Unilever Group. Any other type of settlement or compromise or consent to the entry of any judgment shall not be undertaken by Conopco without obtaining Buyer’s consent to its terms, which consent shall not be unreasonably withheld or delayed provided that Buyer is designated as an intended third party beneficiary of any non-monetary relief or benefit, including injunctions, declarations or agreements as to future conduct, to the extent such relate to the DiverseyLever Business, that Conopco obtains in the course of such settlement, compromise or consent to entry of judgment; provided further that if Buyer shall have given such consent, Buyer agrees that it shall, and shall cause each other member of the CMI Group to, submit to any non-monetary relief or judgment arising out of or forming part of any such settlement, compromise or consent. For the avoidance of doubt, this Section 11.9(c) shall not limit Conopco’s or any other member of the Unilever Group’s ability to grant non-exclusive licenses of the Retained Patents to the extent necessary to resolve the Ecolab Patent Litigation and any Related Proceedings without Buyer’s consent but without prejudice to Buyer’s right to consent to

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the terms (other than such non-exclusive license) of a settlement, compromise, or consent to the entry of judgment.

(d)  Access.    Following Closing, Buyer will give Conopco, its Affiliates and their respective counsel, during normal business hours, access to the business records and other documents to the extent relating to any Retained Litigation (which business records and documents Buyer shall retain, or cause to be retained by the members of the CMI Group, until the Retained Litigation has been finally compromised or settled), and shall permit them to consult with the employees and counsel of Buyer and other members of the CMI Group, and shall respond to reasonable requests of Conopco to assist in the prosecution or defense of a particular matter. For the avoidance of doubt, any Costs (as defined in Section 11.1(a)) (other than internal administrative costs) incurred by Buyer in connection with such access, consultation and requests for assistance shall be at Conopco’s sole cost and expense and such Costs shall be reimbursed by Conopco as incurred. Without prejudice to the generality of the foregoing, for as long as Adam Perkins is an employee of, or a seconded employee to, any member of the CMI Group, Buyer will permit Conopco, its Affiliates and their respective counsel, to have reasonable rights of consultation with Adam Perkins in relation to the Retained Litigation and in particular that Retained Litigation referred to at paragraph 2 of Schedule 11.9.

(e)  Privileges.    Conopco and Buyer shall cooperate and take such measures as may be necessary to preserve the attorney-client and other privileges applicable to the prosecution or defense of Retained Litigation.

(f)  Actions against Parties; Notification.    Buyer shall give notice as promptly as reasonably practicable to Conopco of any future Legal Proceedings threatened or commenced against it which are to be treated as Retained Litigation under the definition set forth above in Section 11.9(a), but failure to so notify Conopco shall not relieve Conopco from any liability hereunder to the extent Conopco is not actually prejudiced as a result thereof, and in any event shall not relieve it from any liability which it may otherwise have than on account of this Section 11.9(f). Any such future Legal Proceedings shall be handled consistently with Sections 11.9(b) to 11.9(e) above.

(g)  No Application of Section 11.3 or Section 11.4 Limitations.    No Cap, Threshold Amount or Per Occurrence Amount, as defined in Section 11.3 or any limitations set forth in Section 11.4, shall apply to indemnification of Costs for Retained Litigation.

(h)  Prior to Closing, Conopco shall cause any Company holding any Documents that relate exclusively to the Retained Litigation to transfer such documents to another member of the Unilever Group (other than a Company). Following Closing, upon the request of Conopco or another member of the Unilever Group, and at Conopco’s cost and expense, Buyer shall, and shall cause the relevant members of the CMI Group to, transfer to Conopco (or any other member of the Unilever Group designated by Conopco) any Documents that relate exclusively to the Retained Litigation.

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ARTICLE XII

GENERAL PROVISIONS

12.1   Public Statements.    The parties agree that neither Buyer, Conopco nor their respective Affiliates shall issue or cause publication of any press release or other announcement or public communication with respect to this Agreement, the Commitments, the Bridge Commitment or the Ancillary Agreements or the transactions contemplated hereby or thereby or otherwise disclose this Agreement, the Commitments, the Bridge Commitment, the Ancillary Agreements or the transactions contemplated hereby or thereby to any third party (other than attorneys, advisors and accountants to Buyer and Conopco and, in connection with the Financing, to the lenders and prospective initial purchasers of the notes to be issued in the Rule 144A Offering, in each case, on an as needed basis,) without the consent of the other party hereto; provided, however, that nothing herein shall prohibit any party from issuing or causing publication of any press release, announcement or public communication to the extent required by Applicable Law or in any filing required by the U.S. federal or foreign securities laws, including any such filing related to the Rule 144A Offering, or describing this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby in the 144A Offering Documents; provided further that such party shall use reasonable best efforts to avoid any such disclosure and shall, whenever reasonably practicable, consult with the other party concerning the timing and content of such press release, announcement, communication or filing, before the same is issued or published.

12.2   Notices.    (a) Subject to Section 12.2(b), all notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date of receipt and shall be delivered personally or mailed by registered or certified mail (postage prepaid, return receipt requested), sent by overnight courier or sent by facsimile, to the applicable party at the following addresses or facsimile numbers (or at such other address or telecopy number for a party as shall be specified by like notice):

(i)    if to Conopco:

Conopco, Inc.

Lever House

390 Park Avenue

New York, NY 10022-4698

Attention: General Counsel

Facsimile: 212.318.3680

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With a copy to:

Unilever PLC

Unilever House

Blackfriars

London EC4P 4BQ

England Attention:

General Counsel

Facsimile: +44.(0)207.822.5464

and with a copy to:

Slaughter and May

prior to January 1, 2002 at:

35 Basinghall Street

London EC2V 5DB

England

and thereafter at:

One Bunhill Row

London EC1Y 8YY

England

Attention: Christopher Saul, Esq.

Facsimile: +44.and(0)207.600.0289

 (ii)     if to Buyer:

S. C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, Wisconsin 53177-0902

United States of America

Attention: General Counsel

Facsimile: 262.631.4021

With a copy to:

Jones, Day, Reavis & Pogue

77 West Wacker Drive

Chicago, Illinois 60601–1692

United States of America

Attention: Elizabeth C. Kitslaar, Esq.

Facsimile: 312.782.8585

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or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed. Any party to this Agreement may notify any other party of any changes to the address or any of the other details specified in this paragraph; provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

(b)  Any notice or other communication referred to in subparagraph 12.2(a) which relates to the warranties and representations set out in Sections 4.6 and 5.6 or to any Tax matters referred to in Section 6.9 or otherwise relates on its face to the imposition of any Tax or the availability of any Tax Asset or Tax Benefit, shall be copied and delivered to (in accordance with the provisions set out in subparagraph 12.2(a)):

 (i)   if to Conopco:

Unilever NV

Weena 455

3013 AL Rotterdam

The Netherlands

Attention: Pieter van Lunen

Facsimile: 011.31.10.2174536.

and with a copy to:

Slaughter and May

prior to January 1, 2002 at:

35 Basinghall Street

London EC2V 5DB

England

and thereafter at:

One Bunhill Row

London EC1Y 8YY

England

Attention: Christopher Saul, Esq.

Facsimile: +44.(0)207.600.0289

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(ii)      if to Buyer:

S. C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, Wisconsin 53177-0902

United States of America

Attention: Jeffrey D. Carter

Facsimile: 262.631.4332

With a copy to:

Jones, Day, Reavis & Pogue

77 West Wacker Drive

Chicago, Illinois 60601-1692

United States of America

Attention: Elizabeth C. Kitslaar, Esq.

Facsimile: 312.782.8585

or in each case such other person and at such other address as such party shall specify in writing with such alternative addressee and/or address to be effective on the date specified in the notice or five Business Days after the notice is given, whichever is later.

12.3   Survival of Representations and Warranties.    (a)  The representations and warranties of the parties set forth in Articles IV, V and IX hereof shall survive Closing for the following survival periods (in each case, the “Survival Period”):

REPRESENTATION AND WARRANTY	SURVIVAL PERIOD
Section 4.1(a):
First sentence	The date that is six years following Closing
Second sentence	The date that is six years following Closing
Third sentence	The date that is six years following Closing
Fourth sentence	The date that is six years following Closing
Fifth sentence	The date that is six years following Closing
Sixth sentence	The date that is two years following Closing
Section 4.1(b):
First sentence	The date that is six years following Closing
Second sentence	Indefinitely
Third sentence	Indefinitely
Fourth sentence	Indefinitely
Fifth sentence	Indefinitely
Section 4.2(a)	The date that is eight years following Closing
Section 4.2(b)	The date that is eight years following Closing
Section 4.2(c)	The date that is eight years following Closing
Section 4.2(d)	The date that is eight years following Closing
Section 4.2(e)	The date that is eight years following Closing
Section 4.3:

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REPRESENTATION AND WARRANTY	SURVIVAL PERIOD
First sentence	With respect to this Agreement, the date that is six years following Closing; with respect to the Ancillary Documents, the date that is two years after the Closing
Second sentence, subparagraph (a)	The date that is two years following Closing
Second sentence, subparagraph (b)	The date that is six years following Closing
Second sentence, subparagraph (c)	The date that is six years following Closing
Second sentence, subparagraph (d)	The date that is two years following Closing in reference to matters covered by clause (a), and the date that is six years following Closing, in reference to matters covered by clauses (b) and (c)
Second sentence, subparagraph (e)	The date that is eight years following Closing
Section 4.4(a)	The date that is two years following Closing
Section 4.4(b)	The date that is two years following Closing
Section 4.4(c)	The date that is three years following Closing
Section 4.4(d)(i) and (ii)	The date that is three years following Closing
Section 4.4(d)(iii)	Not to survive Closing
Section 4.4(e)	The date that is three years following Closing
Section 4.4(f)	The date that is two years following Closing
Section 4.4(g)	The date that is two years following Closing
Section 4.4(h)	The date that is two years following Closing
Section 4.4(i)	The date that is two years following Closing
Section 4.5	The date that is two years following Closing
Section 4.6	The date that is 45 days following expiration of the applicable statute of limitations (and any waivers or extensions thereof)
Section 4.7(a):
First sentence	The date that is six years following Closing
Second sentence	The date that is two years following Closing
Third sentence	As to clause (i), the date that is eight years following Closing; as to clause (ii), the date that is two years following Closing
Section 4.7(b):
First sentence	The date that is six years following Closing
Second sentence	The date that is two years following Closing
Third sentence	The date that is two years following Closing
Fourth sentence	With respect to the first clause, the date that is six years following Closing; with respect to the second clause, the date that is two years following Closing
Section 4.8(a):
First sentence	The date that is eight years following Closing
Second sentence	The date that is two years following Closing

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REPRESENTATION AND WARRANTY	SURVIVAL PERIOD
Third sentence	The date that is six years following Closing, except with respect to condition of the assets, in which case, the date that is two years following Closing
Section 4.8(b)	That date that is two years following Closing
Section 4.9	The date that is two years following Closing
Section 4.10(a)	The date that is two years following Closing
Section 4.10(b)	The date that is two years following Closing
Section 4.10(c)	The date that is two years following Closing
Section 4.10(d)	The date that is six years following Closing
Section 4.10(e)	The date that is two years following Closing
Section 4.10(f)	The date that is six years following Closing
Section 4.10(g)	The date that is two years following Closing
Section 4.10(h)	The date that is two years following Closing
Section 4.10(i)	The date that is two years following Closing
Section 4.10(j)	The date that is two years following Closing
Section 4.10(k)	The date that is two years following Closing
Section 4.10(l)	The date that is two years following Closing
Section 4.11	The date that is two years following Closing
Section 4.12	The date that is two years following Closing
Section 4.13	The date that is six years following Closing
Section 4.14(a)	The date that is two years following Closing
Section 4.14(b)	The date that is two years following Closing
Section 4.15	The date that is two years following Closing
Section 4.16	The date that is two years following Closing
Section 4.17	The date that is two years following Closing
Section 4.18	The date that is two years following Closing
Section 4.19	The date that is two years following Closing
Section 4.20	The date that is two years following Closing
Section 4.21	The date that is two years following Closing
Section 4.23	The date that is two years following Closing
Section 9.1	The date that is three years following Closing
Section 9.2	The date that is three years following Closing
Section 5.1(a):
First sentence	The date that is six years following Closing
Second sentence	The date that is six years following Closing
Third sentence	The date that is six years following Closing
Fourth sentence	The date that is two years following Closing
Section 5.1(b):
First sentence	The date that is six years following Closing
Second sentence	Indefinitely
Third sentence	Indefinitely
Fourth sentence	Indefinitely
Fifth sentence	Indefinitely

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REPRESENTATION AND WARRANTY	SURVIVAL PERIOD
Section 5.2(a)	The date that is eight years following Closing
Section 5.2(b)	The date that is eight years following Closing
Section 5.2(c)	The date that is eight years following Closing
Section 5.2(d)	The date that is eight years following Closing
Section 5.3:
First sentence	With respect to this Agreement, the date that is six years following Closing; with respect to the Ancillary Documents, the date that is two years following Closing
Second sentence, subclause (a)	The date that is two years following Closing
Second sentence, subclause (b)	The date that is six years following Closing
Second sentence, subclause (c)	The date that is six years following Closing
Second sentence, subclause (d)	The date that is two years following Closing in reference to matters covered by clause (a), and the date that is six years following Closing, in reference to matters covered by clauses (b) and (c)
Second sentence, subclause (e)	The date that is eight years following Closing
Section 5.4(a)	The date that is three years following Closing
Section 5.4(b)	Not to survive Closing
Section 5.4(c)	The date that is three years following Closing
Section 5.4(d)	The date that is two years following Closing
Section 5.4(e)	The date that is two years following Closing
Section 5.4(f)	The date that is two years following Closing
Section 5.5	The date that is two years following Closing
Section 5.6	The date that is 45 days following expiration of the applicable statute of limitations (and any waivers or extensions thereof)
Section 5.7(a):
First sentence	The date that is six years following Closing
Second sentence	The date that is two years following Closing
Section 5.7(b):
First sentence	The date that is six years following Closing
Second sentence	With respect to the first clause, the date that is six years following Closing; with respect to the second clause, the date that is two years following Closing
Section 5.8(a):
First sentence	The date that is eight years following Closing
Second sentence	The date that is six years following Closing, except with respect to condition of the assets, in which case, the date that is two years following Closing
Section 5.8(b)	The date that is two years following Closing

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REPRESENTATION AND WARRANTY	SURVIVAL PERIOD
Section 5.9	The date that is two years following Closing
Section 5.10(a)	The date that is two years following Closing
Section 5.10(b)	The date that is two years following Closing
Section 5.10(c)	The date that is two years following Closing
Section 5.10(d)	The date that is six years following Closing
Section 5.10(e)	The date that is two years following Closing
Section 5.10(f)	The date that is six years following Closing
Section 5.10(g)	The date that is two years following Closing
Section 5.10(h)	The date that is two years following Closing
Section 5.10(i)	The date that is two years following Closing
Section 5.10(j)	The date that is two years following Closing
Section 5.10(k)	The date that is two years following Closing
Section 5.10(l)	The date that is two years following Closing
Section 5.11	The date that is two years following Closing
Section 5.12	The date that is two years following Closing
Section 5.13	The date that is six years following Closing
Section 5.14(a)	The date that is two years following Closing
Section 5.14(b)	The date that is two years following Closing
Section 5.15	The date that is two years following Closing
Section 5.16	The date that is two years following Closing
Section 5.17	The date that is two years following Closing
Section 5.18	The date that is two years following Closing
Section 5.19	The date that is two years following Closing
Section 5.20	The date that is two years following Closing
Section 5.21	The date that is two years following Closing
Section 5.23	The date that is two years following Closing
Section 5.26	The date that is two years following Closing
Section 9.3	The date that is three years following Closing
Section 9.4	The date that is three years following Closing

(b)  The obligations to indemnify and hold harmless any party (x) pursuant to Section 11.1(a)(i) or 11.1(b)(i) shall terminate when the applicable representation or warranty terminates pursuant to the first sentence of Section 12.3(a) and (y) pursuant to the other clauses of Section 11.1(a) and (b) shall not terminate; provided, however, that such obligations to indemnify and hold harmless shall not terminate with respect to any claim as to which the Aggrieved Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to the Indemnifying Party in accordance with Section 11.2 before the termination of the applicable Survival Period, and in such case the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved.

12.4   Amendment.    This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

12.5   Waiver.    At any time prior to the Closing, any term, provision or condition of this Agreement may be waived in writing (or the time for performance of any of the obligations or

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other acts of the parties hereto may be extended) by the party that is entitled to the benefits thereof. Failure by a party hereto on one or more occasions to avail itself of a right conferred by this Agreement shall in no event be construed as a waiver of such party’s right to enforce said right or any other right in the future.

12.6   Parties in Interest.    This Agreement may not be assigned by a party without the prior written consent of the other parties hereto, except that Buyer and Conopco may each assign all or any portion of their respective rights and obligations hereunder to any of their respective Affiliates; provided, however, that (a) no such assignment shall relieve Buyer or Conopco (as the case may be) of its obligations hereunder and (b) Conopco or Buyer (as the case may be) shall cause such Affiliates not to cease to be an Affiliate of Conopco or Buyer (as the case may be) unless such rights and obligations have been assigned back to Conopco or Buyer (as the case may be). Any purported assignment in violation of this Section 12.6 shall be null and of no effect. This Agreement shall not run to the benefit of or be enforceable by any Person other than a party to this Agreement (or such lender) and, subject to the first sentence of this Section 12.6, its permitted successors and assigns. Notwithstanding anything in the foregoing to the contrary, each party hereto may assign as collateral security all of its rights under this Agreement to any secured creditor of such assigning party, and each party hereto hereby acknowledges and consents to such assignment.

12.7   Entire Agreement.    This Agreement and the Confidentiality Agreements (including the Schedules, Exhibits and other documents and instruments referred to herein) constitute the entire agreement and understanding among the parties and supersede all other prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. None of the parties shall be liable or bound to any other party in any manner by any representations, warranties or covenants relating to such subject matter except as specifically set forth herein or in any Ancillary Document. If any provision of this Agreement conflicts with any provision of any Ancillary Document, this Agreement shall control.

12.8   Counterparts.    This Agreement may be executed in one or more counterparts, which together shall constitute a single agreement.

12.9   Governing Law; Severability.    All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is held invalid, illegal or unenforceable to any extent by a court of competent jurisdiction, the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected thereby and that provision shall be enforced to the greatest extent permitted by Applicable Law.

12.10   Consent to Jurisdiction and Service of Process.    Each party agrees that it will not initiate any suit, action or proceeding arising out of or relating to this Agreement or any of the

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transactions contemplated by this Agreement in any court other than (i) the Delaware Chancery Court or (ii) if the Delaware Chancery Court does not have jurisdiction with respect to such action, a federal court sitting in the State of Delaware or a Delaware state court. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any such suit, action or proceeding and agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court. Each party hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party at its address set forth in Section 12.2 shall be effective service of process for any suit, action or proceeding brought in any such court. Conopco also appoints and agrees to maintain The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, as its agent in the State of Delaware for service of process in connection with any dispute or proceeding arising out of this Agreement. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each party agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment, including, with respect to Conopco, the Dutch and English courts, and, with respect to Buyer, state or federal courts in the State of Wisconsin.

12.11   Waiver of Jury Trial.    EACH OF THE PARTIES IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE PARTIES ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION COMPLETED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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12.12   No Third Party Beneficiaries.    Notwithstanding anything to the contrary contained in this Agreement, nothing expressed or implied in this Agreement is intended to confer on any Person other than the parties hereto, or such parties’ successors and assigns, any legal or equitable rights or remedies under or by reason of this Agreement, except as otherwise provided in Section 12.6.

12.13   Certain Payments.    Where any payment is to be made by Buyer to Conopco or by Conopco to Buyer pursuant to this Agreement in respect of the UK Shares, any payment by Conopco to Buyer shall be made by Conopco on behalf of the relevant Share Seller to Buyer on behalf of the relevant Designated UK Buyer and any payment by Buyer to Conopco shall be made by Buyer on behalf of the relevant Designated UK Buyer to Conopco on behalf of the relevant Share Seller.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    S. CURTIS JOHNSON
	S. Curtis Johnson Chairman

JOHNSON PROFESSIONAL HOLDINGS, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey President

CONOPCO, INC.
By:	/s/    RUDY MARKHAM
	Rudy Markham Lawful Attorney

Schedule 9

ARTICLE IX

AGREEMENTS WITH RESPECT TO EMPLOYEES AND EMPLOYEE BENEFITS

9.1  Conopco Representations: U.S. Employee Plans; Employment Contracts.    Conopco hereby represents and warrants, as of the date hereof and as of the Closing Date, to Buyer that:

(a)  Section 9.1(a) of the DiverseyLever Disclosure Schedule lists (i) each employee benefit plan as such term is defined in Section 3(3) of ERISA (a “U.S. Employee Plan”), (ii) each other plan, policy, practice and arrangement providing for supplemental nonqualified benefits, deferred compensation, severance benefits, change of control benefits, retention benefits, bonuses, stock options, stock appreciation rights, stock purchase or other forms of incentive compensation, disability, medical, health, death, retiree life and medical, or vacation benefit or other compensation or benefits, which, in each case specified in subsections (i) and (ii) hereof, (A) is or was sponsored, entered into, maintained or contributed to, as the case may be, by any member of the Unilever Group or any of their Affiliates, or any predecessor thereof, and (B) covers or benefits any U.S. Employee or any spouse, dependents or beneficiary thereof or in respect of which Buyer or any member of the CMI Group could incur any liability after the Closing (subsections (i) and (ii) hereof are hereinafter referred to collectively as the “U.S. Benefit Arrangements”) and (iii) each management, employment, severance, consulting, or other Contract providing for the retention of personal services, between any member of the Unilever Group or any of their Affiliates, on the one hand, and any U.S. Employee, on the other hand, involving the payment of non-standard compensation and benefits in excess of $100,000 or more, per individual per annum or involving compensation or benefit arrangements for an expatriate employee involving the payment of $100,000 or more, per individual per annum (hereinafter referred to collectively as the “U.S. Employment Contracts”).

(b)  Except as permitted in the last sentence of this Section 9.1(b), Conopco has delivered or made available to Buyer true and complete copies of, as applicable, (i) with respect to each of the U.S. Employee Plans, the plan document and all amendments thereto, any related trust documents and insurance policies, the most recent Internal Revenue Service determination letter, the most recent summary plan description and subsequent summaries of material modifications, the most recently filed IRS Form 5500 and the most recently prepared actuarial valuation report, and (ii) with respect to each other U.S. Benefit Arrangement and U.S. Employment Contract, such contracts, plans, agreements, arrangements, programs, policies or practices or descriptions thereof, including any amendments thereto, and, if applicable, the most recently prepared actuarial valuation reports pertaining thereto. Conopco will deliver prior to Closing, a true, accurate and complete copy of each U.S. Employment Contract involving compensation or benefit arrangements for each expatriate employee and each expatriate policy under which any U.S. Employee is covered.

(c)  Except as disclosed in Section 9.1(c) of the DiverseyLever Disclosure Schedule, no member of the Unilever Group nor any of its ERISA Affiliates has incurred any

liability (other than for PBGC premiums not yet due) under Title IV of ERISA that could become an obligation of Buyer or any of its Affiliates, except for any such liability that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate. No Pension Plan maintained or contributed to by any member of the Unilever Group or any of its ERISA Affiliates has incurred any accumulated funding deficiency (within the meaning of Section 412 of the Code), whether or not waived, except for any such deficiency that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(d)  Each of the U.S. Employee Plans in respect of which Buyer or any of its Affiliates could have any liability that is intended to satisfy Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and, to the knowledge of Conopco, nothing has occurred since the issuance of each such letter which could reasonably affect its qualification.

(e)  Except as set forth on Section 9.1(e)(i) of the DiverseyLever Disclosure Schedule, there is no pending or, to the knowledge of Conopco, threatened claim, lawsuit or arbitration relating to any U.S. Benefit Arrangement or U.S. Employment Contract in respect of which Buyer or any of its Affiliates could have any liability other than routine claims for benefits, and Conopco has no knowledge of facts which could form a reasonable basis for any such claim, lawsuit or arbitration. Except as set forth on Section 9.1(e)(i) of the DiverseyLever Disclosure Schedule, each U.S. Benefit Arrangement and U.S. Employment Contract (i) has been administered and operated in accordance with its terms in all respects, except for non–compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate, (ii) complies in form, and has been administered and operated in compliance, with all applicable requirements of ERISA, the Code and other Applicable Laws in all respects and is valid and effective, except for non–compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate, and (iii) complies with any applicable contract or collective bargaining agreement, except for non–compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate. Except as disclosed in Section 9.1(e)(ii) of the DiverseyLever Disclosure Schedule, no investigation, audit or dispute relating to any U.S. Benefit Arrangement or U.S. Employment Contract in respect of which Buyer or any of its Affiliates could have any liability is pending or, to the knowledge of Conopco, threatened before any governmental agency, and Conopco has no knowledge of facts which are likely to give rise to any such investigation, audit or dispute. To the knowledge of Conopco, the Pension Benefit Guaranty Corporation (“PBGC”) has not instituted proceedings to terminate any U.S. Employee Plan subject to Title IV of ERISA, and no condition exists that presents a material risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan.

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(f)  No member of the Unilever Group nor any of their Affiliates nor, to the knowledge of Conopco, any other “disqualified person” (within the meaning of Section 4975 of the Code) or “party in interest” (within the meaning of Section 3(14) of ERISA) has taken or omitted to take any action with respect to any U.S. Employee Plan which could subject any such plan (or its related trust) or any member of the Unilever Group or any of their Affiliates or any officer, director or employee of any of the foregoing to any penalty or tax under Section 502(i) of ERISA or Section 4975 of the Code or liability for breach of fiduciary responsibility under ERISA in excess of $250,000 individually or $1,000,000 in the aggregate and in respect of which Buyer or any of its Affiliates could have any liability.

(g)  None of the U.S. Benefit Arrangements is a Multiemployer Plan.

(h)  Except as disclosed in Section 9.1(h) of the DiverseyLever Disclosure Schedule or as may be triggered by Conopco’s or any of its Affiliates’ obligations under Section 9.6(b) or as otherwise specifically contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, any current or former U.S. Employee, including, without limitation, any severance payment or benefit; (ii) increase any benefits otherwise payable under any U.S. Benefit Arrangement or U.S. Employment Contract or (iii) result in the acceleration of the time of payment or vesting of any such benefits, in each case, involving payments or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $100,000.

(i)  All filings required by ERISA and the Code as to each U.S. Benefit Arrangement or U.S. Employment Contract have been timely filed and all notices and disclosures to participants required by either ERISA or the Code have been timely provided, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

9.2  Conopco Representations: International Plans; Employment Contracts.    Conopco hereby represents and warrants, as of the date hereof and as of the Closing Date, to Buyer that:

(a)  Section 9.2(a) of the DiverseyLever Disclosure Schedule lists (i) each employee benefit plan, scheme, agreement, arrangement, program, policy or practice (which are legally enforceable or an established practice) which is (or, if (B) below applies, was) sponsored, entered into, maintained or contributed to by any member of the Unilever Group or any of their Affiliates, or predecessors thereof, and (A) which covers or provides benefits with respect to any Ex-U.S. Employee or any spouse, dependent or beneficiary thereof (other than Governmental Authority maintained plans or funds to which any member of the Unilever Group or their Affiliates is required to contribute pursuant to Applicable Laws), providing for vacation, severance, disability, early retirement, medical, dental, hospitalization, life insurance, incentive bonus, savings and retirement, retention, stock option, stock appreciation rights, stock purchase, employment anniversary awards, deferred compensation, profit sharing, earnings related pay, variable pay and other bonus, retiree life and medical benefits, and leaving or termination indemnities or (B) in respect of which Buyer or any member of the CMI Group could incur any liability after the Closing (hereinafter referred to collectively as the “International Plans”) and (ii)

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each management, employment, severance, consulting or other Contract providing for the retention of personal services between any member of the Unilever Group or any of its Affiliates, on the one hand, and any Ex-U.S. Employee, on the other hand, involving payments of non-standard compensation or benefits in excess of $100,000 per individual per annum or involving compensation or benefit arrangements for an expatriate employee involving the payment of $100,000 or more, per individual per annum (hereinafter referred to collectively as the “International Employment Contracts”); provided, however, that, notwithstanding the foregoing, with respect to International Plans and International Employment Contracts in any jurisdiction other than a Material Jurisdiction and with respect to International Employment Contracts involving compensation or benefit arrangements for expatriate employees, Conopco shall only be obligated to provide such list after the date of this Agreement and prior to Closing and, with respect to such International Plans, only with respect to those plans that provide pension, supplemental pension, health, disability, savings, death, severance, bonus or equity incentive benefits.

(b)  Except as permitted in the last sentence of this Section 9.2(b), Conopco has delivered to Buyer a true, accurate and complete (i) summary description, as provided to employees, of each International Plan and each International Employment Contract, (ii) copy, as applicable, of any agreement, deed or declaration constituting such International Plans and International Employment Contracts, (iii) copy of any material announcement regarding an International Plan which is not incorporated in such International Plan, and (iv) copy of the most recently prepared actuarial valuation reports pertaining to each International Plan and International Employment Contract prepared for purposes of (A) local compliance requirements, (B) determining contributions and (C) calculations of expenses for accounting purposes, in each case in the possession of Conopco as of the date hereof. Conopco will deliver to Buyer prior to Closing, a true, accurate and complete copy of the foregoing documents not in its possession as of the date hereof which relate to International Plans and International Employment Contracts in Material Jurisdictions and will deliver to Buyer prior to Closing, at Buyer’s written request, a true, accurate and complete copy of the foregoing documents not in its possession as of the date hereof which relate to International Plans and International Employment Contracts in jurisdictions other than Material Jurisdictions that are described in the proviso at the end of Section 9.2(a). Conopco will deliver prior to Closing, a true, accurate and complete copy of each International Employment Contract involving compensation or benefit arrangements for each expatriate employee and each expatriate policy under which any Ex-U.S. Employee is covered.

(c)  Except as disclosed in Section 9.2(c) of the DiverseyLever Disclosure Schedule, each of the International Plans and International Employment Contracts (i) has been administered and operated in accordance with its terms in all respects, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate, (ii) complies in form, and has been administered and operated in compliance, with all applicable requirements of Applicable Laws in all respects and is valid and effective, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate, and (iii) complies with any applicable contract or labor or collective bargaining agreement, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the

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EBITDA of the DiverseyLever Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(d)  No member of the Unilever Group nor its Affiliates have received, in respect of an International Plan or International Employment Contract, any notice of (i) any inquiry or proceeding by any Governmental Authority or regulatory agency which is not routine, or (ii) any claim or litigation, whether threatened or pending (other than for routine claims for benefits), and, to Conopco’s knowledge, there are no facts or circumstances likely to result in any such inquiry, proceeding, claim or litigation.

(e)  Except as disclosed in Section 9.2(f) of the DiverseyLever Disclosure Schedule or as otherwise specifically contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, any current or former Ex-U.S. Employee, including, without limitation, any severance payment or benefit; (ii) increase any benefits otherwise payable under any International Plan or International Employment Contract or (iii) result in the acceleration of the time of payment or vesting of any such benefits, in each case, involving payments or an adverse impact on the EBITDA of the DiverseyLever Business in excess of $100,000.

(f)  Each International Plan required to be registered has been registered and maintained in good standing with applicable regulatory authorities, and each International Plan that is intended to be subject to beneficial tax treatment is subject to such treatment and, to Conopco’s knowledge, nothing has occurred that could reasonably affect such status.

(g)  Each of the Companies or Asset Sellers participating in the UK Pension Scheme has at all material times held or been named in a contracting-out certificate referable to the U.K. Pension Scheme.

9.3  Buyer Representations: U.S. Employee Plans; Employment Contracts.    Buyer hereby represents and warrants, as of the date hereof and as of the Closing Date, to Conopco that:

(a)  Section 9.3(a) of the CMI Disclosure Schedule lists (i) each employee benefit plan as such term is defined in Section 3(3) of ERISA (a “CMI U.S. Employee Plan”), (ii) each other plan, policy, practice and arrangement providing for supplemental nonqualified benefits, deferred compensation, severance benefits, change of control benefits, retention benefits, bonuses, stock options, stock appreciation rights, stock purchase or other forms of incentive compensation, disability, medical, health, death, retiree life and medical, or vacation benefit or other compensation or benefits, which, in each case specified in subsections (i) and (ii) hereof, (A) is or was sponsored, entered into, maintained or contributed to, as the case may be, by any member of the CMI Group or any of their Affiliates, or any predecessor thereof, and (B) covers or benefits any person actively employed by any member of the CMI Group or any of their Affiliates in the United States or Puerto Rico or any spouse, dependents or beneficiary thereof (subsections (i) and (ii) hereof are hereinafter referred to collectively as the “CMI U.S. Benefit Arrangements”) and (iii) each management, employment, severance, consulting, or other Contract providing for the retention of personal services, between any member of the CMI

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Group or any of their Affiliates, on the one hand, and any person actively employed in the United States or Puerto Rico, on the other hand, involving the payment of non-standard compensation and benefits in excess of $100,000 or more, per individual per annum or involving compensation or benefit arrangements for an expatriate employee involving the payment of $100,000 or more per annum (hereinafter referred to collectively as the “CMI U.S. Employment Contracts”).

(b)  Except as permitted in the last sentence of this Section 9.3(b), Buyer has delivered or made available to Conopco true and complete copies of, as applicable, (i) with respect to each of the CMI U.S. Employee Plans, the plan document and all amendments thereto, any related trust documents and insurance policies, the most recent Internal Revenue Service determination letter, the most recent summary plan description and subsequent summaries of material modifications, the most recently filed IRS Form 5500 and the most recently prepared actuarial valuation report, and (ii) with respect to each other CMI U.S. Benefit Arrangement and CMI U.S. Employment Contract, such contracts, plans, agreements, arrangements, programs, policies or practices or descriptions thereof, including any amendments thereto, and, if applicable, the most recently prepared actuarial valuation reports pertaining thereto. Buyer will deliver prior to Closing, a true, accurate and complete copy of each CMI U.S. Employment Contract involving compensation or benefit arrangements for each expatriate employee and each expatriate policy under which any U.S. employee of CMI or its Affiliates is covered.

(c)  Except as disclosed in Section 9.3(c) of the CMI Disclosure Schedule, no member of the CMI Group nor any of its ERISA Affiliates has incurred any liability (other than for PBGC premiums not yet due) under Title IV of ERISA that could become an obligation of Conopco or any of its Affiliates, except for any such liability that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate. No Pension Plan maintained or contributed to by any member of the CMI Group or any of its ERISA Affiliates has incurred any accumulated funding deficiency (within the meaning of Section 412 of the Code), whether or not waived, except for any such deficiency that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate. All contributions, premiums or other payments due from any member of the CMI Group or any of its Affiliates or ERISA Affiliates to (or under) any of the CMI U.S. Employee Plans, CMI U.S. Benefit Arrangements and CMI U.S. Employment Contracts have been fully paid before the applicable due dates, except for any such payments that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(d)  Each of the CMI U.S. Employee Plans in respect of which Conopco or any of its Affiliates could have any liability that is intended to satisfy Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and, to the knowledge of Buyer, nothing has occurred since the issuance of each such letter which could reasonably affect its qualification.

(e)  Except as set forth on Section 9.3(e)(i) of the CMI Disclosure Schedule, there is no pending or, to the knowledge of Buyer, threatened claim, lawsuit or arbitration

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relating to any CMI U.S. Benefit Arrangement or CMI U.S. Employment Contract other than routine claims for benefits, and Buyer has no knowledge of facts which could form a reasonable basis for any such claim, lawsuit or arbitration. Except as set forth on Section 9.3(e)(i) of the DiverseyLever Disclosure Schedule, each CMI U.S. Benefit Arrangement and CMI U.S. Employment Contract (i) has been administered and operated in accordance with its terms in all respects, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate, (ii) complies in form, and has been administered and operated in compliance, with all applicable requirements of ERISA, the Code and other Applicable Laws in all respects and is valid and effective, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate, and (iii) complies with any applicable contract or collective bargaining agreement, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate. Except as disclosed in Section 9.3(e)(ii) of the CMI Disclosure Schedule, no investigation, audit or dispute relating to any CMI U.S. Benefit Arrangement or CMI U.S. Employment Contract is pending or, to the knowledge of Buyer, threatened before any governmental agency, and Buyer has no knowledge of facts which are likely to give rise to any such investigation, audit or dispute. To the knowledge of Buyer, the PBGC has not instituted proceedings to terminate any CMI U.S. Employee Plan subject to Title IV of ERISA, and no condition exists that presents a material risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such plan.

(f)  No member of the CMI Group nor any of their Affiliates nor, to the knowledge of Buyer, any other “disqualified person” (within the meaning of Section 4975 of the Code) or “party in interest” (within the meaning of Section 3(14) of ERISA) has taken or omitted to take any action with respect to any CMI U.S. Employee Plan which could subject any such plan (or its related trust) or any member of the CMI Group or any of their Affiliates or any officer, director or employee of any of the foregoing to any penalty or tax under Section 502(i) of ERISA or Section 4975 of the Code or liability for breach of fiduciary responsibility under ERISA in excess of $250,000 individually or $1,000,000 in the aggregate.

(g)  None of the CMI U.S. Benefit Arrangements is a Multiemployer Plan.

(h)  Except as disclosed in Section 9.3(h) of the CMI Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in conjunction with any other event, (i) result in any payment becoming due, or increase the amount of compensation due, any current or former CMI U.S. employee, including, without limitation, any severance payment or benefit; (ii) increase any benefits otherwise payable under any CMI U.S. Benefit Arrangement or CMI U.S. Employment Contract or (iii) result in the acceleration of the time of payment or vesting of any such benefits, in each case, involving payments or an adverse impact on the EBITDA of the CMI Business in excess of $100,000.

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(i)  All filings required by ERISA and the Code as to each CMI U.S. Benefit Arrangement or CMI U.S. Employment Contract have been timely filed and all notices and disclosures to participants required by either ERISA or the Code have been timely provided, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

9.4  Buyer Representations: International Plans; Employment Contracts.     Buyer hereby represents and warrants, as of the date hereof and as of the Closing Date, to Conopco that:

(a)  Section 9.4(a) of the CMI Disclosure Schedule lists (i) each employee benefit plan, scheme, agreement, arrangement, program, policy or practice (which are legally enforceable or an established practice) which is (or, if (B) below applies, was) sponsored, entered into, maintained or contributed to by any member of the CMI Group or any of their Affiliates, or predecessors thereof, and (A) which covers or provides benefits with respect to any person actively employed by Buyer or its Affiliates outside the United States or Puerto Rico or any spouse, dependent or beneficiary thereof (other than Governmental Authority maintained plans or funds to which any member of the CMI Group or their Affiliates is required to contribute pursuant to Applicable Laws), providing for vacation, severance, disability, early retirement, medical, dental, hospitalization, life insurance, incentive bonus, savings and retirement, change of control, retention, stock option, stock appreciation rights, stock purchase, employment anniversary awards, deferred compensation, profit sharing, earnings related pay, variable pay and other bonus, retiree life and medical benefits, and leaving or termination indemnities or (B) in respect of which Conopco or any member of the Unilever Group could incur any liability after the Closing (hereinafter referred to collectively as the “CMI International Plans”) and (ii) each management, employment, severance, consulting or other Contract providing for the retention of personal services between any member of the CMI Group or any of its Affiliates, on the one hand, and any person actively employed by Buyer or its Affiliates outside the United States or Puerto Rico, on the other hand, involving payments of non-standard compensation or benefits in excess of $100,000 per individual per annum or involving compensation or benefit arrangements for an expatriate employee involving the payment of $100,000 or more, per individual per annum (hereinafter referred to collectively as the “CMI International Employment Contracts”); provided, however, that, notwithstanding the foregoing, with respect to CMI International Plans and CMI International Employment Contracts in any jurisdiction other than a Material Jurisdiction and with respect to CMI International Employment Contracts involving compensation or benefit arrangements for expatriate employees, Buyer shall only be obligated to provide such list after the date of this Agreement and prior to Closing and, with respect to CMI International Plans, only with respect to those that provide pension, supplemental pension, health, disability, savings, death, severance, bonus or equity incentive benefits.

(b)  Except as permitted in the last sentence of this Section 9.4(b), Buyer has delivered to Conopco a true, accurate and complete (i) summary description, as provided to employees, of each CMI International Plan and each CMI International Employment Contract, (ii) copy, as applicable, of any agreement, deed or declaration constituting such CMI International Plans and CMI International Employment Contracts, (iii) copy of any material

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announcement regarding an CMI International Plan which is not incorporated in such CMI International Plan, and (iv) copy of the most recently prepared actuarial valuation reports pertaining to each CMI International Plan and CMI International Employment Contract prepared for purposes of (A) local compliance requirements, (B) determining contributions and (C) calculations of expenses for accounting purposes, in each case in the possession of Buyer as of the date hereof. Buyer will deliver to Conopco prior to Closing, a true, accurate and complete copy of the foregoing documents not in its possession as of the date hereof which relate to CMI International Plans and CMI International Employment Contracts in Material Jurisdictions and will deliver to Conopco prior to Closing, at Conopco’s written request, a true, accurate and complete copy of the foregoing documents not in its possession as of the date hereof which relate to CMI International Plans and CMI International Employment Contracts in jurisdictions other than Material Jurisdictions that are described in the proviso at the end of Section 9.4(a). Buyer will deliver prior to Closing, a true, accurate and complete copy of (i) each CMI International Employment Contract involving compensation or benefit arrangements for each expatriate employee and each expatriate policy under which any employee employed by Buyer or its Affiliates outside the U.S. are covered and (ii) at the written request of Conopco, information relating to accounting entries in respect of the Material Benefit Plans and Shared Plans (as such terms are defined in the Shareholders’ Agreement) as of the date of this Agreement.

(c)  Except as disclosed in Section 9.4(c) of the CMI Disclosure Schedule, each of the CMI International Plans and CMI International Employment Contracts (i) has been administered and operated in accordance with its terms in all respects, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate, (ii) complies in form, and has been administered and operated in compliance, with all applicable requirements of Applicable Laws in all respects and is valid and effective, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate, and (iii) complies with any applicable contract or labor or collective bargaining agreement, except for non-compliance that has not resulted, and would not reasonably be expected to result, in Costs or an adverse impact on the EBITDA of the CMI Business in excess of $250,000 individually or $1,000,000 in the aggregate.

(d)  No member of the CMI Group nor its Affiliates have received, in respect of an CMI International Plan or CMI International Employment Contract, any notice of (i) any inquiry or proceeding by any Governmental Authority or regulatory agency which is not routine, or (ii) any claim or litigation, whether threatened or pending (other than for routine claims for benefits), and, to Buyer’s knowledge, there are no facts or circumstances likely to result in any such inquiry, proceeding, claim or litigation.

(e)  Except as disclosed in Section 9.2(e) of the CMI Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due, or increase the amount of compensation due, any current or former employee employed by any member of the CMI Group or its Affiliates outside the United States or Puerto Rico, including, without limitation, any severance payment or benefit; (ii) increase any benefits otherwise payable under any CMI International Plan or CMI International Employment Contract or (iii) result in the acceleration of

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the time of payment or vesting of any such benefits, in each case, involving payments or an adverse impact on the EBITDA of the CMI Business in excess of $100,000.

(f)  Each CMI International Plan required to be registered has been registered and maintained in good standing with applicable regulatory authorities, and each CMI International Plan that is intended to be subject to beneficial tax treatment is subject to such treatment and, to Buer’s knowledge, nothing has occurred that could reasonably affect such status.

9.5  Sellers’ and Buyer’s Obligations to Employees.

(a)  Buyer shall be obligated to continue the employment of Employees, or offer employment to Employees, on the following basis:

(i)  Buyer shall cause the Companies to continue the employment of their Employees as of the Closing; and

(ii)  With respect to Business Employees,

(A)  to the extent required by applicable Transfer Regulations, Buyer shall employ, or cause an Affiliate to employ, such Employees as of the Closing, and

(B)  to the extent not required to employ such Employees by any applicable Transfer Regulations, Buyer shall offer, or cause an Affiliate to offer, to hire such Employees as of the Closing.

(iii)  Subject to the remaining provisions of this Article IX and any applicable collective bargaining agreement, Buyer shall establish the terms and conditions of employment and positions applicable to Employees from and after the Closing as it shall determine from time to time in its sole discretion consistent with Applicable Law.

(b)  (i)  Buyer agrees for a period of 36 months after Closing that each Transferred Employee shall be employed on such terms and conditions relating to compensation, benefits and any other terms and conditions with an economic value to the employee, including incentive and equity plan opportunities and benefits related to length of service (but excluding any Benefits or Ongoing Welfare Benefits as are covered in Section 9.11) the aggregate value of which is no less than the aggregate value of such terms and conditions provided to the Transferred Employee immediately prior to Closing. For this purpose, the value of equity incentive plans taken into account for applicable Transferred Employees shall be based on the percentage of compensation represented by awards at time of grant, which value in relation to option awards (A) under Unilever’s equity incentive plans shall be based on the “Black-Sholes” method and (B) under Buyer’s equity incentive plans shall be based on the methodology provided by Buyer to Conopco prior to the date of this Agreement.

(ii)  Without prejudice to the provisions of Section 9.5(b)(i), Buyer shall pay, or cause to be paid, to any Transferred Employee whose termination of

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employment with Buyer or its Affiliates occurs within 36 months after the Closing severance payments and benefits (whether contractual or otherwise and giving due credit to the Transferred Employee for service and earnings prior to the Closing Date and any additional service or earnings from the Closing Date onwards) which are no less favorable to the Transferred Employee than those provided under any severance plan or policy (other than individual agreements) under which the Transferred Employee was covered immediately prior to Closing and which in the case of any such plan or policy covering Employees in a Material Jurisdiction is described or referred to in Section 9.5(b)(ii) of the DiverseyLever Disclosure Schedule. The value of any additional pension or other payment provided on such termination shall not be affected by whether the individual has or has not transferred rights in relation to past service under any Parent Group Plan to a Buyer Group Plan. To the extent a termination benefit has been paid to any Transferred Employee as a result of the termination of his employment as of Closing, the amount so paid shall be deducted from any amount otherwise due in accordance with Buyer’s obligation under this Section 9.5(b)(ii).

(c)  (i) Without limiting the generality of Section 9.5(b), Buyer agrees that, with respect to Business Employees in jurisdictions having Transfer Regulations, the terms and conditions of employment of such Business Employees in effect as of the Closing Date shall be maintained by Buyer or its Affiliates to the extent required by such Transfer Regulations. The Closing Date shall be deemed the time of transfer under the Transfer Regulations.

(ii)  (A) Buyer shall provide Conopco at Conopco’s written request with such information as is reasonably required by Conopco or any of its Affiliates to enable Conopco and any of its Affiliates to carry out their duties under the Transfer Regulations and to comply with all obligations to inform and/or consult Employees or their representatives in respect of the transactions contemplated by this Agreement required under any Applicable Law or under the terms of any labor, works council or collective bargaining agreement to which Conopco or its Affiliates is bound. Subject to Buyer being in compliance with such obligation to provide reasonably required information, Conopco shall and shall cause its Affiliates to comply with the Transfer Regulations and their obligations to inform and consult Employees or their representatives under Applicable Law or under the terms of any labor, works council or collective bargaining agreement to which Conopco or its Affiliates is bound and shall advise Buyer in writing of any obligation Buyer or its Affiliates may have, if any, under any such agreement. Conopco shall indemnify Buyer (on behalf of the relevant member of the CMI Group) against all liabilities arising from the failure by Conopco or its Affiliates to comply with the Transfer Regulations or their obligations to inform and/or consult employees or their representatives in respect of the transactions contemplated by this Agreement required under any Applicable Law or under the terms of any labor, works council or collective bargaining agreement to which Conopco or any of its Affiliates is bound.

(B)  Conopco shall provide Buyer at Buyer’s written request with such information as is reasonably required by Buyer or any of its Affiliates to enable Buyer and any of its Affiliates to carry out their duties under the Transfer Regulations and to comply with all obligations to inform and/or consult employees or their representatives in respect of the

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transactions contemplated by this Agreement required under any Applicable Law or under the terms of any labor, works council or collective bargaining agreement to which Buyer or its Affiliates is bound. Subject to Conopco being in compliance with such obligation to provide reasonably required information, Buyer shall and shall cause its Affiliates to comply with the Transfer Regulations and their obligations to inform and consult employees or their representatives under Applicable Law or under the terms of any labor, works council or collective bargaining agreement to which Buyer or its Affiliates is bound and shall advise Conopco in writing of any obligation Conopco or its Affiliates may have, if any, under any such agreement. Buyer shall indemnify Conopco (on behalf of the relevant member of the Unilever Group) against all liabilities arising from the failure by Buyer or its Affiliates to comply with the Transfer Regulations or their obligations to inform and/or consult employees or their representatives in respect of the transactions contemplated by this Agreement required under any Applicable Law or under the terms of any labor, works council or collective bargaining agreement to which Buyer or any of its Affiliates is bound.

(d)  With respect to Represented U.S. Employees of the Asset Sellers and Represented Ex-U.S. Employees of the Asset Sellers not subject to Transfer Regulations, execution of this Agreement shall not in any way preclude Buyer from, at the request of such Employees, modifying, altering or terminating any of the existing terms and conditions applicable to any such Employees of the Asset Sellers that Buyer might employ.

(e)  (i) Except to the extent reflected as an accrued liability in the Final DiverseyLever Closing Working Capital Account, Sellers shall be solely responsible and retain liability for, and Buyer and its Affiliates shall have no obligation to pay or provide:

(A)  (I) the “Exceptional Bonus” payable in accordance with the terms of the letter dated July 24, 2000 to Mr. Venkatesh Kasturirangon, as subsequently amended; and

(II)  50% of any retention bonus which becomes payable to any Transferred Employee whose name is listed in Schedule 9.5(e)(i)(A)(II) of the DiverseyLever Disclosure Schedule under and in accordance with the terms of the letters (known as “Package A”) issued to such Employee prior to Closing, a sample of which appears in the Unilever data room at 9.4, Section 3, and 50% of any retention bonus which becomes payable to any Seconded Employee whose name is listed in Schedule 9.5(e)(i)(A)(II) of the DiverseyLever Disclosure Schedule under and in accordance with Package A issued to such Seconded Employee prior to Closing provided such amount becomes payable during the period the Seconded Employee is seconded to work after Closing for Buyer or its Affiliates; and

(III)  50% of the amounts which become payable to any Transferred Employee whose name is listed in Schedule 9.5(e)(i)(A)(III) of the DiverseyLever Disclosure Schedule solely as the result of the terms of the letters (known as “Package B”) issued to such Employee prior to Closing, a sample of which appears in the Unilever data room at 9.4,

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Section 3, but excluding any amounts which would have been payable to the Transferred Employee in the absence of Package B; and

(IV)  any payments or benefits (other than those provided for in (A)(II) and (III) above and in (ii)(A), (B) and (C) below) to any Transferred Employee pursuant to any individual agreement entered into prior to Closing by Conopco or any of its Affiliates solely and expressly for the purposes of facilitating the transactions contemplated by this Agreement or of otherwise selling, transferring or disposing of all or part of the DiverseyLever Business, including without limitation, any other retention bonuses or stay pay, exceptional bonuses, returns to Unilever Guarantees and severance payments or benefits in connection therewith, leaving indemnities or other severance payments, whether such severance payments or benefits accrue before, on or after Closing, but only to the extent that any such payment or benefit exceeds the payment or benefit which the Transferred Employee would have received in the absence of such individual agreement or in the absence of the transactions contemplated by this Agreement,

(B)  any severance payments and benefits in respect of the termination of any employee of Conopco or its Affiliates or any predecessor thereof, including any Employee, occurring before the Closing, whether or not as a result of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement,

(C)  all severance payments and benefits payable to Employees who do not become Transferred Employees because they do not accept an offer of employment with the Buyer or its Affiliates made in compliance with this Article IX or choose, under Applicable Law, not to become an employee of Buyer or its Affiliates having been made an offer of employment with the Buyer or its Affiliates made in compliance with this Article IX, provided however that if Buyer or its Affiliates employ any such individual within one year after the Closing Date knowing that Sellers have made such a severance payment or benefit then Buyer shall reimburse Sellers for the amount of such severance payments or benefits, and

(D)  all severance payments and benefits payable to any employee of Conopco or its Affiliates or any Transferred Employee as a result of termination of employment arising out of the closure of any facility listed on Section 9.5(e)(i)(D) of the DiverseyLever Disclosure Schedule or in connection with termination of employment where formal notice of termination was given by Conopco or its Affiliates at or prior to Closing but the actual termination occurs after Closing, provided, in each case, that the amount payable by Sellers in respect of any such termination shall not exceed the amount which would have been payable had such

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termination been effected on the terms in place immediately prior to Closing.

(ii)  Buyer shall be solely responsible and assume liability for, and Sellers and their Affiliates shall have no obligation to pay or provide:

(A)  the amounts which become payable to any Transferred Employee whose name is listed in Schedule 9.5(e)(i)(A)(II) under and in accordance with the provisions under the heading “Notice Period” of the letters (known as “Package A”) issued to such Employee prior to Closing, a sample of which appears in the Unilever data room at 9.4, Section 3;

(B)  50% of any retention bonus which becomes payable to any Transferred Employee whose name is listed in Schedule 9.5(e)(i)(A)(II) under and in accordance with the terms of the letters (known as “Package A”) issued to such Employee prior to Closing, a sample of which appears in the Unilever data room at 9.4, Section 3, and 50% of any retention bonus which becomes payable to any Seconded Employee whose name is listed in Schedule 9.5(e)(i)(A)(II) under and in accordance with Package A issued to such Seconded Employee prior to Closing provided such amount becomes payable during the period the Seconded Employee is seconded to work after Closing for Buyer or its Affiliates; and

(C)  50% of the amounts which become payable to any Transferred Employee whose name is listed in Schedule 9.5(e)(i)(A)(III) of the DiverseyLever Disclosure Schedule as the result of the terms of the letters (known as “Package B”) issued to such Employee prior to Closing, a sample of which appears in the Unilever data room at 9.4, Section 3, together with any amounts which would have been payable to the Transferred Employee in absence of Package B.

(f)  Sellers shall be solely responsible and retain liability for, and Buyer and its Affiliates shall have no obligation to pay or provide, any obligation due under any individual agreement relating to any Transferred Employee of a nature not generally applicable to other Employees of similar status entered into prior to Closing by Conopco or any of its Affiliates, or any predecessor thereof (a “Non-Standard Benefit”) where (i) that Non-Standard Benefit has not been disclosed in the Unilever data room established in connection with the transactions contemplated by this Agreement and (ii) the value of the Non-Standard Benefit in respect of that Transferred Employee exceeds the standard benefit by US $100,000 per annum. For the avoidance of doubt, Sellers’ responsibility under this clause is limited to the amount by which the Non-Standard Benefit exceeds the standard amount.

(g)  Buyer shall recognize, or cause to be recognized, Transferred Employees’ service with Conopco or its Affiliates prior to the Closing for eligibility and vesting purposes under the employee benefit plans of Buyer and its Affiliates after the Closing.

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(h)  If any Transferred Employee requires a work permit or employment pass or other approval (a “Permit”) for his employment to continue with Buyer or its Affiliates after Closing, Buyer shall use its best efforts to see that any necessary applications are promptly made and to secure the necessary Permits and the provisions of Section 6.15 shall apply to the continued employment and transfer of such employees.

(i)  Each Seconded Employee of Conopco or its Affiliates listed in Schedule L shall (subject to the rights of the respective employer and employee to terminate the employee’s employment at any time in their absolute discretion) continue to be employed by a member of the Unilever Group and shall be seconded to work after the Closing for Buyer or its Affiliates in the DiverseyLever Business for the period set out after that Seconded Employee’s name in Schedule L, which such period may be extended by the further period set out in Schedule L after the Seconded Employee’s name with the agreement of the employee concerned. The following additional provisions shall apply with respect to the Seconded Employees:

(i)  Each Seconded Employee shall be paid, and employment benefits shall be provided to such Seconded Employee, by a member of the Unilever Group, and Buyer shall pay to Conopco (on behalf of the relevant member of the Unilever Group) within five Business Days after the end of each calendar month or receipt of an invoice from Conopco for such month, if later, the direct and indirect cost of salary and other employment benefits for that Seconded Employee for such calendar month including relevant Taxes, social security costs and any unfunded costs or accruals in relation to post-Closing service (together with the cost of Benefit accrual charged on a local funding basis but ignoring any surplus or deficit in the Benefit Plan in question) on such basis as the Conopco may reasonably determine and agree with Buyer. Notwithstanding the foregoing, Sellers shall retain liability and be solely responsible, and Buyer and its Affiliates shall have no obligation to pay or reimburse Conopco, for costs and amounts paid relating to (i) severance payments and benefits payable to any Seconded Employee as a result of termination of the Seconded Employee’s employment, (ii) 100% of any amounts payable as a retention bonus under Package A issued to such Seconded Employee prior to Closing if such amount becomes payable during the period after the Seconded Employee ceases to be seconded to work for Buyer or its Affiliates and (iii) the value of stock options and equity compensation granted to or payable to such Seconded Employee by Conopco or its Affiliates.

(ii)  The relevant member of the Unilever Group may from time to time increase the salary of such Seconded Employee; provided, that any such increases are broadly in line with increases for similar employees of the Unilever Group.

(iii)  Buyer shall indemnify Conopco (on behalf of the relevant member of the Unilever Group) against any claim by, or relating to, a Seconded Employee arising out of any act or omission by Buyer or its Affiliates occurring after the Closing, and Conopco shall indemnify Buyer (on behalf of the relevant member of the CMI Group) against any claim by, or relating to, a Seconded Employee arising out of any act or omission by Sellers or their Affiliates occurring before, on or after the Closing.

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(iv)  Buyer shall provide that the working environment of each Seconded Employee and the work carried out by each Seconded Employee is similar to his working environment and work before Closing except as otherwise agreed by the Seconded Employee.

(v)  Subject to the Seconded Employee’s consent, any element of that Seconded Employee’s remuneration which is calculated immediately before Closing by reference to the performance of any part the Unilever Group shall, during the duration of the secondment, be calculated by reference to the performance of the Buyer or its Affiliates as appropriate.

(j)  If the contract of employment of any Business Employee terminates or is found or alleged after Closing not to be with Buyer or another member of the CMI Group as a consequence of the sale and purchase of the DiverseyLever Business Assets and other matters contemplated under this Agreement, Buyer (on behalf of the relevant member of the CMI Group) agrees that:

(i)  in consultation with Conopco it will, within five Business Days of being so requested (as long as the request is made no later than 10 Business Days after the Seller becomes aware of such finding or allegation), make to that Business Employee an offer in writing to employ him under a new contract of employment subject to, and to take effect upon, the termination referred to below; and

(ii)  the offer to be made will be on such terms and conditions as are consistent with the Buyer’s undertakings in this Article IX.

Upon that offer being made (or at any time after the expiration of such five Business Day period, if the offer is not made as requested), the relevant Asset Seller shall, where legally possible, terminate the employment of the Business Employee concerned (except where already terminated). Buyer shall indemnify Conopco (on behalf of the relevant member of the Unilever Group) against all liabilities arising from the employment of that Business Employee after Closing until such termination (up to a maximum period of 6 months) during any period where the services of the employee concerned are available to and utilized by a member of the CMI Group and against all liabilities arising from the termination of employment of that Business Employee provided that where such liabilities arise as a result of such termination notwithstanding an offer being made by Buyer in accordance with Article IX and acceptance of that offer by that Business Employee, Conopco shall indemnify Buyer against all liabilities in respect of such termination.

(k)  If the contract of employment of any person who is immediately prior to Closing employed by a member of the Unilever Group (other than an Employee) is found or alleged after Closing to be with Buyer or another member of the CMI Group as a consequence of the sale and purchase and other matters contemplated under this Agreement, Unilever agrees (on behalf of the relevant member of the Unilever Group) that:

(i)  in consultation with Buyer, it will, within five Business Days of being so requested (as long as the request is made no later than 10 Business Days after

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Buyer becomes aware of such finding or allegation and, in any event, within the period of six months after Closing (unless the individual is disabled)), make or cause a member of the Unilever Group to make to that employee an offer in writing to employ him under a new contract of employment subject to, and to take effect upon, the termination referred to below; and

(ii)  the offer to be made will be on the same terms and conditions as were provided to that employee immediately before Closing.

Upon that offer being made (or at any time after the expiration of such five Business Day period, if the offer is not made as requested), Buyer shall, or shall cause the relevant member of the CMI Group to, where legally possible, terminate the employment of the employee concerned. Buyer shall indemnify Conopco (on behalf of the relevant member of the Unilever Group) against all liabilities arising from the employment of that employee after Closing until such termination (up to a maximum period of 6 months) during any period where the services of the employee concerned are available to and utilized by a member of the CMI Group. Conopco shall indemnify Buyer (on behalf of the relevant member of the CMI Group) against all liabilities arising from the employment of that employee after Closing until such termination (up to a maximum period of 6 months) during any period where the services of the employee concerned are not available to or utilized by a member of the CMI Group and, whether or not the services of the employee concerned are available to or utilized by a member of the CMI Group during any such period against all liabilities arising from the termination of employment of that employee.

(l)  The provisions of Section 9.5(b) are to apply to the Employees only for so long as the Employees continue in the uninterrupted employment of any member of the CMI Group or any person to whom the whole or any part of the DiverseyLever Business or the CMI Group is transferred. If Buyer or a member of the CMI Group disposes of a member of the CMI Group or all or any part of the DiverseyLever Business, Buyer shall procure that the buyer concerned honors the obligations under Section 9.5(b) in respect of each Transferred Employee concerned in such a disposal.

(m)  (i) Conopco and Buyer acknowledge that:

(A)  the obligations referred to in Section 8.1(e) (without prejudice to the parties’ ability to waive the conditions referred to in Section 8.1(e)) may require the parties to take certain steps including:

(1)  the obtaining of advice from the competent labor union delegation or works council;

(2)  the carrying out of consultation with the competent labor union delegation or works council; and

(B)  reasonable changes to certain relevant provisions of this Agreement may be necessary or desirable as a result of (A)(1) and (2) above, provided that: (I) such changes will not result in terms less favorable to the relevant Transferred Employees than those contained in this Agreement; and (II) the position of Conopco, Buyer or any other

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member of the Unilever Group or the CMI Group will not be adversely affected by any such changes.

(ii)  without prejudice to the generality of the forgoing, Conopco and Buyer acknowledge that:

(A)  the obligations referred to in Section 8.1(e) in so far as they relate to the Netherlands will, without prejudice to the parties ability to waive the conditions referred to in Section 8.1(e), require the parties to procure the taking of all steps reasonably necessary or desirable to comply with the applicable provisions of the Dutch Works Council Act and the Dutch Merger Code, including

(1)  the obtaining of advice from the competent works council under the Works Council Act; and

(2)  the carrying out of consultation with the competent trade unions under Chapter II of the Merger Code; and

(B)  reasonable changes to certain relevant provisions of this Agreement may be necessary or desirable as a result of consultations with employee representatives as required by the Dutch Works Council Act and the Dutch Merger Code provided that:

(1) such changes will not result in terms less favorable to the relevant employees than those contained in this Agreement; and

(2) the position of Conopco, Buyer or any other member of the Unilever Group or the CMI Group will not be adversely affected by any such changes.

(C)  Conopco and Buyer shall each use their reasonable endeavors to ensure that the position of Buyer or any other member of the CMI Group will not be adversely affected by any of the changes referred to above.

(n)  (i) This Section 9.5(n) applies in respect of any Transferred Employee who is either listed in Section 6.13 of the DiverseyLever Disclosure Schedule or is agreed between Conopco and the Buyer and has been or is, prior to the Closing Date, given the right to elect to return to the employment of Conopco or its Affiliates within a period after the Closing Date and who exercises that right.

(ii)  Buyer shall pay each such Employee as is referred to in (i) above the appropriate prorata amounts representing any amounts earned or accrued in respect of his service with a relevant member of the CMI Group under any bonus or incentive plan prior to his return to the employment of Conopco or its Affiliates, provided that such

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Transferred Employee has provided Buyer with at least six months’ prior written notice of the date of his or her return to the employment of Conopco or its Affiliates.

9.6  Treatment of Conopco’s and Buyer’s U.S. Benefit Arrangements.

(a)  (i) As of the Closing, Conopco shall transfer, or cause to be transferred, to Buyer or one of its Affiliates, and Buyer shall adopt and assume, or cause one of its Affiliates to adopt and assume, the U.S. Benefit Arrangements and related trusts which are (A) Stand-Alone Plans and (B) any other U.S. Benefit Arrangements listed in Section 9.1(a) of the DiverseyLever Disclosure Schedule in which there are active participants who are Transferred Employees but no active participants who are employees of the Unilever Group (the “U.S. Stand-Alone Plans”). For the avoidance of doubt, the Auto-Chlor & DiverseyLever Post Retirement Welfare Plan to the extent it provides retiree medical benefits shall be expressly excluded from being a U.S. Stand-Alone Plan and shall be retained along with all liabilities relating thereto by Conopco and its Affiliates but, to the extent it provides retiree death benefits, shall be treated as a U.S. Stand-Alone Plan. Buyer and Conopco shall take all action reasonably required to effect such adoption and assumption of the U.S. Stand-Alone Plans as of the Closing Date. After such adoption and assumption, Conopco and its Affiliates shall, except as otherwise specifically provided in this Section 9.6, have no further liabilities or obligations under any U.S. Stand-Alone Plan or any rights under any trust thereunder. Except with respect to the U.S. Stand-Alone Plans or as otherwise specifically provided in this Section 9.6, (A) no assets or liabilities relating to any U.S. Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates, and (B) Buyer and its Affiliates shall have no liability or obligation with respect to any U.S. Benefit Arrangement, which liabilities and obligations shall be retained by Conopco and its Affiliates and the U.S. Benefit Arrangements.

(ii)  To the extent permitted by Applicable Law, Buyer shall assume all accrued compensation and vacation liabilities of U.S. Employees who become Transferred Employees, regardless of whether such liabilities relate to events which occurred on or prior to the Closing Date or to actions taken by Conopco or one of its Affiliates or Buyer or one of its Affiliates, or to consequences which are deemed to have occurred by operation of Applicable Law as a result of the transactions contemplated herein, but only to the extent such accrued liabilities are reflected as an accrued liability in the Final DiverseyLever Closing Working Capital Amount.

(b)  Except to the extent to do so would be contrary to Applicable Law and/or applicable local practice, Conopco shall, or shall cause its Affiliates to, amend the UNICare Savings Plan (the “Conopco’s U.S. Savings Plan”) to fully vest as of the Closing Date all U.S. Employees who become Transferred Employees in their accrued benefits under such plan.

(c)  Effective as of the Closing Date, Conopco shall amend, or shall cause its Affiliates to amend, the Conopco’s U.S. Savings Plan to provide that all U.S. Employees who become Transferred Employees shall be entitled to the extent permitted by Applicable Law to distribution of their account balances thereunder as soon as practicable after the Closing Date (or if the Closing Date occurs prior to January 1, 2002, as soon as practicable after January 1, 2002, if such a distribution would not be permitted under the terms of the Code prior to January 1, 2002). U.S. Employees who become Transferred Employees who elect to or otherwise receive a

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distribution from Conopco’s U.S. Savings Plan shall be eligible to rollover such distribution to a qualified defined contribution plan maintained by Buyer or one of its Affiliates, as designated by Buyer, in accordance with the terms thereof. Conopco shall, or shall cause its Affiliates to, take such action as may be necessary to permit the U.S. Employees who become Transferred Employees to roll over participant loans to such plan from the Conopco’s U.S. Savings Plan.

(d) With respect to the U.S. Employees who become Transferred Employees, (i) Conopco shall, and shall cause its Affiliates to, retain all liability (except for the payment of salary or compensation to the extent that payment relates to the period after the Closing Date) under each of their group life, accident, worker’s compensation, medical, hospitalization, prescription drug, dental or short-term or long-term disability plans, whether or not insured, including under plans adopted and assumed by Buyer or one of its Affiliates pursuant to Section 9.6(a)(i), for any claims arising on or prior to the Closing Date except to the extent such accrued liabilities are reflected as an accrued liability in the Final DiverseyLever Closing Working Capital Amount or to the extent insured under an insurance policy of which Buyer or an Affiliate thereof becomes the beneficiary and for which the premium has been fully paid by Unilever or its Affiliates prior to Closing, and (ii) Buyer shall be responsible for all liability (except for the payment of salary or compensation to the extent that payment relates to the period prior to the Closing Date) for claims arising after the Closing Date under group life, accident, worker’s compensation, medical, hospitalization, prescription drug, dental, or short-term or long-term disability plans of Buyer and its Affiliates (“Buyer’s U.S. Welfare Plans”). For purposes of this Section 9.6(d), claims shall be deemed to have arisen:

(i)  With respect to all death or dismemberment claims, on the actual date of death or dismemberment;

(ii)  With respect to disability or salary continuance claims, on the day the claimant became disabled;

(iii)  With respect to all hospital, medical, drug or dental claims, on the date the service or supply was purchased or received by the claimant; and

(iv)  With respect to worker’s compensation claims which are single-accident specific, on the date of the occurrence, and with respect to all other worker’s compensation claims, on the last day worked before the occurrence giving rise to such claim.

(e)  Each U.S. Employee who becomes a Transferred Employee and satisfies as of the Closing Date or would, on completion of a further two years’ or less of age and service with Conopco or its Affiliates immediately following the Closing Date, satisfy the eligibility criteria for health benefits under either the UNICare Retiree Medical Plan or the Auto-Chlor & DiverseyLever Post Retirement Welfare Plan (“Conopco U.S. Retiree Welfare Plans”) shall receive such benefits from the Conopco U.S. Retiree Welfare Plans following such Employee’s termination of employment from Buyer or its Affiliates in accordance with terms no less favorable to the Employee than those in effect under the Conopco U.S. Retiree Welfare Plans as of the date of termination of employment with Buyer or its Affiliates, subject in the case of those

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who had not satisfied the eligibility criteria at Closing of having satisfied such further age and service criteria at the time of termination with Buyer and its Affiliates.

(f)  As of the Closing Date, Buyer shall be responsible for any legally mandated continuation of health care coverage under federal or state law for (i) all U.S. Employees who become Transferred Employees and/or their covered dependents who have a loss of health care coverage under Buyer’s U.S. Welfare Plans due to a qualifying event (as defined in Section 4980B of the Code) that occurs after the Closing Date and (ii) existing qualified beneficiaries who have had a loss of health care coverage on or prior to the Closing Date under plans adopted and assumed by Buyer or one of its Affiliates pursuant to Section 9.6(a)(i). Conopco and its Affiliates shall be responsible and retain liability for any legally mandated continuation of health care coverage for all employees or former employees and/or their covered dependents who have a loss of health care coverage under Conopco’s or its Affiliates’ health plans, other than under plans adopted and assumed by Buyer or one of its Affiliates pursuant to Section 9.6(a)(i), due to a qualifying event that occurs on or prior to the Closing Date. Buyer agrees to establish, or cause its Affiliates to establish, a health care plan covering those Transferred Employees who participated in the Unicare medical plan immediately prior to the Closing Date.

(g)  To the extent reflected as an accrued liability on the Final DiverseyLever Working Capital Amount, Conopco shall, or shall cause its Affiliates to, transfer as of the Closing Date the excess, if any, of the accumulated contributions to health and dependent care flexible spending account plans of Conopco or its Affiliates made by U.S. Employees who become Transferred Employees over the payouts made from such accounts to such employees as of the Closing Date, to corresponding accounts set up in Buyer’s flexible spending account plans. Buyer agrees to cause its flexible spending account plans to honor and continue through the end of the calendar year in which the Closing Date occurs the elections as in effect immediately prior to the Closing Date made by U.S. Employees who become Transferred Employees in respect of which a transfer is made. Following the transfer to Buyer’s flexible spending account plans, Buyer shall be responsible for such transferred excess amounts in its flexible spending account plans, and all claims (without duplication of claims reimbursed by Conopco or one of its Affiliates prior to such transfer) made by U.S. Employees who become Transferred Employees for reimbursement under such flexible spending account plans.

(h)  Buyer shall (i) waive any pre-existing condition exclusion and any proof of insurability requirement under Buyer’s U.S. Welfare Plans as to U.S. Employees who become Transferred Employees, and (ii) count under Buyer’s U.S. Welfare Plans claims arising under (and payments made in respect thereof) similar plans maintained by Conopco or its Affiliates during the portion of the calendar year occurring prior to the Closing Date for purposes of satisfying deductibles, out-of-pocket maximums and all other similar limitations in respect of U.S. Employees who are Transferred Employees; provided, however, that Conopco provides, or causes to be provided, information to Buyer with respect to such claims and payments on a timely basis. Without limiting the generality of Section 9.3(b), Buyer shall provide that Buyer’s U.S. Welfare Plans as of Closing which are insured plans and in which U.S. Employees who are Transferred Employees may participate shall be comparable to Seller’s corresponding insured welfare plans in which such employees participated immediately prior to the Closing Date to the extent it can do so through insurance at the same or lesser cost.

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(i)  Conopco (or the relevant member of the Unilever Group) shall retain and be solely responsible for, and Conopco and its Affiliates shall indemnify Buyer in respect of, all liabilities under the Unicare Deferred Compensation Plan and the Unicare Nonresident Alien Deferred Compensation Plan applicable to U.S. Employees.

9.7  Treatment of Conopco’s International Plans.

(a)  (i) As of the Closing, Conopco shall transfer, or cause to be transferred, to Buyer or one of its Affiliates, and Buyer shall adopt and assume, or cause one of its Affiliates to adopt and assume, the (A) the Stand Alone Plans (other than those covered under Section 9.6(a)), (B) any International Plans listed in Section 9.2(a) of the DiverseyLever Disclosure Schedule and (C) any other International Plans in jurisdictions other than Material Jurisdictions, and in which, in the case of (B) or (C), there are active participants who are Transferred Employees but no active participants who are employees of the Unilever Group (the “International Stand-Alone Plans”). Buyer and Conopco shall take all action reasonably required to effect such adoption and assumption of the International Stand-Alone Plans as of the Closing Date. After such adoption and assumption, Conopco and its Affiliates shall, except as otherwise specifically provided in this Section 9.7, have no further liabilities or obligations under any International Stand-Alone Plan or any rights under any trust thereunder and Buyer shall indemnify Conopco and its Affiliates against any such liability which it may incur. Except with respect to the International Stand-Alone Plans or as otherwise specifically provided in this Article IX, (A) no assets or liabilities relating to any International Plan shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer of any of its Affiliates, and (B) Buyer and its Affiliates shall have no liability or obligation with respect to any International Plan, which liabilities and obligations shall be retained by Conopco and its Affiliates and the International Plans.

(ii)  If, in respect of any International Stand-Alone Plan, it is not possible for the adoption and assumption referred to in Section 9.7(a)(i) to be made with effect from Closing, the Sellers and Buyer agree to use all reasonable endeavours to ensure that the principles of this Article 9 shall nevertheless be applied to the extent practicable in dealing with the assets (if any) and the liabilities of the Stand-Alone Plans.

(iii)  Conopco and Buyer shall take all actions including the execution of appropriate documentation and obtaining appropriate consents and approvals, to the extent within the control of Buyer or its Affiliates and Conopco and its Affiliates, to effect the transfer to or retention by a member of the Unilever Group nominated by Conopco of the Diversey Retirement Benefits Plan (1969) in the UK and the Retirement Plan for DiverseyLever Employees in Canada, with the intent that the nominated member of the Unilever Group becomes the principal employer or sponsoring employer of the relevant plan.

(b)  Buyer shall, or cause one of its Affiliates to, establish or nominate appropriate Buyer Group Plans and make all necessary arrangements so that, to the extent Transferred Employees participate in International Plans which are Parent Group Plans but not International Stand-Alone Plans, the entitlements of those individuals to Benefits in respect of service prior to the Closing Date (or where there are interim arrangements within Section 9.14,

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for the period prior to the end of that temporary participation) are transferred to appropriate Buyer Group Plans or assumed by Buyer or another member of the CMI Group or, where the consent of the relevant individuals to such transfer is required, those individuals are offered the opportunity to transfer their rights in relation to past service to appropriate Buyer Group Plans. In either case, this obligation applies, except to the extent that:

(i)  such a transfer is not permitted under Applicable Law;

(ii)  such a transfer relates to:

SUPS (Sweden);

the Unicare Retirement Plan (US);

the Unicare Retirement Preservation Plan (US);

the Unicare Savings Preservation Plan (US); and

the Unicare Retiree Medical Plan (US);

any individual arrangement referred to in the Senior Plans Annex as an arrangement to be retained by Conopco or its Affiliates.

(iii)  such a transfer relates to a Parent Group Plan in respect of a jurisdiction other than a Material Jurisdiction, and Conopco notifies Buyer that this Section 9.7(b)(iii) shall apply to such Parent Group Plan; or

(iv)  Conopco and Buyer agree that no such transfer should be made.

(c)  Where no transfer of Benefits is made from a Parent Group Plan in the circumstances set out in Section 9.7(b)(i) to (iv), as of the Closing Date, Conopco shall, and, where applicable, shall cause its Affiliates to, fully vest the Transferred Employees concerned in the relevant Benefits applicable under the relevant Parent Group Plan. Conopco shall not, however, be obliged to do so where to do so would be contrary to Applicable Law and/or applicable local practice.

(d)  With respect to each Ex-U.S. Employee who becomes a Transferred Employee, (i) Conopco shall retain liability (except for the payment of salary or compensation to the extent that payment relates to the period after the Closing Date) under each of their group life, accident, worker’s compensation, medical, hospitalization, prescription drug, dental or short-term or long-term disability plan, whether or not insured, including under plans adopted or assumed by Buyer or one of its Affiliates pursuant to Section 9.7(a), for any claims arising on or prior to the Closing Date, except to the extent such accrued liabilities are reflected as an accrued liability in the Final DiverseyLever Closing Working Capital Amount or to the extent insured under an insurance policy of which Buyer or an Affiliate thereof becomes the beneficiary and for which the premium has been fully paid by Unilever or its Affiliates prior to the Closing, and (ii) and Buyer shall be responsible for all liability (except for the payment of salary or compensation to the extent that payment relates to the period prior to the Closing Date) for claims arising after

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the Closing Date under group life, accident, worker’s compensation, medical, hospitalization, prescription drug, dental or short-term or long-term disability plans of Buyer and its Affiliates (“Buyer’s International Welfare Plans”). For purposes of this Section 9.7(d), claims shall be deemed to have arisen:

(i)  with respect to all death or dismemberment claims, on the actual date of death or dismemberment;

(ii)  with respect to disability or salary continuance claims, on the day the claimant became disabled;

(iii)  with respect to all hospital, medical, drug or dental claims, on the date the service or supply was purchased or received by the claimant; and

(iv)  with respect to worker’s compensation claims which are single accident specific, on the date of the occurrence, and with respect to all other worker’s compensation claims, on the last day worked before the occurrence giving rise to such claim.

(e)  To the extent permitted by Applicable Law, Buyer shall assume all accrued compensation and vacation liabilities of Ex-U.S. Employees who become Transferred Employees, regardless of whether such liabilities relate to events which occurred on or prior to the Closing Date or to actions taken by Conopco or one of its Affiliates or Buyer or one of its Affiliates, or to consequences which are deemed to occur by operation of Applicable Law as a result of the transactions contemplated herein, but only to the extent such accrued liabilities are reflected as an accrued liability in the Final DiverseyLever Closing Working Capital Amount.

(f)  Buyer shall (i) waive any pre-existing condition exclusion and any proof of insurability requirement under Buyer’s International Welfare Plans as to Ex-U.S. Employees who become Transferred Employees, and (ii) count under Buyer’s International Welfare Plans claims arising under (and payments made in respect thereof) similar plans maintained by Conopco or its Affiliates during the portion of the plan year occurring prior to the Closing Date for purposes of satisfying deductibles, out-of-pocket maximums and all other similar limitations in respect of Ex-U.S. Employees who are Transferred Employees; provided, however, that Conopco provides, or causes to be provided, information to Buyer with respect to such claims and payments on a timely basis. Without limiting the generality of Section 9.3(b), Buyer shall provide that Buyer’s International Welfare Plans as of Closing which are insured plans and in which Ex-U.S. Employees who are Transferred Employees may participate shall be comparable to Seller’s corresponding insured welfare plans in which such employees participated immediately prior to the Closing Date to the extent it can do so through insurance at the same or lesser cost.

9.8  Transferred Relevant Benefits.

(a)  Conopco and Buyer agree that the Value of Transferred Relevant Benefits under Relevant Parent Group Plans and of Transferred Assets shall be determined in accordance with Section 9.9.

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(b)  Section 9.8(c) applies notwithstanding any other provision of Article IX.

(c)  (i)  If a Benefit under a Relevant Parent Group Plan becomes payable under that Relevant Parent Group Plan to or in respect of a Pensionable Employee as a result of the termination of his employment on or with effect from Closing, or prior to Closing where immediately after such termination he becomes employed by another member of the Unilever Group (or the Companies), that Benefit shall not be treated as a Transferred Relevant Benefit.

(ii)  If a Transferred Relevant Benefit is reduced as a result of a benefit becoming payable (other than by Buyer or its Affiliates) to or in respect of a Pensionable Employee as a result of the termination of his employment on or with effect from Closing, or prior to Closing where immediately after such termination he becomes employed by another member of the Unilever Group (or the Companies), that reduction shall be treated as if it had occurred as at Closing, and so reduce the Value of the Transferred Relevant Benefit as at Closing, and the provisions of this Article IX shall be applied in such a way as to give effect to that principle, making appropriate allowance for the change in the time value of money where calculations are performed as at different dates.

(d)  To the extent the parties to this Agreement are unable to agree on the application of Section 9.8(c), Section 9.25 shall apply.

(e)  To the extent a matter is dealt with under Section 9.10, it shall not also be dealt with under Section 3.5 and 3.6.

9.9  Actuarial Valuation

(a)  This Section 9.9 applies where the Value of a Relevant Benefit, a Transferred Relevant Benefit or a Transferred Asset is to be determined.

(b)  (i)  Subject to (ii) below, the actuarial method and assumptions to be used for determining the Value of a Relevant Benefit, Transferred Relevant Benefit or a Transferred Asset are:

(A)  those set out or referred to in the Actuarial Annex, in relation to the Relevant Parent Group Plan; and/or

(B)  to the extent (A) does not apply (where either the Plan in question is not referred to in the Actuarial Annex or, where the Plan is referred to in the Actuarial Annex, the relevant assumption is not), those used in the latest actuarial valuation of the applicable Plan used for Unilever Group accounting purposes before the date of this Agreement; or

(C)  to the extent there is, in respect of any Plan, no valuation as is referred to in (B) above, such reasonable actuarial method and assumptions as may be agreed between Conopco and Buyer or, in default of agreement, as determined under Section 9.25.

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(ii)  The actuarial method and assumptions to be used for determining the Value of a Transferred Relevant Benefit under a Jubilee Plan are:

(A)  in the case of the Jubilee Plan in the Netherlands, the actuarial method and assumptions applicable in respect of the Progress Pension Fund under this Section 9.9(b);

(B)  in the case of the Jubilee Plan in Australia, the actuarial method and assumptions in respect of the Superannuation Fund (US) in Australia under this Section 9.9(b); and

(C)  in the case of each other Jubilee Plan, those used in the latest actuarial valuation of the applicable Plan used for Unilever Group accounting purposes before the date of this Agreement.

(c)  In valuing the Transferred Relevant Benefits it shall be assumed there is no obligation to equalize benefits (to the extent not already equalized under the Relevant Parent Group Plan in question) under Article 141 including, without limitation, accrued rights to guaranteed minimum pensions in the United Kingdom.

(d)  (i)  Conopco shall cause Parent’s Actuary to submit calculations of the Value of the Relevant Benefits (in respect of Pensionable Employees and, in respect of Stand-Alone Plans, in respect of Transferred Inactives) under each Relevant Parent Group Plan (but determined without regarding any adjustment to Value due to the continued participation after Closing pursuant to Section 9.14(a)) in writing to Buyer’s Actuary along with all such data and information as is, in the opinion of Parent’s Actuary, reasonably necessary for the purpose of verifying such calculations. Such calculations and data and information shall be provided to Buyer’s Actuary within six months after Closing, except that in respect of Relevant Benefits under a Top-Seven Plan, such calculations and data and information shall be provided not later than three months after Closing.

(ii)  If Parent’s Actuary and Buyer’s Actuary fail to agree within three months after the date of Parent’s Actuary’s submission to Buyer’s Actuary of such calculations in respect of a Relevant Parent Group Plan, either Conopco or Buyer may at any time thereafter elect to have an independent actuary appointed to determine such Values. In the event such an election is made, Conopco and Buyer shall within 10 Business Days after the election is made appoint an independent actuary mutually agreed to by Conopco and Buyer or if they fail to agree within such period, as shall be appointed in accordance with Section 9.25 within 10 Business Days thereafter. The independent actuary shall, within 2 months after appointment, determine such Values in respect of the applicable Relevant Parent Group Plan.

(iii)  Within the later of (in respect of any Relevant Parent Group Plan):

· the date by which the calculations, data and information in respect of that Relevant Parent Group Plan have been provided to Buyer’s Actuary under Section 9.9(d)(i);

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· 2 months after Relevant Benefits under that Relevant Parent Group Plan have become Transferred Relevant Benefits;

· where the transfer of assets is made from a Relevant Parent Group Plan which is not a Stand-Alone Plan and that transfer is made in installments, 2 months after the last installment is paid,

Parent’s Actuary will submit calculations of the Value of the Transferred Relevant Benefits and Transferred Assets under each such Relevant Parent Group Plan taking into account any continued participation after Closing pursuant to Section 9.14(a) in writing to Buyer’s Actuary along with all such data and information as is, in the opinion of Parent’s Actuary, reasonably necessary for the purpose of verifying such calculations. Section 9.9(d)(ii) shall apply mutatis mutandis.

(iv)  Conopco and Buyer shall each use all reasonable endeavors to procure that:

(A)  any information and data which may reasonably be required by Parent’s Actuary or Buyer’s Actuary for the purpose of undertaking and agreeing to such valuations shall, to the extent that it is within the power or control of Conopco or Buyer, as the case may be, be supplied to such actuary and that any such information and data so supplied shall be true, complete and accurate in all material respects; and

(B)  without prejudice to the specific times set out above their respective actuary acts promptly and that such valuations are completed promptly.

The periods in which calculations and data and information are to be provided to Buyer’s Actuary under Section 9.9(d) shall be extended to the extent Buyer fails to provide in a timely manner information reasonably and timely requested from Buyer by Parent’s Actuary for the purposes of performing such valuations.

9.10  Shortfall/Excess

(a)  This Section 9.10 applies where the Value of the Transferred Assets (“A”) in respect of the Transferred Relevant Benefits under a Relevant Parent Group Plan is different from the aggregate Value of the Transferred Relevant Benefits for such Plan (“B”). For the avoidance of doubt, Conopco shall have no obligation under this Section 9.10 in respect of any Transferred Relevant Benefits in relation to which Buyer has not complied with its obligations under Section 9.17 (b)(iv).

(b)  (i)  If, in respect of any Transferred Relevant Benefits under a Relevant Parent Group Plan, A is less than B, that difference shall be multiplied by the Tax Adjustment Factor to give a “Shortfall”.

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(ii)  If, in respect of any Transferred Relevant Benefits under a Relevant Parent Group Plan, A is more than B, that difference shall be multiplied by the Tax Adjustment Factor to give an “Excess”.

(c)  (i)  The following provisions shall apply to the calculation of Shortfalls and Excesses:

(A)  within one month after the date by which all the valuations in respect of the calculation of the Value of the Relevant Benefits under the Interim Period Plans which are Top-Seven Plans have been submitted to Buyer’s Actuary under Section 9.9(d)(i), but in no event later than six months after the Closing Date, (the “Estimate Date”), an estimate of the Shortfalls, if any, in relation to the Transferred Relevant Benefits under each such Interim Period Plan shall be made by Parent’s Actuary based on the Value of the Relevant Benefits (in respect of Pensionable Employees) under that Plan (as agreed or determined under Section 9.9, or if not so agreed or determined by that time, as estimated by Parent’s Actuary) and Parent’s Actuary’s estimate of the Value of the expected Transferred Assets under that Plan were all such Relevant Benefits to become Transferred Relevant Benefits, in order to produce an estimated Shortfall in respect of each such Interim Period Plan. The aggregate of all such estimated Shortfalls shall then be calculated;

(B)  (1)  as at each Accounting Date an account shall be taken of each Shortfall and/or Excess arising under this Section 9.10 that relates to the Value of Transferred Relevant Benefits and related Transferred Assets to the extent they have been agreed as at that Accounting Date under Section 9.9 or determined under Section 9.25 (unless such Shortfalls and/or Excesses are ignored by virtue of Section 9.10(c)(iii) or any element of Shortfall or Excess to be settled in cash has already been taken into account and paid at a previous Accounting Date);

(2)  for this purpose, in determining whether a Shortfall or Excess has arisen under an Interim Period Plan:

· where a Shortfall was estimated in respect of such Interim Period Plan under Section 9.10(c)(i)(A) above, 80% of the amount of the estimated Shortfall (before multiplication by the Tax Adjustment Factor) shall be applied as a notional deduction to the Value of the Transferred Relevant Benefits under such Interim Period Plan;

· where the Retained Member Supplemental Cost in respect of that Interim Period Plan is greater than zero, an amount equal to the Retained Member Supplemental Cost in respect of that Interim Period Plan shall be applied as a notional deduction to the Value of

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the Transferred Relevant Benefits under such Interim Period Plan; and

· where the Retained Member Supplemental Cost in respect of that Interim Period Plan is less than zero, an amount equal to the Retained Member Supplemental Cost (re-expressed as a positive number) in respect of that Interim Period Plan shall be applied as a notional increase to the Value of the Transferred Relevant Benefits under such Interim Period Plan.

(ii)  The country in respect of which a Transferred Relevant Benefit arises shall be determined by reference to the country listed in the Plan Annex against the Relevant Parent Group Plan in question.

(iii)  No Shortfall or Excess shall be payable in relation to a particular country unless the aggregate net amount of any Shortfalls and Excesses in that particular country exceeds U.S.$25,000.

(iv)  Any Excess calculated by reference to Section 9.16(b) shall be disregarded for the purposes of this Section 9.10(c) and shall be treated separately under Section 9.16.

(d)  (i)  If an aggregate Shortfall is estimated under Section 9.10(c)(i)(A), Conopco shall pay within 20 Business Days after the Estimate Date, to Buyer (by way of adjustment to Purchase Price) in cash an amount in U.S. dollars equal to:

(A)  80% of that estimated aggregate Shortfall; plus

(B)  an amount calculated as if it were interest at the Applicable Rate as of the Closing Date (accrued daily and compounded monthly) on an amount equal to the amount in (A) above for the period from and including the Closing Date to and excluding the date of actual payment.

(ii)  For the purpose of this Section 9.10(d):

(A)  if a Cash Payment exceeds zero an amount equal to the Cash Payment is payable by Conopco; and

(B)  if a Cash Payment is less than zero, an amount equal to the Cash Payment, re-expressed as a positive number, is payable by Buyer;

(iii)  (A)  If, as at any Accounting Date, a Cash Payment is due to be paid by Conopco which is equal to or exceeds US$1,000,000, (or, in the case of an Accounting Date falling more than 18 months after Closing, a Cash Payment of any amount), Conopco shall pay to Buyer (by way of adjustment to Purchase Price) in cash within 20 Business Days after that Accounting Date an amount in U.S. dollars equal to:

(1)  that Cash Payment; plus

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(2)  an amount calculated as if it were interest at the Applicable Rate as of the Closing Date (accrued daily and compounded monthly) on an amount equal to the amount in (1) above for the period from and including the Closing Date to and excluding the date of actual payment.

If the Cash Payment due as at any Accounting Date falling before the end of 18 months after Closing is less than US$1,000,000, that amount shall be dealt with at the next Accounting Date.

(B)  If, as at any Accounting Date, a Cash Payment is due to be paid by Buyer, which is equal to or exceeds US$1,000,000 (or, in the case of an Accounting Date falling more than 18 months after Closing, of any amount) Buyer shall pay to Conopco (by way of adjustment to Purchase Price) in cash within 20 Business Days after that Accounting Date an amount in U.S. dollars equal to:

(1)  the Cash Payment; plus

(2)  an amount calculated as if it were interest at the Applicable Rate as of the Closing Date (accrued daily and compounded monthly) on an amount equal to the amount in (1) above for the period from and including the Closing Date to and excluding the date of actual payment.

If the Cash Payment due as at any Accounting Date falling before the end of 18 months after Closing is less than US$1,000,000, that amount shall be dealt with at the next Accounting Date.

(e)  (i)  This Section 9.10(e) sets out the amount (the “Unfunded Pension Exit Payment”) to be paid by Conopco to Buyer which amount shall be deferred and paid in cash in U.S. dollars on the Final Exit Date (as defined in the Stockholders’ Agreement) as an adjustment to Purchase Price.

(ii)  The Unfunded Pension Exit Payment shall be calculated as the aggregate of:

(A)  each Shortfall which relates to an unfunded Relevant Parent Group Plan calculated using the Value of Transferred Relevant Benefits before multiplication by the Currency Adjustment Factor; less

(B)  an amount equal to 25% of such Shortfall calculated under (A) (for this purpose, calculated before multiplication by the Tax Adjustment Factor under Section 9.10(b)(i) and before multiplication by the Currency Adjustment Factor),

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such amount then being adjusted by the discount rate used under Section 9.9 in respect of the Relevant Parent Group Plan in question, in respect of the period from and including the Closing Date to and excluding the Final Exit Date.

(iii)  If the Shortfall calculated under (ii) above is determined in a currency other than U.S. dollars, it shall be converted into U.S. dollars at the Agreed Payment Date Exchange Rate at the Final Exit Date.

(iv)  Notwithstanding the foregoing provisions of this Section 9.10(e), Conopco may, in its discretion, elect to pay to Buyer in cash in U.S. dollars prior to the Final Exit Date the amount of the Unfunded Pension Exit Payment as determined above but adjusted as provided in (ii) above to the date of payment and converted into U.S. dollars as provided in (iii) above at date of payment, rather than at the Final Exit Date.

(f)  If, in respect of any funded Parent Group Plan (whether or not a Stand-Alone Plan), the Value of the Transferred Assets is less than 90% of the Value of the Transferred Relevant Benefits, Buyer shall procure that an amount in local currency equal to at least:

((F-G) + H) x I

where:

F    represents 90% of the Value of the Transferred Relevant Benefits;

G    represents the Value of the Transferred Assets;

H    represents an amount calculated as if it were interest at the Applicable Rate as of the Closing Date (accrued daily and compounded monthly) on (F-G) for the period from and including the Closing Date to and excluding the date of payment by Buyer to the relevant Buyer Group Plan under this Section 9.10(f); and

I    represents the Agreed Payment Date Exchange Rate,

is paid to the relevant Buyer Group Plan on the Minimum Funding Payment Date.

For this purpose, the “Minimum Funding Payment Date” means a day within 40 Business Days after Section 9.10(d)(iii) has applied in respect of the Parent Group Plan in question and, to the extent due, a payment made by Conopco under Section 9.10(d)(iii) as a result of it so applying provided that, if and to the extent that a fine or penalty would be levied on Buyer or its Affiliates by the making of a payment under this Section 9.10(f) to the relevant Buyer Group Plan on such date, the earliest following date (one or more dates) as at which a payment could be made without such a fine or penalty being levied, with an appropriate adjustment being made to this Section 9.10(f) to cater for the payment being made in installments as agreed by Parent’s Actuary and Buyer’s Actuary or, in default of agreement, under Section 9.25.

Provided that Conopco may, in its absolute discretion, waive or reduce any obligation of Buyer under this Section 9.10(f).

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(g)  Where, in relation to any Parent Group Plan, an amount is calculated under (a) “D” of the definition of “Retained Member Supplemental Cost” and/or (b) under the definition of “Notional Contributions” within the definition of “Value”, and an assumption is made as to the amount that would have been paid under the relevant Parent Group Plan which is not borne out by the facts:

(i)  to the extent this would have resulted in an increase to (a) and/or (b) above, Conopco shall pay to Buyer on the Final Exit Date an amount (the “Excess Contribution Payment”) in U.S. dollars equal to such increase, adjusted by the discount rate used under Section 9.9 in respect of the Parent Group Plan in question, in respect of the period from and including the Closing Date to and excluding the Final Exit Date. If the Excess Contribution Payment is determined in a currency other than U.S. dollars, it shall be converted into U.S. dollars at the Agreed Payment Date Exchange Rate at the Final Exit Date, multiplied by the Tax Adjustment Factor applicable to the Parent Group Plan in question.

(ii) to the extent this would have resulted in a decrease to (a) and/or (b) above, Buyer shall pay to Conopco on the Final Exit Date an amount (the “Excess Contribution Refund”) equal to such decrease, adjusted by the discount rate used under Section 9.9 in respect of the Parent Group Plan in question in respect of the period from and including the Closing Date to and excluding the Final Exit Date. If the amount of the Excess Contribution Refund calculated above is determined in a currency other than U.S. dollars, it shall be converted into U.S. dollars at the Agreed Payment Date Exchange Rate as of the Final Exit Date, multiplied by the Tax Adjustment Factor applicable to the Parent Group Plan in question.

9.11  Certain Benefits to be Provided by Buyer

(a)  (i)  In relation to each Transferred Employee with benefits immediately prior to the Closing Date under a plan providing Ongoing Welfare Benefits, and each Pensionable Employee, Buyer will continue to provide or cause to be provided:

(A)  Benefits which are of equivalent value in respect of service prior to the Closing Date to the individual’s Benefits under that Parent Group Plan, subject in the case of Benefits provided on a discretionary basis to Section 9.11(b).

(B)  Benefits and Ongoing Welfare Benefits which in aggregate are of equivalent value in respect of service for the period of 36 months on and after the Closing Date to the individual’s Benefits under the Parent Group Plan and benefits under any plan of Conopco or its Affiliates providing Ongoing Welfare Benefits, subject in the case of Benefits provided on a discretionary basis to Section 9.11(b).

(ii)  Subject to Section 9.11(g), the obligation under Section 9.11(a)(i)(A) shall not apply to Benefits of a Pensionable Employee which remain to be provided by a Parent Group Plan or by Conopco or one of its Affiliates.

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(iii)  Section 9.11(a)(i)(A) shall also apply in relation to each Transferred Inactive, and references to “Pensionable Employee” in this Section 9.11 shall be construed accordingly.

(b)  (i)  With respect to an established practice as to the exercise of discretions in relation to Benefits (limited, in the case only of Parent Group Plans in a Material Jurisdiction, to such established practices referred to in Section 9.11(b) of the DiverseyLever Disclosure Schedule and, in the case of Parent Group Plans in a country other than a Material Jurisdiction, to such established practices provided to Buyer in writing prior to Closing), Buyer shall make an announcement to the Pensionable Employees concerned which is in form and substance to the reasonable satisfaction of Conopco that it will, subject to Section 9.11(b)(ii), continue that practice in relation to the Benefits at Section 9.11(a)(i)(A) and (B).

(ii)  Buyer shall, subject to Applicable Law, have the same rights of variation and discontinuance of that practice as Conopco or its relevant Affiliate has immediately prior to the Closing Date.

(c)  It is acknowledged that the period in (c)(i) is of such length due to Conopco’s continuing interest as a shareholder in Buyer after Closing. Buyer shall procure that, in the satisfaction of its obligation under Section 9.11(a)(i)(B):

(i)  where immediately prior to Closing the compulsory contributions payable by a Pensionable Employee under a Parent Group Plan were reduced or suspended as a result of a surplus in the funding of that plan, compulsory contributions shall not be payable by the Pensionable Employee, except to the extent otherwise expressly agreed in writing by that Pensionable Employee, at a rate greater than the rate (if any) at which he would have been required to contribute compulsory contributions during the period of 36 months from the Closing Date under the provisions of the Relevant Parent Group Plan, had he been an active member of that Plan throughout that period and his employer had remained part of the Unilever Group;

(ii)  where (i) above does not apply, except to the extent otherwise expressly agreed in writing by the Pensionable Employee, at a rate materially greater than the rate (if any) at which he could have been required to contribute to the Parent Group Plan in question under the provisions of that Plan in force immediately prior to the Closing Date but for any surplus or deficit in that Plan, for the period referred to in Section 9.11(a)(i)(B);

(iii)  where under (i)(B) or (ii) above, the rate is higher than the rate (if any) at which he could have been required to contribute to the Parent Group Plan in question under the provisions of that Plan in force immediately prior to the Closing Date but for any surplus or deficit in that Plan, Buyer must procure that equivalent value is provided in accordance with this Section 9.11 in respect of the Employee concerned to the extent that rate is so higher; and

(iv)  Conopco shall notify Buyer as soon as practicable of any notification by Conopco or its Affiliates to employees of each change to the compulsory

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employee contribution rate relating to a Relevant Parent Group Plan which is not a Stand-Alone Plan.

(d)  Buyer shall procure that admission of a Pensionable Employee to the applicable Buyer Group Plan is not conditional on his consenting to the transfer of his Benefits in any Parent Group Plan in respect of his past service.

(e)  The provisions of Section 9.11(a) to 9.11(d) are to apply to the Employees only for so long as the Employees continue in the uninterrupted employment of any member of the CMI Group or, subject to this Section 9.11(e), any person to whom the whole or any part of the DiverseyLever Business or the CMI Group is transferred. If Buyer or a member of the CMI Group disposes of a member of the CMI Group or all or any part of the DiverseyLever Business, Buyer shall procure that the buyer concerned honors the obligations under Section 9.11(a) to 9.11(d) in respect of each Pensionable Employee and Transferred Employee concerned in such a disposal provided that if the total number of employees concerned in such a disposal is less than 100 in any country (a “Minor On-Sale Country”), the reference to DC Countries in Section 9.11(f)(iii) shall be construed for the purpose of that buyer’s obligations as also including such Minor On-Sale Country.

(f)  For the purpose of Section 9.11(a) to (e):

(i)  “equivalent” means:

(A)  in respect of Benefits:

(1)  in relation to Benefits under Section 9.11(a)(i)(A), with an equivalent or greater Value, provided that if, in any case, Conopco and Buyer agree that the application of Section 9.9 would not be appropriate for the purposes of determining such Value for the purposes of this Section 9.11 and cannot agree another basis for determining such Value, Section 9.25 shall apply to determine the actuarial method and assumptions to be used for determining equivalent Value whether or not Sections 9.9(b)(i)(A), (B) or (C) apply; and

(2)  in relation to Benefits under Section 9.11(a)(i)(B), with an equivalent or greater value determined on the basis of a reasonable actuarial method and assumptions agreed by Parent’s Actuary and Buyer’s Actuary or, in default of agreement, determined under Section 9.25; and

(B)  in respect of Ongoing Welfare Benefits, that the cost to the Buyer or its Affiliates of providing the Ongoing Welfare Benefits in respect of the Transferred Employee is the same or greater than the cost to Conopco or its Affiliates of providing Ongoing Welfare Benefits, measured on a basis consistent with the way in which the cost to Conopco or its Affiliates is measured.

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(ii)  whether or not a transfer is made to Buyer or its Affiliates or a Buyer Group Plan in respect of past service benefits, Buyer must recognize or cause to be recognized each Transferred Employee’s service with Conopco and its Affiliates prior to the Closing Date for eligibility, vesting, retirement eligibility and (where related to length of service) benefit scales purposes (but not for benefit accrual purposes under a defined benefit retirement plan unless a transfer in respect of past service benefits is made or for retirement eligibility purposes under any retiree welfare plan except to the extent of the accumulated post-retirement benefit liability reflected in the Value of the Transferred Relevant Benefits or where the granting of such past service does not create an accumulated post-retirement benefit liability with respect to the applicable Buyer Group Plan) and, in particular, equivalent Benefits in respect of the service of each Pensionable Employee for the period referred to in Section 9.11(a) must vest:

(A)  on the same or shorter timescale; and

(B) at least in the same circumstances,

as if the Pensionable Employee concerned had continued to be an active member of the Parent Group Plan in question for so long as he remains employed by a member of the CMI Group or any person to whom the whole or any part of the DiverseyLever Business or the CMI Group is transferred (whether or not continuing to accrue benefits under the Plan in question);

(iii)  equivalent Benefits provided under any initial replacement Plan must, in order to satisfy Section 9.11(f)(i) above, be of a type and form approved by Conopco, such approval not to be unreasonably withheld or delayed. It is agreed that money purchase benefits in place of Benefits which are of a defined benefit type will not normally be considered “equivalent” except where:

(A)  the equivalent Benefits are in respect of Transferred Employees in Greece, Australia, New Zealand, Peru, Colombia, Venezuela, Mexico, Kenya, Israel, Hong Kong, Taiwan, Malaysia, Philippines, Singapore, Thailand Indonesia, South Africa, Austria, Spain or India (except to the extent Benefits of a defined benefit type are provided in any such country under a Parent Group Plan which is a Stand-Alone Plan) (“DC Countries”); and

(B)  in respect of the equivalent Benefits in respect of Transferred Employees in a DC Country neither Buyer nor its Affiliates operates a Plan in respect of any employee of Buyer or its Affiliates in that DC Country under which Benefits of a defined benefit type are provided.

(iv)  Where the conditions in Section 9.11(f)(iii) are satisfied, this Section 9.11(f)(iv) shall apply in place of Section 9.11(f)(i)(A), but Buyer shall not be precluded, as its discretion, from subsequently determining equivalent Benefits under Section 9.11(f)(i)(A):

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(A)  in relation to each month of service on and after the Closing Date, the employer contribution paid in respect of each Pensionable Employee concerned for equivalent money purchase benefits must not be less than the aggregate of:

(1)  such amount derived from an age-band related structure as is approved by Conopco (such approval not to be unreasonably withheld) and as would be in respect of that Pensionable Employee, in the context of that structure, reasonably comparable to the level and age-related pattern of the projected unit cost for the Pensionable Employee underlying the Unilever Accounting Cost relating to the Parent Group Plan in question. For the avoidance of doubt, if in respect of a majority of the Pensionable Employees in the Buyer Group Plan in question, such amount is less than such cost, that shall not satisfy the “reasonably comparable” test; plus

(2)  where Section 9.11(c)(i) applies in respect of the Pensionable Employee in question, in relation to the period referred to in Section 9.11(c)(i)(A) (A-B), where:

A    represents the amount of monthly contribution he could have been required to contribute to the Parent Group Plan in question under the provisions of that Plan in force immediately prior to the Closing Date but for any surplus or deficit in that Plan; and

B    represents the amount (if any) of monthly compulsory contribution he pays to the Parent Group Plan in question at the Closing Date; and

where this (A)(2) applies and (A-B) above is positive, that amount shall be treated as a Transferred Relevant Benefit under Sections 9.8, 9.9 and 9.10 with an appropriate adjustment where any interim period under Section 9.14 applies.

(B)  from time to time during the remainder of the period referred to in Section 9.11(a)(i)(B) after the expiry of the period referred to in the (A)(2) above or, where the above period does not apply, for the full period referred to in Section 9.11(a)(i)(B), the contributions required of a Pensionable Employee should not be at a rate materially greater than the rate he could have been required to contribute to the Parent Group Plan in question under the provisions of that Plan in force immediately prior to the Closing Date but for any surplus or deficit in that Plan;

(C)  in relation to service prior to the Closing Date, Conopco and Buyer shall use their respective reasonable endeavors to agree a

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treatment of the Benefits in respect of each such Pensionable Employee that provides compensation for the loss of continuous service under a Plan providing Benefits of a defined benefit type which shall be delivered through a combination of:

· the deferred benefits of the Pensionable Employee under the Parent Group Plan in question (where these remain to be provided under the Parent Group Plan) together with any improvement made to them or, at the option of the Pensionable Employee concerned, the transfer of his benefits under a Parent Group Plan to the relevant Buyer Group Plan; and

· a lump sum addition to the opening balance credited to the Pensionable Employee’s money purchase account in the relevant Buyer Group Plan and/or extra employer contributions spread over a future period;

with the objective that the aggregate value as at Closing of all such elements, to the extent applicable, in respect of each Pensionable Employee, calculated on the basis of the actuarial method and assumptions which would be applied to that Parent Group Plan under Section 9.9, should be equivalent to the Value of the Relevant Benefit in respect of the Pensionable Employee under the Parent Group Plan in question and to the extent so agreed the part of such aggregate value as at Closing provided under the Buyer Group Plan shall be treated as a Transferred Relevant Benefit under Sections 9.8, 9.9 and 9.10, and, to the extent funded under the Buyer Group Plan, as a Transferred Relevant Benefit under a funded Relevant Parent Group Plan;

(D)  For the purpose of this Section 9.11(f)(iv), “equivalent” shall relate to Benefits exclusive of administration costs and the Conopco and Buyer agree to operate the provisions of this Section 9.11(f) in accordance with that principle.

(E)  For the purpose of this Section 9.11(f):

“Unilever Accounting Cost” means the employer cost, expressed as a percentage of pensionable pay (over the period referred to below), calculated in accordance with the latest actuarial method and assumptions used for Unilever Group accounting purposes prior to Closing, in respect of the period of 12 months immediately prior to Closing divided by 12 on the assumption that the Parent Group Plan concerned is neither in surplus nor in deficit or calculated on such other basis as Conopco and Buyer shall agree, provided that the provisions of Section 9.25 shall apply in the event that there is no such agreement.

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(F)  For the avoidance of doubt, Section 9.11(f)(iv)(A) only applies in relation to the period referenced to in Section 9.11(a)(i)(B).

(v)  any transfer of Relevant Benefits from UK SERA will be made in accordance with Section 9.17 and Buyer must procure that the Buyer Group Plan which provides Benefits in respect of such a transfer is, to the extent permitted by Inland Revenue restrictions on tax approved schemes, funded and that Benefits in respect of service after the Closing Date which are equivalent to Benefits under a UK SERA are either separately funded or provided on an unfunded basis in accordance with Section 9.11(f)(vi);

(vi)  notwithstanding the other provisions of this Section 9.11, “equivalent” for the purposes of Benefits in respect of a Transferred Employee under a SERA Plan means Benefits which are the same as the Benefits payable under the SERA Plan immediately prior to the Closing Date and Buyer shall enter into an irrevocable written undertaking with each such Transferred Employee concerned under the terms of which the payment of such Benefits is guaranteed by Buyer;

(vii)  where Benefits are provided under a Parent Group Plan or plan providing Ongoing Welfare Benefits on the death or disability of a Pensionable Employee or his spouse, child or dependant, Benefits must be provided which are not materially less valuable to the beneficiary concerned than those which would have applied had the death or disability occurred immediately prior to the Closing Date;

(viii)  any announcement to be issued by Conopco or its Affiliates or a member of the CMI Group in relation to Benefits the subject of this Section 9.11 must be consistent with the terms of this Section 9.11 and, prior to the issue of any such announcement, Conopco or, as the case may be, Buyer, shall provide to the other a copy of the intended announcement and shall not issue it without prior consultation with the other.

(g)  (i)  This Section 9.11(g) applies and Section 9.11(a)(ii) does not apply:

(A)  if, in respect of any funded Relevant Parent Group Plan, Buyer does not comply with the provisions of Section 9.17(b)(iv); or

(B)  if, in respect of any Relevant Parent Group Plan, the Pensionable Employee concerned is not, in the circumstances set out in Section 9.7(b)(i) to (iii), offered the opportunity to transfer his past service benefits to a member of the CMI Group or to Buyer Group Plan.

This Section 9.11(g) does not apply to funded Relevant Parent Group Plans which provide only money purchase benefits.

(ii)  Subject to Section 9.11(g)(iii), there shall be deducted from the equivalent Benefits which Buyer is to provide or procure to be provided, the Benefits (if any) which remain to be provided by the Relevant Parent Group Plan in question. If the failure to transfer the past service benefits (in whole or in part) is due to a circumstance

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within Section 9.7(b)(i) or (ii) or (iii), then the amount by which the Value at the Closing Date of a Relevant Benefit under any such Plan which Buyer is to provide or procure to be provided in respect of service prior to the Closing Date exceeds the Value of the equivalent Relevant Benefit retained by the Relevant Parent Group Plan (or any such entity) shall be deemed to be a Transferred Relevant Benefit for the purposes of Section 9.9.

(iii)  If a transfer payment is made from a Relevant Parent Group Plan in respect of a Pensionable Employee, Section 9.11(g)(ii) shall be modified in such manner as Conopco and Buyer agree to be fair and reasonable in respect of that Pensionable Employee, or in default of agreement as determined under Section 9.25.

(iv)  Where Section 9.14 applies in relation to the Relevant Parent Group Plan concerned, for the purposes of this Section 9.11(g) the reference in Section 9.11(a)(i)(A) to the Closing Date shall be replaced by a reference to the day immediately after the termination of pensionable service of the Pensionable Employee concerned in that Relevant Parent Group Plan.

(v)  In relation to the Unicare Retirement Plan and the Unicare Retirement Preservation Plan, Conopco and Buyer agree that the relevant Pensionable Employees shall be compensated, by the provision of Benefits under a Buyer Group Plan, in respect of the loss of salary linkage to the benefits accrued in respect of the service prior to the Closing Date and retained by the Unicare Retirement Plan and the Unicare Retirement Preservation Plan. Conopco and Buyer agree that such compensation shall be provided through:

(A)  a Buyer Group Plan which is tax qualified in the US; and/or

(B)  to the extent all or part of such compensation cannot in compliance with Applicable Law be provided under (A) above, it shall be provided under a Buyer Group Plan which is a preservation Plan; and/or

(C)  to the extent such compensation cannot be provided under (A) and/or (B) above in compliance with Applicable Law, it shall be provided under a Buyer Group Plan in such manner as Conopco and Buyer may agree, or in default of agreement as may be determined under Section 9.25.

The value as at Closing of the compensation provided under (A), (B) and/or (C) above in respect of each relevant Pensionable Employee shall be deemed to be a Transferred Relevant Benefit for the purposes of Section 9.9.

(vi)  In relation to the UNICare Retiree Medical Plan (US), Conopco and Buyer agree that with respect to each U.S. Employee who becomes a Transferred Employee and is in a class of employees eligible for coverage under the UNICare Retiree Medical Plan immediately prior to the Closing Date but is not covered under Section 9.6(e) (“UNICare Active Employee”), Buyer shall cause Buyer’s Actuary and Conopco shall cause Parent’s Actuary, using assumptions mutually agreed between Conopco and

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Buyer, to calculate in respect of each UNICare Active Employee the accumulated postretirement benefit obligation within the meaning of FAS 106 (“APBO”) as of the Closing under the UNICare Retiree Medical Plan and convert such amount into equivalent service for retirement eligibility purposes for retiree medical benefits under a retiree medical plan to be established or maintained by Buyer or its Affiliates. The value of the APBO so determined shall be deemed to be a Transferred Relevant Benefit for purposes of Section 9.9.

9.12  Benefits of Inactives

(a)  Conopco and Buyer agree that the benefits of members of Stand-Alone Plans who are not Transferred Employees shall, to the extent permitted by Applicable Law, be retained within those plans and become the responsibility of the Buyer.

(b)  Conopco and Buyer agree that, save to the extent prohibited by Applicable Law, benefits of members, who are not Transferred Employees, of Parent Group Plans other than Stand-Alone Plans shall be retained by the relevant Parent Group Plan. If, notwithstanding the preceding sentence, a transfer of Benefits is made from a Parent Group Plan, Conopco and Buyer agree to correct the transfer by returning the Benefits to the Parent Group Plan in question.

9.13  Expatriate employees

The general principles to be applied in relation to those Pensionable Employees who are employed in the DiverseyLever Business as of the Closing Date in a country which is not their home country (“Expatriates”) are that:

(a)  Buyer shall provide or procure the provision of Benefits to Expatriates in accordance with the terms promised to those Expatriates by Conopco, as the case may be. In addition, Section 9.11(f)(vii) shall apply mutatis mutandis;

(b)  Conopco and Buyer shall, in relation to each such Expatriate, agree the most appropriate and cost effective way for those Benefits to be provided having regard to applicable laws and tax regimes;

(c)  to the extent Benefits in respect of Expatriates are transferred to Buyer or its Affiliates or Buyer Group Plan, the provisions of Sections 9.7 to 9.10 and 9.17 shall apply to such transferred Benefits as if they were Transferred Relevant Benefits.

9.14  Interim Arrangements: Continued participation in Parent Group Plans

(a)  Conopco, in relation to such Parent Group Plans (which are not Stand-Alone Plans) as set forth in the Agreed Interim Period Plans Annex or as Conopco and Buyer may otherwise agree in writing, shall use reasonable endeavours to procure that, subject to the approval or consent of any regulatory body or third party which may be necessary, Pensionable Employees accruing Benefits immediately prior to Closing under such Parent Group Plan are permitted to continue such accrual and employees hired by Buyer or its Affiliates after Closing for employment in the DiverseyLever Business shall be eligible to participate upon meeting applicable eligibility requirements (provided that Conopco may impose additional conditions on

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eligibility for risk benefits for such employees), (those that do so participate being referred to as “Newly-Hired Employees”), and that Buyer, or the relevant CMI Group company, is admitted to participation, in the appropriate Parent Group Plan for such temporary period after the Closing Date as is, in the case of such Parent Group Plans (which are not Stand-Alone Plans) as set forth in the Agreed Interim Period Plans Annex, set out in the Agreed Interim Period Plans Annex or, in the case of such Parent Group Plans (which are not Stand-Alone Plans) as Conopco and Buyer may otherwise agree in writing, as may be agreed between Conopco and Buyer, such period not to exceed 12 months.

This Section 9.14 applies in relation to the continuing accrual of Benefits by a Pensionable Employee or Newly-Hired Employee pursuant to such permission.

(b)  Buyer shall, or shall cause one of its Affiliates which participates in the Parent Group Plan, to pay to the Parent Group Plan such contributions as are required by the Parent Group Plan in question at such time as are required by that Plan.

(c)  Conopco may waive any obligation of Buyer under Section 9.14(b) in relation to a Parent Group Plan.

9.15  Interim Arrangements: No increase in liabilities

(a)  With effect from the Closing Date, neither Buyer nor any member of the CMI Group will, without the prior written consent of Conopco, take any action or exercise or permit the exercise of any right, power or discretion which would have the consequence of increasing the cost to Conopco or any of its Affiliates or to any Parent Group Plan in respect of the Benefits of any Pensionable Employee or Newly-Hired Employee (or any one claiming through or by reference to any Pensionable Employee or Newly-Hired Employee) whether as a result of creating new liabilities or increasing existing liabilities in a Parent Group Plan or otherwise, save that the annual pensionable salary of any Pensionable Employee may be increased, by up to the percentage (pro-rated to reflect the length of the period referred to in Section 9.14(a)) assumed for annual pensionable salary increases in the actuarial assumptions referred to in Section 9.9 on (the “Maximum Annual Rate”) (such percentage being reduced by the percentage amount of any increase awarded since the last annual pensionable salary increase awarded prior to the Closing Date) or such greater percentage agreed in writing by the Conopco and Buyer.

(b)  Conopco shall use all reasonable endeavours to ensure that during and in respect of the period referred to in Section 9.14(a):

(i)  no Parent Group Plan referred to in Section 9.14(a) shall be terminated or lose any tax favoured status which it may have prior to Closing;

(ii)  no amendments to any such Plan or exercise of discretion under any such Plan shall be made which will diminish or otherwise affect the benefits of the Pensionable Employees;

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(iii)  no amendments to any such Plan shall be made which would increase the obligations of Buyer (or relevant member of the CMI Group, as the case may be);

without the prior written agreement of Buyer.

(c)  Buyer’s agreement referred to in Section 9.15(b) shall not be unreasonably withheld or delayed and if withheld or delayed in relation to any Parent Group Plan, Conopco shall be entitled to specify by not less than two months’ written notice to Buyer that the period referred to in Section 9.14(a) in respect of that Parent Group Plan shall terminate on such date as shall be specified in said notice.

9.16  Other Issues: Transfers of assets from a funded Parent Group Plan

(a)  Buyer undertakes to give no assistance (and to procure that no Affiliate of Buyer does so) whether directly or indirectly to any individual participant in or beneficiary or potential beneficiary under a Parent Group Plan which would or might result in that Parent Group Plan having to transfer more assets to Buyer Group Plan than would otherwise be required.

(b)  If any assets are transferred from a Parent Group Plan to a Buyer Group Plan after the transfer of assets taken into account for the purposes of Section 9.10, and if that further transfer of assets arises in respect of the transfer of the Transferred Relevant Benefits, this Section 9.16(b) sets out the amount (“Excess Pension Transfer Exit Payment”) to be paid by Buyer to Conopco which amount shall be deferred and paid in cash in U.S. dollars on the Final Exit Date (as defined in Stockholder’s Agreement) as an adjustment to Purchase Price.

The Excess Pension Transfer Exit Payment shall be equal to:

(i)  the value of such further assets transferred multiplied by the Tax Adjustment Factor; plus

(ii)  such amount then being adjusted by the discount rate used under Section 9.9 in respect of the Parent Group Plan in question, in respect of the period from and including the date of transfer to and including Final Exit Date.

If amount of the Excess Pension Transfer Exit Payment calculated above is determined in a currency other than U.S. dollars, it shall be converted into U.S. dollars at the Agreed Payment Date Exchange Rate as of the Final Exit Date.

(c)  For the purposes of Section 9.16(b) the value of the assets shall be calculated on a basis consistent with the foregoing provisions of this Article IX and shall be agreed between Conopco and Buyer and, in default of agreement, determined under Section 9.25.

(d)  Conopco undertakes that it will not, and shall procure that no Affiliate of Conopco shall, take any action intended to result in an Excess arising or increasing in respect of

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the transfer of Transferred Relevant Benefits where, but for such action, no such Excess or increase to Excess would have arisen.

9.17  Transfer of Relevant Benefits

(a)  Where any transfer of Relevant Benefits or assets in respect of those Relevant Benefits envisaged by the provisions of this Article IX requires the approval or consent of any regulatory body or any third party (including the relevant individual), Conopco and the Buyer shall use their respective reasonable endeavours to obtain such approvals and consents.

(b)  In relation to the transfer to a Buyer Group Plan of Relevant Benefits provided under a funded Parent Group Plan or a Relevant Parent SERA Plan:

(i)  Conopco and Buyer shall use reasonable endeavours to procure that:

(A)  a transfer of assets is made from that funded Parent Group Plan; or

(B)  in the case of a Relevant Parent SERA Plan, to the extent permitted by Applicable Law and the provisions of the Relevant Parent SERA Plan in question, a transfer of assets is made from, at Conopco’s option:

(I)  a funded Parent Group Plan; and/or

(II)  by a transfer from Conopco or a member of the Unilever Group to a Buyer Group Plan.

(ii)  Buyer shall use its reasonable endeavours to procure that the Buyer Group Plan:

(A)  has all necessary powers, approvals and consents to accept that transfer; and

(B)  accepts that transfer; and

(iii)  Conopco and Buyer shall use their respective reasonable endeavours to procure that each such transfer takes place as soon as practicable after Closing or, if applicable, the expiry of the interim period referred to in Section 9.14(a). The date of transfer shall be agreed by Conopco and Buyer (or, in default of agreement, determined under Section 9.25).

(iv)  no transfer of funded Relevant Benefits from a Parent Group Plan shall take place unless:

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(A)  Buyer produces evidence as to the adequacy of the funding of the Buyer Group Plan which is to the reasonable satisfaction of Conopco; or

(B)  Buyer agrees to amend the provisions of Buyer Group Plan in such a way, which is to the reasonable satisfaction of Conopco, that ring-fences the liabilities and assets in relation to the Transferred Relevant Benefits from all other liabilities and assets of the Buyer Group Plan both on an ongoing basis and on a termination or winding-up of the Buyer Group Plan.

Buyer’s obligation under this Section 9.17(b)(iv)(B) shall include an obligation to amend the relevant Buyer Group Plan or, to the extent that is not within the control of Buyer or its Affiliates, to establish or make available an alternative Buyer Group Plan.

(c)  If:

(i)  the proposed transfer does not receive the approvals or consents referred to in Section 9.17(a); or

(ii)  the Buyer Group Plan does not have the necessary powers or does not accept the transfer as referred to in Section 9.17(b)(ii),

Buyer will, without prejudice to its obligations under Section 9.17(b), use its reasonable endeavours to make such arrangements (which may include amendment of the relevant Buyer Group Plan or the establishment or making available of an alternative Buyer Group Plan) to enable the proposed transfer to take place.

(d)  The transfer of assets from a funded Relevant Parent Group Plan (other than a Stand-Alone Plan) to a Buyer Group Plan shall be made by the transfer of a reasonable cross section of the assets of the Relevant Parent Group Plan in question (as agreed by the Relevant Parent Group Plan and the Buyer Group Plan) or, in default of agreement, shall be made in cash.

(e)  Where members of any Stand-Alone Plan include employees of the Unilever Group other than Transferred Employees, Conopco shall, prior to the Closing Date, use reasonable endeavors to procure that such Stand-Alone Plan transfers such members’ Benefits to a Plan maintained by Conopco or its Affiliates which is not a Stand-Alone Plan. To the extent that is not reasonably practicable prior to the Closing Date, the provisions of Section 9.19 shall apply, mutatis mutandis.

9.18  Voluntary Fund

(a)  In this Section 9.18 the expression “Voluntary Fund” means a fund comprising those voluntary contributions, or the investment or moneys representing them and any income derived from them, in respect of which the entitlements of the members who have paid them are not related to members’ earnings (however defined).

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(b)  Notwithstanding the preceding provisions of this Article IX, if within any Parent Group Plan there is a Voluntary Fund, the Voluntary Fund and the benefits payable from it and the contributions payable to it and any transfer payment made from it shall be disregarded for all the preceding provisions of this Article IX.

(c)  Conopco shall use its reasonable endeavours to procure that the part of the Voluntary Fund attributable to the Transferred Pensionable Employees in question in accordance with the provisions of the Relevant Parent Group Plan is transferred to the Buyer Group Plan at the same time as the transfer amount in respect of the Relevant Benefits of those Transferred Pensionable Employees in the Relevant Parent Group Plan is transferred to the Buyer Group Plan.

9.19  Employees who become Employees of the Unilever Group after the Closing Date

(a)  This Section 9.19 applies in respect of any Pensionable Employee who is either listed in Section 6.13 of the DiverseyLever Disclosure Schedule or is agreed between Conopco and Buyer and who has been or is, prior to the Closing Date, given the right to elect to return to the employment of Conopco or its Affiliates within a period after the Closing Date and who exercises that right.

(b)  The provisions of Sections 9.7 to 9.10 shall apply on the basis set out in this Section 9.19, with such modifications as Conopco and Buyer shall agree to be necessary, in respect of the transfer to a Parent Group Plan of the Benefits of the Pensionable Employee under a Buyer Group Plan which provides Benefits corresponding to the Relevant Parent Group Plan in respect of which that Pensionable Employee had Relevant Benefits prior to the Closing Date (“Returned Transferred Benefits”).

(c)  The Value of the Returned Transferred Benefits shall be determined as at the date of termination of employment of the Pensionable Employee by the CMI Group by reference to pensionable service to and pensionable salary at that date.

9.20  Changes Agreed but not in Effect as at Closing

(a)  Conopco and Buyer recognize that certain changes are to be made to the Benefits under certain Relevant Parent Group Plans and/or to the arrangements for the provision or financing of such Benefits which will have been agreed before Closing by Conopco but will not be implemented until after Closing.

(b)  For the purposes of this Section 9.20:

“Implementation Date”	means the date as from which Modified Benefits become effective.
“Modified Benefits”	means any changes or improvements to Benefits under a Relevant Parent Group Plan which are made after Closing but only to the extent such changes or improvements were agreed

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before Closing. For this purpose “agreement” means the authorization of the Corporate Pensions Department of Unilever PLC.

(c)  As soon as practicable after Closing, Conopco shall notify Buyer in writing of the changes or improvements to Benefits which it proposes be treated as Modified Benefits for the purposes of this Section 9.20, and provide full details in writing of such changes or improvements including the expected Implementation Date and reasonable evidence of the agreement of such improvements in accordance with Section 9.20(b).

(d)  Conopco and Buyer shall apply the principles of this Article IX in respect of the Modified Benefits to the effect that:

(i)  in respect of those Pensionable Employees whose Relevant Benefits have been transferred from the Relevant Parent Group Plan in question to the Buyer Group Plan, the Modified Benefits, to the extent they relate to service completed prior to the Closing Date, shall be treated as Transferred Relevant Benefits and the provisions of Section 9.10 shall apply (and those of Section 9.17(b)(i)(A) shall not apply) in respect of such Transferred Relevant Benefits;

(ii)  for this purpose, the Value of the Modified Benefits treated as Transferred Relevant Benefits shall be determined in accordance with Section 9.9 promptly after the Implementation Date provided that, where Parent’s Actuary and Buyer’s Actuary consider that the demographic actuarial assumptions which would otherwise apply for this purpose are inappropriate due to the nature of the change or improvement to Benefits, the demographic actuarial assumptions used for this purpose shall be modified in such manner as Parent’s Actuary and Buyer’s Actuary agree;

(iii)  for the purpose of calculating Gross Service Cost under Section 9.24, the Modified Benefits shall be treated as Relevant Benefits.

(iv)  Section 9.11 shall apply as if the Modified Benefits had become effective from the Closing Date.

9.21  Canada

Buyer must, with effect from the end of the interim period applicable under Section 9.14 in respect of the Unilever Canada Pension Plan, establish a comparable registered pension plan in Canada to replace the Unilever Canada Pension Plan.

9.22  Treatment of UK Pension Scheme.

(a)  Buyer and Conopco shall cooperate to ensure that the employment of the UK Employees is contracted-out by reference to the UK Pension Scheme at all applicable times during the International Transition Period.

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(b)  This Section 9.22(b) applies if and to the extent that, as a result of any UK Company ceasing to employ persons in the description or category of employment to which the UK Pension Scheme relates, a debt becomes due from such UK Company to the UK Pension Scheme under section 75 of the UK Pensions Act 1995 and the UK Pension Scheme notifies the relevant UK Company that it requires payment of that debt. Where this Section 9.22(b) applies, Sellers undertake to:

(i)  procure payment to the UK Pension Scheme of an amount equal to the amount notified by the UK Pension Scheme to the relevant UK Company as referred to above in order to discharge the relevant UK Company from any liability to make payment of that amount to the UK Pension Scheme; or

(ii)  otherwise procure that the relevant UK Company is not required to pay the amount referred to in (i) above.

(c)  Where a Pensionable Employee elects, at any time before the expiry of the interim period under Section 9.14, under Rule C3 of the UK Pension Scheme to purchase a service credit and the period over which contributions are payable in respect of the cost of that credit has not expired before such expiry, a right, for so long as he remains in pensionable service by reference to the Buyer Group Plan, to purchase over the period commencing on such expiry the balance of the service credit which he would have been entitled to purchase had he remained in pensionable service by reference to the UK Pension Scheme on the same terms and conditions as apply under the provisions of the UK Pension Scheme in force immediately prior to the Closing Date. Notwithstanding Section 9.11(a)(i)(B), once such an election has been made, the obligation of Buyer under this (ii) shall continue to apply until the expiry of the period over which contributions are payable in respect of the cost of the service credit.

(d)  Section 9.11(c)(i) shall not apply to any employee contributions due in respect of the purchase of a service credit under the UK Pension Scheme as referred to in (c) above.

9.23  Covenants

(a)  (i)  For the purposes of this Section 9.23(a):

(A)  “Relevant Claim” means a claim brought by or on behalf of a Pensionable Employee or Transferred Inactive which relates to Benefits attributable to any period of employment prior to the Closing Date or, if later, if Section 9.14 applies, the date pensionable service in a Parent Group Plan ends, under a Relevant Parent Group Plan in respect of which a transfer of Relevant Benefits has been made to Buyer or its Affiliates or a Buyer Group Plan or under a Relevant Parent Group Plan which is a Stand-Alone Plan or under a Parent Group Plan.

(B)  “Liability” means any liability, loss, damage, cost, claim or reasonable expense arising out of or in connection with any Relevant Claim.

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(ii)  Buyer covenants with Conopco to pay to Conopco forthwith upon demand an amount equal to any Liability which is incurred or sustained by Conopco, any member of the Unilever Group or a Parent Group Plan arising out of or in connection with any Relevant Claim.

(b)  Conopco covenants to pay to Buyer forthwith upon demand an amount equal to any liability, loss, damage, cost, claim or reasonable expense arising out of or in connection with:

(i)  any obligation to provide Relevant Benefits on the grounds that a Transferred Employee was denied access in breach of Article 141 to a Parent Group Plan prior to the Closing Date to the extent such claim relates to the period prior to the Closing Date;

(ii)  any obligation to contribute to the Diversey Limited Retirement Benefits Plan (1969) in the UK; and

(iii)  any obligation to provide Relevant Benefits under the USIF (Ireland) arising out of the circumstances disclosed in Section 9.2(c) of the Unilever Disclosure Schedule with respect to such Plan.

9.24  EBITDA

(a)  This Section 9.24 provides, based upon the procedures and assumptions hereinafter set forth, for (1) the final adjustment for normalized annual pension expense for the twelve months ending June 30, 2001 attributable to the EBITDA Adjustment Plans, and (2) determining an amount equal to (a) the aggregate Adjusted Final Normalized Expense of all EBITDA Adjustment Plans less the pension cost already included in the Reviewed DiverseyLever Statement of Management EBITDA in respect of all EBITDA Adjustment Plans, minus (b) the Interim Pension Estimate (as defined in Section 1 to Schedule 3.8 of the Agreement) (the “Final Pension Differential”). For the purpose of the above aggregation, each amount expressed in a currency other than U.S. dollars shall, to the extent necessary, be converted into Euros using the currency exchange rates underlying the conversion of local country EBITDA to Euros for the purposes of Schedule A and then converted to U.S. dollars using the DiverseyLever Exchange Rate. The Final Pension Differential shall be expressed as a positive or negative amount. If the Final Pension Differential is a positive amount, Conopco shall pay to Buyer in accordance with Section 11.8 (as an adjustment to the Purchase Price) an amount equal to the product of (A) the Final Pension Differential, times (B) 8.85, which product shall be deemed a Tax Indemnity Amount under Section 11.8. If the Final Pension Differential is a negative amount, Buyer shall pay to Conopco in accordance with Section 11.8 as an adjustment to the Purchase Price an amount equal to the product of (A) the Final Pension Differential, times (B) 8.85, which product shall be deemed a Tax Indemnity Amount under Section 11.8. In either case, the amount so determined shall be adjusted by interest at the Applicable Rate as of the Closing Date (accrued daily and compounded monthly) for the period from and including the Closing Date to and excluding the date of payment under Section 11.8.

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(b)  Within 6 months after the Closing Date, Conopco shall cause Parent’s Actuary to submit calculations in writing to Buyer’s Actuary, along with all such data and information as is, in the opinion of Parent’s Actuary, reasonably necessary for the purpose of verifying such calculations (including confirmation of the pension cost already included in the Reviewed DiverseyLever Statement of Management EBITDA) in respect of each EBITDA Adjustment Plan, of an amount equal to the Adjusted Final Normalized Expense for such Plan. The aggregate of the Adjusted Final Normalized Expense for all EBITDA Adjustment Plans minus the Interim Pension Estimate shall equal the Final Pension Differential.

(c)  If Parent’s Actuary and Buyer’s Actuary fail to agree the amount in Section 9.24(b) in respect of any EBITDA Adjustment Plan within two months after the date of Parent’s Actuary’s submission to Buyer’s Actuary of such calculations, either Conopco or Buyer may at any time thereafter elect to have an independent actuary appointed to determine such amount. In the event such an election is made, Conopco and Buyer shall within 10 Business Days after the election is made appoint an independent actuary mutually agreed to by Conopco and Buyer or if they fail to agree within such period, as shall be appointed in accordance with Section 9.25 within 10 Business Days thereafter. The independent actuary shall, within 2 months after appointment, determine the Adjusted Final Normalised Expense in respect of the applicable EBITDA Adjustment Plan.

(d)  Conopco and Buyer shall each use reasonable endeavours to procure that:

(i)  any information which may reasonably be required by Parent’s Actuary or Buyer’s Actuary for the purpose of undertaking and agreeing the Final Pension Differential shall, to the extent that it is within the power or control of Conopco or Buyer, as the case may be, be supplied to such actuary and that such information so supplied shall be true, complete and accurate in all material respect; and

(ii)  without prejudice to the specific times set out above, their respective actuary acts promptly and that such calculations are completed promptly.

(e)  For purposes of this Section 9.24:

(i)  “Adjusted Final Normalized Expense” means, in respect of any EBITDA Adjustment Plan, an amount calculated as:

(A)  “Adjusted Final Active Normalized Expense” less

(B)  the Value of the Relevant Benefits for Transferred Inactives in that Plan as at the Closing Date

(1)  multiplied by 1/(1+i)^t where t = the period in years from 30 June 2000 to the Closing Date; and i = the discount rate assumption determined in accordance with Section 9.9(b); and

(2)  multiplied by the expected rate of return on assets minus the discount rate.

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This calculation (B) will use data on inactive Plan members effective as at the Closing Date and actuarial methods and assumptions set out in Section 9.9.

Notwithstanding the foregoing, for the Berolina plan (Germany), the “Adjusted Final Normalized Expense” shall be the Adjusted Final Active Normalized Expense.

(ii)  “Adjusted Final Active Normalised Expense” means, in respect of any EBITDA Adjustment Plan, an amount calculated as the Unadjusted Final Active Normalised Expense adjusted as follows:

(A)  multiplied by 1/(1+s)^t where t = the period in years from 30 June 2000 to the Closing Date; and s = the general salary increase assumption determined in accordance with Section 9.9(b).

(B)  multiplied by Headcount Adjustment.

(iii)  “EBITDA Adjustment Plan” means a Relevant Parent Group Plan, the Berolina plan in Germany, the Unicare Retirement Plan, the Unicare Retirement Preservation Plan or the Unicare Post Retirement Welfare Plan with over 30 members if a Stand-Alone Plan or, if it is not a Stand-Alone Plan, over 30 Pensionable Employees as at the Closing Date.

(iv)  “Gross Service Cost” means the cost of accrual of benefits for the year following the effective date of the calculation before any deduction is made for employee contributions. Gross Service Cost shall be calculated using the actuarial methods and assumptions set out in Section 9.9 including the allowance for administrative expenses, except if this allowance is defined other than by reference to an addition to the annual cost of the applicable plan. For this purpose, the benefits valued in respect of any Plan must be consistent with those valued for the purposes of determining the Value of Relevant Benefits for that Plan under Section 9.9.

(v)  “Headcount Adjustment” means A/B where

“A”  =  estimated employee headcount for the DiverseyLever Business for the period 1 July 2000 to 30 June 2001 for the country in which that EBITDA Adjustment Plan is based that is consistent with the basis of other adjustments made to employment costs, and headcount underlying them, in EBITDA for the same period for purposes of calculating the purchase price under this Agreement.

“B”  =  employee headcount of DiverseyLever Business for that country at the Closing Date

For A, Conopco and Buyer will use their reasonable endeavours to obtain such information as is available on employee headcounts for the DiverseyLever Business by country over the period 1 July 2000 to 30 June 2001.

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(vi)  “Unadjusted Final Active Normalized Expense” means, in respect of any EBITDA Adjustment Plan, an amount calculated as

· Gross Service Cost for the year following the Closing Date, less

· the estimated amount of full rate (whether or not paid), employee contributions for Pensionable Employees based on salaries at the Closing Date, for the year following the Closing Date, less

· the Value of Relevant Benefits as at the Closing Date for Pensionable Employees in respect of service prior to the Closing Date, multiplied by the expected rate of return on assets minus the discount rate.

Except that, for the Berolina plan (Germany), the “Unadjusted Final Active Normalized Expense” shall be the estimated amount of full rate (whether or not paid) employer contributions for Pensionable Employees, based on salaries at the Closing Date, for the year following the Closing Date.

These calculations will use data on active plan members effective as at the Closing Date and actuarial methods and assumptions set out in Section 9.9.

9.25  Disputes

(a)  Any dispute between Conopco and Buyer or between Parent’s Actuary and Buyer’s Actuary concerning the determination or valuation or agreement of any matter to be specifically determined, valued or agreed under Article IX shall, in the absence of agreement between them, be referred to an independent actuary agreed by Conopco and Buyer or, failing such agreement, appointed by the President for the time being of the Institute of Actuaries in England at the request of the party first applying. In any such case, the independent actuary shall be a person who possesses appropriate expertise in relation to the jurisdiction in respect of which the matter has arisen.

(b)  Such independent actuary shall act as an expert and not as an arbitrator. His decision shall be final and binding on the parties and his expenses shall be borne as the independent actuary may direct.

9.26  Stock Options and Incentive Compensation.

(a)  Conopco shall be responsible and retain liability for and incur any and all costs of stock option compensation for all Employees who become Transferred Employees and who hold stock options from Conopco or any of its Affiliates awarded prior to the Closing Date, including payments, if any, that may be made to such Employees in Conopco’s sole discretion to settle such options rights, including those relating to “in-the-money” non-exercisable stock options as of the Closing Date. Conopco shall be responsible and retain liability for any payment obligations (including social security payments), withholding obligations and reporting obligations that arise before, on or after the Closing Date under any applicable stock option plan of Conopco or any of its Affiliates, whether that obligation arises in respect of an Employee or any other Person. Conopco covenants to pay the Buyer an amount equal to any amount payable

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by the Buyer or any of its Affiliates (other than any amount which has been withheld from a Transferred Employee’s pay) as a result of any such obligation of Conopco under this Section 9.26(a).

(b)  Sellers shall be solely responsible and retain liability for, and Buyer and its Affiliates shall have no obligation to pay, any incentive compensation earned on or prior to the Closing, under any annual bonus or other incentive plan or arrangement of Conopco or any of its Affiliates, whether that obligation arises in respect of a Transferred Employee or any other Person. For purposes of determining a Transferred Employee’s entitlement in respect of any such plan which provides for payments based on performance goals achieved, Sellers shall cause the performance period in which the Closing occurs (the “Final Performance Period”) to end on the Closing Date and performance goals in determining payments shall be deemed to have been met at the original target for the Final Performance Period. Payments for the Final Performance Period shall be made by Sellers on a pro rata basis based on the number of days in the original performance period elapsed on and prior to the Closing Date and shall be deemed to have been earned on the Closing. Payments in respect of any completed performance period ending prior to Closing shall be made on the ordinary payment date, and payments in respect of the Final Performance Period shall be made within 3 months of Closing.

(c)  Conopco shall cause all matched shares awarded to Transferred Employees under the Variable Pay Plan or similar plan maintained by Conopco or its Affiliates to be treated in accordance with terms no less favorable to the Transferred Employee than those in effect on the date of this Agreement and shall be responsible and retain liability for all payment obligations (including social security payments), withholding obligations and reporting obligations that arise before, on or after the Closing Date under any such plan.

(d)  Conopco shall be responsible and retain liability for and incur any and all costs of compensation for all Employees who become Transferred Employees and which arise under the North American Performance Share Plan (“PSP”) and the Long Term Incentive Plan (“Cash Plan”), and Buyer and its Affiliates shall have no obligations with respect thereto. Payments in respect of any completed performance period ending prior to Closing shall be made to such Employees on the ordinary payment date and payments will be made to such Employees holding grants for incomplete performance periods under the PSP and the Cash Plan [within 3 months of Closing]. Such payments for incomplete performance periods will be made in respect of the whole three year outstanding performance periods in respect of the PSP and outstanding four year performance periods in respect of the Cash Plan. In calculating the payment in respect of any incomplete performance period, actual performance will be used for completed years in the incomplete performance period under the plans, target performance will be assumed for uncompleted years in outstanding performance period, and an average will be taken of the total number of years in the outstanding performance period.

9.27  No Third Party Beneficiaries.    No provisions of this Agreement shall create any third party beneficiary or other rights in any Employee (including any beneficiary or dependent thereof) or any persons in respect of continued employment with any of the Companies, with Conopco, with Buyer or with any of their Affiliates and no provision of this Agreement shall create any such rights in any such persons in respect of any benefits that may be provided, directly or indirectly, under any U.S. Employee Plan or U.S. Benefit Arrangement, any

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International Plan or any plan or arrangement which may be established or maintained by Buyer or any of its Affiliates. Buyer’s agreement to the provisions of Section 9.5, 9.6, 9.7 and 9.11 is given by Buyer on the express understanding that, if Buyer is in breach of any such provisions, Conopco may, at its absolute discretion, and without limitation, seek to procure compliance with such provisions by Buyer by applying to the court for damages and/or specific performance (for the avoidance of doubt, Buyer expressly agrees that Conopco may seek to procure Buyer’s compliance with such provisions for the benefit of the applicable Employee (or beneficiary or dependent thereof) notwithstanding that Conopco may not have itself suffered any actual damages as a result of Buyer’s noncompliance). No provision of this Agreement shall constitute a limitation on the right of Buyer, any of the Companies or other Affiliates of Buyer to terminate any Transferred Employee at will.

9.28  Plant Closing Obligations.

(a)  Buyer agrees to provide any required notice under the Worker Adjustment and Retraining Notification Act, as amended (the “WARN Act”), and any similar federal, state or provincial statute or law, and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in the WARN Act) or group termination or similar event affecting Transferred Employees and occurring after the Closing Date. Neither Buyer nor its Affiliates shall take any action after the Closing Date that would cause any termination of employment of any employees by Unilever Group or its Affiliates that occurs before the Closing Date to constitute a “plant closing” or “mass layoff” or group termination under the WARN Act or any similar statute. Conopco shall notify Buyer prior to Closing of any layoffs of any employees in the DiverseyLever Business in the 90-day period prior to Closing that could affect the obligations of Buyer or its Affiliates under the preceding sentence. Provided Conopco has complied with its obligation under the preceding sentence, Buyer shall indemnify and hold harmless Conopco (on behalf of the relevant member of the Unilever Group) with respect to any liability under the WARN Act or similar statute arising from the actions of Buyer or its Affiliates after the Closing Date.

(b)  If any member of the Unilever Group or, prior to Closing, any Company takes or has taken any action which could be construed as a “plant closing” or “mass layoff”, or which results in any employee retained or employed suffering or deeming to have suffered any “employment loss,” as those terms are defined in the WARN Act or any similar federal, state or provincial statute or law, except as provided in Section 9.28(a), Sellers and such Affiliates shall be solely responsible for providing any notice required by WARN or similar statute and for making payments, if any, which may be required under WARN or similar statute for failure to provide appropriate notice and Conopco shall indemnify and hold harmless (on behalf of the relevant member of the CMI Group) with respect to any liability for failure to provide such notice.

9.29  Agency.    Where, in this Schedule 9, Conopco or Buyer is described as making or receiving a payment, pursuant to an indemnification obligation or otherwise, Conopco shall make such payments on behalf of the relevant Sellers and Buyer shall make such payments on behalf of the relevant Designated Buyers.

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Where in this Schedule 9, Conopco is described as indemnifying Buyer, Conopco shall make such indemnification action on behalf of itself and the Sellers and Buyer shall act on behalf of itself and the other Designated Buyers. Where in this Schedule 9, Buyer is described as indemnifying Conopco, Buyer shall make such indemnification on behalf of itself and the other Designated Buyers and Conopco shall act on behalf of itself and the Sellers.

Where an obligation of a party to pay an amount to the other party in this Schedule 9 arises in respect of any matter in relation to the DiverseyLever Business as of the Closing Date (before giving effect to any of the transactions contemplated by this Agreement for that date) the amount due and payable shall be treated as an adjustment to the Purchase Price.

9.30  Definitions for the Purposes of Article IX

(a)  In this Article IX:

“Accounting Date”	means the date 6 months after the Closing Date, and each successive date falling after the expiry of 3 months from the previous date until such date as at which all Shortfalls and Excesses have been determined (or if due to be paid in cash, have been paid in cash, if later)under Section 9.10.
“Actuarial Annex”	means the Annex to this Agreement entitled “Actuarial Annex”.
“Agreed Closing Date Exchange Rate”	means the applicable exchange rate as published in the column entitled “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any successor column), as appearing in the Financial Times published on the Closing Date or, if the Financial Times is not published or such column does not appear on the Closing Date, on the immediately preceding date on which the Financial Times is published and such column appears, or if an exchange rate for the relevant currency is not so published, such rate as Buyer’s Accountants and Conopco’s Accountants shall mutually agree by reference to generally accepted, published exchange rates for the relevant currency.
“Agreed Interim Period Plans Annex”	means the Annex to this Agreement entitled “Agreed Interim Period Plans Annex”.
“Agreed Local Adjustment Rate”	means, in respect of any period and the Plan in question:

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	(a)  the interest rate, timing adjustment or rate of return identified as such in the Actuarial Annex for the Plan in respect of that period; or
	(b)  if (a) does not apply in respect of any Plan, such interest rate, timing adjustment or rate of return as Unilever shall notify to CMI after the date of this Agreement and on or before the date 2 months after the Closing Date, which shall be consistent with the way in which the calculation of the transfer amount actually paid by the Plan in question is adjusted in respect of the period between Closing and the date of its payment (a split rate may apply where an interim period of participation applies under Section 9.14).
“Agreed Local Interest Rate”	means, in relation to a Transferred Relevant Benefit under a Relevant Parent Group Plan, the rate determined by Conopco as equivalent to the cost to Conopco of borrowing in the currency in question for the period in question and agreed by Buyer or, in default of agreement, as may be determined under Section 9.25.
“Agreed Payment Date Exchange Rate”	means the applicable exchange rate as published in the column entitled “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any successor column), as appearing in the Financial Times published on the day immediately preceding the applicable payment date or, if the Financial Times is not published or such column does not appear on such date, on the immediately preceding date on which the Financial Times is published and such column appears, or if an exchange rate for the relevant currency is not so published, such rate as Buyer’s Accountants and Conopco’s Accountants shall mutually agree by reference to generally accepted, published exchange rates for the relevant currency.
“Article 141”	means Article 141 of the Treaty of Rome or any current or future legislation which implements Article 141 or which implements any EC

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	Directive relating to equal treatment. References to the EC shall be taken to include the European Community (formerly the European Economic Community) and the European Union.
“Benefit”	means any pension, lump sum, gratuity, payment after termination of employment of costs (including, without limitation, medical, dental or other healthcare costs), or other like benefit provided or to be provided, including payment from an individual’s account balance under a defined contribution type of plan:
	·    on or after retirement;
	·    on death;
	·    on or after termination of employment, except to the extent the benefits referred to above are enhanced where such termination is on account of redundancy or at the request of the employer;
	·    on or in connection with disability; and
	·    as a long service award (including those that result from a statutory requirement) (“Jubilee Plan”)
“Buyer’s Actuary”	means such actuary or firm of actuaries as Buyer may determine for the purpose of Article IX, provided that Buyer may determine a different actuary or different firm of actuaries for different jurisdictions.
“Buyer Group Plan”	means any Plan sponsored, maintained or contributed to by Buyer or any of its Affiliates under which Benefits are provided or, if the context so requires, the trustees or managers of any such Plan.
“Cash Payment”	means, in relation to any account taken of Shortfalls and Excesses under Section 9.10(c)(i)(B) as at any Accounting Date, an amount equal to:
	(i)  the aggregate amount of the Shortfalls

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	under funded Relevant Parent Group Plans; less
	(ii)  the aggregate amount of the Excesses under funded Relevant Parent Group Plans; plus
	(iii)  25% of the aggregate of the Shortfalls under an unfunded Relevant Parent Group Plan (for this purpose, calculated before multiplication by the Tax Adjustment Factor under Section 9.10(b)(i)).
“Currency Adjustment Factor”	means, in respect of any amount to which it is stated to apply:
	(a)  if the amount is expressed in U.S. dollars, one;
	(b)  if the amount is expressed in a currency other than U.S. dollars, the Agreed Closing Date Exchange Rate.
“Excess”	has the meaning given to that expression in Section 9.10(b)(ii)
“Expatriates”	has the meaning given to that expression in Section 9.13.
“Interim Period Plan”	the Relevant Parent Group Plans in respect of which there is an interim arrangement after Closing under Section 9.14(a)
“Jubiliee Plan”	see definition of “Benefit”
“Market Adjustment Factor”	(a)  as set out in the Actuarial Annex in relation to the Relevant Parent Group Plan; or
	(b)  one, unless under the valuation referred to in Section 9.9(b)(ii):
	(i)  the market value of assets is smoothed or otherwise adjusted; or
	(ii)  the value of liabilities is adjusted to take account of market conditions.

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	If (i) or (ii) applies, the Market Adjustment Factor shall be calculated using an approach and, where necessary, assumptions consistent with any approach used under the valuation referred to in Section 9.9(b)(ii) to:
	(a)  smooth or otherwise adjust the value of assets; or
	(b)  adjust the value of liabilities.
	Where the asset value is smoothed or otherwise adjusted under the valuation referred to in Section 9.9(b)(ii), the Market Adjustment Factor to be applied will reflect an inversion of the approach used in the valuation.
	Where no such smoothing or adjustment is applied under the valuation referred to in Section 9.9(b)(ii), the Market Adjustment Factor shall be one.
	Any disagreement between Parent’s Actuary and Buyer’s Actuary as to the implementation of this definition shall be determined under Section 9.25.
“Ongoing Welfare Benefits”	benefits on death or disability, medical, dental and vision benefits, and other welfare health benefits, each to the extent payable during employment.
“Parent’s Actuary”	means such actuary or firm of actuaries as Conopco may determine for the purpose of this Article IX, provided that Conopco may determine a different actuary or different firm of actuaries for different jurisdictions.
“Parent Group Plan”	means any Plan of Conopco or any of its Affiliates, including Stand-Alone Plans, under which Benefits are provided or, if the context so requires, the trustees or managers of any such Plan.

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“Pensionable Employee”	means a Transferred Employee who has, or in respect of whom another person has, immediately prior to the Closing Date, an entitlement (whether present, future or contingent) to Benefit under a Parent Group Plan.
“Plan”	means any scheme, plan, fund or arrangement, whether or not funded or insured.
“Plan Annex”	means the Annex to this Agreement entitled “Plan Annex”
“Relevant Benefit”	means a liability (whether present, future or contingent) determined, to the extent applicable, in accordance with Section 9.9 which arises under the terms of a Relevant Parent Group Plan as in effect at Closing (which, for the avoidance of doubt, includes any announcement of Benefit change in effect as of Closing but not incorporated into the terms of the Plan) to provide a Benefit but excluding any defined contribution benefits. See also Section 9.20.
“Relevant Parent Group Plan”	means all or any of the Parent Group Plans which are listed in the Plan Annex and which are identified therein as Relevant Parent Group Plans together with any Jubilee Plans.
“Relevant Parent SERA Plan”	means all or any of the Parent Group Plans which are identified as unfunded SERA Plans in the Plan Annex and which Conopco nominates, in its absolute discretion and within 12 months after the Closing Date, to be Relevant Parent SERA Plans.
“Retained Member Supplemental Cost”	means, for any Plan in relation to which Buyer or its Affiliates participates after Closing pursuant to section 9.14, an amount calculated as {(A – B) * C}—D where
	A =The “Unadjusted Final Active Normalised Expense” expressed as a percentage of the pensionable salary at the Closing Date of the employees to which the “Unadjusted Final Active Normalised Expense” calculation relates
	B = Expressed as a percentage of pensionable

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salary, the total employer contributions paid under Section 9.14(b) in respect of the Plan in question

C = the aggregate amount of pensionable salary received by “Non-Transferring Participating Employees” in relation to the applicable Plan during the period for which Buyer or its Affiliates participates in the applicable Plan after Closing pursuant to section 9.14

D = where Section 9.11(c)(i) applies in relation to the Parent Group Plan in question, the amount in respect of Non-Transferring Participating Employees who are not Newly-Hired Employees equal to the actuarial value as of Closing, using salary as of the Closing Date, of (X-Z) for the period of three years from Closing, determined in accordance with the actuarial method and assumptions which are to be applied to that Plan under Section 9.9, but without applying any decrement or salary scale, where:

X represents the maximum amount in local currency of contributions such Non-Transferring Participating Employee could have been required to contribute to a Parent Group Plan under the provisions of that Plan in force immediately prior to Closing but for any surplus or deficit in that Plan; and

Z represents the amount calculated on the basis of the information available prior to the date on which the Value of the Relevant Benefit is agreed or determined under Section 9.10, in local currency (if any) of compulsory contribution he would have been required to contribute during the period of 36 months from the Closing Date under the provisions of the Parent Group Plan, had he been an active member of the Plan throughout that period and his employer has remained part of the Unilever Group.

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	For the avoidance of doubt:
	(i)  (A-B) or {(A-B) x C) - D may be a negative number; and
	(ii)  a consistent definition of pensionable salary is to be used for the purposes of A, B and C.
	“Non-Transferring Participating Employees” means, in relation to any Plan, Pensionable Employees, and any “Newly-Hired Employees” who become members of the Plan during the period for which Buyer or its Affiliates participates in the applicable Plan after Closing pursuant to section 9.14 but, in either case, who do not become Transferred Pensionable Employees.
“Senior Plans Annex”	means the Annex to this Agreement entitled “Senior Plans Annex”
“SERA Plan”	those plans listed in the Senior Plans Annex together with similar arrangements in countries other than Material Jurisdictions.
“Shortfall”	has the meaning given to that expression in Section 9.10(b)(i)
“Stand-Alone Plan”	means those Parent Group Plans listed in the Plan Annex as Stand-Alone Plans together with any other Parent Group Plan in a country other than a Material Jurisdiction where after Closing there are active members who are Transferred Employees but no active members are employees of the Unilever Group or where the Plan relates solely to inactive members and the Plan is administered from the DiverseyLever Business prior to the Closing Date.
“Tax Adjustment Factor”	means, in respect of the application of paragraph 9.10(b) to a Transferred Relevant Benefit which arises under:
	(a)  a funded Relevant Parent Group Plan, 1.0-X, where X represents the Tax Rate (expressed as the applicable percentage rate divided by 100 and then multiplied by 0.7513) for the jurisdiction in which

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that Relevant Parent Group Plan is established;

(b)  an unfunded Relevant Parent Group Plan, 1.0-X, where:

·   X represents zero, to the extent there would be no corresponding deferred tax asset in the Notional Completion Balance Sheet; and

·   X represents, to the extent there would be a corresponding deferred tax asset in the Notional Completion Balance Sheet, the Tax Rate (expressed as the applicable percentage rate divided by 100) for the jurisdiction in which that Relevant Parent Group Plan is established.

For the purpose of this definition:

“Notional Completion Balance Sheet” means a balance sheet in respect of the DiverseyLever Business drawn up as at the Closing Date in accordance with the accounting principles and practices as set out in the Unilever accounting policy manual effective immediately prior to the Closing Date; and

“Tax Rate” means the following respective percentages for the countries listed below:

Australia	30	%;
Denmark	30	%;
France	35.33	%;
Italy	40.25	%;
Mexico	35	%;
Sweden	28	%;
Spain	35	%;
Switzerland	23.5	%;
Turkey	40	%;
US	40	%;
UK	30	%;
Netherlands	35	%;
Germany	38	%;
Canada	38	%;
Japan	42.1	%;

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Brazil             34 %,

	and for any other country the standard maximum corporate tax rate for that country.
“Top-Seven Plans”	means the Plans identified as “Top-Seven Plans” in the Plan Annex
“Transferred Assets”	means, in respect of any Transferred Relevant Benefit:
	(a)  the assets which are comprised in any funded Plan under which that Benefit is provided; and/or
	(b)  any assets which, in respect of the Plan under which that Benefit is provided, are set aside to fund or finance or hedge against any such Benefits; and/or
	(c)  in the case of the SPP in Sweden, the credit available to Buyer or its Affiliates
	and which are transferred to, assumed by or retained by Buyer or one of its Affiliates, a Buyer Group Plan or a Stand Alone Plan.
“Transferred Pensionable Employee”	means a Pensionable Employee or Newly Hired Employee who:
	(a)  becomes a member of a Buyer Group Plan with effect from the day after his pensionable service under the Parent Group Plan in question terminates;

(b)  who agrees in writing to the Benefits under the Parent Group Plan in question of and in respect of him being transferred to Buyer Group Plan (such agreement in writing to include a discharge in a form agreed by Conopco (whose agreement shall not be unreasonably withheld or delayed) in favour of the Parent Group Plan and each member of the Parent Group for any liability to or in respect of that Pensionable Employee or Newly Hired Employee to provide any Benefits

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	under that Parent Group Plan); and
	(c)  who does not withdraw that agreement before such Benefits are transferred to a Buyer Group Plan,
	provided that (b) and (c) of this definition shall not apply:
	·     in relation to the transfer of the Benefits of a Pensionable Employee from a Parent Group Plan to a Buyer Group Plan or any member of the CMI Group where under Applicable Law that transfer takes place automatically without the Pensionable Employee’s or Newly Hired Employee’s consent; or
	·       where Conopco in its absolute discretion so determines in relation to one or more Pensionable Employees or Newly Hired Employees, or one or more Parent Group Plans.
“Transferred Inactive”	means a person other than a Pensionable Employee:
	(a)  who, immediately prior to Closing, is a member of a Stand-Alone Plan; or
	(b)  whose Benefits under a Parent Group Plan otherwise transfer to a Buyer Group Plan or a member of the CMI Group with effect from Closing or the end of the period referred to in Section 9.14(a) where required by Applicable Law.
“Transferred Relevant Benefit”	means a Relevant Benefit which:
	(a)  is transferred to or assumed by a member of the CMI Group or a Buyer Group Plan in respect of a Pensionable Employee, Transferred Inactive or Newly-Hired Employee but excluding any such Relevant Benefit in respect of a Pensionable Employee who does not become a Transferred Pensionable Employee in respect of that Relevant

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	Benefit; or
	(b)    arises under a Relevant Parent Group Plan which is a Stand-Alone Plan to the extent the Stand-Alone Plan transfers to Buyer or its Affiliates.
“UK SERA”	means the arrangements constituted by a letter from Unilever UK Central Resources Limited to the Pensionable Employee in question, entitled “Senior Managers’ Pension Arrangements: 1999 SERA Letter”
“Value”	means:
	Relevant Benefits or Transferred Relevant Benefits
	(a)  (i)  in respect of any Relevant Benefit or Transferred Relevant Benefit, an amount in U.S. Dollars which is equal to the actuarial value in local currency as of the Closing Date, using salary as at the Closing Date, of that Relevant Benefit or Transferred Relevant Benefit in respect of service prior to the Closing Date, determined in accordance with the actuarial methods and assumptions which are to be applied to that Benefit under Section 9.9, multiplied by B x C, plus (ii) or (iii) below, as applicable,
	(ii)  where(a)(iii) below does not apply, any Notional Contributions in respect of each Pensionable Employee (whether or not a Transferred Pensionable Employee) under the Relevant Parent Group Plan in question;
	(iii)  for any Plan in relation to which Buyer or its Affiliates participates after Closing pursuant to Section 9.14, to the extent any Transferred Relevant Benefit relates to service on and after the Closing Date under such a Plan, the Value of such Transferred Relevant Benefit relating to service on and after the Closing

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Date shall be deemed to be an amount in local currency equal to:

(A)  contributions in respect of that Transferred Pensionable Employee which have been paid under Section 9.14(b) plus any Notional Contributions in respect of that Transferred Pensionable Employee (other than a Newly-Hired Employee); less

(B)  where a deduction is specified in the Agreed Interim Period Plans Annex in relation to a Parent Group Plan, the specified deduction to reflect the cost of insuring or self-insuring risk benefits after the Closing Date and the specified deduction in respect of administration expenses after the Closing Date, or, where no deduction is specified in the Agreed Interim Period Plans Annex in relation to a Parent Group Plan, such reasonable deduction in respect of such costs and expenses as agreed between Parent’s Actuary and Buyer’s Actuary (or in default of agreement as determined under Section 9.25),

(for the avoidance of doubt, (A) less (B) may be a negative number)

such net contributions being adjusted in accordance with the Agreed Local Adjustment Rate from and including the respective actual date of payment to the Closing Date, by reference to the Agreed Local Adjustment Rate, to give its value as at the Closing Date and multiplied by C.

For the purpose of (a)(ii) and (iii) above, “Notional Contributions” means, where Section 9.11(c)(i) applies in relation to the Parent Group Plan in question and X exceeds Z in relation to a Transferred Pensionable Employee or Pensionable Employee, as applicable under (a)(ii)

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above, under any Parent Group Plan, the actuarial value as of Closing, using salary as of the Closing Date, of (X-Z) for the period of three years from Closing, determined in accordance with the actuarial method and assumptions which are to be applied to that Plan under Section 9.9, but without applying any decrement or salary scale, where:

X represents the maximum amount, in local currency of contributions a Transferred Pensionable Employee or Pensionable Employee, as applicable under (a)(ii) above, could have been required to contribute to a Parent Group Plan under the provisions of that Plan in force immediately prior to Closing but for any surplus or deficit in that Plan; and

Z represents the amount calculated on the basis of the information available prior to the date on which the Value of the Transferred Relevant Benefit or Relevant Benefit, as applicable, is agreed or determined under Section 9.10, in local currency (if any) of compulsory contribution he would have been required to contribute during the period of 36 months from the Closing Date under the provisions of the Relevant Parent Group Plan, had he been an active member of the Plan throughout that period and his employer had remained part of the Unilever Group.

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Transferred Assets

(b)  (i)  in respect of a Transferred Asset other than an insurance policy, an amount in deal currency which is equal to (A x C);

(ii)  in respect of a Transferred Asset which is an insurance policy, equal to the ongoing value in local currency of such policy as agreed by Parent’s Actuary and Buyer’s Actuary on such reasonable basis as Parent’s Actuary and Buyer’s Actuary shall agree, or in default of agreement determined under Section 9.25, taking into account to the extent appropriate the value of the Benefits secured by the policy, at the date it is transferred to, assumed by or retained by a Buyer or one of its Affiliates, a Buyer Group Plan or a Stand-Alone Plan adjusted in respect of the period (if any) from that date to the Closing Date, by reference to the Agreed Local Adjustment Rate to give its value as at the Closing Date, and then multiplied by C.

In each case where:

A    represents its market value in local currency at the date it is transferred to, assumed by or retained by Buyer or one of its Affiliates, a Buyer Group Plan or a Stand-Alone Plan, adjusted in respect of the period (if any) from that date to the Closing Date, by reference to the Agreed Local Adjustment Rate to give its value as at the Closing Date (in the case of the SPP in Sweden, the value as at Closing of the credit available to Buyer or its Affiliates will be taken as the face value as at Closing of that credit as notified by the SPP);

B    represents the Market Adjustment Factor; and

C    represents the Currency Adjustment Factor.

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“Voluntary Fund” has the meaning given to that expression in Section 9.18.

(b)  References in this Schedule to “assets” shall, unless the context otherwise requires, include references to both cash and non-cash assets.

(c)  Any rate published or quoted and referred to in the definitions of “Agreed Closing Date Exchange Rate” or “Agreed Payment Date Exchange Rate” shall be determined by Parent’s Actuary and agreed by Buyer’s Actuary or, in the absence of agreement, determined under Section 9.25.

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EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO THE PURCHASE AGREEMENT

This FIRST AMENDMENT TO THE PURCHASE AGREEMENT (this “First Amendment”), dated as of February 11, 2002, is made by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.”) and Conopco, Inc., a New York corporation (“Conopco”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, Holdings, Commercial Markets, Inc. and Conopco are parties to a Purchase Agreement dated as of November 20, 2001 (the “Purchase Agreement”); and

WHEREAS, Holdings, Commercial Markets, Inc. and Conopco desire to amend the Purchase Agreement as set forth hereinafter;

NOW, THEREFORE, in consideration of the foregoing, and of the agreements contained herein, the parties hereto hereby agree as follows:

1.  Amendments.    The Purchase Agreement is hereby amended as follows:

(a)  Section 2.1(c)(i) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“Conopco shall (and shall cause the applicable Sellers to) sell, assign, transfer and deliver to Buyer or one or more Designated Buyers (to be designated as provided in the following sentence), the Sold Shares and Assets (other than the UK Shares and the Note Shares and Assets) (the “Non-UK Shares and Assets”) free of all Encumbrances (other than Permitted Encumbrances and Permitted IP Licenses and consistent with the representations and warranties of Conopco in Article IV that relate to title to such Sold Shares and Assets), and Buyer shall (and shall cause each Designated Buyer to) purchase and accept the Non-UK Shares and Assets, as at and with effect from Closing, from the applicable Sellers, subject to the related Assumed Liabilities. The Designated Buyers shall be designated by Buyer as such on Schedule 2.1, which Schedule shall be delivered to Conopco (A) with respect to the purchase and sale of Non-UK Shares and Assets of those Companies or Asset Sellers (as the case may be) incorporated in Colombia, Denmark, Finland, Germany, Hong Kong, Hungary, Ireland. Israel, Japan, Morocco, Peru, Poland, Portugal, South Africa, Switzerland, Turkey and the

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United Arab Emirates no later than the eighth Business Day following receipt by Buyer from Conopco of the financial information reasonably required by Buyer to finalize such designations and which has been requested from Unilever by Buyer prior to the date hereof (provided that Buyer is given a reasonable opportunity to discuss such financial information with an appropriate representative of Unilever no later than the third Business Day following receipt by Buyer of such financial information) and (B) with respect to the purchase and sale of all other Non-UK Shares and Assets, no later than 30 Business Days after the date of this Agreement (or earlier if reasonably required by Conopco in order for it to comply with Applicable Law); provided, however, that in each case, Buyer shall have the right, with Conopco’s consent (which consent shall not be unreasonably withheld or delayed), to amend such Schedule up until five Business Days prior to the Closing Date; and”

(b)  Paragraph 2(a) of Schedule 3.8 to the Purchase Agreement is hereby amended by deleting the first sentence thereof and replacing it with the following sentence:

“Conopco shall have the period beginning on December 3, 2001 and ending on the later of (1) February 1, 2002 and (2) the fifth Business Day following receipt by Conopco from Buyer of the information requested in that certain letter, dated January 9, 2001, from Unilever PLC (Lysanne Gray) to Commercial Markets, Inc. (Michael Bailey) (the “Review Period”) to review the CMI Statement of EBITDA and the CMI Statement of Adjusted EBITDA.”

(c)  The first sentence of paragraph 2(c) of Schedule 3.8 to the Purchase Agreement is hereby amended by deleting the words “twenty-Business Day Period provided in paragraph 2(a) above” and replacing them with the words “Review Period.”

(d)  The first and fourth sentences of paragraph 2(d) of Schedule 3.8 of the Purchase Agreement are each hereby amended by deleting the words “twenty-Business Day review period provided in paragraph 2(a) above” and replacing them with the words “Review Period.”

(e)  Schedule 6.7(e) to the Purchase Agreement is hereby amended by adding the following sentence to the end of such Schedule:

“5.  Notwithstanding the requirements of Section 12.2 of the Purchase Agreement, any notice delivered by one party to the other party for the purposes of this Schedule 6.7(e) (a “Schedule 6.7(e) Notice”) may be delivered via electronic mail to both of the other party’s Phase I Contacts and any Schedule 6.7(e) Notice so delivered shall be sufficient notice for the purposes of the Purchase Agreement.”

(f)  Section 6.4(a) of the Purchase Agreement is hereby amended by adding the following subsection at the end of such Section 6.4(a):

“(iii)  Conopco hereby consents, and shall cause each other relevant member of the Unilever Group to consent, to Buyer or any other relevant member of the

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CMI Group using “Diversey” in the corporate name of any of the legal entities (whether Designated Buyers or holding companies thereof) to be incorporated by any member of the CMI Group pursuant to Section 7.6; provided that in each case “Diversey” may only be so used by any member of the CMI Group as part of the formulation “Johnson Diversey.” Buyer hereby agrees (on behalf of itself and each other member of the CMI Group) that:

(A)  none of the legal entities incorporated with a corporate name including the formulation “Johnson Diversey” pursuant to the consent given in this Section 6.4(a)(iii) shall conduct any trading or other business activity prior to Closing (it being acknowledged and agreed by the parties that trading and business activity does not include the taking of such corporate actions as are necessary to prepare such legal entities for the Closing (such as, by way of example only, electing directors and officers, seeking required governmental authorizations and establishing bank accounts)) or, if Closing does not occur as provided for in this Agreement, prior to the date on which the corporate name of such legal entity is changed so as to remove any reference to “Diversey;” and

(B)  if Closing does not occur as provided for in this Agreement, Buyer shall, and shall cause each relevant member of the CMI Group to, change the name of any legal entity incorporated with a corporate name including the formulation “Johnson Diversey” pursuant to the consent given in this Section 6.4(iii) to delete any reference to “Diversey” promptly following the termination of this Agreement.”

(g)  Section 3.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“3.1  The Closing.    Unless this Agreement shall have been terminated, on the terms and subject to the conditions of this Agreement, and except as otherwise expressly provided in the Local Transfer Agreements, the closing of the sale and purchase of the Sold Shares and Assets and the consummation of the other transactions contemplated hereby (the “Closing”) shall take place at the New York offices of Jones, Day, Reavis & Pogue, on the later to occur of (a) May 3, 2002; and (b) the fifth Business Day after the date on which the last to be fulfilled or waived of the conditions set forth in Section 8.1(c) through (e) shall be fulfilled or waived in accordance with this Agreement (provided that, in each case, as of the Closing Date, the other conditions in Article VIII are fulfilled and/or waived) or at such other time, date or place as the parties may mutually agree upon in writing (the “Closing Date”). The parties to this Agreement will exchange (or cause to be exchanged), at the Closing (or at the applicable local closing occurring in connection with the Closing), the funds, certificates and other documents, and do, or cause to be done, all of the things respectively required of each party as specified in Section 3.2 and 3.3. For purposes of this Agreement and except as otherwise expressly provided in the Local Transfer Agreements, the Closing will be treated as if it occurred at 11:59 p.m. (applicable local time) at each location of the DiverseyLever Business on the Closing Date.”

(h)  The definition of “Working Capital” set forth in Section 1.1 of the Purchase Agreement is hereby amended by deleting the words “the date immediately preceding” from the first sentence of each of clauses (a), (b) and (c) thereof and by adding the following sentence at the end of such definition:

“Except as otherwise expressly provided in this Agreement, in no event shall Working Capital reflect in any way (a) the Financing or any of transactions arising therefrom or related thereto or (b) the Closing.”

(i)  The first sentence of subsection 3.5(b)(i) of the Purchase Agreement is hereby amended by deleting the words “the date immediately preceding” therefrom and by adding to the end of such subsection 3.5(b)(i) the following sentence:

“Except as otherwise expressly provided in this Agreement, in no event shall the CMI Closing Debt/Cash Balance reflect in any way (a) the Financing or any of the transactions arising therefrom or related thereto or (b) the Closing.”

(j)  The first sentence of subsection 3.5(b)(ii) of the Purchase Agreement is hereby amended by deleting the words “the date immediately preceding” therefrom and by adding to the end of such subsection 3.5(b)(ii) the following sentence:

“Except as otherwise expressly provided in this Agreement, in no event shall the DiverseyLever Closing Debt/Cash Balance reflect in any way (a) the Financing or any of the transactions arising therefrom or related thereto or (b) the Closing.”

(k)  The first sentence of subsection 3.5(d)(i) of the Purchase Agreement is hereby amended by deleting the words “the date immediately preceding” therefrom and by adding to the end of such subsection 3.5(d)(i) the following sentence:

“Except as otherwise expressly provided in this Agreement, in no event shall the CMI Closing Statement reflect in any way (a) the Financing or any of the transactions arising therefrom or related thereto or (b) the Closing.”

(l)  The first sentence of subsection 3.5(e)(i) of the Purchase Agreement is hereby amended by deleting the words “the date immediately preceding” therefrom and by adding to the end of such subsection 3.5(e)(i) the following sentence:

“Except as otherwise expressly provided in this Agreement, in no event shall the DiverseyLever Closing Statement reflect in any way (a) the Financing or any of the transactions arising therefrom or related thereto or (b) the Closing.”

(m)  Subsection 3.5(d)(ii) of the Purchase Agreement is hereby amended by deleting the words “the date immediately preceding” therefrom and by adding to the end of such subsection 3.5(d)(ii) the following sentence:

“Except as otherwise expressly provided in this Agreement, in no event shall the CMI Closing Working Capital Amount reflect in any way (a) the Financing or any of the transactions arising therefrom or related thereto or (b) the Closing.”

(n)  Subsection 3.5(e)(ii) of the Purchase Agreement is hereby amended by deleting the words “the date immediately preceding” therefrom and by adding to the end of such subsection 3.5(e)(ii) the following sentence:

“Except as otherwise expressly provided in this Agreement, in no event shall the DiverseyLever Closing Working Capital Amount reflect in any way (a) the Financing or any of the transactions arising therefrom or related thereto or (b) the Closing.”

(o)  Section 7.4 of the Purchase Agreement is hereby amended by adding the following subsection to the end of such Section 7.4:

“(c)  Prior to Closing, Conopco shall be permitted to, and shall be permitted to cause the relevant members of the Unilever Group and Companies to, effect the transfer of the shares of DiverseyLever Limited from Unilever UK Holdings Limited to Unilever N.V. or another member of the Unilever Group incorporated in The Netherlands and wholly-owned by Unilever N.V. (directly or through one or more other subsidiaries of Unilever N.V.), in which case Unilever N.V. or such member, as applicable, would be the Share Seller in respect of those shares.”

(p)  Except as amended hereby, the Purchase Agreement remains unchanged and in full force and effect.

2.  Miscellaneous.

(a)  Governing Law and Severability.    All issues and questions concerning the construction, validity, enforcement and interpretation of this First Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. If any provision of this First Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is held invalid, illegal or unenforceable to any extent by a court of competent jurisdiction, the remainder of this First Amendment and the application of that provision to other Persons or circumstances shall not be affected thereby and that provision shall be enforced to the greatest extent permitted by Applicable Law.

(b)  Consent to Jurisdiction and Service of Process.    Each party agrees that it will not initiate any suit, action or proceeding arising out of or relating to this First Amendment or any of the transactions contemplated by this First Amendment in any court other than (i) the Delaware Chancery Court or (ii) if the Delaware Chancery Court does not have jurisdiction with respect to such action, a federal court sitting in the State of Delaware or a Delaware state court. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any such suit, action or proceeding and agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court. Each party hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party at its address set forth in Section 12.2 of the Purchase Agreement shall be effective service of process for any suit, action or proceeding brought in any such court. Conopco also appoints and agrees to maintain The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, as its agent in the State of Delaware for service of process in connection with any dispute or

6

proceeding arising out of this First Amendment. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each party agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment, including, with respect to Conopco, the Dutch and English courts, and, with respect to Holdings and Commercial Markets, Inc., state or federal courts in the State of Wisconsin.

(c)  Waiver of Jury Trial.    EACH OF THE PARTIES IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS FIRST AMENDMENT OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS FIRST AMENDMENT. THE PARTIES ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS FIRST AMENDMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS FIRST AMENDMENT, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS FIRST AMENDMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS FIRST AMENDMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION COMPLETED HEREBY. IN THE EVENT OF LITIGATION, THlS FIRST AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)  Counterparts.    This First Amendment may be executed in one or more counterparts, which together shall constitute a single agreement.

(e)  Headings.    The headings contained in this First Amendment are for reference purposes only and shall not affect in any manner the meaning or interpretation of this First Amendment.

(f)  Execution.    This First Amendment may be executed by facsimile signatures by any party hereto and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first written above.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDES
	JoAnne Brandes Senior Vice President and Secretary

JOHNSON PROFESSIONAL HOLDINGS, INC.
By:	/s/    JOANNE BRANDES
	JoAnne Brandes Vice President and Secretary

CONOPCO, INC.
By:	/s/    DAVID A. SCHWARTZ
	David A. Schwartz Vice President

EX-10.3

Exhibit 10.3

SECOND AMENDMENT TO THE PURCHASE AGREEMENT

This SECOND AMENDMENT TO THE PURCHASE AGREEMENT (this “Second Amendment”), dated as of April 5, 2002, is made by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.”) and Conopco, Inc., a New York corporation (“Conopco”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, Holdings, Commercial Markets, Inc. and Conopco are parties to a Purchase Agreement dated as of November 20, 2001, as amended by a First Amendment to Purchase Agreement dated as of February 11, 2002 (the “Purchase Agreement”); and

WHEREAS, Holdings, Commercial Markets, Inc. and Conopco desire to amend the Purchase Agreement as set forth hereinafter;

NOW, THEREFORE, in consideration of the foregoing, and of the agreements contained herein, the parties hereto hereby agree as follows:

1.  Amendments.    The Purchase Agreement is hereby amended as follows:

(a)  Part A of Schedule 3.8 to the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“1.  The Final DiverseyLever Adjusted EBITDA shall be equal to $190,734,630 (which excludes, for the avoidance of doubt, the Interim Pension Estimate). The DiverseyLever Non-Pension EBITDA Purchase Price Adjustment shall be equal to negative $34,467,387. The Interim Pension Estimate shall be equal to $10,230,531. The DiverseyLever Pension EBITDA Purchase Price Adjustment shall be equal to $7,694,799. The DiverseyLever EBITDA Purchase Price Adjustment shall be equal to negative $26,772,588.

2.  The Final CMI Adjusted EBITDA shall be equal to $134, 465,000. The CMI EBITDA Purchase Price Adjustment shall be equal to $0.”

(b)  Part B of Schedule 3.8 to the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“1.  Certain Definitions:    As used in this Part B of Schedule 3.8, the following terms have the following meanings:

(a)  “Adjusted Cash Payment” shall mean the lesser of (i) $1,000,000,000 or (ii) the Maximum Cash Payment. The Adjusted Cash Payment shall be paid as to 30% in dollars and as to the balance in Euro converted at the Signing Exchange Rate.

(b)  “Adjusted Note Amount” shall mean (i) the Note Issue Amount plus (ii) the Leverage Ratio Note Adjustment Amount.

(c)  “DiverseyLever Financing EBITDA” shall mean the EBITDA of the DiverseyLever Business for the Financing Period, as adjusted to take into account such adjustments to EBITDA as shall have been negotiated with the senior lenders in connection with the Financing.

(d)  “Financing Period” shall mean the four fiscal quarterly period ended December 31, 2001.

(e)  “Leverage Ratio Note Adjustment Amount” shall mean an amount equal to (i) $1,000,000,000 minus (ii) the Adjusted Cash Payment plus (iii) the DiverseyLever EBITDA Purchase Price Adjustment.

(f)  “Maximum Cash Payment” shall mean an amount equal to (i) $1,452,873,200 less (ii) (1) the sum of (X) the Debt/Cash Balance of the CMI Business as of the Closing Date (but not giving effect to the Financing or any of the transactions contemplated thereby), (Y) Buyer’s good faith estimate of the Financing Costs (which, for purposes of this Schedule 3.8 only, shall consist solely of any underwriting or ticking fees incurred in connection with the Financing or the offering and sale of the High Yield Notes and any road show or printing costs incurred in connection with the offering and sale of the High Yield Notes) plus $10,450,000, and (Z) Buyer’s good faith estimate of the aggregate put price for all shares of Class B Common Stock of Commercial Markets Holdco, Inc. put by the holders thereof between the date hereof and the Closing Date, plus (2) $25,000,000 (which represents the investment in Commercial Markets, Inc. referred to in the recitals to the Stockholders’ Agreement).

(g)  “Signing Exchange Rate” shall be $1.00 = EUR 0.8798.

2.  Adjustment and Reallocation.    The Purchase Price shall be adjusted and/or reallocated as follows:

(a)  The Base Cash Payment shall be equal to the Adjusted Cash Payment; and

(b)  The Note Issue Amount shall be equal to the Adjusted Note Amount.”

(c)  Section 6.4(a) of the Purchase Agreement is hereby amended by adding the following subsection at the end of such Section 6.4(a):

“(iv)  Conopco hereby consents, and shall cause each other relevant member of the Unilever Group to consent, to Buyer’s reasonable use of the name “Diversey” in the combination “JohnsonDiversey, Inc.” to identify that combination as the intended future corporate name of Commercial Markets, Inc. in any Disclosure/Offering Documents or otherwise in connection with the syndication, marketing or sale of the Financing or the High Yield Notes.”

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(d)  Section 8.2(g) of the Purchase Agreement is hereby amended by adding the words “excluding the Interim Pension Estimate” after the words “Adjusted EBITDA of the DiverseyLever Business” and before the words “for the Financing Period” in such Section 8.2(g).

(e)  Except as amended hereby, the Purchase Agreement remains unchanged and in full force and effect.

2.    Miscellaneous.

(a)  Governing Law and Severability.    All issues and questions concerning the construction, validity, enforcement and interpretation of this Second Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. If any provision of this Second Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is held invalid, illegal or unenforceable to any extent by a court of competent jurisdiction, the remainder of this Second Amendment and the application of that provision to other Persons or circumstances shall not be affected thereby and that provision shall be enforced to the greatest extent permitted by Applicable Law.

(b)  Consent to Jurisdiction and Service of Process.    Each party agrees that it will not initiate any suit, action or proceeding arising out of or relating to this Second Amendment or any of the transactions contemplated by this Second Amendment in any court other than (i) the Delaware Chancery Court or (ii) if the Delaware Chancery Court does not have jurisdiction with respect to such action, a federal court sitting in the State of Delaware or a Delaware state court. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any such suit, action or proceeding and agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court. Each party hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party at its address set forth in Section 12.2 of the Purchase Agreement shall be effective service of process for any suit, action or proceeding brought in any such court. Conopco also appoints and agrees to maintain The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, as its agent in the State of Delaware for service of process in connection with any dispute or proceeding arising out of this Second Amendment. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each party agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment, including, with respect to Conopco, the Dutch and English courts, and, with respect to Holdings and Commercial Markets, Inc., state or federal courts in the State of Wisconsin.

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(c)  Waiver of Jury Trial.    EACH OF THE PARTIES IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SECOND AMENDMENT OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS SECOND AMENDMENT. THE PARTIES ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS SECOND AMENDMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS SECOND AMENDMENT, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS SECOND AMENDMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SECOND AMENDMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION COMPLETED HEREBY. IN THE EVENT OF LITIGATION, THIS SECOND AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(d)  Counterparts.    This Second Amendment may be executed in one or more counterparts, which together shall constitute a single agreement.

(e)  Headings.    The headings contained in this Second Amendment are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Second Amendment.

(f)  Execution.    This Second Amendment may be executed by facsimile signatures by any party hereto and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the date first written above.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior Vice President and Chief Financial Officer

JOHNSON PROFESSIONAL HOLDINGS, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey President

CONOPCO, INC.
By:	/s/    DAVID A. SCHWARTZ
	David A. Schwartz Vice President

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EX-10.4

Exhibit 10.4

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN

OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE

SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

THIRD AMENDMENT TO THE PURCHASE AGREEMENT

This THIRD AMENDMENT TO THE PURCHASE AGREEMENT (this “Third Amendment”), dated as of May 3, 2002, is made by and among Johnson Professional Holdings, Inc., a Delaware corporation (“Holdings”), S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Commercial Markets, Inc.”) and Conopco, Inc., a New York corporation (“Conopco”). All capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, Holdings, Commercial Markets, Inc. and Conopco are parties to a Purchase Agreement dated as of November 20, 2001, as amended by a First Amendment to Purchase Agreement dated as of February 11, 2002 and a Second Amendment to Purchase Agreement dated as of April 5, 2002 (as so amended, the “Purchase Agreement”); and

WHEREAS, Holdings, Commercial Markets, Inc. and Conopco desire to further amend the Purchase Agreement as set forth hereinafter;

NOW, THEREFORE, in consideration of the foregoing, and of the agreements contained herein, the parties hereto hereby agree as follows:

1.  Amendments.    The Purchase Agreement is hereby amended as follows:

(a)  The definition of “DiverseyLever Business Inventory” set forth in Section 1.1 of the Purchase Agreement is hereby amended by adding to the end of such definition the words:

“except where Buyer or the relevant member of the CMI Group shall supply Unilever Consumer Brands Products to Unilever or any other member of the Unilever Group under either of the Supply Agreements following Closing, in which case DiverseyLever Business Inventory shall include such Inventory of the Unilever Consumer Brands Business to the extent it consists of raw materials, packing materials, packaging and labeling materials, consumables and work-in-progress (but shall not include such Inventory of the Unilever Consumer Brands Business to the extent it consists of finished goods and products, merchandise, office and other supplies, samples or collateral materials).”

(b)  The definition of “DiverseyLever Inventory” set forth in Section 1.1 of the Purchase Agreement is hereby amended by adding to the end of such definition the words:

“except where Buyer or the relevant member of the CMI Group shall supply Unilever Consumer Brands Products to Unilever or any other member of the Unilever Group under either of the Supply Agreements following Closing, in which case DiverseyLever Inventory shall include such Inventory of the Unilever Consumer Brands Business to the extent it

consists of raw materials, packing materials, packaging and labeling materials, consumables and work-in-progress (but shall not include such Inventory of the Unilever Consumer Brands Business to the extent it consists of finished goods and products, merchandise, office and other supplies, samples or collateral materials).”

(c)  Clause (c) of the definition of “Excluded Liabilities” set forth in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(c)  any and all liabilities, obligations and expenses to the extent arising out of or relating to any DiverseyLever Discontinued or Excluded Businesses, including any of the foregoing arising under any Environmental Laws, with respect to the employment or termination of employment of any individual, including any related liabilities or obligations under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101-2109 (“WARN”), or under or with respect to any employee benefit plan or program, including any pension, disability, post-retirement medical or severance or income continuation plan, or relating to any products or services of any DiverseyLever Discontinued or Excluded Business other than, in each case, in relation to Artturinkatu, Turku, Finland (the “Turku Site”) (collectively, “DiverseyLever Discontinued or Excluded Business Liabilities”);”

(d)  Clause (e) of the definition of “Excluded Liabilities” set forth in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(e)  other than in respect of specific transactions and in the Ordinary Course of Business, any liabilities of any Asset Seller under any foreign exchange or derivative swap Contract; provided, however, that no liability under any of the Contracts set forth on Annex D to the Third Amendment to Purchase Agreement, dated as of May 3, 2002, among Buyer and Conopco (the “Third Amendment”) shall be an Excluded Liability”

(e)  The definition of “Excluded Liabilities” set forth in Section 1.1 of the Purchase Agreement is hereby amended by adding the following clauses at the end of such definition:

“(h)  any and all liabilities, obligations and expenses to the extent arising out of or relating to the termination of employment of any Transferred Employee in H-1151 Budapest, Horvath, Mihaly U.2, but such liabilities, obligations and expenses shall not be Excluded Liabilities to the extent that they exceed, in the case of any Transferred Employee, the liabilities, obligations and expenses that would have arisen out of or been related to the termination of employment of such Transferred Employee had such termination been effected by the relevant member of the Unilever Group on terms in place immediately prior to Closing; and

(i)  any and all liabilities, obligations and expenses to the extent arising out of or relating to the termination of employment of any Transferred Employee who works at the Turku Site, which termination arises from the closure of the Turku Site (if Buyer determines, following Closing, to close the Turku Site) including the costs of redundancy lump sum payments, loyalty bonus payments, outplacement services and related Tax and social

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security costs; provided that the aggregate of such liabilities, obligations and expenses does not exceed EUR 2,283,000 (“Turku Termination Liabilities”), but, for the avoidance of doubt, the Turku Termination Liabilities shall exclude:

(i)  any liabilities, obligations or expenses in connection with Benefits (which shall be governed by Article IX); and

(ii)  ongoing liabilities, obligations or expenses arising out of or related to the Turku Site (such as, by way of example, those arising from the ongoing employment of any individual on or after the Closing Date and including ongoing employment during any notice period).”

(f)  The definition of “Working Capital” set forth in Section 1.1 of the Purchase Agreement is hereby amended by inserting after the words “third party trade debtors” in clauses (a)(ii) and (b)(ii) thereof the words “and any loans to employees”.

(g)  Section 3.3(o) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(o)  a receipt for the Cash Payment;”

(h)  Section 3.4(c) of the Purchase Agreement is hereby amended by adding the following subsection to the end of such Section 3.4(c):

“(iii)  If, in any jurisdiction where there is a sale of Shares at Closing and neither Buyer nor any other member of the CMI Group is to supply Unilever Consumer Brands Products to Unilever or any other member of the Unilever Group under either of the Supply Agreements following Closing, the relevant Company has not transferred to the relevant member of the Unilever Group the Inventory of the Unilever Consumer Brands Business to the extent such Inventory consists of raw materials, packing materials, packaging and labeling materials, consumables and work-in-progress, the parties shall use their respective reasonable best efforts to cause such Inventory of the Unilever Consumer Brands Business to be transferred to the relevant member of the Unilever Group following Closing for no additional consideration.”

(i)  Section 3.4(d) of the Purchase Agreement is hereby amended by adding the words “or in Section 6.9(k)(vi)” immediately following the words “(other than as provided above” in the fourth sentence of such Section 3.4(d).

(j)  Section 3.4 of the Purchase Agreement is hereby amended by adding the following subsections at the end of such Section 3.4:

“(k)  Buyer and Conopco agree that (i) the sale of Assets by Unilever Andina (Colombia) S.A. in Colombia shall be a Delayed Closing and such Assets shall be deemed Delayed Assets, (ii) except for purposes of Sections 8.1 and 8.3(h), the sale of Assets by PT Unilever Indonesia Tbk in Indonesia shall be deemed a Delayed Closing and such Assets shall be deemed Delayed Assets, and (iii) except for purposes of Sections 8.1 and 8.3(h), the sale of Assets by Unilever sng in Russia shall be deemed a Delayed Closing and such Assets shall be deemed Delayed Assets. On the date of the Delayed Closing for each of the foregoing, (A)

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Conopco shall pay to the relevant Designated Buyer, in immediately available funds, an amount equal to (1) in the case of clause (i) above, $2,168,000 (representing the preliminary allocated purchase price for the Delayed Assets of Unilever Andina (Colombia) S.A., plus $90,000 in respect of VAT chargeable upon the sale of such Delayed Assets, less $75,000 in respect of tax required to be withheld by the Designated Buyer) (the “Colombia Amount”), (2) in the case of clause (ii) above, $1,294,000 (representing the preliminary allocated purchase price for the Delayed Assets of PT Unilever Indonesia Tbk, plus $118,000 in respect of VAT chargeable upon the sale of such Delayed Assets) (the “Indonesia Amount”), and (3) in the case of clause (iii) above, $5,146,000 (representing the preliminary allocated purchase price for the Delayed Assets of Unilever sng) (the “Russia Amount”), and (B) the relevant Designated Buyer shall immediately pay to the relevant Seller an amount equal to (X) in the case of clause (i) above, the Colombia Amount converted into Colombian pesos at an exchange rate to be agreed by the parties, (Y) in the case of clause (ii) above, the Indonesia Amount converted into Indonesian rupiah at an exchange rate to be agreed by the parties, and (Z) in the case of clause (iii) above, the Russia Amount plus an amount in respect of any VAT chargeable upon the sale of such Delayed Assets converted into Russian rubles at an exchange rate to be agreed by the parties.

(l)  If COFECO does not grant its consent to the transfer of the entire issued share capital of Lever Industrial Mexico, S.A. de C.V. (the “Mexican Shares”) by the applicable Seller to the applicable Designated Buyer pursuant to the provisions of this Agreement following Closing such that the Mexican Shares are transferred back to the relevant Seller in exchange for the payment by Conopco (on behalf of the relevant Seller) to Buyer (on behalf of the relevant Designated Buyer) of the adjustment to the Purchase Price and any Section 3.4(e) Adjustment required to be paid under Section 3.4(e) hereof, and any member of the CMI Group (including, for the avoidance of doubt, any Company) has granted any Encumbrance over the Mexican Shares or any assets of Lever Industrial Mexico, S.A. de C.V. under the credit agreement to be entered into on the Closing Date in connection with the Financing or otherwise, Buyer shall use its reasonable best efforts to enforce its rights (whether under such credit agreement or otherwise) to procure the release of such Encumbrances.”

(k)  Section 3.4(e) of the Purchase Agreement is hereby amended by adding the following words at the end of such Section 3.4(e):

“Buyer and Conopco acknowledge that Buyer (on behalf of the applicable Designated Buyer) is obliged under Applicable Law in Colombia to withhold an amount of the Purchase Price in relation to the sale of Assets by Unilever Andina (Colombia) S.A. on account of Tax. Buyer (on behalf of the applicable Designated Buyer) acknowledges that it may be possible for the applicable Seller to obtain an exemption from the relevant Governmental Authority in Colombia that would exempt the applicable Designated Buyer from having to account for such withheld Tax. Buyer (on behalf of the applicable Designated Buyer) therefore agrees that it shall not pay over such amount withheld from the Purchase Price to the relevant Governmental Authority until the latest date on which it may do so without incurring any interest, penalties or surcharges, provided that, if before such time, it receives notice from the applicable Seller that the relevant Governmental Authority has granted such Seller the exemption referred to above (and written evidence thereof), Buyer (on behalf of the relevant Designated Buyer) shall pay to Conopco (on behalf of the applicable Seller) an amount equal to such amount withheld.”

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(l)  Section 3.5(b) of the Purchase Agreement is hereby amended by adding the following subsection at the end of such Section 3.5(b):

“(iii)  For the avoidance of doubt, (A) neither the DiverseyLever Closing Debt/Cash Balance nor the Final DiverseyLever Closing Debt/Cash Amount shall include any Intercompany Payables or Intercompany Receivables, in respect of which the provisions of Section 3.5(c) below shall apply, and (B) none of the CMI Base Debt/Cash Balance, the CMI Closing Debt/Cash Balance or the Final CMI Closing Debt/Cash Amount shall include (1) any Indebtedness incurred solely to pre-fund the payment of the Cash Payment to Conopco or any other member of the Unilever Group at Closing and which is paid to Conopco or any other member of the Unilever Group (for and on behalf of the Sellers) as part of the Cash Payment at Closing or (2) any amounts owed to any member of the CMI Group by any other member of the CMI Group.”

(m)  Section 3.5(b)(ii) of the Purchase Agreement is hereby amended by adding the following sentence to the end of such Section 3.5(b)(ii):

“For the avoidance of doubt, any Cash paid at or after Closing by any member of the Unilever Group to any Company as consideration for the transfer of the Unilever Consumer Brands Business with effect from Closing pursuant to the provisions of Section 7.5(a) hereof, shall be included in the Final DiverseyLever Closing Debt/Cash Amount.”

(n)  Section 3.5(c) of the Purchase Agreement is hereby amended to add the following sentence at the end of such Section 3.5(c).

“For the avoidance of doubt, any amount owed by Diversey Kimya Sanayi ve Ticaret AS to LeverElida Temizlik ve Kisisel Bakim Urunleri Sanayi ve Ticaret AS and Unilever Turketim Urunleri Satis, Pazarlama ve Ticaret AS that is attributable to VAT payable in connection with the transfer by LeverElida Temizlik ve Kisisel Bakim Urunleri Sanayi ve Ticaret AS and Unilever Turketim Urunleri Satis, Pazarlama ve Ticaret AS to Diversey Kimya Sanayi ve Ticaret AS of their respective portions of the DiverseyLever Business (such transfers, the “Turkish Pre-Closing Reorganization” and such amount in respect of VAT, the “Turkish Pre-Closing Reorganization VAT”) shall not be treated as an Intercompany Payable for purposes of this Section 3.5(c) or as Indebtedness for the purposes of calculating the DiverseyLever Closing Debt/Cash Balance or the Final DiverseyLever Closing Debt/Cash Balance. An amount equal to the Turkish Pre-Closing Reorganization VAT shall, for the avoidance of doubt, be treated as a credit of Taxes received by Diversey Kimya Sanayi ve Ticaret AS that is related to the Companies and is attributable to a Pre-Closing Tax Period for the purposes of Section 6.9(a)(iv)(A). Buyer (on behalf of the relevant Designated Buyer) shall cause Diversey Kimya Sanayi ve Ticaret AS to pay the portion of the Turkish Pre-Closing Reorganization VAT due to LeverElida Temizlik ve Kisisel Bakim Urunleri Sanayi ve Ticaret AS and Unilever Turketim Urunleri Satis, Pazarlama ve Ticaret AS, as applicable, under the invoices issued by such member of the Unilever Group to Diversey Kimya Sanayi ve Ticaret AS in respect of the Turkish Pre-Closing Reorganization promptly following receipt after Closing or any refund, abatement, reduction or credit that is referable to the Turkish Pre-Closing Reorganization VAT. Conopco (as agent for the relevant Seller) shall pay to Buyer (as agent for the relevant Designated Buyer), as an adjustment to the Purchase Price and on the date on which Diversey

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Kimya Sanayi ve Ticaret AS pays the Turkish Pre-Closing Reorganization VAT to the relevant Seller, an amount equal to the Turkish Pre-Closing Reorganization VAT.”

(o)  Section 3.5(e)(iii) of the Purchase Agreement is hereby amended by adding the following sentences at the end of such Section 3.5(e)(iii):

“For purposes of computing the Working Capital of:

(A)  Lever Industrial Mexico S.A. de C.V. (to be renamed Diversey Mexico, S.A. de C.V. effective on the Closing Date) and DiverseyLever Centroamerica, S.A. for inclusion in the DiverseyLever Closing Statement, (A) any write-down of Receivables (including the value of consignment stock) which remain outstanding as of the Closing Date from R.C. Comercial, Comercializadora ITH and Suchel Lever shall be disregarded, and (B) any discounts granted by or on behalf of such Companies prior to Closing in order to facilitate early payment of such Receivables shall not be reflected in the DiverseyLever Closing Statement with respect to such Companies. Without prejudice to Conopco’s rights under Section 11.1(b)(vii) in respect of other Costs, Buyer shall have no obligation to reimburse Conopco or any other member of the Unilever Group for such Receivables under Section 11.1(b)(vii) or otherwise;

(B)  Diversey Kimya Sanayi ve Ticaret AS for inclusion in the DiverseyLever Closing Statement, for the avoidance of doubt, any Tax Asset resulting from the Turkish Pre-Closing Reorganization VAT shall be excluded; and

(C)  DiverseyLever S.p.A. for inclusion in the DiverseyLever Closing Statement, notwithstanding any other provision of this Agreement to the contrary, any Receivables of DiverseyLever S.p.A. in respect of the Unilever Consumer Brands Business (the “UCBB Receivables”) shall be included in the Working Capital of DiverseyLever S.p.A. (as defined below) (such amount so included, the “UCBB Receivables Amount”); provided, however, that if DiverseyLever S.p.A. (or its successor by way of merger, consolidation or otherwise) shall not have collected any of the UCBB Receivables by the date that is 135 Business Days following the Closing Date (any such UCBB Receivables, “Uncollected Receivables”), Conopco (for and on behalf of Unilprof (as defined below)) shall promptly, but in no event later than 10 Business Days following a written request by Buyer for payment thereof, which request shall include, in reasonable detail, the total amount received by DiverseyLever S.p.A. since the Closing Date through the collection of the UCBB Receivables (the “UCBB Collected Receivables Amount”), pay to Buyer (on behalf of DiverseyLever S.p.A.), in consideration of the transfer to Unilprof of the Uncollected Receivables, an amount equal to the amount (if any) by which the UCBB Collected Receivables Amount is less than the UCBB Receivables Amount.”

(p)  Section 3.5(e) of the Purchase Agreement is hereby amended by adding the following subsection to the end of such Section 3.5(e):

“(vii)  Notwithstanding any provision of the Shareholders’ Resolution (as hereinafter defined) to the contrary, any payment to be made by or to DiverseyLever S.p.A. (formerly known as Diversey S.r.l.) (“DiverseyLever S.p.A”) to or by Unilprof S.r.l. (formerly

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known as DiverseyLever S.p.A.) (“Unilprof”) pursuant to the Minutes of An Extraordinary Shareholders’ Meeting of DiverseyLever S.p.A. adopted on April 23, 2002 (the “Shareholders’ Resolution”) pursuant to the resolution therein that provides that “any possible increase or reduction occurring from 1^st January 2002 to 3 May 2002 shall be settled between the assignor and the assignee in cash payment” shall be deemed satisfied by any payment made by a party (on behalf of Unilprof or Johnson Wax Professional S.p.A., as the case may be) pursuant to Section 3.6(c) hereof, which is attributable to the Working Capital of DiverseyLever S.p.A.”

(q)  Section 4.1 of Schedule 3.7 to the Purchase Agreement is hereby amended by (i) deleting the words “five days” in the second sentence thereof and replacing them with the words “two days” and (ii) adding the word “fair” between the words “initial” and “market” in the second sentence thereof.

(r)  Section 6.9(k)(vi) of the Purchase Agreement is hereby amended by adding the following to the end of such Section 6.9(k)(vi):

“; provided, however, that in relation to the transfer of Assets by Unilever sng, references in this Section 6.9(k)(vi) to the “Closing” shall be construed as a reference to the Delayed Closing for such Assets of Unilever sng”

(s)  Section 6.9 of the Purchase Agreement is hereby amended by adding the following subsection at the end of Section 6.9:

“(p)  For the avoidance of doubt, any reference in this Section 6.9 to any Affiliate of Buyer shall be construed as a reference to any member of the CMI Group except for purposes of Section 6.9(a)(ii)(G).”

(t)  Section 2(a) of Schedule 6.17(e) to the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a)  If the Closing Date does not occur on or before March 31, 2002, then Conopco shall deliver to Buyer (in addition to the deliveries required under paragraph 1(a) above), (A) in the case of the financial statements referred to in clauses (i), (ii), (iv) and (v) below no later than May 31, 2002 and (B) in the case of the financial statements referred to in clauses (iii) and (vi) below, no later than June 15, 2002:

(i)  the unaudited balance sheet of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of March 31, 2002;

(ii)  the unaudited profit and loss accounts and statements of cash flows of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the three-month periods ended March 31, 2001 and 2002;

(iii)  the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the nine-month period ended March 31, 2002;

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(iv)  a statement of the adjustments necessary to reflect the exclusion of the balances included in the applicable DiverseyLever financial statements which relate to the Unilever Consumer Brands Business from the unaudited balance sheet of the DiverseyLever Business and the Unilever Consumer Brands Business combined as of March 31, 2002;

(v)  a statement of the adjustments necessary to reflect the exclusion of the balances included in the applicable DiverseyLever financial statements which relate to the Unilever Consumer Brands Business from the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the three-month period ended March 31, 2002; and

(vi)  a statement of the adjustments necessary to reflect the exclusion of the balances included in the applicable DiverseyLever financial statements which relate to the Unilever Consumer Brands Business from the unaudited profit and loss account of the DiverseyLever Business and the Unilever Consumer Brands Business combined for the nine-month period ended March 31, 2002.”

(u)  Section 2(b) of Schedule 6.17(e) to the Purchase Agreement is hereby amended to (A) delete the second sentence thereof, (B) delete the words “paragraph 2(a)(v), (vi) and (vii)” in the third sentence thereof and replace them with the words “paragraph 2(a)(iv), (v) and (vi)” and (C) to insert the following words between the words “and” and “such personnel” in the fourth sentence thereof; “, in the case of the financial statements described in paragraph 2(a)(iii) and 2(a)(vi) above, to provide such information as is reasonably necessary for the production of such financial statements, and”.

(v)  Section 6.22 of the Purchase Agreement is hereby amended by adding the following sentences at the end of such Section 6.22:

“The parties hereto acknowledge that they will not have, as at Closing, (a) the authority to sign on behalf of each party to each of the Ancillary Documents or (b) officer’s certificates for each entity in respect of which an officer’s certificate is required to be delivered at Closing pursuant to Section 3.2(f) or Section 3.3(k). The parties agree to use their respective reasonable best efforts following Closing to procure (i) in the case of Conopco, such outstanding signing authorities or officer’s certificates for the members of the Unilever Group as are required pursuant to this Agreement or the Ancillary Documents (including the confirmatory letters relating to Intellectual Property matters executed between members of the Unilever Group and certain of the Companies prior to Closing), and (ii) in the case of Buyer, such outstanding signing authorities or officer’s certificates for the Designated Buyers and the Companies as are required pursuant to this Agreement or the Ancillary Documents (including the confirmatory letters relating to Intellectual Property matters executed between members of the Unilever Group and certain of the Companies prior to Closing), in each case, as soon as reasonably practicable following the Closing Date and to deliver copies of the same, in the case of the relevant members of the Unilever Group, to Buyer and, in the case of the relevant Designated Buyers (including any Company), to Conopco.”

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(w)  Article VI of the Purchase Agreement is hereby amended by adding the following section to the end of such Article:

“6.26 Turku Site.    Following Closing, Buyer shall use its reasonable best efforts to consult with Unilever prior to agreeing or announcing any termination benefits applicable to employees who work at the Turku Site and which arise from the closure of the Turku Site, but shall not (without prejudice to Buyer’s consultation obligations and its other obligations under Schedule 9) have any obligation to secure the prior consent of Unilever to any such termination benefits. During the period from the Closing Date through the date on which all Turku Termination Liabilities have been incurred, Buyer shall notify Unilever on the fifteenth day of each month (in respect of the immediately preceding month and on a cumulative basis) in reasonable detail of the amounts and nature of Turku Termination Liabilities incurred in the immediately preceding month and on a cumulative basis and shall provide such evidence of such Turku Termination Liabilities as Unilever shall reasonably request in writing.”

(x)  Article VI of the Purchase Agreement is hereby amended by adding a new subsection 6.27 thereto, which shall read in its entirety as set forth on Annex K attached hereto.

(y)  Schedule 7.1(a) to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth on Annex C attached hereto. Each of the proposals set forth on Annex C are agreed among the parties hereto.

(z)  Schedule 7.4(a) to the Purchase Agreement is hereby amended to:

(i)  delete the words under the heading “Brazil” thereon and replacing them with the following:

“Incorporation of a new subsidiary of Unilever Brasil Ltda. called DiverseyLever Brasil Ltda. (“Brazil Newco”).

Transfer of the DiverseyLever Business of Unilever Brasil Ltda. to Brazil Newco.

Unilever Brasil Ltda. forms Milho Nordeste S.A. and contributes Brazil Newco to it.”

(ii)  add the following immediately prior to the heading “Guatemala” thereon:

“France

Transfer of shares in DiverseyLever S.A. by Unilever France S.A.S. and Lever Faberge France S.A. to Marga B.V.

Germany

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Transfer of shares in DiverseyLever GmbH by Unilever Deutschlund GmbH to Marga B.V.

Transfer of shares in Diversey GmbH and DuBois Chemie GmbH by Gibbs Verwaltungs und Beteiligungs GmbH to Marga B.V.”

(iii)  add the following immediately following the heading “Guatemala” thereon:

“Transfer of shares in DiverseyLever Centroamerica S.A. by Chico Invest B.V. (formerly Mavibel B.V.) to Mavibel B.V. (formerly Mavibel II B.V.).”

(iv) add the following immediately prior to the heading “Ireland” thereon:

“Hong Kong

Transfer of one share of each of DiverseyLever (Hong Kong) Limited, Weiss Chemicals (China) Limited and Weiss Investment Limited by Mavibel B.V. (to be renamed Chico Invest B.V.) to Mavibel II B.V. (to be renamed Mavibel B.V.).”

(v) delete the following words under the heading “Ireland” thereon:

“Transfer of certain assets relating to the DiverseyLever Business of Ranger Hygiene Cleaning Systems Limited to Diversey (Ireland) Limited.”

(vi) add the following immediately following the heading “Ireland” thereon:

“Business transfer of retained (non-DiverseyLever Business) assets from DiverseyLever (Ireland) Limited to Lever Faberge Ltd.

Unilever Ireland plc transfers the stock of DiverseyLever (Ireland) Limited and Ranger Hygiene Cleaning Systems Limited to Diversey (Ireland) Limited.”

(vii) add the following immediately prior to the heading “Kenya” thereon:

“Italy

“Incorporation of Diversey Srl as subsidiary of Unilever Italia SpA.

Unilever Italia SpA transfers Diversey Srl to DiverseyLever SpA.

Diversey Srl converted into S.p.A. and name changed to DiverseyLever SpA; DiverseyLever SpA name changed to Unilprof Srl.

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Unilprof Srl contributes DiverseyLever Business to DiverseyLever SpA effective May 3, 2000, 6:00 p.m. (local time).”

Japan

Transfer of shares of DiverseyLever K.K. by Mavibel B.V. (to be renamed Chico Invest B.V.) to Mavibel II B.V. (to be renamed Mavibel B.V.).”

(viii)  delete the following words under the heading “Mexico” thereon:

“Merger of a company organized under the laws of Mexico into Lever Industrial Mexico S.A. de C.V.”

(ix)  add the following under the heading “Mexico” thereon:

“Transfer of shares in Lever Industrial Mexico S.A. de C.V. by Mavibel B.V. (to be renamed Chico Invest B.V.) to Mavibel II B.V. (to be renamed Mavibel B.V).”

(x)  add the following immediately prior the heading “The Netherlands” thereon:

“Morocco

Transfer of shares of DiverseyLever Maroc SA by DiverseyLever Holdings B.V. to DiverseyLever AB.”

(xi)  add the following immediately prior to the heading “Sweden” thereon:

“Peru

Transfer of one share of DiverseyLever S.A.C. by Industrias Pacocha S.A. to Unilever Peru S.A.

Philippines

Acquisition of shares of CasaBanzon Realty Corporation by DiverseyLever (Philippines) Corporation.”

(xii)  add the following under the heading “Turkey” thereon:

“Transfer of shares in Diversey Kimya Sanayi ve Ticaret A.S. by Mavibel B.V. (to be renamed Chico Invest B.V.) to Mavibel II B.V. (to be renamed Mavibel B.V).”

(xiii)  add the following under the heading “UK” thereon:

“Transfer of shares in DiverseyLever Limited by Unilever UK Holdings Limited to Marga B.V.”

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(aa)  Section 7.5(a) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(a)  transfer to a member of the Unilever Group all assets related to or used in the Unilever Consumer Brands Business other than (i) the Assets (including the Transferred Consumer Brands Business Assets), (ii) in cases where a Company shall supply Unilever Consumer Brands Products to Unilever or any other member of the Unilever Group under either of the Supply Agreements following Closing, the Inventory of the Unilever Consumer Brands Business owned by such Company to the extent it consists of raw materials, packing materials, packaging and labeling materials, consumables and work-in-progress and (iii) the Receivables in respect of the Unilever Consumer Brands Business owned by DiverseyLever S.p.A. (formerly known as Diversey S.r.l.), DiverseyLever Australia Pty Limited and DiverseyLever Brasil Ltda.;”

(bb)  Section 7.5(b) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(b)  other than (i) foreign exchange or derivative Contracts in respect of specific transactions and in the Ordinary Course of Business and/or (ii) those Contracts set forth on Annex D attached hereto, transfer to a member of the Unilever Group any foreign exchange or foreign derivative Contract to which any Company is a party and with a term extending beyond Closing”

(cc)  Schedule 7.6(a) of the Purchase Agreement is hereby amended by adding the following paragraphs at the end of such Schedule 7.6(a):

“6.  Formation of legal entities in Barbados, Brazil, Cayman Islands, Egypt, Germany (including a contribution in kind by Johnson Wax Professional B.V. of its German branch assets), Guatemala, Jamaica, Kenya, Mauritius, the Netherlands and the United States.

7.  Johnson Wax Professional B.V. to transfer shares of RTB Ceska Republika s.r.o. to a newly-formed Dutch entity and Luis Machado.

8.  Johnson Wax Professional Ltd. to establish a branch in Denmark and Finland. Johnson Wax Professional B.V. to establish branches in Switzerland.

9.  Commercial Markets, Inc. to contribute Johnson Wax Professional S.p.A. to Johnson Professional Holdings S.A.S., which in turn will contribute it to Johnson Wax Professional S.A.S. Johnson Professional Holdings S.A.S. and Johnson Wax Professional S.A.S. to extend current fiscal year to December 31, 2002 on or before June 30, 2002.

10.  Purchase of shelf companies in Egypt, Hungary, Japan and Sweden.

11.  S.C. Johnson Professional S.A. to convert to an Srl and change to calendar year-end and be classified as an ETVE for tax purposes.

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12.  Commercial Markets, Inc. to contribute stock of Johnson Wax Professional Ltd. to Johnson Professional UK Ltd. Johnson Wax Professional Ltd. to change to calendar year-end extending current tax year to December 31, 2002.

13.  Johnson Wax Professional B.V. to transfer its interests in Johnson Germany GmbH and Johnson Germany GmbH & Co OHG to one of the new Dutch holding companies.

14.  Ripol Trading Company Ltd. to be liquidated or merged out of existence.”

(dd)  Schedule 7.7(c) of the Purchase Agreement is hereby amended and restated in its entirety to read as set forth on Annex A attached hereto.

(ee)  the following amendments are hereby made to Schedule 9 of the Purchase Agreement:

(i)  Section 9.5(e)(i) of the Purchase Agreement is hereby amended by the addition of the words “, and subject to Section 9.5(e)(ii)(D),” after the words “Final DiverseyLever Closing Working Capital Account” in the introductory paragraph thereof.

(ii)  Section 9.5(e)(i)(C) is hereby amended by adding the following words at the end of such Section 9.5(e)(i)(C):

“;  provided further that this Section 9.5(e)(i)(C) shall not apply to severance payments and benefits covered under Section 9.5(e)(i)(E),”.

(iii)  Section 9.5(e)(i)(D) of the Purchase Agreement is hereby amended by deleting the “.” at the end of such Section 9.5(e)(i)(D)and replacing it with “, and”.

(iv)  Section 9.5(e)(i) of the Purchase Agreement is hereby amended by adding a new subsection at the end of such Section 9.5(e)(i) as follows:

“(E)  all severance payments and benefits payable to any Transferred Employee in Taiwan, Thailand or Indonesia as a result of termination of employment with Conopco or its Affiliates as of the Closing or a Delayed Closing under the provisions of Section 3.4(d), whichever the case may be, provided however that Buyer shall, promptly after Closing, procure that the relevant member of the CMI Group in Taiwan, Thailand or Indonesia as the case may be shall reimburse the relevant member of the Unilever Group in the same country for such severance payments and benefits paid to any such Transferred Employee in an amount equal to the amount of severance payments and benefits so paid by Conopco or its Affiliates.”

(v)  Section 9.5(e)(ii) of the Purchase Agreement is hereby amended as follows:

(A)  Delete the word “and” after Section 9.5(e)(ii)(B);

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(B)  Delete the “.” after Section 9.5(e)(ii)(C) and replace it with “; and”;

(C)  Add the following new Section 9.5(e)(ii)(D):

“(D) (I)  all severance payments and benefits payable to each Transferred Employee at the Herlev site in Denmark as a result of termination of his employment; and

(II)  all severance payments and benefits payable to Mr. Costas Netsis and Mr. Nabil Moubarak (in each case, notwithstanding any provision of Section 9.5(i)(i))”.

(vi)  Section 9.5(i) of the Purchase Agreement is amended by adding the following sentence after the first sentence of such Section 9.5(i):

“For the purpose of this Section 9.5, the “Additional Dutch Secondees” are the Seconded Employees who are identified in Schedule L as Additional Dutch Secondees.”

(vii)  Section 9.8(c)(ii) of the Purchase Agreement is hereby amended by adding the following sentence at the end of such Section 9.8(c)(ii):

“Provided that, in relation to a Transferred Relevant Benefit in Taiwan, Indonesia or Thailand, such Value shall not be so reduced to the extent Buyer has reimbursed Conopco or its Affiliates for the amount of any such termination benefit under the provisions of Section 9.5(e)(i)(E).”

(viii)  Section 9.8(c) of the Purchase Agreement is hereby amended by adding a new subsection to the end of such Section 9.8(c) as follows:

“(iii)  For the purpose of this Section 9.8(c), each reference to a termination of employment on or with effect from Closing or prior to Closing shall, in relation to a jurisdiction to which the Delayed Closing provisions of Section 3.4(d) of this Agreement applies, be deemed to be a reference to a termination of employment on or with effect from Delayed Closing or prior to Delayed Closing.”

(ix)  Section 9.9(b) of the Purchase Agreement is hereby amended by adding a new subsection at the end of such Section 9.9(b) as follows:

“(iii)  The actuarial method and assumptions to be used for determining the value of the Transferred Relevant Benefits referred to in Section 9.9(e) are:

(a)    methodology as per Actuarial Annex; and

(b)    assumptions, per the assumptions used in the Actuarial Annex for Polaris Pension Fund Section A. “

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(x)  Section 9.9(d) of the Purchase Agreement is hereby amended by adding the following subsections at the end of such Section 9.9(d):

“(v)  The timing requirements of this Section 9.9, and Section 9.10, shall be modified in such manner as Conopco and Buyer shall agree, to allow for:

(a)  jurisdictions to which the Delayed Closing provisions of Section 3.4(d) of this Agreement apply;

(b)  Benefits in relation to termination of employment at Turku Finland (see Section 9.9(e)); and

(c)  the Modified Benefits in relation to Brazil and France.

(vi)  In relation to jurisdictions to which the Delayed Closing provisions of Section 3.4(d) of this Agreement apply, Value shall be determined as if Delayed Closing had occurred on the Closing Date and Conopco and Buyer shall procure that Parent’s Actuary and Buyer’s Actuary shall agree such adjustments to any calculations required under this Schedule 9 to reflect that principle.”

(xi)  Section 9.9 of the Purchase Agreement is hereby amended by adding a new subsection to the end of such Section 9.9 as follows:

“(e)  In relation to each Pensionable Employee employed, immediately prior to Closing, at the Turku Site whose employment terminates as a result of the closure of the Turku Site (if Buyer determines, following Closing, to close the Turku Site), the following Benefits shall be deemed to be Transferred Relevant Benefits:

(i)  where the termination of employment takes place more than 6 months after Closing, the TEL unemployment pension (TEL tyôttômyyseläke) payable to such Pensionable Employees aged 55 years and one month or more at date of termination (payable from age 60 until age 65) and who satisfy the conditions for receiving that pension, the amount of such pension to be calculated in accordance with the TEL rules; and

(ii)  the unfunded retirement benefit payable to such Pensionable Employees aged 58 or more at date of termination (until death) identified in Part C of Schedule 9, the amount of such pensions to be calculated as agreed between Buyer and each such identified Pensionable Employee but not exceeding, in the case of each such identified Pensionable Employee, the amount specified in respect of that identified Pensionable Employee in Part C of Schedule 9.”

(xii)  Section 9.24(e)(iii) of the Purchase Agreement is hereby amended by (A) deleting the words “with over 30 members if a Stand-Alone Plan or, if it is not a Stand-Alone Plan, over 30 Pensionable Employees as at the Closing Date” where they appear and reinstating them after the words “Relevant Parent Group Plan” and (B) adding the words “a SERA Plan,” immediately before the words “, the Berolina Plan in Germany”.

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(xiii)  Section 9.24(e)(ii)(B) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(B)  (1)  in relation to any EBITDA Adjustment Plan other than a SERA Plan, multiplied by Headcount Adjustment; and

(2)  in relation to a SERA Plan:

· for each employee of Conopco or its Affiliates who, whilst employed in the DiverseyLever Business, accrued benefits under the SERA Plan for the whole period 1 July 2000 to 30 June 2001, multiplied by 1; and

· for each employee of Conopco or its Affiliates who, whilst employed in the DiverseyLever Business, accrued benefits under the SERA Plan for only part of the period 1 July 2000 to 30 June 2001, multiplied by A/13 where “A” represents the number of completed periods of 4 weeks in which he accrued benefits under the SERA Plan during the period 1 July 2000 to 30 June 2001.”

(xiv)  Section 9.30 of the Purchase Agreement is hereby amended by adding the following words at the end of the first paragraph (a)(i) of the definition of “Value”:

“less, in respect of the administration of the benefits of all Transferred Pensionable Employees who are members of the UCPP in Canada in respect of the period on and from the Closing Date to and excluding the date of the transfer of such members’ benefits to a Buyer Group Plan (“Canadian Administration Period”), as a deduction from the aggregate amount of the Transferred Relevant Benefits in relation to the UCPP in Canada, an amount equal to 0.8% of the aggregate of (A+B) x C/D:

“A” represents the Value of the Transferred Assets in relation to the UCPP in Canada;

“B” represents an amount equal to any deduction made in the UCPP from such Transferred Assets in respect of such administration;

“C” represents the length of the Canadian Administration Period in completed weeks; and

“D” represents 52.”

(xv)  Schedule L to the Purchase Agreement is hereby amended and restated in its entirety to read as set forth on Annex E attached hereto.

(xvi)  The Plan Annex is hereby amended and restated in its entirety to read as set forth on Annex F attached hereto.

(xvii)  The Agreed Interim Period Plans Annex is hereby amended and restated in its entirety to read as set forth on Annex G attached hereto.

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(xviii)  the Senior Plans Annex is hereby amended and restated in its entirety to read as set forth on Annex H attached hereto.

(xix)  Section 9.5(a) of the Purchase Agreement is hereby amended by adding the following words to the end of such Section 9.5(a):

“For the purposes of this Section 9.5(a), in a jurisdiction where there is a Delayed Closing under the provisions of Section 3.4(d), Closing shall mean Delayed Closing in that jurisdiction.”

(xx)  Section 9.5 of the Purchase Agreement is hereby amended by the following subsection at the end of such Section 9.5:

“(o)  Buyer shall procure that Industrias Pacocha S.A. is discharged from its obligations under a guarantee dated 31 May 2000 in favor of DiverseyLever S.A. as soon as practicable after Closing.”

(xxi)  A new Part B of Schedule 9 is hereby added to the Purchase Agreement, which Schedule shall read as set forth on Annex I attached hereto.

(xxii)  A new Part C of Schedule 9 is hereby added to the Purchase Agreement, which Schedule shall read as set forth on Annex J attached hereto.

(ff)  Section 11.1(a)(ix) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

“(ix)   [**]”

(gg)  Section 11.1(b)(viii) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

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“(viii)   [**]”

(hh)  Section 11.1 of the Purchase Agreement is hereby amended by adding the following subsection to the end of such Section 11.1:

“(bb)  Notwithstanding anything in any Local Transfer Agreement, if any Local Transfer Agreement provides forindemnity by one party of another party, such indemnity provision shall be given effect only to the extent that theindemnity provisions of this Agreement or any of the Ancillary Agreements (other than the Local Transfer Agreements or any leases entered into pursuant to Section 7.1 hereof), as applicable, wouldlikewise provide for such indemnity. If, notwithstandingthe foregoing, amounts are indemnified by one party to theother party under a Local Transfer Agreement, which amounts would not be required tobe indemnified under this Agreement or any of the Ancillary Agreements (other than the Local Transfer Agreements or any leases entered into pursuant to Section 7.1 hereof), as applicable, Buyer (on behalf of the relevant Designated Buyer) and Conopco (on behalf of the relevant Seller) eachagree to reimburse the other centrally for any such amounts so that the netresult is the same as if only the indemnity provisions inthis Agreement or any of the Ancillary Agreements (other than the Local Transfer Agreements or any leases entered into pursuant to Section 7.1 hereof), as the case may be, were applied.”

(ii)  Part B-1 of Exhibit A to the Purchase Agreement is hereby amended to delete the rows referring to (A) Jamaica—DiverseyLever Jamaica Limited, (B) Kenya and (C) New Zealand, and replacing them with the following:

(1) Jurisdiction of formation of Company	(2) Name of Company	(3) Number and class of shares to be Sold	(4) Registered holder(s)	(5) Share Seller
Jamaica	DiverseyLever Jamaica Limited	60,000 ordinary shares of JU $2.00 each	Unilever Overseas Holdings AG (1 share)	Unilever Overseas Holdings AG
Kenya	DiverseyLever East Africa	239,398 ordinary shares of Kshs	Unilever Overseas	Unilever Overseas

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	Limited	0.20 each	Holdings B.V. (239,397 shares) Marga B.V. (1 share)	Holdings B.V. and Marga B.V.
New Zealand	DiverseyLever New Zealand Limited	1,300,000 ordinary shares of $NZ 1.00 each	Unilever New Zealand Limited (1,300,000 shares)	Unilever New Zealand Limited

(jj)  Schedule E to the Purchase Agreement is hereby amended and restated to read as set forth on Annex B attached hereto.

(kk)  Paragraph (viii) of Schedule G to the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(viii)  except to the extent comprising DiverseyLever Business Inventory, all Inventory of the Unilever Consumer Brands Business;”

(ll)  Paragraph (xiii) of Schedule G to the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(xiii)  except for all rights under the Contracts set forth in Annex D to the Third Amendment, all rights under any foreign exchange or derivative swap Contract to which any Company or, with respect to is conduct of the DiverseyLever Business, any Asset Seller is a party or is bound other than such Contracts in respect of specific transactions and in the Ordinary Course of Business;”

2.    Miscellaneous.

(a)  Governing Law and Severability.    All issues and questions concerning the construction, validity, enforcement and interpretation of this Third Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. If any provision of this Third Amendment (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance is held invalid, illegal or unenforceable to any extent by a court of competent jurisdiction, the remainder of this Third Amendment and the application of that provision to other Persons or circumstances shall not be affected thereby and that provision shall be enforced to the greatest extent permitted by Applicable Law.

(b)  Consent to Jurisdiction and Service of Process.    Each party agrees that it will not initiate any suit, action or proceeding arising out of or relating to this Third Amendment or any of the transactions contemplated by this Third Amendment in any court other

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than (i) the Delaware Chancery Court or (ii) if the Delaware Chancery Court does not have jurisdiction with respect to such action, a federal court sitting in the State of Delaware or a Delaware state court. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any such suit, action or proceeding and agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court. Each party hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party at its address set forth in Section 12.2 of the Purchase Agreement shall be effective service of process for any suit, action or proceeding brought in any such court. Conopco also appoints and agrees to maintain The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801, as its agent in the State of Delaware for service of process in connection with any dispute or proceeding arising out of this Third Amendment. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. Each party agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment, including, with respect to Conopco, the Dutch and English courts, and, with respect to Holdings and Commercial Markets, Inc., state or federal courts in the State of Wisconsin.

(c)  Waiver of Jury Trial.    EACH OF THE PARTIES IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS THIRD AMENDMENT OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS THIRD AMENDMENT. THE PARTIES ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS THIRD AMENDMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS THIRD AMENDMENT, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS THIRD AMENDMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS THIRD AMENDMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION COMPLETED HEREBY. IN THE EVENT OF LITIGATION, THIS THIRD AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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(d)  Counterparts.    This Third Amendment may be executed in one or more counterparts, which together shall constitute a single agreement.

(e)  Headings.    The headings contained in this Third Amendment are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Third Amendment.

(f)  Execution.    This Third Amendment may be executed by facsimile signatures by any party hereto and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed as of the date first written above.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior Vice President and Chief Financial Officer

JOHNSON PROFESSIONAL HOLDINGS, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey President

CONOPCO, INC.
By:	/s/    ROBERT LEEK
	Robert Leek Lawful Attorney

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EX-10.5

Exhibit 10.5

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

MASTER SALES AGENCY AGREEMENT

THIS MASTER SALES AGENCY AGREEMENT is made the 3rd day of May, 2002 (the “Commencement Date”).

BETWEEN:

1.  UNILEVER N.V., a company incorporated in The Netherlands whose registered office is at Weena 455, 3013 AL Rotterdam, The Netherlands (“Unilever N.V.”);

2.  UNILEVER PLC, a company incorporated in England and Wales whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, United Kingdom (“Unilever PLC” and, together with Unilever N.V., the “Unilever Parties”); and

3.  S.C. JOHNSON COMMERCIAL MARKETS, INC., a company incorporated in Delaware whose principal place of business is at 8310 16th Street, Sturtevant, Wisconsin, 53177-0902, USA (“CMI”).

WHEREAS:

(A)  On the date hereof, Johnson Professional Holdings, Inc., CMI and/or certain of their Affiliates purchased the DiverseyLever Business from the Unilever Parties and certain of their Affiliates pursuant to a Purchase Agreement, dated 20 November, 2001 (the “Purchase Agreement”), by and among Johnson Professional Holdings, Inc., CMI and Conopco, Inc.

(B)  Prior to the date hereof, the Unilever Affiliates and their agents sold various Unilever Consumer Brands Products, including the Products, through the DiverseyLever Business (the “Business”).

(C)  The Unilever Affiliates wish to appoint the CMI Affiliates to act as their agents in respect of the promotion and sale of the Products to Customers on their behalf on the terms and conditions of this agreement.

(D)  The CMI Affiliates wish to act as agents of the Unilever Affiliates in respect of the promotion and sale of the Products to Customers on behalf of the Unilever Affiliates on the terms and conditions of this agreement.

NOW IT IS AGREED:

1.    INTERPRETATION

The provisions of schedules 1-10 are incorporated by reference herein and shall be deemed to be a part of this agreement.

2.    CAPACITY

2.1  The Unilever Parties are entering into this agreement for themselves and as agent for each Unilever Affiliate and CMI is entering into this agreement for itself and as agent for each CMI Affiliate. Where, as of the execution of this agreement, the Unilever Parties or CMI are not authorised on behalf of any of their respective Affiliates so to enter into this agreement, the Unilever Parties or CMI (as the case may be) shall obtain from such Affiliates as promptly as reasonably practicable ratification of their entry into this agreement on behalf of such Affiliates.

2.2  Where in this agreement a Unilever Affiliate or a CMI Affiliate is expressed to have an obligation, the expression of that obligation shall be construed as the Unilever Parties or CMI (as the case may be) agreeing on behalf of the relevant Unilever Affiliate or CMI Affiliate to assume such obligation.

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2.3  Notwithstanding any other provision of this agreement:

(A)  the Unilever Parties shall procure, as regards any Unilever Affiliate and its Territory, that such Unilever Affiliate complies with its obligations under this agreement; and

(B)  CMI shall procure, as regards any CMI Affiliate and its Territory, that such CMI Affiliate complies with its obligations under this agreement.

3.    APPOINTMENT OF AGENTS

3.1  Subject to the provisos below and without prejudice to clause 5.16(E) and 13.1:

(A)  each Unilever Affiliate hereby appoints the CMI Affiliate set out in the table in schedule 2 relating to its Territory to be its sole and exclusive agent in the Area for (a) the promotion and sale of the Products to Customers in the Area, and (b) the provision of after-sales technical support and customer care to Customers in the Area, in each such case on the terms and conditions of this agreement;

(B)  save as otherwise provided in sub-paragraph (C) below, the Unilever Parties and each of their respective Affiliates agree that during the continuance of this agreement none of them will, directly or indirectly, appoint, engage, authorise or instruct any other person anywhere in the world as their distributor of or agent for the promotion or sale of, and they shall not otherwise promote or sell, the Unilever Shared Brands Products in the Area; and

(C)  The Unilever Parties will not, and the Unilever Parties shall procure that no member of the Unilever Group, including the Unilever Affiliates hereunder shall market, distribute or sell any Unilever Shared Brands Product in the Area (and shall not directly or indirectly appoint, engage, authorise or instruct any other person anywhere in the world as their distributor of or agent for the promotion or sale of Unilever Shared Brands Products in the Area), otherwise than pursuant to this agreement, from the Commencement Date of this agreement for five years or until this agreement terminates in its entirety in accordance with its terms, whichever is earlier or, with respect to a Territory, until this agreement terminates in that Territory in accordance with its terms. Notwithstanding the foregoing, the above obligations shall not apply to any product proposed by the Unilever Group pursuant to clause 5.2(B)(ii) and with respect to which the relevant CMI Affiliate has withheld the giving of its consent in accordance with such clause or withheld or unreasonably delayed the giving of its consent in contravention of such clause.

3.2  Each CMI Affiliate shall, in order to perform its duties, be entitled to use, in its sole discretion, its delivery network.

3.3  For the avoidance of doubt, the Unilever Affiliate and the CMI Affiliate in any Territory may deal direct with one another under this agreement without reference to the Unilever Parties, CMI, any other Unilever Affiliate or any other CMI Affiliate.

3.4  (A) Notwithstanding any other provision of this agreement, neither the Unilever Parties nor any of their respective Affiliates shall have any liability to CMI or any of its Affiliates for the promotion of or sales of the Products to Customers in the Area by:

(i)  third parties over which neither of the Unilever Parties nor any of their respective Affiliates has any control;

(ii)  distributors or agents of any member of the Unilever Group in territories outside the Area, where the relevant member of the Unilever Group (or any other person on its behalf) has used reasonable endeavours to procure that such distributor or agent should not so promote or sell Products; or

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(iii)  any distributor or agent of the Unilever Parties or any of their respective Affiliates or by the Unilever Parties or any such Affiliates where (in the case of sales) such sales were not solicited by such distributor or agent or the Unilever Parties or their respective Affiliates,

PROVIDED THAT nothing in this clause shall release any Unilever Affiliate from its obligations under either clause 7.10(D), 7.10(E) or clause 13.1(B).

(B)  Notwithstanding any other provision of this agreement, neither CMI nor any of its Affiliates shall have any liability to the Unilever Parties or any of their respective Affiliates for the promotion of or sales of the Products to Customers by:

(i)  third parties (whether within or outside the Area) over which neither CMI nor any of its Affiliates has any control;

(ii)  distributors or agents of CMI or any of its Affiliates outside the Area where the relevant member of CMI’s Group (or any other person on its behalf) has used reasonable endeavours to procure that such distributor or agent should not so promote or sell Products; or

(iii)  any distributor or agent of CMI or any of its Affiliates or by CMI or any such Affiliates where (in the case of sales) such sales to Customers were outside the Area and were not solicited by such distributor or agent or CMI or any of its Affiliates PROVIDED THAT nothing in this clause shall release any CMI Affiliate from its obligations under clause 13.4.

3.5  Nothing in this agreement shall prohibit the Unilever Parties or any of their respective Affiliates from conducting bona fide negotiations, at any time either after the giving of notice by or on behalf of the Unilever Parties and their respective Affiliates to terminate this agreement (whether as a whole or as regards only one or more specified Territories) in accordance with its terms or in the last six months of the term (including any renewal term, in the event that any may be agreed between the parties) of this agreement (as the case may be), with any third party in relation to the appointment of such third party or any one or more of its Affiliates as agent of the Unilever Affiliates in place of the CMI Affiliates in all or any part of the Area following termination of the appointment of the CMI Affiliates under this agreement.

4.    ARRANGEMENTS IN EACH TERRITORY

4.1  The parties have agreed that for local law purposes the CMI Affiliate and the Unilever Affiliate in each Territory will enter into one or more agreements for (a) the appointment of such CMI Affiliate as the agent of such Unilever Affiliate (on the terms and conditions of this agreement) (an “Agency Appointment”), or (b) where an Agency Appointment shall conflict with or violate local law in the territory in which the Agency Appointment is proposed to be made, the appointment of the CMI Affiliate in such other capacity as shall satisfy the requirements of Applicable Law, including appointment as a distributor (a “Distributor Appointment”). The Agency Appointments and Distributor Appointments shall, where practicable, have been made prior to the date of this Agreement, but where not so made, shall be made as soon as practicable after the date hereof. In respect of each such Territory, and to the extent that any such agreement shall not have been entered into at or about the time at which this agreement is entered into, on and after the date of this agreement the relevant CMI Affiliate and the relevant Unilever Affiliate shall negotiate with a view to agreeing and entering into for such Territory as soon as reasonably practicable an agreement for such appointment. Without prejudice to the foregoing obligations of the CMI Affiliates and the Unilever Affiliates, no Unilever Affiliate shall enter into any such agreement unless the Unilever Parties have given their prior written consent to the terms of such agreement and no CMI Affiliate shall enter into any such agreement unless CMI has given its prior written consent to such terms. The terms of any such agreement shall so far as possible be consistent with the terms of this agreement and, where applicable, shall be the minimum necessary to comply with any relevant requirements of local law. However, and notwithstanding the terms of any such agreement, such CMI Affiliate and such Unilever Affiliate shall procure (if necessary, by arrangements to operate outside the relevant Territory and to be agreed in writing) that such

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appointment, including any Distributor Appointment, shall for all purposes (other than those of applicable local law) be given economic and practical effect as if such agreement had not been entered into and as if the terms of this agreement prevailed to the extent of any conflict. For the avoidance of doubt, pursuant to such agreements in certain Territories, title to Products shall be deemed to vest in the relevant CMI Affiliate immediately prior to the sale of such Products to Customers, PROVIDED THAT such CMI Affiliate and the relevant Unilever Affiliate shall procure (if necessary, by arrangements to operate outside the relevant Territories and to be agreed in writing) that the appointment in such Territories shall for all purposes (other than those of applicable local law) be given economic and practical effect as if such agreements had not been entered into.

4.2  Each CMI Affiliate acknowledges that the arrangements contemplated under this agreement may not fulfil the tax objectives of the relevant Unilever Affiliate in any Territory and agrees that, if such Unilever Affiliate notifies the relevant CMI Affiliate in such Territory that the arrangements in such Territory will not fulfil such tax objectives, such CMI Affiliate will, after due consultation with such Unilever Affiliate in which consultation such Unilever Affiliate shall take into account any reasonable objections raised by such CMI Affiliate to any proposed changes, make such changes to the arrangements as such Unilever Affiliate may reasonably request in order to achieve such tax objectives, subject to the Unilever Parties indemnifying (on behalf of themselves and such Unilever Affiliate) CMI and such CMI Affiliate against any liabilities, costs and detriment suffered by CMI or such CMI Affiliate as a result of such change, PROVIDED however that nothing in this clause 4.2 shall entitle any Unilever Affiliate to alter any Agency Fee or Additional Agency Fee.

4.3  Each Unilever Affiliate acknowledges that the arrangements contemplated under this agreement may not fulfil the tax objectives of the relevant CMI Affiliate in any Territory and agrees that, if such CMI Affiliate notifies the relevant Unilever Affiliate in such Territory that the arrangements in such Territory will not fulfil such tax objectives, such Unilever Affiliate will, after due consultation with such CMI Affiliate in which consultation such CMI Affiliate shall take into account any reasonable objections raised by such Unilever Affiliate to any proposed changes, make such changes to the arrangements as such CMI Affiliate may reasonably request in order to achieve such tax objectives, subject to CMI indemnifying (on behalf of itself and such CMI Affiliate) the Unilever Parties and such Unilever Affiliate against any liabilities, costs and detriment suffered by the Unilever Parties or such Unilever Affiliate as a result of such change, PROVIDED however that nothing in this clause 4.3 shall entitle any CMI Affiliate to alter any Agency Fee or Additional Agency Fee.

4.4  Notwithstanding any other provision herein, this agreement shall not be effective as to, or binding on, any Unilever Affiliate or CMI Affiliate in any Territory whose Companies are subject to a Delayed Closing until such Delayed Closing occurs.

5.    SCOPE OF AGENCY

5.1  (A) CMI or the applicable CMI Affiliate shall promote the Products to Customers, identify potential sales opportunities for the sale of the Products to Customers, solicit sales of the Products on behalf of the Unilever Affiliates to Customers and generally act as the representative of the Unilever Affiliates in the Area, in each case with a view to the promotion and sale of the Products only to Customers.

(B)  In respect of the promotion and sale of the Products to Customers (but not otherwise), CMI or the applicable CMI Affiliate may (in each such case, as agent for the relevant Unilever Affiliate) enter into contracts in their own names or in the name of the relevant Unilever Affiliate.

5.2  (A) The Unilever Affiliate in any Territory may at any time and at its sole discretion (subject to the conditions specified in this clause 5.2 and clause 5.16 and to giving not less than 12 weeks’ prior written notice to the relevant CMI Affiliate):

(i)  subject to clause 5.2(B), add products to the Products or otherwise extend the range of Products;

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(ii)  whether as a result of any discontinuance of manufacture or otherwise, remove products from the Products;

(iii)  without prejudice to sub-paragraph (i) above, change the specification, formulation, packaging, appearance or any other feature of any Product and/or the positioning of or claims made for any such Product; or

(iv)  without prejudice to sub-paragraph (i) above, change the brand or brand name under which any of the Products are promoted or sold under this agreement.

In the event that the relevant Unilever Affiliate makes a change pursuant to one of either sub-paragraph (iii) or sub-paragraph (iv) above in respect of a Product and then makes a further change to such Product under the other of such sub-paragraphs (iii) and (iv) within twelve calendar months of the first such change, such changes (together) shall be deemed to be a single change falling within sub-paragraph (i) above.

(B)  Subject to clause 5.16, as regards any product to be added to the Products or any extension otherwise of the range of Products, the relevant Unilever Affiliate may:

(i)  at any time, add to the Products or otherwise extend the range of Products to include any product sold under a then current Unilever Consumer Brand which performs the same or substantially the same function as any Product; and

(ii)  with the prior written approval of the relevant CMI Affiliate (such approval not to be unreasonably withheld or unreasonably delayed), add to the Products or otherwise extend the range of Products to include any other product.

(C)  Prior to giving any notice pursuant to clause 5.2(A), the relevant Unilever Affiliate and the relevant CMI Affiliate shall discuss in good faith the action which such Unilever Affiliate proposes to take and such CMI Affiliate shall provide such Unilever Affiliate with details of any adverse effects known to such CMI Affiliate which the action such Unilever Affiliate proposes to take may give rise to including, without limitation, breaching the terms of any relevant contracts with Customers, the obsolescence of any stock held by such CMI Affiliate and any cost implications for such Unilever Affiliate. The failure of a Unilever Affiliate to give the notice addressed in the first sentence of clause 5.2(A) shall not prejudice any rights which CMI or the applicable CMI Affiliate are given under this clause 5.2.

(D)  Upon the removal of any Products in accordance with clause 5.2(A)(ii) above or clause 7.6 below, the relevant CMI Affiliate may submit a final order for its reasonable requirements of the Products then subject to the removal or discontinuation, and the relevant Unilever Affiliate shall use all reasonable endeavours to supply, or procure the supply of, such requirements as soon as commercially practicable after the date of final order.

5.3  (A) The Unilever Affiliate in each Territory shall determine for such Territory and notify the CMI Affiliate in such Territory of:

(i)  the advertising strategy (if any) for the Products;

(ii)  the promotional strategy (if any) for the Products (including the material to be used in the execution of any such strategy); and

(iii)  the Marketing Mix (if any) of the Products to be adopted for promotion and sales of the Products to Customers or types of Customer,

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and shall keep the CMI Affiliate in such Territory informed of any material developments in those areas which affect the ability of such CMI Affiliate to perform its obligations under this agreement.

(B)  Each such advertising strategy, promotional strategy and Marketing Mix (if any) determined from time to time for the Products in a Territory and communicated to the CMI Affiliate in such Territory shall be implemented by such CMI Affiliate to the extent (if any) required (including, without limitation, at any meetings of the kind referred to in clause 6.17) in the performance of its agency duties under this Agreement (and subject to the provisions of clause 5.4 below).

(C)  The CMI Affiliate in any such Territory may at any time make suggestions to the Unilever Affiliate in such Territory as to the advertising strategy and promotional strategy for and Marketing Mix of the Products in such Territory.

(D)  For the avoidance of doubt, nothing in this agreement shall require the Unilever Parties or any of their respective Affiliates to advertise or promote any of the Products in any Territory.

5.4  The Unilever Affiliate in each Territory shall (subject to the provisions of this agreement) bear, or shall procure that another Unilever Affiliate shall bear, all costs and expenses in such Territory relating to:

(A)  advertising (both general and trade) of the Products; and

(B)  ad hoc price promotions of any Products,

and all other trade promotion payments made in relation to the Products in such Territory.

5.5  (A) In the event that the CMI Affiliate in any Territory incurs any costs or expenses of the kinds referred to in clause 5.4 which are consistent with the Budget (as communicated at meetings of the kind referred to in clause 6.17) applicable at such time to such Territory, the Unilever Affiliate in such Territory shall reimburse such CMI Affiliate for such costs and expenses. Notwithstanding any other provision herein, no CMI Affiliate shall be required to spend any amounts that are in excess of or inconsistent with the Budget on the advertising and promotional matters referred to in clause 5.4 unless (i) it so elects, in which case such CMI Affiliate shall have no entitlement to reimbursement in respect of any such excess or inconsistent amounts, or (ii) it receives a written directive to so spend from the applicable Unilever Affiliate, in which case such Unilever Affiliate shall promptly reimburse the CMI Affiliate for the excess or inconsistent amount spent.

(B) Any such reimbursement may be settled by the deduction of the relevant amounts from any amount in respect of Net Proceeds of Sale otherwise payable by such CMI Affiliate to the Unilever Affiliate in its Territory from time to time, subject to such CMI Affiliate having previously provided such Unilever Affiliate with an invoice for and reasonable evidence of the amount and nature of any such costs and expenses and their consistency with the applicable Budget.

5.6  All written material, labels, posters and other material:

(A)  intended to be used in promoting the Products; or

(B)  bearing or using any of the Trade Marks,

and, in either case, produced or used by any CMI Affiliate (and not provided by the Unilever Parties or any Unilever Affiliate) shall be consistent with any applicable Brand Key and Category Strategy unless the Unilever Affiliate in the relevant Territory shall have previously agreed in writing to the contrary. The CMI Affiliate in such Territory shall from time to time on reasonable request provide a copy of all such

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material to the Unilever Affiliate in such Territory. The Unilever Affiliate in the relevant Territory may by written notice to the relevant CMI Affiliate in such Territory require such CMI Affiliate to:

(A)  make such changes to any such material that does not comply with this clause 5.6 as such Unilever Affiliate may reasonably specify in such notice; or

(B)  cease using any such material that does not comply with this clause 5.6,

in either such case within a reasonable period of time from receipt of such written notice. For the avoidance of doubt, any such material provided to a CMI Affiliate by the Unilever Affiliate in its Territory shall be deemed to be consistent with any such Brand Key and Category Strategy unless (i) such Unilever Affiliate notifies such CMI Affiliate to the contrary, or (ii) such material is modified, altered, tampered with or otherwise changed in any way.

5.7  No CMI Affiliate in any Territory shall without the prior written consent of the Unilever Affiliate in such Territory quote to any Customer a price, discount, Prebate or rebate outside the range of prices, discounts, Prebates and rebates for the Products contained on a written list previously sent (and applicable to the relevant Customer) by such Unilever Affiliate to the CMI Affiliate in such Territory or valid for a period longer than that specified in such written list in relation to any such price, discount, Prebate or rebate (the “Price Range”). For this purpose (and for the avoidance of doubt), any such price, discount, Prebate or rebate shall only be valid and effective for the period specified in such written list or, if later, unless and until such Unilever Affiliate provides such CMI Affiliate with a replacement Price Range (pending receipt of which, the relevant CMI Affiliate may quote to any Customer from the earlier Price Range and such earlier Price Range shall remain valid and effective). When drawing up Price Ranges from time to time, such Unilever Affiliate shall have regard to then current prices charged by such Unilever Affiliate for consumer products similar to the Products in the relevant Territory and need not specify a maximum limit on prices. Neither CMI nor any CMI Affiliate shall be liable to the Unilever Parties or any Unilever Affiliate for any failure to sell or promote Products for which a Price Range has not been provided to CMI or such CMI Affiliate by the relevant Unilever Affiliate.

5.8  Unless otherwise agreed in writing between the local CMI Affiliate and the local Unilever Affiliate, should the Unilever Affiliate in any Territory give its prior written consent to the CMI Affiliate in such Territory quoting a price, discount, Prebate or rebate outside the Price Range, any such price, discount, Prebate or rebate agreed by such Unilever Affiliate may only be quoted in respect of orders to be received by such CMI Affiliate after the date of such Unilever Affiliate’s written consent and subject always to such Unilever Affiliate’s right to change such price, discount, Prebate or rebate in respect of future orders, as provided in clause 5.9 below. Such price, discount, Prebate or rebate shall not apply to orders received by such CMI Affiliate prior to the date of such Unilever Affiliate’s written consent, which orders shall be invoiced within the Price Range, even if goods relating to those orders are despatched by the relevant CMI Affiliate after the date of such Unilever Affiliate’s written consent. Neither CMI nor any CMI Affiliate shall be liable or otherwise have any obligation to the Unilever Parties or any Unilever Affiliate for any failure to sell or promote Products for which a Price Range has not been provided to CMI or such CMI Affiliate.

5.9  The Unilever Affiliate in any Territory may at its sole discretion at any time change any of the prices, discounts, Prebates or rebates to be quoted in respect of the Products offered for sale in such Territory. Such Unilever Affiliate shall give the CMI Affiliate in such Territory 45 Business Days’ prior written notice of its intention to change any such price, discount, Prebate or rebate and no such change to prices, discounts, Prebates or rebates shall be specified as taking effect prior to the date of such written notice. In the event that any such price, discount, Prebate or rebate would cause a CMI Affiliate to breach any agreement with a Customer that exists as of the Commencement Date, such CMI Affiliate shall notify the relevant Unilever Affiliate within 15 Business Days of such circumstance. Thereafter, such CMI Affiliate and such Unilever Affiliate shall consult in good faith regarding reasonable resolutions of such circumstance.

5.10  When quoting a price, discount, Prebate or rebate for a Product to a Customer, each CMI Affiliate shall have regard to the period of time for which such price, discount, Prebate or rebate will remain valid after

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the time of such quote and shall use reasonable endeavours to ensure that where an order is placed for any such Product during such period, delivery of such Product to the Customer shall take place either during such period or without undue delay following the expiry of such period.

5.11  Without prejudice to clause 6.7(B), neither CMI nor any CMI Affiliate shall, without the prior written consent of the Unilever Parties, commit any Unilever Affiliate after the date of this agreement to any contract with a Customer:

(A)  which would terminate later than the expiry of this agreement (or, where notice of earlier termination of this agreement has been given to the local CMI Affiliate on or before the time a commitment has been made in relation to any one or more Territories, later in any such Territory than the date of such earlier termination); or

(B)  of a duration exceeding twenty-four months during the first three years of this agreement or, thereafter, exceeding twelve calendar months which (in either such case) is not terminable by the relevant Unilever Affiliate on six months’ notice or less; or

(C)  which applies to more than five Territories; or

(D)  which relates to anticipated Net Proceeds of Sale with respect to such Customer for any calendar year in excess of €3 million.

5.12  Save to the extent permitted by terms and conditions of business which comply in all respects with clause 6.7(B) or otherwise with the prior written consent of the Unilever Parties, neither CMI nor any of its Affiliates shall pledge the credit of the Unilever Parties or any of their respective Affiliates or extend credit to Customers or any other person.

5.13  Neither CMI nor any of its Affiliates shall give any warranties (other than any warranties implied by local law in the relevant jurisdiction or any warranties contained in terms and conditions of business which comply in all respects with clause 6.7(B)) on behalf of the Unilever Parties or any of their respective Affiliates or incur any liabilities on behalf of the Unilever Parties or any of their respective Affiliates or in any way seek to bind the Unilever Parties or any of their respective Affiliates, in any such case outside the scope of CMI’s appointment and the appointment of its Affiliates as agents of the Unilever Affiliates on the terms and conditions of this agreement.

5.14  The parties acknowledge that from time to time the CMI Affiliate in any Territory may make suggestions to the Unilever Parties or to the Unilever Affiliate in such Territory concerning the strategy to be adopted for the promotion and sale of the Products.

5.15  The Unilever Affiliate in each Territory shall have the right, once in each calendar year and upon reasonable advance notice to the relevant CMI Affiliate, to contact each then current Customer in such Territory to discuss issues relating to their customer/supplier relationship.

5.16  Notwithstanding any other provision in this agreement:

(A)  In no event will CMI be required to market Products under this agreement that would violate CMI’s agreements with SCJ, including but not limited to the following:

(i)  Restricted Accounts.    In no event will CMI be required to sell any Products in any channels of trade other than Industrial Channels of Trade and Permitted Cross–Over Channels of Trade for more than six months after Closing.

(ii)  Restricted Products.    In no event will CMI be required to sell any Restricted Products in any channels of trade other than the Industrial Channels of Trade after the later of six

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months after Closing and the date immediately prior to the date on which CMI is prohibited from making such sales in accordance with CMI’s agreements with SCJ.

PROVIDED, HOWEVER, that CMI and Unilever understand that no sales referred to in clauses 5.16(A)(i) or (ii) shall be made except to the extent such sales are consistent with CMI’s agreements with SCJ.

All sales of Products falling into either (i) or (ii) above are the “Ex-Agency Sales”.

(B)  From time to time after the date of this agreement and until this agreement terminates in its entirety, CMI may determine, in its reasonable discretion with respect to a Territory, that sales of Products already existing under this agreement (each, an “Existing Product”), or sales of products that could become a “Product” under this agreement pursuant to the operation of clause 5.2(B) (each, a “Proposed Product”) have or will become Ex-Agency Sales (as defined in sub-clause (A) above) for such Territory.

(C)  If CMI determines in accordance with sub-clause (B) above that sales of an Existing Product have or will become Ex-Agency Sales in a Territory, CMI shall promptly notify the Unilever Parties and, at a time mutually agreed in writing, but in no event later than 45 days after the giving of such notice, CMI and the CMI Affiliates shall, from such time forward, no longer have any obligations hereunder to make sales that have or will become Ex-Agency Sales in such Territory.

(D)  If CMI determines in accordance with sub-clause (B) above that sales of a Proposed Product could constitute Ex-Agency Sales in a Territory, CMI shall promptly notify the Unilever Parties and, from the date of such notice, the Proposed Product will become a “Product” hereunder, but neither CMI nor any CMI Affiliates shall be obligated hereunder to make Ex-Agency Sales with respect to such Product in such Territory.

(E)  Without prejudice to the generality of the exclusivity provision in clause 3.1(C), such exclusivity provision will not apply to Ex-Agency Sales.

(F)  Notwithstanding anything to the contrary in this clause 5.16:

(i)  Following finalization of schedule 9 (including confirmation from SCJ that such schedule 9 does not include any consumer accounts), CMI and its Affiliates shall not amend such schedule 9 to remove any of the Permitted Cross-Over Channels of Trade from such schedule during the initial term of this agreement (but not including any extensions); PROVIDED, HOWEVER, that if any change of business of any Permitted Cross-Over Channel of Trade occurs after the date of this agreement as a result of which such Permitted Cross-Over Channel of Trade ceases to be a Cross-Over Channel of Trade (and does not become an Industrial Channel of Trade), CMI and its Affiliates may, on six months’ prior written notice to the Unilever Parties, remove such Permitted Cross-Over Channel of Trade from such schedule during the initial term of this agreement.

(ii)  CMI and its Affiliates shall not designate as a Restricted Product, at any time during the initial term of this agreement (but not including any extensions), any product that uses a brand name listed on Part B of schedule 8 that was, as of the date of the Purchase Agreement, marketed under such brand name in the product categories listed on Part B of schedule 8.

(iii)  CMI may from time to time notify the Unilever Parties in writing that certain products that are Restricted Products may nevertheless be sold by the relevant CMI Affiliate into certain Permitted Cross-Over Channels of Trade (by country, by product). Thereafter, any relevant Unilever Affiliate may add such products to the Products to be sold into such Permitted Cross-Over Channels of Trade (“Exempt Sales”). Exempt Sales shall not

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constitute “Ex-Agency Sales”. CMI may thereafter notify the Unilever Parties that (in accordance with CMI’s agreements with SCJ) CMI is not permitted to continue any Exempt Sales, and CMI will be entitled to discontinue such Exempt Sales within six months of such notification.

5.17  Buying Agent

(A)  This clause 5.17 applies to the extent agreed between the Unilever Affiliate and the CMI Affiliate in any Territory from time to time, including in the following Territories: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Kenya, Netherlands, Portugal, Spain, Sweden, Switzerland, UK, Russia and Romania.

(B)  Each relevant CMI Affiliate shall manage on behalf of the relevant Unilever Affiliate supply chain relationships of such Unilever Affiliate relating to purchases of Products by such Unilever Affiliate (for on-sale to Customers under this agreement) from:

(i)  other members of the Unilever Group; and/or

(ii)  all other third party suppliers (including, for the avoidance of doubt, other members of CMI’s Group);

in each case, consistent with the past practices of such CMI Affiliate and/or the DiverseyLever Business in the Territory, as applicable.

(C)  Without prejudice to the generality of clause 5.17(B), such CMI Affiliate shall (on behalf of the relevant Unilever Affiliate):

(i)  place orders for and (where relevant) forecast demand for Products;

(ii)  check stock on delivery and record stock receipts and reconcile them to invoices;

(iii)  resolve relevant discrepancies; and

(iv)  settle invoices from any such suppliers relating to purchases of Products in accordance with agreed credit terms. For supplies from other members of the Unilever Group and from other members of CMI’s Group, invoices shall be settled by the end of the month following the month in which the invoice was generated.

(D)  In the event that the CMI Affiliate in any Territory is required to make any payment (on behalf of the relevant Unilever Affiliate) to any relevant supplier of Products to settle an invoice of the kind referred to in clause 5.17(C)(iv), the Unilever Affiliate in such Territory shall reimburse such CMI Affiliate for all such costs and expenses, including, subject to clause 22(B), VAT, sales tax or duty. Any such reimbursement shall be settled by the end of the month following the month in which such CMI Affiliate provides such Unilever Affiliate with an invoice for and reasonable evidence of the amount and nature of any such payment. If such CMI Affiliate is required to settle invoices from any third-party supplier significantly earlier than the end of the month following the month in which such invoices are sent, such Unilever Affiliate and such CMI Affiliate shall agree, in good faith, separate reimbursement arrangements. For the avoidance of doubt, the intent of this sub-clause is that all arrangements made under this clause 5.17 shall be cash-neutral for such CMI Affiliate, and if such CMI Affiliate shall not have been reimbursed by the date on which the CMI Affiliate is required to settle the relevant invoice of the kind referred to in clause 5.17(C)(iv), it may withhold the amounts due from any subsequent payment of Net Proceeds of Sale to the relevant Unilever Affiliate.

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(E)  Notwithstanding the other provisions of this clause 5.17, the parties intend that:

(i)  save as provided in clause 5.17(F), all contracts for the supply of Products to any Unilever Affiliate (for on-sale to Customers under this agreement) should be between such Unilever Affiliate and such supplier and, for the avoidance of doubt, no CMI Affiliate should be a party to any such contracts;

(ii)  unless otherwise agreed in any Territory, invoices submitted by suppliers to the relevant Unilever Affiliate pursuant to any such contract should be in the name of such Unilever Affiliate.

(F)  Nothing in this clause 5.17 shall affect the obligations of any member of CMI’s Group or any member of the Unilever Group under the Supply Agreements.

6.    OBLIGATIONS OF THE AGENTS

6.1    General

The CMI Affiliates shall, during the continuance of this agreement, at all times act dutifully and in good faith toward the Unilever Parties and their respective Affiliates in relation to the Products and in particular (but without limitation) shall:

(A)  use commercially reasonable and proper efforts to promote and market the Products to Customers and prospective Customers;

(B)  solicit Customers for the Products in the name and on behalf of the applicable Unilever Affiliate and fulfil such orders, subject to the fulfilment by such Unilever Affiliate of its obligations under clause 7.5;

(C)  administer the sales it makes under this agreement, including invoicing Customers, collecting receivables and paying Net Proceeds of Sale (less the Agency Fee and certain other costs as described herein) to the Unilever Parties or the applicable Unilever Affiliate;

(D)  subject to any directions, orders or instructions that the Unilever Parties or the relevant Unilever Affiliates may from time to time properly and reasonably give, perform its duties hereunder in accordance with the terms and conditions of this agreement; and

(E)  provide (directly or indirectly) to Customers all necessary after-sales technical support and customer care relating to the Products, of the kind and to a level and response times which are at least as good as that of such support and care (if any) provided to similar Customers by persons who were then Affiliates of the Unilever Parties in the six months prior to the date of this agreement.

The parties acknowledge that, in assessing whether the CMI Affiliates shall have fulfilled such above obligations, as well as those obligations under clause 6.5, regard shall be had to:

(i)  the companies and assets acquired by members of CMI’s Group pursuant to the Purchase Agreement;

(ii)  the manner in which the Unilever Consumer Brands Business was carried on immediately prior to the date of this agreement, and

(iii)  all other relevant circumstances including, without limitation, the passage of time since the date of, and the evolution of the business of CMI and its Affiliates carried on pursuant to, this agreement,

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provided, however, that any failure by a CMI Affiliate to fulfil any such obligation that is caused by a breach by the Unilever Parties of their obligations under the Transition Services Agreement shall not be deemed a breach by such CMI Affiliate of any terms hereunder.

6.2  Each CMI Affiliate shall keep up-to-date records of Customers, including name, location, details of discussions, state of progress, names and positions of Customer personnel.

6.3    Reporting

(A)  Each CMI Affiliate shall send to the Unilever Affiliate in its Territory as soon as reasonably practicable (and in any event no later than the tenth Business Day of each calendar month) the financial and accounting information specified in schedule 3 in respect of the preceding calendar month (or other period agreed between such CMI Affiliate and such Unilever Affiliate for such purpose).

(B)  Each CMI Affiliate shall, save where and to the extent such CMI Affiliate shall have agreed to the contrary with the Unilever Affiliate in the relevant Territory:

(i)  send to the Unilever Affiliate in its Territory as soon as reasonably practicable and in any event no later than the tenth Business Day of each calendar month an analysis of the stock of each Product known to such CMI Affiliate to have been lost or damaged during the preceding calendar month (or other period agreed between such CMI Affiliate and such Unilever Affiliate for such purpose) while under the control of CMI or any of its Affiliates on behalf of the relevant Unilever Affiliate;

(ii)  keep the Unilever Affiliate in its Territory reasonably informed of any information relating to sales of Products to Customers in the Territory which may come to the attention of CMI or the CMI Affiliate in such Territory and which may assist or prejudice the Unilever Parties and their respective Affiliates in developing the market for the Products in such Territory including, without limitation, trading conditions, trading terms and methods of business in the Area, in each such case to the extent such information is publicly available or otherwise generally available to participants in the same industry as the Unilever Parties and CMI;

(iii)  keep the Unilever Affiliate in its Territory regularly informed of all new and material regulations affecting the promotion, distribution and sale of the Products in or into such Territory; provided that any breach of this provision by any CMI Affiliate shall not prejudice such CMI Affiliate’s or CMI’s right to indemnification hereunder in accordance with clause 16.2; and

(iv)  permit the Unilever Affiliate in its Territory and its Representatives to have reasonable access to and inspect and/or copy the books and records of the relevant CMI Affiliate and things material to the promotion and sale of the Products to the extent that such access, inspection and copies are reasonably required by such Unilever Affiliate to verify the CMI Affiliate’s compliance with this agreement. The CMI Affiliate shall afford such access upon reasonable advance notice and during normal business hours and the Unilever Affiliate shall be solely responsible for any costs or expenses incurred by it or its Representatives pursuant to this clause.

(C)  Without prejudice to the generality of sub-clauses (A) and (B), each CMI Affiliate shall:

(i)  save to the extent that the relevant CMI Affiliate may have agreed to the contrary with the Unilever Affiliate in its Territory, submit to such Unilever Affiliate on or before the 20th day in each calendar month a detailed good faith forecast of sales and stock requirements of the Products anticipated for the next three month period (having regard

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to sales made and stock held) which shall be as accurate as is reasonably possible (such Unilever Affiliate acknowledging, however, that such forecast is a prediction of a future event and therefore will not necessarily be indicative of CMI’s or any CMI Affiliate’s actual future performance and that (save that the same was made in good faith) no representation is made or intended with respect to any such forecast);

(ii)  submit to the Unilever Affiliate in its Territory in each year reports on the following matters at the following times:

(A)  in a report dated 15th June and 16th December each year, the advertising and promotional activities which (consistently with clause 5) it will carry out as an agent hereunder in the six months following fifteen days after the date of each report;

(B)  in a report dated 15th July and 15th January each year, the trend of demand for the Products for the six-month periods ending 30th June and 31st December respectively for such year, together with a commentary on then prevailing trading conditions for the six-month periods ending 30th June and 31st December respectively for such year; and

(C)  in a report dated 15th July and 15th January each year, the status of all key Customer accounts in such CMI Affiliate’s Territory;

(iii)  provide within a reasonable period of time after a request by the Unilever Affiliate in its Territory the name, address and any other reasonable details of any current Customer;

(iv)  without prejudice to the generality of the foregoing, send to the Unilever Affiliate in its Territory upon reasonable request such details of present and future sales of Products and other statistical information and forecasts as such Unilever Affiliate may reasonably require for budgetary purposes and for programming future production;

(v)  submit to the Unilever Affiliate in its Territory all complaints known by it relating to the Products together with all available evidence and other information relating thereto and forward to such Unilever Affiliate for examination representative samples of the Products in respect of which complaints are made together with full identification of such Products including product references and numbers;

(vi)  promptly notify the Unilever Affiliate in any relevant Territory of any suspected infringement of, passing off or unfair competition in relation to any Trade Mark of which in each case they become aware;

(vii)  without prejudice to any of the other provisions of this agreement, forthwith following any such event, advise the Unilever Affiliate in its Territory in writing of any “change of control” for the purpose of clause 11.2(A) or (B);

(viii)  inform the Unilever Affiliate in its Territory within a reasonable period of time, should it anticipate a volume of sales of any of the Products lower by 10% or more than the volume forecasted pursuant to clause 6.3(C)(i) for that Product; and

(ix)  otherwise provide to the Unilever Affiliate in its Territory on request all other information whatsoever relating to the performance by it of each CMI Affiliate’s obligations under this agreement or to the promotion and sale of the Products, as may be agreed in writing from time to time between the Unilever Affiliate and the CMI Affiliate in such Territory to facilitate the smooth operation of this agreement and the promotion and sale of the Products.

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6.4    Payments

Subject to any set-off permitted by clause 5.5 in settlement of an invoice relating to advertising and promotional costs and expenses consistent with any applicable Budget or clause 5.17 or 8.3 in settlement of an invoice relating to the Agency Fee, the CMI Affiliate in each Territory shall pay to the Unilever Affiliate in such Territory an amount equal to the aggregate of the full amount of the Net Proceeds of Sale in such Territory for each Base Month and amounts in respect of VAT, sales tax or duty payable by Customers in respect of the sales and the provision of after-sales services and customer care to which such Net Proceeds of Sale relate, by the end of each corresponding Payment Period, together with an amount equal to the full value (if any and as notified by way of a debit note) of all stock known by the relevant CMI Affiliate to be lost or damaged in such Territory while under the control of CMI or any of its Affiliates during each such Base Month (other than as provided in clause 7.5 herein and where CMI or the relevant CMI Affiliate can show that such loss or damage was not due to the negligence or wilful default of itself or any of its Affiliates). To the extent that the amount paid by a CMI Affiliate to a Unilever Affiliate under this clause or under clause 12.1(E) in respect of the Net Proceeds of Sale in such Territory for each Base Month and amounts in respect of VAT, sales tax or duty payable by customers in respect of the sales and the provision of after-sales services and customer care to which such Net Proceeds of Sale relate (after taking account of any offset pursuant to clause 8.4 below) exceeds the amounts actually received by the relevant CMI Affiliate in respect of such Net Proceeds of Sale and amounts in respect of VAT, sales tax or duty prior to the date of payment, it shall constitute a working capital advance by the relevant CMI Affiliate to the relevant Unilever Affiliate. Such working capital advance shall be deemed to be repaid on each date on which the relevant CMI Affiliate recovers sums in respect of such Net Proceeds of Sale and amounts in respect of VAT, sales tax or duty after that date but before the date falling 12 calendar months from the last day of the relevant Base Month and retains such sums pursuant to clause 9.4 below.

6.5    Staff and Resource

Each CMI Affiliate shall have premises, suitably qualified and competent personnel, administrative facilities and other resources adequate for the performance of its obligations under this agreement, subject to the last paragraph of clause 6.1.

6.6    Due Diligence

(A)  The CMI Affiliate in each Territory shall:

(i)  make such calls upon Customers in the Territory for the purpose of promoting the Products as CMI or the applicable CMI Affiliate deems fit; and

(ii)  attend such trade exhibitions, commercial and technical presentations and other sales outlets in the Territory during a given calendar year as it and the relevant Unilever Affiliate shall have previously and mutually agreed in writing at the beginning of such year,

in each such case in a commercially reasonable manner and consistent with the promotional strategy (if any) determined for such Territory in accordance with clause 5.3.

(B) Each CMI Affiliate shall advise the relevant Unilever Affiliate in writing at least two months (or otherwise as soon as reasonably practicable) before attending any trade exhibition, commercial or technical presentation or other sales outlet in accordance with sub-clause (A)(ii) above where such Unilever Affiliate is or will be required to provide promotional items or demonstration equipment for such exhibition or presentation save that, where no such items or equipment are required, the period for giving such written advice shall be reduced to 14 days.

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6.7    Prohibitions

Neither CMI nor any of its Affiliates shall, without the prior written consent of the Unilever Affiliate in any relevant Territory:

(A)  procure Customers for any products of the Unilever Affiliates which are not Products or actively solicit purchasers of any Products who are not Customers; or

(B)  whether in connection with the sale of any Product or otherwise in fulfilment of its obligations under this agreement, enter into any contract or offer any warranty on terms which are inconsistent with those terms of business provided in writing by or on behalf of the relevant Unilever Affiliate to the relevant CMI Affiliate; or

(C)  make any delivery commitment to a purchaser or potential purchaser with respect to a Product which is inconsistent with any applicable terms of business complying with sub-clause (B) above or which the Unilever Parties or any relevant Affiliate of the Unilever Parties have notified that they will be unable to fulfil.

6.8    Licences

(A)  Except as provided in clauses 6.8(B) and 7.7, the CMI Affiliate in each Territory shall use reasonable endeavours to obtain and maintain in force on behalf of itself as agent for the relevant Unilever Affiliate all licences, consents and approvals (“Licences”) of any governmental or quasi-governmental or other regulatory authority as may be required in connection with the storage, promotion and sale of the Products by the CMI Affiliate in the Territory in fulfilment of its obligations hereunder, and the costs of obtaining and maintaining all such Licences shall be for such CMI Affiliate’s account. The Unilever Affiliate in such Territory shall provide all such information and technical support as the relevant CMI Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Licence. Upon its becoming aware of the same, the CMI Affiliate shall promptly notify the relevant Unilever Affiliate that a Licence has not been granted or that a Licence has been withdrawn and shall take (at the relevant Unilever Affiliate’s expense) any lawful action that such Unilever Affiliate may require it to take in relation to the refused or withdrawn Licence.

(B)  Without limitation of clause 7.7 and except as otherwise expressly provided in this clause 6.8(B), the Unilever Affiliate in each Territory shall use reasonable endeavours to obtain and maintain in force on behalf of such Unilever Affiliate all licences, consents or permits for those things endemic to the Products themselves, such as those related to the formulations and labelling of Products (the “Product Licences”). The CMI Affiliate in such Territory shall provide all such information and technical and regulatory support as such Unilever Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such Product Licence, provided that such support shall not cause such CMI Affiliate to incur unreasonable expenses. The costs of obtaining and maintaining the Product Licences that were obtained, held or maintained by any Company or Asset Seller for purposes of selling, storing or promoting Products in such Territory on or prior to the Closing Date (or the date of any Delayed Closing, as the case may be), and which were transferred to CMI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be), shall be for the account of CMI (on behalf of itself and each relevant CMI Affiliate). The costs of obtaining and maintaining Product Licences which were not transferred to CMI or the Designated Buyer at or after Closing (or any Delayed Closing, as the case may be) shall be for the account of the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) and paid for by the Unilever Parties (on behalf of themselves and each relevant Unilever Affiliate) promptly upon invoice. CMI and each CMI Affiliate shall be entitled to deduct from amounts payable by CMI or such CMI Affiliate to the Unilever Parties or any Unilever Affiliate hereunder any amounts payable by the Unilever Parties or any Unilever Affiliate pursuant to this clause 6.8(B).

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Notwithstanding any other provision herein, the CMI Affiliate shall be under no obligation to fulfil any of its obligations under this Agreement to the extent it is unable, under Applicable Laws, to do so due to the lack of having any Licence or the failure by the Unilever Parties to obtain or maintain any Product Licence.

(C)  The CMI Affiliate in each Territory shall, upon the reasonable request of the Unilever Affiliate in such Territory made in the ordinary course of business, co-operate with and assist such Unilever Affiliate in understanding compliance matters relating to the packaging and labelling of products, materials handling, pack sizes and pack design in that Territory.

6.9    Title to Goods

Title to goods (including, without limitation, all Products) made available by the Unilever Affiliate in any Territory to any CMI Affiliate under this agreement shall, unless otherwise agreed in writing, remain vested in such Unilever Affiliate until the later of the sale of such goods to a Customer and the time at which title to such goods is expressed to pass in any applicable retention of title clause or other terms and conditions of sale. For the avoidance of doubt, no title to any such goods shall, unless otherwise agreed in writing, pass to CMI or any of its Affiliates.

6.10    Insurance

(A)  CMI and each CMI Affiliate confirms that it has made appropriate insurance arrangements (including, where applicable, through appropriate levels of self-insurance) in relation to any liability it may incur under this agreement. Each such CMI Affiliate shall also procure that, to the extent practicable, the interest of the Unilever Parties and their respective Affiliates are noted in any such insurance policies relating to stock held on behalf of any relevant Unilever Affiliate.

(B)  The Unilever Parties and each Unilever Affiliate confirm that they have made appropriate insurance arrangements (including, where applicable, through appropriate levels of self-insurance) in relation to any liability they may incur in respect of the Products or product liability under this agreement.

6.11    Delegation

Neither CMI nor any of its Affiliates shall delegate any duties or obligations arising under this agreement otherwise than as expressly permitted under its terms. For the avoidance of doubt, this clause shall not require the termination of any relevant delegated authority in existence prior to the date of this agreement which is to continue on and after such date.

6.12    Description as Agents

Neither CMI nor any of its Affiliates shall describe itself as agent or representative of the Unilever Parties or any of their respective Affiliates otherwise than in relation to the promotion and sale of the Products and in a manner consistent with this agreement.

6.13    Not to modify or tamper with Products

The CMI Affiliates shall sell the Products in the same condition as that in which they receive them on behalf of the Unilever Affiliates and shall not modify, alter, remove or tamper with them or any markings or name plates or indications of source or origin on them or any packaging supplied by any of the Unilever Affiliates; provided, however, that CMI and the CMI Affiliates may put such additional labels or markings on these Products or on any packaging supplied by any of the Unilever Affiliates for the Products as is necessary in order for CMI or such CMI Affiliates to comply with their obligations under any applicable law or regulation.

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6.14    Stock

The CMI Affiliate in each Territory shall (save where it is unable to do so from time to time because the relevant Unilever Affiliate has not complied with clause 7.5):

(A)  maintain minimum stock levels on behalf of the Unilever Affiliate in such Territory (as agreed between such CMI Affiliate and such Unilever Affiliate from time to time based on forecast requirements for the Products and with a view to enabling such CMI Affiliate to meet its obligations under this agreement) at all times during the term of this agreement;

(B)  accept orders on behalf of the Unilever Affiliate in such Territory and settle all such orders out of stock held by such CMI Affiliate on behalf of such Unilever Affiliate;

(C)  to the extent practicable, hold stocks of the Products separately from any other stock or other inventory held by or on behalf of such CMI Affiliate and mark stocks of the Products as belonging to the relevant Unilever Affiliate; and

(D)  once in each calendar year (upon the request of and at a time notified by the Unilever Affiliate in such Territory), furnish to such Unilever Affiliate a stock audit certificate (signed by an independent third party auditor duly qualified in the relevant Territory and which, for the avoidance of doubt, may be prepared and signed as part of any audit process undertaken by such CMI Affiliate) relating to the stock held on behalf of such Unilever Affiliate at each relevant site by (or on behalf of) such CMI Affiliate, together with details (save where already previously reported to the relevant Unilever Affiliate) of all stock revealed by such stock audit to have been lost or damaged while under the control of CMI or such CMI Affiliate since the date on which the last such stock audit was carried out (or, if no such stock audit has previously been carried out, since the date of this agreement). Notwithstanding the immediately preceding sentence, a Unilever Affiliate may request and receive in a calendar year one stock audit in addition to the stock audit provided above, so long as it provides reasonable advance written notice requesting same and pays all costs associated therewith.

6.15    Credit Control

The CMI Affiliate in each Territory shall from time to time:

(A)  identify Customers;

(B)  conduct credit and other similar checks on Customers; and

(C)  collect debts and other receivables due to any Unilever Affiliate pursuant to this agreement,

in each such case as a Reasonable and Prudent Operator and in a manner consistent with the practices and procedures for such Territory applied by such CMI Affiliate in the carrying out of such matters in relation to the DiverseyLever Business PROVIDED THAT the Unilever Affiliate in such Territory may at any time instruct such CMI Affiliate in writing not to extend credit to any particular Customer,

AND FURTHER PROVIDED THAT as soon as CMI, or the CMI Affiliate in any Territory, becomes aware of a significant risk of the Historical Benchmark being substantially exceeded in any calendar year either globally or in that Territory, it will:

(i)  notify the Unilever Parties or the Unilever Affiliate in that Territory thereof as soon as commercially practicable;

(ii)  allow the Unilever Parties, or the Unilever Affiliate in that Territory, full access to the books and records relating to the Customer(s) concerned;

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(iii)  discuss in good faith with the Unilever Parties, or the Unilever Affiliate in that Territory, the steps which need to be taken to mitigate the risks and minimise potential losses arising from such circumstances; and

(iv)  allow the Unilever Parties, or the Unilever Affiliate in that Territory, to take responsibility for collecting any debts outstanding in accordance with clause 19.1(C).

6.16    Delivery of Products, etc. to Customers

The CMI Affiliate in each Territory shall from time to time deliver Products (and any relevant after-sales technical support or customer care) to Customers at times consistent with the terms of any applicable contracts with such Customers save where it is prevented from doing so by any failure of a Unilever Affiliate to comply with clause 7.5.

6.17    Regular Review Meetings

The Unilever Affiliate and the CMI Affiliate in each Territory shall from time to time (and at least once in each calendar year) upon reasonable notice given by such Unilever Affiliate attend a review meeting at which the parties may discuss issues relating to the operation of this agreement in such Territory and the Unilever Affiliate in such Territory may, amongst other things:

(A)  notify the CMI Affiliate in such Territory of any new advertising strategy, promotional strategy and/or Marketing Mix determined for such Territory under clause 5.3(A);

(B)  notify such CMI Affiliate of any new Price Range applicable to such Territory in accordance with clause 5.7;

(C)  notify such CMI Affiliate of the Budget for such Territory for the period specified in such Budget; and

(D)  discuss with such CMI Affiliate how to implement any applicable advertising strategy, promotional strategy, Marketing Mix and/or Price Range in such Territory in relation to Customers or types of Customer and how such CMI Affiliate will from time to time comply with its obligations under clause 6.6(B).

7.    OBLIGATIONS OF THE UNILEVER PARTIES

7.1    General

The Unilever Parties and their respective Affiliates shall during the continuance of this agreement at all times act dutifully and in good faith toward CMI and the CMI Affiliates (in their capacity as agents of the Unilever Affiliates on the terms and conditions of this agreement).

7.2    Notification of decrease in volume

If at any time it expects that the volume of sales of the Products in a Territory will be significantly lower than the volume that the CMI Affiliate in such Territory would expect under normal circumstances, the Unilever Affiliate shall provide written notice of that expectation to such CMI Affiliate within a reasonable time.

7.3    Sales Literature and other documentation

If and to the extent that the CMI Affiliate in a Territory is implementing an advertising strategy and/or a promotional strategy (in each case, subject to clause 5), the Unilever Affiliate in such Territory shall use all reasonable endeavours to support such CMI Affiliate in the implementation of any such strategy.

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7.4    Training

The Unilever Affiliate in each Territory shall receive at its premises for training in the technical characteristics of the Products and the servicing thereof in such Territory such numbers of employees of the CMI Affiliate in such Territory as may be necessary to enable such CMI Affiliate properly to perform its functions in such Territory under this agreement. The content and duration of the training programme shall be determined by such Unilever Affiliate after consultation with the relevant CMI Affiliate but shall be comparable to the training otherwise offered to employees of Unilever Affiliates or other agents performing similar functions. All travelling and living expenses (but not the cost of actual training) of any employees of the relevant CMI Affiliate so received by the relevant Unilever Affiliate for training shall be borne by the relevant CMI Affiliate.

7.5    Stock

The Unilever Affiliate in each Territory shall use its best endeavours to procure the timely delivery (based on the relevant CMI Affiliate’s request for the same) to the CMI Affiliate in such Territory (or as it may reasonably direct) of its requirements of stock of the Products requested by it pursuant to this agreement PROVIDED THAT no Unilever Affiliate shall be in breach of such obligation to the extent that CMI or any of its Affiliates shall have failed to supply any such Products (or any other materials) under the relevant Supply Agreement and such failure is not due to a breach by the relevant Unilever Affiliate thereunder. Upon the delivery of such stock, the receiving CMI Affiliate shall have 5 days to identify missing or damaged stock and notify the relevant Unilever Affiliate of same. The relevant Unilever Affiliate shall promptly thereafter replace the necessary or damaged stock identified in the notice and reimburse the CMI Affiliate for all costs associated with disposing of the damaged stock in accordance with the relevant Unilever Affiliate’s reasonable instructions.

7.6    Continued Manufacture

The Unilever Parties and their respective Affiliates shall be under no obligation to continue the manufacture of all or any of the Products but each relevant Unilever Affiliate shall give at least 12 weeks’ notice to each affected CMI Affiliate prior to discontinuing the manufacture of any of the Products.

7.7    Import Licences

The Unilever Affiliate in each Territory shall be responsible for obtaining and maintaining in force at its own expense and on its own behalf (and, if necessary, on behalf of the CMI Affiliate in such Territory) all licences, consents and approvals of any governmental or quasi-governmental or other regulatory authority as may be required in connection with the import of the Products into such Territory. The CMI Affiliate in such Territory shall (subject to the relevant Unilever Affiliate meeting such CMI Affiliate’s reasonable out-of-pocket expenses of which it has provided written evidence to such Unilever Affiliate) provide all such reasonably available information and all such technical support as such Unilever Affiliate may from time to time reasonably request in connection with the obtaining and maintaining in force of any such licence, consent or approval.

7.8    Product Recalls

(A)  In the event that for any reason it becomes necessary to implement a recall of any Products sold to Customers or otherwise provide notice to Customers or end-users with respect to any product warranty, product liability or product use or safety matter relating to any Product, the Unilever Affiliate in any Territory may give instructions to the CMI Affiliate in such Territory as to the manner in which such recall or notification shall be carried out. Without prejudice to clause 16, the carrying out of all such recalls and notifications shall be at the relevant Unilever Affiliate’s sole cost and expense.

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(B)  The Unilever Affiliate in each Territory shall keep the CMI Affiliate in its Territory informed in reasonable detail of any circumstances of which it is aware which would or might give rise to a recall of any Products sold to Customers or to substantially increased levels of complaints about Products from Customers.

7.9    Packaging

Each relevant Unilever Affiliate shall be responsible for the packaging, including labels, markings, name plates or indications of source or origin of the Products, for sale to Customers without the involvement of CMI or any CMI Affiliate (except as CMI or the CMI Affiliate may do, but shall not be required to do, under clause 6.13) and for assessing that such packaging is in compliance with all Applicable Laws. Each relevant Unilever Affiliate shall promptly notify CMI or the relevant CMI Affiliate if any Applicable Law requires that CMI or such CMI Affiliate be identified on any such packaging and shall provide reasonable access to personnel, information and documentation relating to any such requirement on a timely basis.

7.10    Other Duties

The Unilever Affiliate in each Territory shall:

(A)  reimburse CMI or the CMI Affiliate in such Territory for the cost of such samples, catalogues, price lists, terms and conditions of sale, advertising, promotional and selling materials, literature and information as CMI or such CMI Affiliate may from time to time reasonably require for the purpose of the promotion and sale of the Products in the Area;

(B)  supply to such CMI Affiliate any information that may come into its possession which is not commercially confidential to it and which may assist CMI or such CMI Affiliate to effect sales of the Products pursuant to this agreement;

(C)  honour any contract for the sale of the Products entered into by CMI or any CMI Affiliate on behalf of a Unilever Affiliate pursuant to and in accordance with this agreement;

(D)  save where the same is to be handled by the relevant CMI Affiliate in accordance with this agreement, promptly and efficiently deal with any after-sales inquiry relating to the Products raised by a Customer in the Territory with such Unilever Affiliate and notify the CMI Affiliate in such Territory of the identity of such Customer; and

(E)  at the request of the relevant CMI Affiliate, supply to such CMI Affiliate the name and address of any Customer to which the Unilever Parties or any Unilever Affiliate have sold (directly or indirectly through distributors or agents) any Products in the Area pursuant to clause 3.4(A)(iii) (to the extent that the Unilever Parties or such Unilever Affiliate have such name and address and are able so to provide it).

8.    REMUNERATION OF CMI AND ITS AFFILIATES

8.1  The Unilever Affiliate in each Territory shall pay to CMI Affiliate in such Territory an aggregate amount equal to the Agency Fee and the Local Additional Agency Fee in consideration of such CMI Affiliate acting as the agent of such Unilever Affiliate (on the terms and conditions of this agreement).

8.2  The CMI Affiliate in each Territory shall send to the Unilever Affiliate in such Territory an invoice in respect of the Agency Fee applicable to such Territory monthly (or otherwise periodically as agreed) in arrear as soon as reasonably practicable in and in any event no later than five Business Days following the end of the relevant Base Month.

8.3  Each such invoice shall be settled by setting off the amount due under such invoice against the amount due from such CMI Affiliate to such Unilever Affiliate under clause 6.4 above.

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8.4  Where a CMI Affiliate is obliged to account to a Unilever Affiliate for any amounts under clause 9.4(A) or (B), such Unilever Affiliate shall be required to pay an equivalent amount to such CMI Affiliate by way of Agency Fee and such obligation may be satisfied by setting off the relevant amount against the amount due under clause 9.4(A) or (B).

8.5  If, by the date falling 12 calendar months from the last day of the Base Month to which the relevant payment under clause 6.4 relates, any part of the working capital advance described as arising in relation to such Base Month under clause 6.4 above remains outstanding, such amount shall be written off by such CMI Affiliate and such write-off shall be treated as a commensurate refund of and reduction in the Agency Fee payable in respect of the relevant Base Month.

8.6  (A)    Unless otherwise expressly provided in this agreement or agreed between a Unilever Affiliate and a CMI Affiliate, any payment to be made under this agreement shall be made in full, without any set-off, restriction or condition (whether for or on account of any counterclaim or otherwise) and without, and free and clear of, any deduction or withholding whatsoever (save only as required by law).

(B)  Unless otherwise expressly provided or agreed between a Unilever Affiliate and a CMI Affiliate, if any deductions or withholdings are required by law to be made from any sums payable by a CMI Affiliate or CMI or a Unilever Affiliate or a Unilever Party under this Agreement (in any case, for the purposes of this paragraph (B) and paragraph (C) below, a “Payer”), the Payer shall pay to the person to whom payment is to be made (the “Recipient”) such sum as will, after such deduction or withholding has been made, leave the Recipient with the same amount as it would have been entitled to receive in the absence of any such requirement to make such deduction or withholding.

(C)  Unless otherwise expressly provided or agreed between a Unilever Affiliate and a CMI Affiliate, if a Payer makes a deduction or withholding pursuant to paragraph (B) above, and the Recipient (or any member of the Recipient’s group) obtains the benefit of any deduction, credit, allowance, set-off or other relief from taxation in respect of or as a result of the deduction or withholding (a “Tax Benefit”), the Recipient shall pay to the Payer an amount which will leave the Recipient’s group (after that payment) in the same after-tax position as it would have been in had the circumstances giving rise to the withholding or deduction not arisen, provided that nothing in this clause shall affect the Recipient’s group’s right to arrange its tax affairs generally in such manner as it deems fit and such Recipient’s group shall not be obliged to disclose any information regarding its tax affairs or computations to the Payer, except that, with respect to the Recipient’s year–end audit, the Payer may request, and the Recipient shall (at the Payer’s sole cost and expense) procure, the delivery to the Payer of confirmation from the Recipient’s auditors as to whether any Tax Benefit was received by the Recipient for the year subject to the audit.

9.    RECEIVABLES AND OTHER PAYMENTS

9.1  Each CMI Affiliate shall deliver invoices (in a form and a manner suitable for the purposes of any applicable VAT, sales tax or duty and as agreed with the relevant Unilever Affiliate prior to the date of this agreement) to Customers for all sales of Products and after-sales services and customer care by such CMI Affiliate on behalf of the Unilever Affiliates on the terms and conditions of this agreement.

9.2  The CMI Affiliate in each Territory shall on behalf of the Unilever Affiliate in such Territory collect all receivables and other sums due or becoming due to such Unilever Affiliate in relation to all sales of Products and after-sales services and customer care:

(A)  as at the Commencement Date, in respect of all prior periods; and

(B)  on and from the Commencement Date, until termination of this agreement.

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9.3  In instances where a CMI Affiliate invoices a Customer as an agent hereunder and also, separately invoices that same Customer, but not as an agent hereunder, and any subsequent payment (not specifying any invoice) by such Customer is for an amount which is less than the total amount of that which has been invoiced by such CMI Affiliate (as both an agent and not as an agent), then CMI shall apply such payment against the invoices in the chronological order of such invoices, starting with the invoice earliest dated and moving to the next only when such earlier invoice is paid in full.

9.4  To the extent that sums in respect of Net Proceeds of Sale or amounts in respect of VAT, sales tax or duty relating to a Base Month are collected by the relevant CMI Affiliate on behalf of the relevant Unilever Affiliate after the date on which the relevant CMI Affiliate made its payment to the relevant Unilever Affiliate under clause 6.4 in respect of such Base Month but prior to the end of the twelfth calendar month following such Base Month and do not exceed the amount of the outstanding working capital advance arising under clause 6.4 by reference to that Base Month, the relevant CMI Affiliate shall be entitled to retain such amounts by way of repayment of the relevant working capital advance. To the extent that such sums:

(A) exceed the amount of the outstanding working capital advance; or

(B)  are received after the end of the twelfth calendar month following such Base Month; or

(C)  relate to a period prior to the date of this agreement,

the relevant CMI Affiliate shall be required to account to the relevant Unilever Affiliate for such amounts.

9.5  The parties acknowledge that, in each Territory, the relevant CMI Affiliate will incur certain expenses between the Commencement Date and the end of a period of time equal in length to the Payment Period for its Territory (such period of time in this clause, the “Qualifying Period”), in the course of acting as agent of the relevant Unilever Affiliate on the terms and conditions of this agreement.

9.6  Where, in any Territory, between the date of this agreement and the end of the relevant Qualifying Period, the CMI Affiliate in such Territory receives any amount on behalf of the Unilever Affiliate in such Territory relating to the sale of the Products (or products which are the same as the Products) made at any time prior to the date of this agreement, such CMI Affiliate may retain a percentage of such amount equal to the aggregate of all amounts so retained, so long as, together with the aggregate of any amounts received under clause 9.7, such amounts do not in aggregate exceed the Expenses Amount.

9.7  The CMI Affiliate in any Territory may, during the Qualifying Period, request the Unilever Affiliate in such Territory to make a working capital float (each, a “Float”) to it to enable it to meet the Expenses Amount subject to the amounts so floated, together with any amounts retained under clause 9.6, not in aggregate exceeding the Expenses Amount.

9.8  The CMI Affiliate and the Unilever Affiliate in the relevant Territory shall each (at their own expense) maintain records of any amounts retained or floated in accordance with this clause, and such CMI Affiliate shall notify such Unilever Affiliate that it has retained any amount in accordance with clause 9.6 on each occasion that it does so.

9.9  Any amounts:

(A)  retained by a CMI Affiliate under clause 9.6; or

(B)  floated by a Unilever Affiliate under clause 9.7;

shall constitute an advance by the relevant Unilever Affiliate to the relevant CMI Affiliate.

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9.10  The aggregate amount of all amounts so retained or floated will (i) be set off against the amount of the relevant Local Additional Agency Fee when the same is paid or in accordance with paragraph 3 of schedule 6 and shall be discharged by being so set off, or (ii) if such date occurs earlier, shall be repaid by such CMI Affiliate on the fifth anniversary of the date of this agreement or otherwise at such earlier time as it may elect.

9.11  Save as expressly provided in clauses 9.5 to 9.9 (inclusive), nothing in such clauses shall affect any other obligation of CMI or any of the CMI Affiliates in this agreement.

10.    TERM AND DURATION

Save where this agreement shall terminate earlier under clause 11, this agreement shall terminate on the fifth anniversary of the date of this agreement unless the parties mutually agree in writing, not less than 30 days prior to the expiration of the initial term (or any subsequent term, as applicable) of this agreement, to renew this agreement for an additional, agreed-upon period. For the avoidance of doubt, nothing in this agreement shall oblige any party to this agreement to agree to any extension of the term of this agreement.

11.    EARLY TERMINATION

11.1  Without prejudice to any other right or remedy available to the parties, the Unilever Parties (on behalf of themselves and each Unilever Affiliate) or CMI (on behalf of itself and each CMI Affiliate) may terminate this agreement forthwith upon giving notice in writing to the other on the happening of any of the following events:

(A)  if either of the Unilever Parties (in the case of termination by CMI) or CMI (in the case of termination by the Unilever Parties) (in each such case and below for purposes of this clause 11, the “other party”) is in material breach of any of its obligations under this agreement and, such breach being capable of remedy, fails to remedy the same within 28 days of being given written notice of such breach; or

(B)  if any order is made or a resolution is passed for the winding-up of the other party or if a provisional liquidator is appointed in respect of the other party or if a petition is presented and not discharged within 60 days or a meeting of the creditors of the other party shall have been called or a meeting is convened for the purposes of winding up the other party; or

(C)  if an administration order is made or a petition for such an order is presented in respect of the other party or if there is any other kind of moratorium with respect to debts of the other party; or

(D)  if any voluntary arrangement is proposed under section 1 of the Insolvency Act 1986 (or any statutory modification or re-enactment for the time being) in respect of the other party; or

(E)  if the other party shall have a receiver (which expression shall include an administrative receiver) of all or any of its undertaking or assets appointed or cease or threaten to cease to carry on its business or compound with its creditors or be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (or any statutory modification or re-enactment for the time being); or

(F)  if any event which is the same or closely analogous to any of the events described in sub-clauses (B) to (E) above occurs in or outside England.

11.2  (A)    The Unilever Parties may terminate this agreement (on behalf of themselves and each Unilever Affiliate) forthwith upon giving notice in writing to CMI (on behalf of itself and each CMI Affiliate) in the event that CMI ceases to be an Affiliate of Johnson Professional Holdings, Inc..

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(B)  The Unilever Parties or the Unilever Affiliate in any relevant Territory may terminate this agreement forthwith upon giving notice in writing to the CMI Affiliate in the relevant Territory if such CMI Affiliate ceases to be a member of CMI’s Group.

(C)  CMI may terminate this agreement (on behalf of itself and each CMI Affiliate) forthwith upon giving notice in writing to the Unilever Parties (on behalf of themselves and each of their relevant Affiliates) in the event that the entire issued share capital of either of the Unilever Parties is acquired by any of the following persons: Procter & Gamble, Colgate-Palmolive and Henkel.

(D)  CMI or the CMI Affiliate in any relevant Territory may terminate this agreement forthwith upon giving notice in writing to the Unilever Affiliate in the relevant Territory if such Unilever Affiliate becomes a subsidiary of any of the following persons: Procter & Gamble, Colgate-Palmolive, Henkel, Ecolab, Reckitt Benckiser.

(E)  The exercise by any party of any right conferred by this clause 11.2 shall be without prejudice to any other right or remedy available to the parties.

(F)  No right of termination conferred by this clause 11.2 shall be exercised unless the party exercising such right shall have previously considered carefully the merits of exercising such right.

11.3  Without prejudice to any other right or remedy, any party shall be entitled to terminate, or (where applicable) to procure that its Affiliate in the relevant Territory terminates, this agreement as regards the promotion and sale of the Products in any particular Territory forthwith upon giving notice in writing to the Affiliate of the other party in such Territory if:

(A)  any of the events listed in clause 11.1 occurs in relation to such Affiliate (in such clause, the “other party”);

(B)  the other party or any of its Affiliates engages in any conduct which has, or might reasonably be expected to have, a prejudicial effect on the reputation of the Products or of the other party or any of its respective Affiliates in such Territory such that the resulting damage, if any, would be adverse and material; or

(C)  it is not or ceases to be economically viable or otherwise consistent with sound business principles in the light of all relevant circumstances for the terminating party in such Territory to promote or sell the Products or to continue to do so.

11.4  Without prejudice to any other right or remedy available to the parties:

(A)  the Unilever Parties may terminate this agreement (on behalf of themselves and each Unilever Affiliate) forthwith upon giving notice in writing to CMI (on behalf of itself and each CMI Affiliate) in the event that CMI and/or its Affiliates do not meet the Annual Sales Threshold for the Area in any calendar year provided that such failure to meet such Annual Sales Threshold was not due to any removal or discontinuance of products under clauses 5.2(A)(ii) or 7.6 (net of any additions of Products under clause 5.2(A)(i)), any Product recalls, a Force Majeure, or a breach of a material term in this agreement by one or more Unilever Parties (each, a “Good Reason”); and

(B)  the Unilever Parties or the Unilever Affiliate in the relevant Territory may terminate this agreement as regards the promotion and sale of the Products in any particular Territory forthwith upon giving notice in writing to the CMI Affiliate in such Territory in the event that CMI and/or its Affiliates do not meet the Annual Sales Threshold for such Territory in any calendar year provided that such failure to meet such Annual Sales Threshold was not due to a Good Reason.

11.5  (A)    Notwithstanding any other provision in this agreement, should this agreement terminate (in whole or in part) earlier than five years from the Commencement Date due to the Wilful Breach of a Unilever

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Party or any member of the Unilever Group, the Unilever Parties shall pay CMI, each Payment Period through the end of the five year term of this agreement, an amount equal to the EBITDA element of the Agency Fee for the relevant Territory (as determined in accordance with schedule 10) that would have been otherwise then payable to the CMI Affiliate based on the actual sales of the Products or services no longer being sold by CMI due to the termination (but being sold by others) in the sales channels through which CMI sold such Products or services immediately prior to such termination. CMI may conduct an audit of such sales once a year upon reasonable advance notice to the Unilever Parties and shall be given access to all information relevant thereto.

(B)  Notwithstanding any other provision in this agreement, should this agreement terminate (in whole or in part) earlier than five years from the Commencement Date due to the Wilful Breach of CMI or any member of the CMI Group, CMI shall pay the Unilever Parties, each Payment Period through the end of the five year term of this agreement, an amount equal to the EBITDA element of the Agency Fee for the relevant Territory (as determined in accordance with schedule 10) that would have been otherwise then payable to the CMI Affiliate based on the actual sales of the Products or services by CMI immediately prior to such termination, minus the EBITDA (as determined in accordance with the same principles, consistently applied, as were applied in the preparation of the P&L Account referred to in Section A of schedule 10) of the Unilever Parties or their Affiliates from actual sales of the Products or services by the Unilever Parties or their Affiliates (or by others on their behalf) after such termination in the sales channels through which CMI sold such Products or services immediately prior to such termination. CMI may conduct an audit of such sales once a year upon reasonable advance notice to the Unilever Parties and shall be given access to all information relevant thereto.

12.    EFFECT OF TERMINATION

12.1  At the effective time (“Termination Date”) of any termination of this agreement (whether in whole or only as regards one or more Territories):

(A)  no amount in respect of any Agency Fee or other commission shall be payable to any relevant CMI Affiliate on orders dated on or after the Termination Date;

(B)  there shall in no event be any apportionment of the Agency Fee or any other commission between any relevant CMI Affiliate and any successor agents;

(C)  CMI and each relevant CMI Affiliate shall immediately cease, as regards all Territories affected by such termination, to represent themselves as being the agents of the Unilever Affiliates and as soon as reasonably practicable cease to use any materials bearing the Trade Marks or trade or brand names of the Unilever Parties or any of their respective Affiliates;

(D)  the CMI Affiliate in each Territory affected by such termination (or by any renewal or discontinuance pursuant to clauses 5.2(A) or 7.6) shall at the written request of the relevant Unilever Affiliate and at such Unilever Affiliate’s expense (including all expenses associated with packaging, loading and transporting), return to the Unilever Affiliate in each such Territory all stocks of Products (or, in the case of removal or discontinuation, of the removed or discontinued Products) held by it on behalf of such Unilever Affiliate and all other assets and materials relating to such Products provided by such Unilever Affiliate to such CMI Affiliate including, but not limited to, catalogues, sales literature and samples. Each relevant Unilever Affiliate shall be entitled to withhold any Agency Fee or other commission due to any relevant CMI Affiliate until it shall have received all such stock and other assets and materials to be returned to it;

(E)  the CMI Affiliate in each Territory affected by such termination shall:

(i)  notwithstanding such termination, make any payment otherwise required by this agreement to the relevant Unilever Affiliate in respect of Net Proceeds of Sale (after set-

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off, where applicable, of the amount of any relevant Agency Fee payable in respect of orders dated before the Termination Date) for any period prior to such termination, on a Business Day and no later than the expiry following the Termination Date of a period of time (commencing on the day following the Termination Date) equal in length to the Payment Period for the relevant Territory;

(ii)  provide to the relevant Unilever Affiliate details of all receivables in respect of Net Proceeds of Sale in such Territory due as at such termination to such Unilever Affiliate and all such other information as such Unilever Affiliate may reasonably request to facilitate its collection (whether itself or through an agent) of the same; and

(iii)  provide to the relevant Unilever Affiliate the names and addresses of, and a reasonable level of other information concerning, all actual Customers of the Products in the last twelve months.

(F)  any termination hereof shall be without prejudice to any party’s rights:

(i)  against any other party arising prior to the Termination Date, including rights to payment of amounts in respect of sales of Products to Customers prior to the Termination Date and for any antecedent breach by that other party (or any of its Affiliates) of any of its obligations under this agreement; and

(ii)  in respect of any rights of any party or any of its Affiliates which are expressed to apply after such termination.

12.2  Following the termination of this agreement for any reason whatsoever as it relates to any Territory, the Unilever Parties (on behalf of the Unilever Affiliate in such Territory) shall pay to CMI (on behalf of the CMI Affiliate in such Territory) the Local Additional Agency Fee (if any) for such Territory applicable to such termination, in accordance with schedule 6 and less an amount equal to the aggregate of all (if any) payments of the Local Additional Agency Fee for such Territory previously made. For the avoidance of doubt and for this purpose, the termination of this agreement as a whole shall constitute its termination in relation to every Territory.

13.    EXCLUSIVITY OF APPOINTMENT

13.1  Nothing in this agreement shall prevent the Unilever Parties or any of their respective Affiliates from:

(A)  carrying on or developing in any way their respective retained businesses as at the date of this agreement (which, for the avoidance of doubt, shall include any Consumer Business carried on by the Unilever Group but shall not include the DiverseyLever Business) including, without limitation and without prejudice to the generality of the foregoing:

(i)  promoting, marketing and selling, within the Area, products which are the same as or similar to the Products to persons other than Customers; and

(ii)  promoting, marketing and selling, outside the Area, any products to any persons; and/or

(B)  offering any products for sale on one or more websites accessible from within the Area provided that (save to the extent that the Unilever Affiliate and the CMI Affiliate in any Territory shall have agreed to the contrary from time to time) any offer made from within any Territory to purchase any of the Products and any sales inquiry, indication of interest or other communication from any Customer in such Territory relating to the Products is passed on to the CMI Affiliate in such Territory.

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13.2  The parties acknowledge and agree that, for the avoidance of doubt, nothing in this agreement shall prevent any member of the Johnson Retained Group from carrying on or developing in any way its businesses including, without limitation, promoting, marketing and selling any products to any persons.

13.3  Subject to clause 13.5, nothing in this agreement shall prevent CMI or any of its Affiliates from carrying on or developing in any way their respective businesses (which, for the avoidance of doubt, shall include the DiverseyLever Business).

13.4  If CMI or any of its Affiliates offers any Products for sale on one or more websites accessible from outside the Area, CMI or any relevant CMI Affiliate shall pass on to the relevant Unilever Affiliate any offer made from outside the Area to purchase any such Products and any sales inquiry, indication of interest or other communication from any customer outside the Area relating to the Products.

13.5  Neither CMI nor any of its Affiliates shall without the prior written consent of the Unilever Parties sell or promote in the Area (directly or indirectly and whether as agent or otherwise) on behalf of third parties products or services that are similar or substantially similar to the Products and priced (whether above or below) within 25% of any such Products; PROVIDED THAT nothing in this clause 13.5 shall restrict the sale or promotion of any products or services in the Area by CMI or any of its Affiliates (directly or indirectly and whether as agent or otherwise) on behalf of any member of the CMI Group, the Johnson Retained Group (including SCJ or any of its Affiliates) or with respect to any agreements to which CMI or any of its Affiliates is bound as of the date of this agreement, any such agreement in which CMI or any of its Affiliates sells or promotes (or may sell or promote) in the Area (directly or indirectly and whether as agent or otherwise) on behalf of third parties products or services regardless of whether they are similar or substantially similar to the Products and priced (whether above or below) within 25% of any such Products.

13.6  Where any person:

(A) is employed by CMI or any of its Affiliates immediately prior to the termination (whether in whole or only as regards one or more Territories) of this agreement; and

(B) on such termination of this agreement, becomes employed by either of the Unilever Parties or any of their respective Affiliates or any distributor or agent appointed by any of those persons,

neither CMI nor any of its Affiliates shall, other than by means of a general advertisement, solicit or entice away (or attempt to solicit or entice away) such person from the employment of any such person referred to in sub-clause (B) above.

14.    EMPLOYEES

Neither CMI nor any of its Affiliates shall following the giving of notice by the Unilever Parties or any of their respective Affiliates to terminate (whether in whole or only as regards one or more Territories) this agreement or otherwise during the last six months of the term of this agreement without the prior written consent of the Unilever Parties or any of their respective Affiliates in any relevant Territory take any action outside the ordinary course of its business which would or might result in an increase in the number (if any) of its or its Affiliates’ employees becoming employees of the Unilever Parties or any of their respective Affiliates (or, as the case may be, any distributor or agent appointed by any of those persons) on such termination of this agreement pursuant to any applicable law or regulation.

15.    BAD DEBTS

15.1  The parties acknowledge and agree that the Agency Fee payable from time to time under this agreement has been structured based on historical levels and historical rates of enforcement and collection of bad debts within the DiverseyLever Business.

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15.2  Where the level of bad debts (expressed as a percentage of Gross Sale Value) experienced by CMI and the CMI Affiliates in relation to sales of the Products in any given calendar year (being after 31st December, 2001) during the term of this agreement is at least twice as high as the Historical Benchmark, the excess amount of such bad debts over and above double the level of the Historical Benchmark shall be split as to:

(i)  50% to CMI; and

(ii)  50% to the Unilever Parties,

and any necessary balancing payment shall be made by way of an increase in the Agency Fee by the relevant parties to reflect such allocation within 20 Business Days of the date on which the level of bad debts (so expressed) is calculated for such calendar year.

16.    INDEMNITIES

16.1  CMI (on behalf of itself and the CMI Affiliates) agrees with the Unilever Parties (on trust for themselves and each Unilever Affiliate) that it shall indemnify and keep the Unilever Parties and each of their respective Affiliates indemnified on an after-tax basis against all losses, costs, charges, claims, expenses and liabilities suffered or incurred by either or both of the Unilever Parties and/or any of their respective Affiliates as a result of:

(A)  CMI or any of its Affiliates acting in breach of clauses 5, 6, 9, 12.1, 19, 20.2, 21 or 23;

(B)  a claim brought against it by an employee arising out of the employment or the termination of the employment of any such employee by CMI or any of its Affiliates at any time on and after the date of this agreement, but in no event later than two years after the termination of this agreement in whole or in relevant part (including, without prejudice to the generality of the foregoing, where on any termination of this agreement or otherwise any such employee becomes an employee of the Unilever Parties or any of their respective Affiliates or of any third party pursuant to any applicable law or regulation, save in respect of an employee in respect of which a reduction in the Additional Agency Fee (or any Local Additional Agency Fee) is made under paragraph 5 of schedule 6; and provided further that in respect of such employee, CMI in no event shall indemnify the Unilever Parties except for costs relating to redundancy or other severance payments and salary related to, in such case, such past employment with CMI.

16.2  The Unilever Parties (on behalf of themselves and their respective Affiliates) agree with CMI (on trust for itself and each CMI Affiliate) that they shall indemnify and keep CMI and/or its Affiliates indemnified on an after-tax basis against all losses, costs, charges, claims, expenses and liabilities suffered or incurred by it or any of its Affiliates as a result of:

(A)  the Unilever Parties or any of their respective Affiliates acting in breach of clauses 3, 5, 7, 8, 9, 12, 21 or 23;

(B)  product recalls, product warranty or product liability or similar claims relating to the condition of the Products (save in any such case to the extent that the same directly results from the negligence or a Wilful Breach of CMI or any of its Affiliates or to the extent that such circumstances are the subject of a claim with merit against CMI or any of its Affiliates under any Supply Agreement);

(C)  claims brought by a Governmental Authority or any third party against CMI or any of its Affiliates that the Products, including, for the avoidance of doubt, any materials provided to CMI or any of its Affiliates by the Unilever Parties or any of their Affiliates pursuant to clause 5.3(A)(ii) or 7.3, infringe any third party’s intellectual property rights or violate any Applicable Laws (save in any case to the extent that the same directly results from the negligence or a Wilful Breach or failure to comply with clause 5.6 or 6.13 in each case of CMI or any of its Affiliates or to the extent that

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such circumstances are the subject of a claim with merit against CMI or any of its Affiliates under any Supply Agreement); and

(D)  claims brought by any third party (including, for the avoidance of doubt, other members of the Unilever Group but not including any member of CMI’s Group) against CMI or any of its Affiliates arising out of the performance (or non-performance) by any CMI Affiliate from time to time under clause 5.17 (save in any case to the extent that the same directly results from the negligence or a Wilful Breach of CMI or any of its Affiliates).

16.3 (A) The aggregate liability of CMI and its Affiliates in accordance with sub-clause 16.1and otherwise pursuant to this agreement shall not exceed the aggregate of €20 million.

(B)  Without prejudice to the Unilever Parties’ obligation to pay the Additional Agency Fee pursuant to clause 12.2, the aggregate liability of the Unilever Parties and their respective Affiliates in accordance with sub-clause 16.2 and otherwise pursuant to this agreement shall not exceed €10 million.

16.4 (A)  Except in the case of Wilful Breach of this agreement or as otherwise provided in this agreement, no person shall be liable under this agreement to any other person for loss of profits, loss of margin, loss of contract, loss of goodwill or any other indirect, special or consequential losses of any nature whatsoever, whether or not caused by or resulting from the negligence of such party or a breach of its statutory duties or a breach of its obligations hereunder howsoever caused.

(B)  The parties to this agreement shall use reasonable endeavours to mitigate the loss and damage (if any) suffered or incurred by them or any of their respective Affiliates as a result of any breach by another party of that other party’s obligations under this agreement.

(C)  No party shall bring any claim under this agreement against any other party to this agreement:

(i)  for an amount which exceeds the level of any limitation on the liability under this agreement of the party against which such claim is made; or

(ii)  other than in accordance with the applicable procedures (if any) set out in this agreement relating to the making of claims under this agreement between the parties to this agreement.

16.5  Neither the Unilever Parties nor CMI nor any other member of either the Unilever Group or the CMI Group shall be permitted to recover more than once in respect of the same loss under this Agreement or any Supply Agreement.

17.    FORCE MAJEURE

(A)  Subject to the remaining sub-clauses in this clause 17, the party affected shall be excused from performance of its obligations under or pursuant to this agreement if, and to the extent that, and for the period during which, performance of such obligations in the relevant Territory is delayed, hindered or prevented by Force Majeure (and the other party shall be excused from any corresponding obligations).

(B)  During the period of Force Majeure, the Unilever Affiliate in the relevant Territory shall, upon prior written notice of such intention from such Unilever Affiliate to the relevant CMI Affiliate, have the right, at its own risk and cost, to make alternative arrangements for the promotion and sale of the Products. The relevant CMI Affiliate shall co-operate with the relevant Unilever Affiliate in such regard.

(C)  If a party is prevented in whole or in part from performing its obligations by reason of Force Majeure or is aware of the likelihood of being so prevented, it shall notify the other relevant party in writing immediately of the cause and extent of such non-performance or likely non-performance, the date or likely date of commencement thereof and the means proposed to be adopted to remedy or abate the Force Majeure and the relevant parties shall without prejudice to the other provisions of this clause consult with a view to taking such steps as may be appropriate to mitigate the effects of such Force Majeure on such parties.

(D)  Any party prevented from performing its obligations under this agreement by reason of Force Majeure shall:

(i)  use reasonable endeavours to remedy or abate the Force Majeure as expeditiously as possible, save that, for the avoidance of doubt, nothing in this agreement shall require any party to settle or compromise any strike or labour dispute where such party is acting as a Reasonable and Prudent Operator in relation to such strike or labour dispute;

(ii)  keep the other relevant parties regularly informed during the period of Force Majeure as to when resumption of performance shall, or is likely to, occur;

(iii)  notify the other parties when the Force Majeure has ceased or the circumstances have changed to an extent which permits resumption of performance to occur; and

(iv)  resume performance as expeditiously as possible after the end of the period of Force Majeure or where the circumstances have changed to an extent which permits resumption of such performance.

(E)  If any CMI Affiliate fails to perform its obligations under this agreement due to Force Majeure and such Force Majeure (i) has been, or is reasonably expected to be, in effect for a period of more than 10 Business Days, or (ii) has had, or is reasonably expected to have, a material adverse effect on the Unilever Parties’ or any Unilever Affiliate’s operations or business in a particular Territory to which the relevant service is being or has been provided, the relevant Unilever Affiliate may give such CMI Affiliate a written notice immediately terminating this agreement in that Territory. The provisions of clause 12 shall apply to any such termination.

18.    DEFECTS IN SERVICES

As soon as reasonably practicable but in no event later than 30 Business Days after a Unilever Affiliate becomes aware of any defects in any agency services provided hereunder or any failure of any CMI Affiliate to comply with the terms of clause 6.1, such Unilever Affiliate shall give written notice to the relevant CMI Affiliate of such claim specifying (in reasonable detail) the matters which give rise to the claim and the nature and extent of the claim PROVIDED THAT in the event that the relevant Unilever Affiliate fails to give such written notice within such period of time, this shall not prejudice the ability of the Unilever Parties or any of their respective Affiliates to make any claim or seek any other remedy in respect of such defect or failure which they would otherwise be able to make or seek.

19.    CONDUCT OF PROCEEDINGS

19.1  Upon CMI or any of its Affiliates becoming aware of any actual or threatened claim against either of the Unilever Parties or any of their respective Affiliates in relation to or in connection with the Products:

(A)  CMI or the relevant CMI Affiliate shall notify the Unilever Affiliate in the relevant Territory by written notice (giving reasonable details of the subject matter of the claim) as soon as reasonably practicable;

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(B)  CMI or such relevant CMI Affiliate shall give to the Unilever Affiliate in the relevant Territory such information and access to personnel, premises, documents and records in its possession and in the possession of its professional advisers as may be reasonably requested in relation to any such potential claim;

(C)  such Unilever Affiliate shall have the right (by written notice to the relevant CMI Affiliate) to assume control of such matter (including any proceedings relating to it), subject to keeping such CMI Affiliate informed in reasonable detail of any material developments relating to any such proceedings; and

(D)  (without prejudice to the foregoing) CMI and the relevant CMI Affiliate shall procure that no settlement or compromise of any such liability or proceedings shall be reached without the prior written consent of the relevant Unilever Affiliate.

19.2  Each Unilever Affiliate authorises the CMI Affiliate in its Territory to initiate proceedings against Customers in its name to recover unpaid debts owing to such Unilever Affiliate. Any such proceedings shall be at the sole expense of such CMI Affiliate. Such CMI Affiliate shall give such Unilever Affiliate reasonable prior written notice of its intention to initiate any such proceedings (which shall not be initiated earlier than would be consistent with any period for payment in any applicable terms of business) and shall keep such Unilever Affiliate informed in reasonable detail throughout the course of such proceedings of the progress of such proceedings.

20.    INTELLECTUAL PROPERTY

20.1  Nothing in this agreement shall transfer any goodwill, any rights in confidential information or any Intellectual Property (including, without limitation, patents and Trade Marks and all other intellectual property rights in Products) to CMI or any of its Affiliates.

20.2  Neither CMI nor any of its Affiliates shall use any Trade Mark other than in accordance with this agreement and any applicable Brand Key or Category Strategy or otherwise with the consent of the relevant Unilever Affiliate.

20.3  CMI and its Affiliates shall not, without the prior written consent of the relevant Unilever Affiliate, use any intellectual property of any kind whatsoever in any Territory for the promotion or sale of the Products which is not owned by the Unilever Parties or any of their respective Affiliates.

21.    CONFIDENTIALITY

21.1  Neither CMI nor any of its Affiliates shall, either during the term of or for two years after the termination of this agreement use or disclose to any third party any information of a confidential nature (“Confidential Information”) to the extent that it relates to the Products or to either of the Unilever Parties or any of their respective Affiliates and which (in either case) is obtained as a result of performing this agreement save insofar as such disclosure may be required by applicable law or regulation or as may be required in connection with the solicitation of Customers for the Products pursuant to this agreement or where expressly permitted by this Agreement.

21.2  Neither the Unilever Parties nor any of their respective Affiliates shall, either during the term of or for two years after the termination of this agreement use or disclose to any third party any Confidential Information to the extent that it relates to CMI or its Affiliates and is obtained as a result of performing this agreement, save insofar as such disclosure may be required by applicable law or regulation.

21.3  In this clause 21, the term “Confidential Information” shall not include:

(A)  information that is in the public domain at the date of this agreement;

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(B)  information that subsequently comes into the public domain, otherwise than as a result of a breach of this agreement, but only after it has come into the public domain;

(C)  information which the receiving person or its Representatives lawfully obtain from a third party not under any confidentiality obligation to the disclosing person in respect of such information;

(D)  information which the receiving person or any of its Representatives at the time of disclosure already lawfully has in its possession and which is not subject to any obligation of secrecy on its or their part to the disclosing person; and

(E)  information which is independently developed by employees of the receiving person or its Representatives who had no access to the information disclosed by the disclosing person.

22.    TAXES

(A)  Unless otherwise expressly provided, all payments to be made under this agreement are exclusive of any amount in respect of any VAT, sales tax or duty. If any supply made pursuant to this agreement (or treated for the purposes of such VAT, sales tax or duty as being so made) gives rise to an obligation on the part of the supplier or another member of its group for the purposes of such VAT, sales tax or duty to account for VAT, sales tax or duty, the recipient of the supply shall pay to the supplier, in addition to any other consideration required to be given for the supply pursuant to this agreement, an amount equal to such VAT, sales tax or duty and the supplier shall deliver to the recipient a proper and valid invoice for the purposes of such VAT, sales tax or duty in respect of the supply. In the event that such recipient has paid an amount in respect of VAT or such other sales tax or duty to such supplier in respect of such supply and an adjustment is made to the price pursuant to any provision of this agreement with the effect that such supplier is required to make a payment to such recipient, such supplier shall, in addition to the payment of such amount, repay to such recipient an amount equal to the VAT, sales tax or duty referable to such sum and deliver a valid credit note to such recipient in respect of such VAT, sales tax or duty. In the event that such recipient has paid an amount in respect of VAT, sales tax or duty to such supplier in respect of such supply and such amount was not properly due or chargeable, such supplier shall pay to such recipient an amount equal to such VAT, sales tax or duty which was incorrectly charged together with a valid credit note in respect of such VAT, sales tax or duty.

(B)  Where a Unilever Party, a Unilever Affiliate, CMI or a CMI Affiliate (the “Payer”) is required to reimburse a Unilever Party, a Unilever Affiliate, CMI or a CMI Affiliate (the “Recipient”) any sum in respect of any cost or expense and that cost or expense includes an amounts in respect of VAT or other sales tax or duty (the “VAT element”), the Payer’s reimbursement obligation shall include only such part of the VAT element as is not recoverable by the Recipient or any member of the Recipient’s group for the purposes of such VAT, sales tax or other duty.

23.    COMPLIANCE WITH LAWS

In the performance of their respective obligations under this agreement, each of the parties shall, and shall procure that its Affiliates shall, comply with all Applicable Laws.

24.    CONTRACTS (RIGHTS OF THIRD PARTIES ACT) 1999

The parties to this agreement do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this agreement.

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25.     DISPUTE RESOLUTION

If a dispute or difference arises in connection with this agreement, the parties and each of their respective relevant Affiliates shall attempt to settle it first by negotiation between the relevant Unilever Affiliate and the relevant CMI Affiliate, through the following dispute resolution escalation procedure:

(A)  at the written request of either such Affiliate, negotiation of the dispute or difference shall, to the extent that the dispute or difference arises from or in connection with payment for the sale of, the promotion or sale of or failure to promote or sell a Product in a particular Territory or any other failure to comply with obligations under this agreement relating to such Territory, take place between the financial directors of the respective Affiliates; and

(B)  failing agreement by the persons in sub-clause (A) above within 30 days of such written request, such a dispute or difference shall be referred to a person nominated by the Unilever Parties (on behalf of the Unilever Parties) and a person nominated by CMI (on behalf of CMI) for discussion (with a view to its resolution).

26.    COMMERCIAL AGENTS DIRECTIVE AND SIMILAR LAWS AND REGULATIONS

The parties to this agreement acknowledge and agree that the provisions of this agreement deal equitably and reasonably in all the circumstances with any losses or other liabilities which CMI and its Affiliates would or might suffer or incur on the termination of this agreement and that if and to the extent that it is held that the Commercial Agents Directive (or any laws or regulations in any Territory having a similar effect) applies to this agreement:

(A)  any relevant person shall be entitled to an indemnity under (and not to be compensated in accordance with) the Commercial Agents Directive (or to a remedy having similar effect under any other relevant laws or regulations);

(B)  the amount of any such indemnity (or payment in respect of such other remedy) shall be deemed to be satisfied by the payments (if any) falling to be made under the express provisions of this agreement; and

(C)  the provisions of this clause 26 do not operate to the detriment of CMI or any of its Affiliates.

27.    FURTHER ASSURANCE

Each of the parties and its respective Affiliates shall, from time to time at its own cost, on being requested to do so by CMI or the Unilever Parties or any of their respective Affiliates (as the case may be), now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all documents in a form reasonably satisfactory to CMI or the Unilever Parties or any of their respective Affiliates (as the case may be) which are necessary for giving full effect to this agreement and securing to the other party (or parties) the full benefit of its rights under this agreement.

Without prejudice to the generality of the foregoing, where in any Territory the arrangements contemplated by this agreement do not take effect as of the Closing Date because of a Delayed Closing, CMI and the Unilever Parties shall co-operate in good faith to ensure that this agreement takes effect in such Territory as of such Delayed Closing as if such Delayed Closing had occurred on the Closing Date.

28.    GOVERNING LAW

This agreement is governed by, and shall be construed in accordance with, English law.

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29.    JURISDICTION

29.1  Each of the parties to this agreement irrevocably agrees that the courts of England and Wales are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this agreement and that accordingly any Proceedings shall be brought in such Court. To the extent reasonably practicable and consistent with any law or regulation of any Governmental Authority, a party commencing any such Proceedings shall bring them in the Commercial Court of the High Court of Justice.

29.2  Each party irrevocably waives (and irrevocably agrees not to raise) any objection which it may have now or hereafter to the laying of the venue of any Proceedings in the courts referred to in clause 29.1 and any claim of forum non conveniens and further irrevocably agrees that a judgement in any Proceedings brought in such courts shall (provided that there is no appeal pending or open) be conclusive and binding upon such party and may be enforced in the courts of any other jurisdiction.

30.    AGENTS FOR SERVICE OF PROCESS

30.1  Each of Unilever N.V. and CMI and each Unilever Affiliate and CMI Affiliate not incorporated or organised in England and/or Wales hereby appoints the agent set against its name below to be its agent for the receipt of service of process in England and agrees that any Service Document may be effectively served on it in connection with Proceedings in England and Wales by service on its agent:

Name of Party	Agent
Unilever N.V. and each such Unilever Affiliate	Unilever PLC Unilever House Blackfriars Long EC4P 4BQ England
	Attention: General Counsel
CMI and each such CMI Affiliate	JohnsonDiversey Limited (registered in England no. 2565578) Weston Favell Centre Northampton-NN3 8 PD United Kingdom
	Attention: Managing Director

30.2  Any Service Document shall be deemed to have been duly served on a party if marked for the attention of that party’s Process Agent at the address above or such other address within England or Wales as may be notified to the party wishing to serve the document and:

(A)  left at the specified address; or

(B)  sent to the specified address by first class post or air mail.

In the case of (A), the Service Document shall be deemed to have been duly served when it is left. In the case of (B), the Service Document shall be deemed to have been served two clear Business Days after the date of posting.

30.3  If a Process Agent at any time ceases for any reason to act as such, the party for whom that Process Agent acted shall appoint a replacement Process Agent having an address for service in England or Wales and shall notify the other parties of the name and address of the replacement Process Agent. Failing such appointment and notification, any other party shall be entitled by notice to the relevant party to appoint a replacement Process Agent to act on the relevant party’s behalf. The provisions of this clause applying to service on a Process Agent apply equally to service on a replacement Process Agent.

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30.4  A copy of any Service Document served on a Process Agent shall be sent by post (or otherwise in a manner permitted by clause 31 of this agreement) to the appointor of the Process Agent and (where the appointor is a Unilever Affiliate) to the Unilever Parties and (where the appointor is a CMI Affiliate) to CMI. Failure or delay in so doing shall not prejudice the effectiveness of service of the Service Document.

31.    NOTICES

31.1  Any notice or other communication given or made under or in connection with the matters contemplated by this agreement shall be in writing and shall be delivered by registered mail, by a nationally recognised private courier of good repute, personally or by facsimile transmission. Delivery by e-mail or telex is not acceptable.

31.2  Any such notice or other communication shall be addressed as provided in sub-clause 31.3 and, if so addressed, shall be deemed to have been duly given or made as follows:

(A)  if sent by personal delivery or a nationally recognised private courier of good repute, upon delivery at the address of the relevant party;

(B)  if sent by facsimile, upon receipt by the sender of confirmation from the sending facsimile machine; and

(C)  if sent by registered mail, four clear Business Days after the date of sending such notice;

PROVIDED THAT if, in accordance with the above provisions, any such notice or other communication would otherwise be deemed to be given or made outside Working Hours, such notice or other communication shall be deemed to be given or made at the start of Working Hours on the next Business Day.

31.3  The relevant addressee, address and facsimile number of CMI and the Unilever Parties for the purposes of this agreement are, subject to sub-clause 31.4:

Name of party	Address	Facsimile number
S. C. Johnson Commercial Markets, Inc.	8310 16th Street Sturtevant, WI 53177-0902 USA	262.631.4021
For the attention of:	General Counsel
Unilever N.V.	Weena 455 3013 AL Rotterdam The Netherlands	+31 10 217 4287
For the attention of:	General Counsel
Unilever PLC	Unilever PLC Unilever House Blackfriars London EC4P 4BQ England	+44 20 7822 5464
For the attention of:	General Counsel

Where a notice is to be given to or by the Unilever Parties under this Agreement it shall be sufficient for it to be given to or by either of the Unilever Parties. Where a notice is to be given to a CMI Affiliate or a Unilever Affiliate, the relevant address, facsimile number and addressee shall be as notified by the relevant CMI Affiliate or Unilever Affiliate (as the case may be) prior to the Commencement Date. A copy of any notice sent to a CMI Affiliate shall be sent to CMI and a copy of any notice sent to a Unilever Affiliate shall be sent to the Unilever Parties.

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31.4  A party may notify any other party to this agreement of a change to its name, relevant addressee, address or facsimile number for the purposes of sub-clause 31.3 provided that such notification shall only be effective on:

(A)  the date specified in the notification as the date on which the change is to take place; or

(B)  if no date is specified or the date specified is less than five Business Days after the date on which notice is given, the date falling five Business Days after notice of any such change has been given.

31.5  For the avoidance of doubt, the parties agree that the provisions of this Clause shall not apply in relation to the service of any Service Document.

32.    COUNTERPARTS

This agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this agreement, but all the counterparts shall together constitute but one and the same instrument.

33.    ASSIGNMENT

33.1 Subject to clause 33.2:

(A)  neither CMI nor any of its Affiliates may assign all or any part of the benefit of, or its rights or benefits under, this agreement other than between members of CMI’s Group; and

(B)  neither of the Unilever Parties nor any of their respective Affiliates may assign all or any part of the benefit of, or its rights or benefits under, this agreement other than between members or the Unilever Group.

33.2  Notwithstanding anything in clause 33.1 to the contrary, each party hereto may assign as collateral security all of its rights under this agreement to any secured creditor of such assigning party, and each party hereto hereby acknowledges and consents to such assignment.

34.    PURCHASE AGREEMENT

Nothing in this agreement shall limit, abrogate, alter or supersede any Buyer’s rights under the Purchase Agreement, all of which rights are in addition to and not in lieu of rights provided under this Agreement.

35.    CONSENT ORDER

The parties acknowledge that certain materials provided to any CMI Affiliate by the Unilever Parties or any Unilever Affiliate pursuant to clause 5.3(A)(ii) or 7.3 shall be subject to the Consent Order pursuant to the terms of such Consent Order (the “Subject Materials”). Unilever hereby represents and warrants that all Subject Materials shall be provided in compliance with the Consent Order, including, without limitation, the requirement that, in making any representation in the Subject Materials relating to antimicrobial products (as defined in the Consent Order), Unilever and its Affiliates possess and are relying upon competent and reliable scientific evidence (as defined in the Consent Order) that substantiates such representation.

SCHEDULE 1

INTERPRETATION

1.1  In this agreement and the schedules to it, unless otherwise specified:

“Additional Agency Fee”	means an amount set forth on schedule 6 to be calculated in accordance with schedule 10.
“Affiliate”	means, in relation to any person, any subsidiary undertaking or parent undertaking of that party and any other subsidiary undertaking of such a parent undertaking and in relation to each of the Unilever Parties shall also include the other and the other’s subsidiary undertakings (but shall not include any member of CMI’s Group)and in relation to CMI and the CMI Affiliates shall not include any person who is not a member of the CMI Group.
“Agency Fee”	means the fees (Base Agency Fee and/or Reduced Agency Fee as the context requires) to be paid by each Unilever Affiliate to the relevant CMI Affiliate in accordance with clause 8 and calculated as set forth on schedule 10.
“Annual Sales Threshold”	means 75% of the Base Year Sales specified for a Territory in schedule 2, in the local currency of such Territory, as the same may be changed through indexation from time to time in accordance with the Index (and, for the avoidance of doubt, the Annual Sales Threshold for the Area at any particular time shall be the aggregate of all amounts so stated and changed through indexation from time to time, converted into euros at the respective closing mid-point spot rates quoted by Barclays Bank plc on the immediately preceding Business Day in London, England).
“Area”	means the area in which the CMI Affiliates are to act as agents of the Unilever Affiliates (on the terms and conditions of this agreement), comprising each of the Territories.
“Base Agency Fee”	means the fee to be paid by each Unilever Affiliate to the relevant CMI Affiliate in accordance with, and calculated as set forth on schedule 10, the aggregate amount of which from time to time shall be determined from time to time in accordance with schedule 4.
“Base Month”	means the calendar month (or other period agreed between the relevant CMI Affiliate and the relevant Unilever Affiliate for such purpose) to which any relevant invoice relates.

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“Base Year Sales”	means the aggregate Net Proceeds of Sale specified for a Territory in schedule 2 as derived from schedule 10, being the Net Proceeds of Sale for such Territory for the period of twelve months ended 30th June, 2001, in the local currency of such Territory, as the same may be changed through indexation from time to time commencing from 1st July, 2001 in accordance with the Index or reset from time to time in accordance with paragraph 3 of schedule 6 (and, for the avoidance of doubt, the Base Year Sales for the Area at any particular time shall be the aggregate of all amounts so stated and changed through indexation or so reset from time to time, converted into euros at the respective closing mid-point spot rates quoted by Barclays Bank plc on the immediately preceding Business Day in London, England). For the period from the Commencement Date to 31 December, 2002, the Base Year Sales shall be prorated.
“Brand Key”	means the guidelines (which, for the avoidance of doubt, may be a summary of information held by the Unilever Parties and/or any of their respective Affiliates) specified from time to time by the Unilever Parties and/or any of their respective Affiliates for the use of the Trade Marks.
“Budget”	means a budget for expenditure in a Territory on advertising and promotion of the Products.
“Business Day”	means a day (other than a Saturday or Sunday) on which banks generally are open in any relevant Territory for business.
“Category Strategy”	means the strategy (which, for the avoidance of doubt, may be a summary of information held by the Unilever Parties and/or any of their respective Affiliates) specified from time to time by the Unilever Parties and/or any of their respective Affiliates for the promotion of a category of products.
“CMI Affiliate”	means, for any Territory, the Affiliate(s) of CMI specified in relation to such Territory in schedule 2 or such other Affiliate(s) of CMI as CMI shall from time to time (and subject to the prior written consent of the Unilever Parties) select and notify to the Unilever Parties on 10 Business Days’ prior written notice, PROVIDED THAT with respect to post-closing restructuring transactions involving the relevant CMI Affiliate in Argentina, Czech Republic, France, Germany, Spain and Switzerland such consent shall be deemed to have been given, and, with respect to such transactions in Germany and Switzerland, such notice shall also be deemed to have been given.
“CMI’s Group”	means CMI and its Affiliates (and references to a “member” of such Group shall be construed accordingly) (but, for the avoidance of doubt, shall not include (1) SCJ or any Affiliates of SCJ, or (2) the Unilever Parties or any of their respective Affiliates).

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“Commercial Agents Directive”	means the Directive of the Council of the European Communities of 18th December, 1986 on the co-ordination of the laws of the Member States relating to self-employed commercial agents (86/653/EEC) and any law or regulation implementing the same in any member state of the European Union from time to time.
“Consent Order”	means the Decision and Order of the Federal Trade Commission of the United States of America, In the Matter of Conopco, Inc., Docket No. C-3914 (December 22, 1999).
“Consumer Brand”	means any trade mark or brand established and used primarily in connection with the marketing and sale of products as part of a Consumer Business (taking into account all territories in which products are marketed and sold under that trade mark or brand), including, for the avoidance of doubt, use of such trade marks or brands together with any markings such as “professional”, “for professional use” or similar.
“Consumer Business”	means the business of developing, manufacturing, marketing, distributing and selling any product to, or for the purpose of resale, directly or indirectly to, (a) any person for domestic use, and (b) any person who uses the product in the course of providing (i) a service to domestic customers in the home or which includes delivery to the home (including, but not limited to, cleaning, laundry and dry cleaning), or (ii) a service to domestic customers outside the home and pursuant to which products are used on or for application to the person (including, but not limited to, hairdressing, grooming, health and beautician services).
“Consumer Products”	means products for residential use now or in the future which consumers (domestic users) can buy from, for example, food, drug, mass merchandise, hardware, retail, discount and wholesale points of sale.
“Cross-Over Channels of Trade”	means any points of sale which actively market, promote and sell both Consumer Products to consumers and Industrial Products to industrial, commercial and institutional end users as determined by CMI on a Territory by Territory basis as determined in the sole discretion of CMI on a Territory by Territory basis from time to time.
“Customers”	means (a) Professional End-Users and (b) any wholesaler, distributor, “cash and carry” outlet, or similar reseller who, in each case described in this clause (b), purchases Products for the purpose of resale, either directly or indirectly, to Professional End-Users and includes (in each case, but only as the context suggests) any person with the potential to become a “Customer” as so defined.

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“EURIBOR”	means, for a particular period, the rate for deposits in Euros for a period equal to such period at or about 11 a.m., Brussels time, on the date that is two TARGET Settlement Days prior to the first day of such period, which is displayed on Telerate Page 248 (or such other page as may replace such page on such service for the purpose of displaying such rate).
“Expenses Amount”	means, in relation to a Territory, the aggregate amount derived by applying the Base Agency Fee (expressed as a percentage) to the Net Proceeds of Sale of Products used to calculate the Base Agency Fee for such Territory for a period equal in length to the period between (i) the Commencement Date and (ii) the end of a period of time equal in length to the Payment Period for such Territory.
“Force Majeure”	means, in relation to any party, any circumstance beyond the reasonable control of that party which it could not have avoided by taking precautions which, having regard to all matters known to it before the occurrence of such circumstance and all other relevant factors, it ought reasonably to have taken but did not take, including, but not limited to:

(i) fire, flood, explosion, war, riots, government action or in action or a request of any Governmental Authority; and

(ii) strikes or labour disputes.

“Gross Sale Value”	means the sale value (excluding amounts in respect of VAT, sales tax or duty thereon) arising from the sale of Products before any temporary price reductions, permanent price reductions, listing fees and display allowances (in such case excluding amounts in respect of VAT, sales tax or duty thereon) are deducted.
“Historical Benchmark”	means the average level of bad debts experienced in each calendar year in the period 1st January, 1999 to 31st December, 2001 by the DiverseyLever Business taken as a whole, as specified for a Territory in schedule 2.
“Index”	means:

(A) in the United States, the Producer Price Index (PPI-U) as reported by the Bureau of Labor Statistics of the US Department of Labor;

(B) in the United Kingdom, the all items retail prices index issued by United Kingdom National Statistics from time to time; and

(C) in each other Territory, the most commonly used consumer prices index published in such Territory by official sources from time to time,

or, in any such case, such other index as the relevant Unilever Affiliate and the relevant CMI Affiliate may from time to time agree and notify in writing to the Unilever Parties and CMI.

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“Industrial Channels of Trade”	means trade channels through which Industrial Products normally travel and in which such products and related services are offered for sale to commercial, industrial and institutional end users only but specifically excluding all channels through which consumers purchase Consumer Products now or in the future. Among the points of sale excluded from the scope of this term are food, drug, mass merchandise, hardware, retail, discount and wholesale points of sale provided, however, that purchases by food, drug and mass merchandise points of sale for a purchaser’s own internal consumption and not for resale, shall constitute purchases by commercial end users in Industrial Channels of Trade.
“Industrial Products”	means those commercial formulated and sized specialty chemical products that normally travel through trade channels and in which such products and related services are offered for sale to commercial, industrial and institutional end users only.
“Johnson Issuer”	means Johnson Professional Holdings, Inc.
“Johnson Retained Group”	means SCJ and its Affiliates (but excluding CMI’s Group).
“Local Additional Agency Fee”	means the amount in euros specified as such for a Territory in schedule 2.
“Marketing Mix”	means, in relation to Products and Customers or types of Customer, the link between prices of, and advertising and promotional strategies for, Products and Customers or types of Customer.
“Net Proceeds of Sale”	means:
	(A)       the aggregate value of sales of the Products and of the provision of after-sales services and customer care excluding amounts in respect of VAT, sales tax or duty thereon (whether segregated on the invoices or not); less
	(B)       credit notes and refunds given for goods returned or destroyed (whether pursuant to product returns, recalls or otherwise), temporary price reductions, permanent price reductions, listing fees and display allowances (in each such case excluding amounts in respect of VAT, sales tax or duty thereon).
“Payment Period”	means the number of days specified as such for a Territory in schedule 2, to be calculated as set forth on schedule 10 within 20 Business Days after the Commencement Date.
“Permitted Cross-Over Channels of Trade”	means the Customers listed in schedule 9, PROVIDED THAT schedule 9 shall be completed by CMI after the Commencement Date and shall, to the extent CMI using its best efforts is able, set forth all Customers (by country) to which Products were sold by the DiverseyLever Business as of the Commencement Date, other than Customers in the Industrial Channels of Trade.

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“Prebate”	means an amount paid in a lump sum to a Customer upfront at the beginning of any contract between such Customer and the relevant Unilever Affiliate for the purchase of Products, such amount representing the present value of future discounts in the price of the Products.
“Proceedings”	means any proceeding, suit or action arising out of or in connection with this agreement.
“Process Agent”	means the person (if any) specified as such for a party in clause 30.1.
“Products”	means the products listed in schedule 5 for each Territory.
“Professional End-Users”	means any commercial, institutional or industrial end-user.
“Reasonable and Prudent Operator”	means a person acting in good faith and exercising a reasonable level of skill, diligence, prudence and foresight as would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of business under the same or similar circumstances and conditions as contemplated by this agreement, and any reference to the standard of a Reasonable and Prudent Operator herein shall be a reference to such degree of skill, diligence, prudence and foresight as aforesaid. For the avoidance of doubt, there shall be no presumption that a party is failing to act as a Reasonable and Prudent Operator for the reason only that the party chooses to source any product, material, utility or service from a single supplier to the extent that such product, material, utility or service is being sourced from a single supplier as at the date of this agreement.
“Reduced Agency Fee”	has the meaning given to it in schedule 4 and as calculated in accordance with schedule 10.
“Representatives”	means, in relation to any party, its directors, officers, employees, agents, contractors, representatives, solicitors, accountants, consultants and financial or other advisors.
“Restricted Product”	a Product sold in the Cross-Over Channels of Trade that is (i) a general purpose cleaner (wherever sold), (ii) a product using the brand names and for sale in the product categories listed on Part A of schedule 8 (wherever sold), or (iii) a product which has a comparable product benefit to any SCJ Consumer Products marketed by SCJ, directly or indirectly, now or in the future, as determined on a country by country basis.
“SCJ”	means S.C. Johnson & Son, Inc. of Racine, Wisconsin, United States of America, a Wisconsin corporation.
“SCJ Consumer Products”	means Consumer Products owned or sold by SCJ, now or in the future.
“Service Document”	means a claim form, summons, order, judgement or other document issued in connection with any Proceedings.

43

“TARGET Settlement Day”	means any day on which the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) System is open.
“Territories”	means the countries listed in schedule 7 (and “Territory” means any one of them).
“Trade Marks”	means the marks, logos and brands by reference to which any of the Products are promoted or sold (other than any such which are owned by a member of the CMI Group).
“Unilever Affiliate”	means, for any Territory, the Affiliate(s) of the Unilever Parties specified in relation to such Territory in schedule 2 or such other Affiliate(s) of the Unilever Parties as shall be notified by the Unilever Parties to CMI from time to time on 10 Business Days’ prior written notice.
“Unilever Group”	means Unilever, Unilever PLC and their respective Subsidiaries and Affiliates, but excluding the Companies. References to a “member” or “members” of the Unilever Group shall be construed accordingly.
“Unilever Shared Brands Products”	means (a) fabric care products, (b) machine warewashing products, (c) kitchen cleaning products, (d) personal care products, (e) building care products (including floorcare, washroom and roomcare cleaning products), (f) pest control products, (g) air cleaning products, or (h) cleaning and hygiene utensils and paper products (including tools, pads, cloths, cutting boards and the like), which in each case are marketed or sold under a Consumer Brand to for ultimate use by Professional End-Users including reformulated, modified and repackaged for use by Professional End-Users.
“VAT”	means in relation to any jurisdiction within the European Community, the tax imposed by the Sixth Council Directive of the European Communities (77/388/EC) and any national legislation implementing that directive together with legislation supplemental thereto and, in relation to any other jurisdiction, the equivalent tax (if any) in that jurisdiction.
“Wilful Breach”	means a deliberate failure by the controlling and directing body or individual of a party to perform such party’s obligations or breach by the controlling and directing body or individual of a party under this agreement, including (without limitation) any such obligations relating to the delivery of or the procurement of the delivery of or the payment for agency services.
“Working Hours”	means 9.00 a.m. to 5.00 p.m. (local time) on a Business Day.

1.2  Except as otherwise defined herein, capitalised terms used in this agreement have the meanings as given to them in the Purchase Agreement.

1.3  Throughout this agreement, whenever the knowledge of a member of the CMI Group is called for, such as in phrases like “known to the CMI Affiliate” or “a CMI Affiliate is aware” it shall refer exclusively to the knowledge of a manager in a jurisdiction.

SCHEDULE 2

AFFILIATES AND FEE AND RELATED INFORMATION

Euros 000s @ LTM June exchange rate	Annual Sales Threshold local currency	Annual Sales Threshold (euros)	% of total group	Base Year Sales local currency	Base Year Sales (euros)	% of total group	Local Additional Agency Fee (euros)	Local Additional Agency Fee (local currency)	Agency Fee-Base	Agency Fee- Reduced
Total DiverseyLever		169,916			226,554		[**]
Finland	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Sweden	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Denmark	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Germany	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Ireland	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
United Kingdom	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Austria	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Switzerland	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Netherlands	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Belgium	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Spain	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Portugal	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
France	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Italy	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Greece	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Turkey	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Czech Republic	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Slovakia	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Poland	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Russia	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Hungary	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Romania	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
USA Other	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Puerto Rico	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Canada Other	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Argentina	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Brazil	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Chile	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Colombia	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Mexico	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Kenya	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Morocco	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
South Africa	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Israel	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Australia	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
New Zealand	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Hong Kong	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Taiwan	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Malaysia	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Singapore	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Thailand	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Indonesia	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
Philippines	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]
India	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]	[**]

For the avoidance of doubt, this Schedule 2 shall control in the event of any discrepancies with any local agreement between a CMI Affiliate and a Unilever Affiliate.

TERRITORY Asset/Share Sale	UNILEVER AFFILIATE (Organization)	CMI AFFILIATE (Organization)
Argentina (S)	Unilever de Argentina S.A. (Argentina)	DiverseyLever de Argentina S.A. (Argentina)
Australia (S)	Unilever Australia Limited (Australia)	Johnson Wax Professional Australia Pty. Ltd. (Australia)
Austria (A)	Oesterreichische Unilever GmbH/Division LeverFabergé (Austria)	Johnson Diversey Austria Trading GmbH (Austria)
Belgium (A)	NV Unilever Belgium S.A. (Belgium)	Johnson Diversey Belgium BVBA (Belgium)
Brazil (S)	IGL Industrial Ltda. (Brazil)	DiverseyLever Brasil Ltda. (Brazil)
Canada (A)	Unilever Canada, division of UL Canada Inc. (Ontario, Canada)	Johnson Wax Professional, Inc. (Canada)
Chile (S)	Unilever Chile S.A. (Chile)	Johnson Wax Professional de Chile Limitada (Chile)
Colombia (A)	Unilever Andina Colombia S.A. (Colombia)	JohnsonDiversey Colombia Ltda. (Colombia) (new name)
Czech Republic (S)	Unilever CR, Sprl. s.r.o. (Czech Republic)	DiverseyLever s.r.o. (Czech Republic)
Denmark (A)	Unilever Danmark A/S (Glostrup, Denmark)	Johnson Wax Professional Ltd. (UK branch)
Finland (A)	Suomen Unilever OY (Helsinki, Finland)	Johnson Wax Professional Ltd. (UK branch)
France (S)	Lever Fabergé France (France)	DiverseyLever S.A. (France)
Germany (S)	LeverFabergé Deutschland GmbH (Germany)	DiverseyLever GmbH (Germany)
Greece (A)	Unilever Hellas AEBE (Greece)	Johnson Wax Professional Hellas, Ltd. (Greece)
Hong Kong (S)	Unilever Hong Kong Limited (Hong Kong)	DiverseyLever (Hong Kong) Limited (Hong Kong)
Hungary (A)	Unilever Hungary Ltd (Hungary)	Johnson Diversey Hungary Kft. (Hungary)
India (A)	Hindustan Lever Ltd (India)	Johnson Wax Professional India Private Limited (India)
Indonesia (A)	PT Unilever Indonesia Tbk (Republic of Indonesia)	PT JohnsonDiversey Indonesia (Republic of Indonesia) (new name)
Ireland (S)	Lever Faberge (Ireland) Limited (Ireland)	Diversey (Ireland) Limited (Ireland)
Israel (S)	Lever Israel Ltd (Israel)	DiverseyLever Israel Ltd. (Israel)
Italy (S)	Unilprof S.r.l. (Italy)	Diversey S.p.A. (Italy)
Kenya (S)	Unilever Kenya Limited (Kenya)	DiverseyLever East Africa Limited (Kenya)
Malaysia (S)	Unilever (Malaysia) Holdings Sdn. Bhd. (Malaysia)	DiverseyLever (Malaysia) Sdn. Bhd. (Malaysia)
Mexico (S)	Unilever de Mexico S.A. de C.V. (Mexico)	Diversey Mexico S.A. de C.V. (Mexico)
Morocco (S)	Unilever Maghreb S.A. (Morocco)	DiverseyLever Maroc S.A. (Morocco)

46

TERRITORY Asset/Share Sale	UNILEVER AFFILIATE (Organization)	CMI AFFILIATE (Organization)
The Netherlands (S)	Lever Fabergé Nederland B.V. (The Netherlands)	DiverseyLever B.V. (The Netherlands)
New Zealand (S)	Unilever New Zealand Limited (New Zealand)	Johnson Wax Professional New Zealand Limited (New Zealand)
Philippines (S)	Unilever Philippines Corporation (Philippines)	DiverseyLever (Philippines) Corporation (Philippines)
Poland (S)	Unilever Polska S.A. (Poland)	DiverseyLever Sp. Z.o.o. (Poland)
Portugal (S)	LeverElida (Portugal)	DiverseyLever-Sistemas de Higiene e Limpeza S.A. (Portugal)
Puerto Rico (A)	Unilever de Puerto Rico, Inc.	Johnson Diversey Puerto Rico, Inc. (U.S.)
Romania (A)	Unilever South Central Europe S.R.L. (Romania, registered with Register of Commerce Prahova)	Johnson Diversey Romania S.R.L. (Romania)
Russia (A)	OOO Unilever SNG (Russia)	Johnson Diversey LLC (Russia)
Singapore (A)	Unilever Singapore Pte Ltd (Singapore)	Johnson Wax Professional Singapore Pte. Ltd. (Singapore)
Slovakia (A)	Unilever Slovenska s.r.o. (Slovak Republic)	Johnson Diversey Slovakia, s.r.o. (Slovakia)
South Africa (S)	Unilever South Africa (Pty) Ltd (South Africa)	DiverseyLever (Proprietary) Limited (South Africa)
Spain (S)	Unilever Espana S.A. (Spain)	DiverseyLever S.A. (Spain)
Sweden (S)	LeverFabergé AB (Sweden)	DiverseyLever AB (Sweden)
Switzerland (A)	LeverFabergé AG (Switzerland)	Johnson Wax Professional B.V. (Dutch branch)
Taiwan (A)	Unilever Taiwan Ltd. (Taiwan)	Johnson Wax Professional Taiwan Co., Ltd. (Taiwan)
Thailand (A)	Unilever Thai Holdings Limited (Thailand)	Johnson Wax Professional Ltd. (Thailand)
Turkey (S)	LeverElida Temizlik Ve Kisisel Bakim Ürünleri Sanayi Ve Ticaret A.S. (Turkey)	Diversey Kimya Sanayi ve Ticaret A.S. (Turkey)
U.K. (S)	Lever Fabergé Limited (U.K.)	Johnson Wax Professional Ltd. (U.K.)
United States (A and S)	Conopco, Inc. (New York, U.S.)	S.C. Johnson Commercial Markets, Inc. (Delaware, U.S.)

SCHEDULE 4

AGENCY FEE

1.  The aggregate amount of the Base Agency Fee payable in respect of a calendar month to any CMI Affiliate shall be equal to the specified percentage (set forth on schedule 2) for its Territory of the Net Proceeds of Sale made by that CMI Affiliate as agent of the relevant Unilever Affiliates for such calendar month, subject to adjustment as follows.

2.  To the extent that the Net Proceeds of Sale of any CMI Affiliate as agent of the relevant Unilever Affiliates for any calendar year exceed the Base Year Sales for such CMI Affiliate’s Territory, the aggregate amount of the Base Agency Fee payable in respect of such excess shall be equal to the specified percentage (set forth on schedule 2 and as calculated on schedule 10 (the “Reduced Agency Fee”) for its Territory of such excess.

3.  Each CMI Affiliate shall ensure that the amount of the Agency Fee stated in any invoice submitted by it in accordance with clause 8.3 shall be consistent with the principles set out in paragraphs 1 and 2 above. For the avoidance of doubt, the parties acknowledge and agree that:

(A)  initially in any calendar year, any such invoices are likely to reflect a Agency Fee payable at the rate shown in paragraph 1 above;

(B)  in any invoice for a calendar month in which the aggregate Net Proceeds of Sale of the relevant CMI Affiliate for the relevant calendar year to date have exceeded the Base Year Sales for such CMI Affiliate’s Territory, the Base Agency Fee will be payable at the specified percentage shown in paragraph 1 above (to the extent it relates to Net Proceeds of Sale up to the amount of the Base Year Sales) and at the specified percentage shown in paragraph 2 above (to the extent it relates to Net Proceeds of Sale in excess of the Base Year Sales); and

(C)  in any remaining calendar months of the relevant calendar year, the Reduced Agency Fee for such Territory will be payable at the rate shown in paragraph 2 above.

4.  The parties acknowledge and agree that the Agency Fee payable from time to time under this agreement has been structured to take account of the provision of after-sales technical support and customer care relating to the Products by the CMI Affiliates, as more particularly described elsewhere in this agreement.

SCHEDULE 6

ADDITIONAL AGENCY FEE

1.  (A)  The aggregate amount of the Additional Agency Fee shall be [**] subject to clause 12.2 and to adjustment in accordance with the provisions of this schedule.

(B)  The maximum aggregate amount of Additional Agency Fee payable under this agreement in respect of any individual Territory shall (subject to clause 12.2) be the Local Additional Agency Fee.

2.  (A)  Where this agreement terminates in whole (and not only as regards one or more specified Territories), the Unilever Affiliate in each Territory shall pay the Local Additional Agency Fee (if any) applicable to such termination to CMI (and/or any relevant CMI Affiliates) within 30 Business Days of the date of such termination.

(B)  Where the Unilever Parties or any of their respective Affiliates terminate this agreement as it relates to the promotion and sale of the Products in one or more but not all of the Territories, the CMI Affiliate in each Territory the subject of such termination shall have the right, on 30 Business Days’ prior written notice to the Unilever Affiliate in its Territory, to require such Unilever Affiliate to pay to it an amount equal to the Local Additional Agency Fee for such Territory (less an amount equal to the aggregate of all (if any) payments of the Local Additional Agency Fee previously made for such Territory). Such payment shall, if such CMI Affiliate shall so request on reasonable notice to such Unilever Affiliate, be made in the local currency of the relevant Territory at the closing mid-point spot rate of exchange between the euro and the relevant local currency quoted by Barclays Bank plc on the immediately preceding Business Day in London, England.

3.  (A)  Where during the term of this agreement the CMI Affiliate in any Territory does not meet the Base Year Sales for such Territory for any calendar year, such CMI Affiliate shall have the right, on 30 Business Days’ prior written notice to the Unilever Affiliate in such Territory, to require such Unilever Affiliate to pay to it some or all of the Additional Agency Fee for such Territory in accordance with this paragraph 3 (and subject to paragraph 1(B) above). Such payment shall, if such CMI Affiliate shall so request on reasonable notice to such Unilever Affiliate, be made in the local currency of the relevant Territory at the closing mid-point spot rate of exchange between the euro and the relevant local currency quoted by Barclays Bank plc on the immediately preceding Business Day in London, England.

(B)  The maximum amount of any such payment as may be requested by the relevant CMI Affiliate pursuant to paragraph 3(A) shall (save as otherwise provided in this paragraph 3) be equal to such percentage of the Local Additional Agency Fee for such Territory as is equal to the percentage of the Base Year Sales for such Territory and calendar year by which the Net Proceeds of Sale for such Territory and calendar year fell short of such Base Year Sales.

(C)  The Unilever Parties and their respective Affiliates shall not be obliged to make any payment to any CMI Affiliate in accordance with this paragraph 3 where the amount of such payment would be less than 10% of the Local Additional Agency Fee for such Territory.

(D)  Following the making of any payment by a Unilever Affiliate in accordance with this paragraph 3, the Base Year Sales for such Unilever Affiliate’s Territory shall be reduced to an amount equal to the Net Proceeds of Sale for such Territory for the calendar year for which such payment was made.

4.  Where the Unilever Parties or any of their respective Affiliates shall have made one or more payments to CMI or any of its Affiliates in accordance with paragraph 3 above in respect of a Territory, the aggregate

amount of the Local Additional Agency Fee payable on termination of this agreement in respect of such Territory shall be reduced by an amount equal to the aggregate of all such payments. In the event that the amount so paid by the Unilever Parties or any of their respective Affiliates (together with such interest) exceeds the relevant Local Additional Agency Fee, the Unilever Parties and their respective Affiliates shall not be obliged to make any further payment in respect of the relevant Local Additional Agency Fee and CMI shall (on behalf of the relevant CMI Affiliates) pay an amount equal to such excess to the Unilever Parties (as trustees for each relevant Unilever Affiliate).

5.  Where on the termination of this agreement (whether in whole or only as regards one or more Territories) or otherwise any employee of CMI or any of its Affiliates shall (whether by operation of law or otherwise) become an employee of either of the Unilever Parties or any of their respective Affiliates or of any third party assuming (whether as agent of the Unilever Parties or otherwise) the responsibilities of CMI and its Affiliates under this agreement, the amount of the Additional Agency Fee (or any Local Additional Agency Fee) shall be reduced by an amount equal to the aggregate of the final annual salary of the affected employee plus pensions costs for such employee calculated on a basis consistent with that used for the purpose of determining the Base Agency Fee for the first year of the term of this agreement, multiplied by the relevant regional factor taken into account in determining the amount of the Local Additional Agency Fee for the relevant Territory, less an amount equal to the actual severance costs (if any) incurred by CMI or any relevant CMI Affiliate in connection with such transfer of the employment of such employee. Where in the case of any affected employee such costs vary significantly from year to year, such total annual cost will be deemed to be the average total annual cost of employing that employee (or, where he has been replaced, his predecessor) in the previous two financial years).

6.  Save for any amounts payable by the Unilever Parties or any of their respective Affiliates in accordance with clause 16, nothing in this agreement shall require the Unilever Parties or any of their respective Affiliates to pay to CMI or any of its Affiliates an aggregate amount on termination of this agreement through effluxion of time exceeding the Additional Agency Fee.

7.  The Unilever Parties and their respective Affiliates shall be entitled from time to time to set off against any payment of the Additional Agency Fee (or any Local Additional Agency Fee) an amount equal to the aggregate of:

(A)  any outstanding payment in respect of Net Proceeds of Sale owing to any relevant Unilever Affiliate (after allowing for set-off of any Agency Fee payable in respect thereof);

(B)  any other outstanding payment due to any relevant Unilever Affiliate under this agreement (including, without limitation, under clauses 9.9 and 16); and

(C)  any amount which the relevant Unilever Affiliate reasonably determines would or might be payable to it either in respect of any such Net Proceeds of Sale or otherwise under this agreement (including, without limitation, under clause 16).

IN WITNESS of which this document has been executed on the date which first appears on page 1 above.

Signed by	/s/    FRANCISCO SANCHEZ
for and on behalf of S.C. JOHNSON COMMERCIAL MARKETS, INC. for itself and as agent for each CMI Affiliate

Signed by	/s/    ROBERT LEEK
for and on behalf of UNILEVER N.V. for itself and as agent for each Unilever Affiliate

Signed by	/s/    ROBERT LEEK
for and on behalf of UNILEVER PLC for itself and as agent for each Unilever Affiliate

EX-10.6

Exhibit 10.6

STOCKHOLDERS’ AGREEMENT

among

JOHNSON PROFESSIONAL HOLDINGS, INC.,

COMMERCIAL MARKETS HOLDCO, INC.

and

MARGA B.V.

Dated as of May 3, 2002

TABLE OF CONTENTS

	Page
ARTICLE I    DEFINITIONS	2
1.1      Certain Definitions	2
1.2      Construction	24
1.3      Currency	25
ARTICLE II    ORGANIZATION	25
2.1      Certificate of Incorporation and Bylaws	25
2.2      Headquarters	25
ARTICLE III    STOCKHOLDERS	25
3.1      Stockholders	25
3.2      Purchase of Shares	26
ARTICLE IV    MANAGEMENT OF THE COMPANY	26
4.1      The Board	26
4.2      Size of the Board; Term	27
4.3      Nomination of Directors	27
4.4      Vacancies; Removal	28
4.5      Committees	30
4.6      Election Meetings	30
4.7      Chairman of the Board	30
4.8      Board Meetings	31
4.9      Compensation	32
4.10    Veto Matters	32
4.11    Annual Budgets	36
4.12    Strategic Plan	37
4.13    Material Legal Proceedings	37
4.14    Bankruptcy Events	37
4.15    Interview Rights	38
ARTICLE V    REPRESENTATIONS AND WARRANTIES	38
5.1      Organization	38
5.2      Authority	38
5.3      Consents and Approvals	38
5.4      No Violations	38
5.5      Litigation	39
5.6      Securities	39
5.7      No Registration	40
5.8      Investment Company Act	40
5.9      Survival	40
ARTICLE VI    COVENANTS	40
6.1      Financial Statements and Other Information	40

6.2      Maintenance of Books	41
6.3      Biannual Review	41
6.4      Confidentiality	41
6.5      Public Disclosures	43
6.6      Directors’ and Officers’ Insurance; Indemnification	44
6.7      Compliance with Agreement	44
6.8      Information	44
6.9      Certain Indemnication	44
6.10    Registers of Holders	44
6.11    Tax Residence	44
ARTICLE VII    TRANSFERS	45
7.1      Restrictions on Transfer of Shares	45
7.2      Approved Sale; Drag Along	45
7.3      Certain Permitted Transfers	46
7.4      Stockholders Leaving Groups	47
7.5      Termination of Restrictions	47
7.6      Void Transfers	47
7.7      Legend	47
7.8      Lock-up; Registration Rights	48
ARTICLE VIII    PUT AND CALL RIGHTS	48
8.1      Put Right	48
8.2      Put Price	48
8.3      Put Closing	49
8.4      Termination and Limitations of Put Rights	50
8.5      Call Right	52
8.6      Call Closing	53
8.7      Purchase Terms	53
8.8      Adjustment of Fair Market Value	54
8.9      Determination of Fair Market Value	54
8.10      Expert Determination of Applicable EBITDA	55
8.11      Expert Determination of Base Value	56
8.12      Information	57
8.13      Failure by the Company to Acquire Shares	57
8.14      Priority of Put and Call Rights	59
8.15      Exit Planning	60
8.16      Agency Adjustment	60
8.17      Contingent Payments	60
ARTICLE IX    TERMINATION	60
9.1        Termination	60
9.2        Prior Breach	60
ARTICLE X    GENERAL PROVISIONS	61
10.1      No Offset	61
10.2      Notices	61

ii

10.3      Entire Agreement	62
10.4      Effect of Waiver or Consent	62
10.5      Amendment, Modification or Waiver	62
10.6      Binding Effect	62
10.7      Specific Performance	62
10.8      Governing Law; Severability	62
10.9      Notice to Stockholders of Provisions	63
10.10    Counterparts	63
10.11    Consent to Jurisdiction and Service of Process	63
10.12    Waiver of Jury Trial	63
10.13    Parties in Interest	64
10.14    Fees and Expenses	64
10.15    No Partnership	64
10.16    Supremacy	64
10.17    Exit Note	65

iii

SCHEDULES AND EXHIBITS:

SCHEDULE A	Stockholders, Share Ownership and Share Consideration
SCHEDULE B	Certain Disclosures
EXHIBIT 1	Excluded Transactions
EXHIBIT 2	Form of Assumption Agreement
EXHIBIT 3	Term Sheet For The Exit Note
EXHIBIT 4	Definition of Ebitda
EXHIBIT 5	New Certificate of Incorporation
EXHIBIT 6	New Bylaws
EXHIBIT 7	Agreed Dividend Policy
EXHIBIT 8	Material Benefit Plans
EXHIBIT 9	Contingent Payments
EXHIBIT 10	Certain Indemnification
EXHIBIT 11	Net Debt Adjustments
EXHIBIT 12	Committee Charters

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STOCKHOLDERS’ AGREEMENT

This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of May 3, 2002, is by and among Johnson Professional Holdings, Inc., a Delaware corporation (the “Company”), Commercial Markets Holdco, Inc., a Wisconsin corporation (“Holdco”), and Marga B.V., a company organized under the laws of The Netherlands (“Marga”) and an indirect, wholly-owned subsidiary of Unilever N.V., a company organized under the laws of The Netherlands (“Unilever NV”). Marga, together with Holdco and such other Persons listed on Schedule A (as such schedule may be amended from time to time), including any Permitted Transferees, are referred to collectively as the “Stockholders” and each individually as a “Stockholder.”

RECITALS

WHEREAS, the Company, which was formed by the filing on November 8, 2001 of a Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate”), has been a wholly-owned subsidiary of Holdco at all times prior to the date hereof;

WHEREAS, on November 20, 2001, the Company, S.C. Johnson Commercial Markets, Inc. a Delaware corporation (“CMI”) and a wholly-owned (except for one share) subsidiary of the Company, and Conopco, Inc., a New York corporation (“Conopco”) and an indirect, wholly-owned subsidiary of Unilever entered into a Purchase Agreement (the “Purchase Agreement”) providing for, among other things, (i) Conopco paying or causing to be paid the Subscription Payment (as defined in the Purchase Agreement) in exchange for the issuance by the Company to Marga of the number of Class B Shares (as hereinafter defined) set forth opposite Marga’s name on Schedule A as of the date hereof and (ii) the execution of this Agreement to set forth provisions relating to, among other things, the governance of the Company and various other rights and obligations of the Company and the Stockholders;

WHEREAS, Conopco has caused Marga to pay the Subscription Payment to the Company pursuant to the Purchase Agreement, and Unilever NV has guaranteed the performance by Conopco of its obligations thereunder and by the Unilever Stockholder of its obligations hereunder, in each case pursuant to a Guarantee of Performance and Indemnity Agreement, dated as of November 20, 2001;

WHEREAS, Marga shall initially be the Unilever Stockholder; and

WHEREAS, on or before the date hereof, Holdco shall have transferred to the Company, as an additional capital contribution, $25 million in the form of cash in consideration for which the Company issued additional Class A Shares (as hereinafter defined), which are included in the number of Class A Shares set forth opposite Holdco’s name on Schedule A as of the date hereof.

NOW, THEREFORE, the Company and the Stockholders agree as follows:

ARTICLE I

DEFINITIONS

1.1   Certain Definitions.    Terms used in this Agreement with initial capital letters that are not defined in this Agreement shall have the meanings given to them in the Purchase Agreement. As used in this Agreement, the following terms have the following meanings:

“144A Notes” means the 9.625% Senior Subordinated Notes due 2012 of CMI in the aggregate principal amount of $300,000,000 (the “Dollar Notes”) and the 9.625% Senior Subordinated Notes due 2012 of CMI in the aggregate principal amount of EUR 225,000,000 (the “Euro Notes”) in each case, issued on the Closing Date.

“144A Notes Indentures” means the Indenture dated as of the Closing Date between CMI and BNY Midwest Trust Co., as trustee, providing for the issuance of the Dollar Notes and the Indenture dated as of the Closing Date between CMI and The Bank of New York, as trustee, providing for the issuance of the Euro Notes, in each case, as amended or supplemented from time to time.

“Accounting Expert” means a firm of internationally recognized independent public accountants (other than the then current auditors of the Company, the Unilever Stockholder or Unilever) mutually selected by the Unilever Stockholder and the Company or, if the Unilever Stockholder and the Company fail to agree within ten Business Days after commencing discussions thereon, (a) the public accounting firm of Ernst & Young, LLP or any successor organization, subject to clearance of any conflicts of interest, (b) if Ernst & Young, LLP is conflicted, the public accounting firm of KPMG, LLP or any successor organization, subject to clearance of any conflicts of interest, and (c) if KPMG, LLP is conflicted, the public accounting firm of Deloitte & Touche LLP, or any successor organization, subject to clearance of any conflicts of interest.

“Accounts Receivable Securitization Facility” means (a) the Receivables Sale Agreement, dated as of March 2, 2001, between CMI and JWPR Corporation, (b) the Receivables Sale Agreement, dated as of March 2, 2001, between Polymer and JWPR Corporation, (c) the Receivables Sale Agreement, dated as of March 2, 2001, between U.S. Chemical Corporation and JWPR Corporation, (d) the Receivables Sale Agreement, dated as of March 2, 2001, between Whitmire and JWPR Corporation, (e) the Receivables Purchase Agreement, dated as of March 2, 2001, among JWPR Corporation, Falcon Asset Securitization Corporation and Bank One, NA, and (f) the Receivables Sale and Contribution Agreement, dated as of March 2, 2001, among Polymer, U.S. Chemical Corporation, Whitmire, CMI, JWP Investments, Inc. and JWPR Corporation, in each case, as amended, restated or supplemented on or prior to the date hereof, other than to increase the amount of Indebtedness available thereunder.

“Accreted Value” has the meaning set forth in the Note Indenture.

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“Accumulated Excess Pension Contributions” means the cumulative aggregate amount of all Pension Differential Contributions determined for all full and partial Fiscal Years, without duplication, during the period beginning on the date hereof and ending on the last day of the applicable Measurement Period; provided, however, that if such aggregate amount is negative, it shall be deemed to be zero.

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. Notwithstanding the foregoing, for the purposes of this Agreement, (a) no Unilever Group Member shall be regarded as an Affiliate of Holdco, any other Holdco Group Member or any Company Group Member, and (b) no Holdco Group Member shall be regarded as an Affiliate of Unilever, any Unilever Group Member or any Company Group Member.

“Affiliate Transaction” means any agreement, contract, arrangement or other transaction or series of related transactions (including, without limitation, any purchase, sale, transfer, assignment, lease, license, conveyance or exchange of assets or property, any merger, consolidation or similar transaction or any provision of any service) between or among (i) the Company or any Affiliate controlled by the Company (a “Company-Controlled Affiliate”), on the one hand, and (ii) any Holdco Group Member (other than the Company or a Company-Controlled Affiliate) or any director or officer of any such Holdco Group Member, on the other hand, that has an aggregate fair market value or pursuant to the terms thereof will result in aggregate expenditures or aggregate payments in excess of (a) with respect to agreements, contracts, arrangements and transactions that are not on arm’s length terms, $100,000 individually, or (b) with respect to agreements, contracts, arrangements and transactions that are on arm’s length terms, $2,000,000 individually, or (c) $100,000 individually (in the case of arm’s length agreements, contracts, arrangements and transactions) or $10,000 individually (in the case of non–arm’s length agreements, contracts, arrangements and transactions), as applicable, in each case in the event that Affiliate Transactions in excess of $10,000,000, collectively, have been entered into in the immediately preceding twelve months (each, an “Affiliate Maximum Amount”); provided, however, that Affiliate Transactions shall not include (A) transactions effected pursuant to (1) any Transaction Document, (2) any agreement, contract or arrangement set forth on Part A of Exhibit 1 as of the date of the Purchase Agreement, (3) any agreement, contract or arrangement on arm’s length terms set forth on Part B of Exhibit 1 as of the date hereof, (4) any agreement, contract or arrangement on arm’s length terms in effect, or entered into, on or prior to the date hereof that has an aggregate fair market value or pursuant to the terms thereof will result in aggregate expenditures or aggregate payments of less than $500,000 individually, and (5) any renewal, extension, amendment or modification of any of the foregoing which (x) is not material and does not provide for any price increases under such agreement, contract or arrangement in excess of 10% of then current prices, or (y) is automatically effective under the terms of such agreement, contract or arrangement as in effect on or prior to the date hereof), (B) any agreement, contract, arrangement or transaction with respect to the compensation of a director or officer of the Company or any Company-Controlled Affiliate approved by the Compensation Committee of the Board, and (C) any employment, non-competition, confidentiality or similar agreement entered into by the Company or any Company-Controlled Affiliate with a director, officer or employee of the Company or a Company-Controlled Affiliate in the Ordinary Course of Business. For purposes of this definition, “arm’s

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length terms” means terms that are no less favorable to the Company or such Company-Controlled Affiliate than those that could have been obtained in a transaction by the Company or such Company-Controlled Affiliate with a Person that is an independent third party.

“Agency Adjustment” means an amount equal to the product of (a) the annual net after interest, allocated with revenue as the key, and tax earnings of the Company attributable to amounts payable by Unilever pursuant to the New Agency Agreement (the “Annual Agency Earnings”), times (b) the number of years remaining in the Agency Term after the applicable Put Closing Date or Call Closing Date (as the case may be). Annual Agency Earnings shall be measured on the basis of the net after interest and tax earnings attributable to (a) amounts actually paid by Unilever during the applicable Measurement Period if the New Agency Agreement was in effect during the entirety of such Measurement Period, or (b) amounts estimated in good faith by the Company to be paid by Unilever during the first year of the New Agency Agreement if the New Agency Agreement was not in effect during the entirety of the applicable Measurement Period, based upon the terms and conditions of the New Agency Agreement and prior experience which is comparable to the experience the Company anticipates under the New Agency Agreement.

“Agency Term” has the meaning set forth in Section 8.16.

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“Annual Capital Budget” has the meaning set forth in Section 4.11.

“Annual Operating Budget” has the meaning set forth in Section 4.11.

“Applicable EBITDA” means the aggregate EBITDA during the applicable Measurement Period, calculated in accordance with Exhibit 4.

“Applicable Indebtedness” means the Indebtedness of the Company Group as of the last day of the applicable Measurement Period (measured on a consolidated basis in accordance with GAAP) as reflected on the financial statements of the Company as of such day.

“Applicable Law” means (a) all applicable and binding international, foreign, federal, European Union, national, supranational, state, regional or local laws, statutes and subordinate legislation, directives, rules, regulations, ordinances, zoning, building or other similar restrictions, orders, decisions, judgments or decrees, regulatory agreements or regulatory orders, (b) the common law and (c) the rules and regulations of any United States or foreign securities exchange.

“Applicable Rate” means a rate per annum (carried out to the fifth decimal place) equal to the offered rate that appears on a specified date (or, if it does not appear on such specified date, on the next preceding date on which it does appear) on the page of the Telerate Screen that displays an average British Banker’s Association Interest Settlement Rate for deposits in the applicable currency with a term of 180 days, plus 25 basis points.

“Approved Sale” has the meaning set forth in Section 7.2.

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“Approved Sale Notice Date” means the date on which notice is given to the Unilever Stockholder of an Approved Sale, which notice shall not be given more than 30 calendar days prior to the date the parties enter into a definitive and binding agreement for such Approved Sale.

“Assumption Agreement” means an agreement in substantially the form of Exhibit 2.

“Audit Committee Charter” means the statement of authority and powers of the Audit Committee of the Board as set forth in Part A of Exhibit 12 and to be adopted at the first regular meeting of the Board following the Closing Date, as such charter may be amended from time to time, subject to Section 4.10(a)(xiii).

“Bankruptcy Event” has the meaning set forth in Section 4.14.

“Bankruptcy Laws” has the meaning set forth in Section 4.14.

“Base Value” means the enterprise value of the Company Group, determined as of the last day of the applicable Measurement Period, as may be agreed to by the Unilever Stockholder and the Company or as otherwise determined pursuant to Sections 8.9, 8.10 and 8.11 in accordance with the Valuation Principles; provided, however, that the Base Value shall not be less than eight times the Applicable EBITDA.

“beneficial owner,” “beneficially own” and “beneficial ownership” means, with respect to any securities, (a) securities that the designated Person or any of such Person’s Affiliates is deemed to “beneficially own” within the meaning of Rule 13d-3 under the Exchange Act, as in effect on the date of this Agreement, and (b) any securities that such Person or any of such Person’s Affiliates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (written or oral), or upon the exercise of conversion rights, exchange rights, rights, warrants or options or otherwise (it being understood that such Person will also be deemed to be the beneficial owner of the securities convertible into or exchangeable for such securities).

“Board” means the Board of Directors of the Company.

“Business” means (a) the business of manufacturing, marketing, distributing, developing and selling building maintenance, cleaning, pest elimination, laundry, warewashing, food hygiene and sanitation products, plastic additives and polymer intermediates to, or for ultimate use by, Customers, and (b) the business of developing, marketing, selling and providing facilities maintenance services for Professional End-Users. Without limiting the generality of the foregoing, the Business shall include the DiverseyLever Business (as defined in the Purchase Agreement).

“Business Day” means a day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York City, Amsterdam or London are authorized or required by Applicable Law to be closed; provided, that the days beginning on an including December 21 of each year and ending on and including January 2 of each year shall not constitute Business Days.

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“Business Plan” has the meaning set forth in Section 4.11.

“Business Plan Meeting” has the meaning set forth in Section 4.11.

“Call Closing” has the meaning set forth in Section 8.6.

“Call Closing Date” has the meaning set forth in Section 8.6.

“Call Notes” has the meaning set forth in Section 8.5.

“Call Notice” has the meaning set forth in Section 8.5.

“Call Option” has the meaning set forth in Section 8.5.

“Call Shares” has the meaning set forth in Section 8.5.

“Cash” means the cash (or cash equivalents) balance of the Company Group as of the last day of the applicable Measurement Period (measured on a consolidated basis in accordance with GAAP).

“Certificate” has the meaning set forth in the first recital to this Agreement.

“Certified Applicable EBITDA” has the meaning set forth in Section 8.10.

“Certified Base Value” has the meaning set forth in Section 8.11.

“Certified Cash Flows” has the meaning set forth in Section 8.10.

“Chairman” means the chairman from time to time of the Board.

“Charter Documents” means the New Certificate and the New Bylaws.

“Chief Executive Officer” means the chief executive officer from time to time of the Company.

“Chief Financial Officer” means the chief financial officer from time to time of the Company.

“Class A Common Stock” means (a) the Class A Common Stock, par value $0.01 per share, of the Company, and (b) any equity securities issued with respect to any such Class A Common Stock by way of a stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization, or otherwise.

“Class A Shares” means shares of Class A Common Stock.

“Class B Common Stock” means (a) the Class B Common Stock, par value $0.01 per share, of the Company, and (b) any equity securities issued with respect to any such Class B Common Stock by way of a stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization, or otherwise. The Class

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B Common Stock shall have a liquidation preference equal to the Share Price (the “Class B Liquidation Preference”). The Class B Common Stock shall be identical to the Class A Common Stock in all respects, other than the Class B Liquidation Preference.

“Class B Shares” means shares of Class B Common Stock.

“Closing Date” means the date of this Agreement.

“CMI” has the meaning set forth in the second recital to this Agreement.

“CMI Business” shall mean (a) the business of manufacturing, marketing, distributing, developing and selling building maintenance, cleaning, pest elimination, laundry, warewashing, food hygiene and sanitation products, plastic additives and polymer intermediates to Customers, and (b) the business of developing, marketing, selling and providing facilities maintenance services for Professional End-Users, in the case of (a) and (b), as conducted by the Company, its Subsidiaries (excluding, prior to the Closing Date, the “Companies” sold to the Company pursuant to the Purchase Agreement, but including them thereafter) and any other Persons that are controlled, directly or indirectly, by the Company.

“Common Stock” means the Class A Common Stock and Class B Common Stock.

“Common Stock Equivalents” means any options, warrants or other rights, agreements, arrangements or commitments of any character obligating the Company or any of its Subsidiaries to issue or sell any shares of capital stock of or other equity interests in the Company or any of its Subsidiaries, or any securities or obligations convertible into, or exchangeable for, any such shares of capital stock or other equity interests, or obligating the Company or any of its Subsidiaries to grant, extend, or enter into any such right, agreement, arrangement or commitment, other than the issuance of any of the foregoing by any Subsidiary of the Company to the Company or any other Subsidiary of the Company.

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Group” means the Company and any Subsidiaries of the Company from time to time.

“Company Group Member” means any member of the Company Group.

“Compensation Committee Charter” means the statement of authority and powers of the Compensation Committee of the Board as set forth in Part B of Exhibit 12 and to be adopted at the first regular meeting of the Board following the Closing Date, as such charter may be amended from time to time, subject to Section 4.10(a)(xii).

“Confidential Information” has the meaning set forth in Section 6.4.

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“Confidentiality Agreements” means the Letter Agreement, dated as of December 20, 2000, between Unilever United States, Inc. and CMI, as amended, and the Joint Defense Agreement, dated as of June 1, 2001, between Unilever NV, Unilever PLC and CMI.

“Conflicting Provisions” has the meaning set forth in Section 10.16.

“Conopco” has the meaning set forth in the second recital to this Agreement.

“Contingent Payment Amount” has the meaning set forth on Exhibit 9.

“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of another Person whether through the ownership of securities, by contract or agency, or otherwise, it being understood, without prejudice to the generality of the foregoing, that a Person shall be presumed to have control of an Entity when such Person has direct or indirect ownership of more than 50% of the Total Voting Power or general partnership interests or voting interests in such Entity, and the terms “controlling,” “controlled by” and “under common control with” shall be construed accordingly.

“Credit Agreement” means the Credit Agreement, dated as of the Closing Date, among S.C. Johnson Commercial Markets, Inc., Johnson Wax Professional, Inc., a company organized under the laws of Canada, Johnson Professional Co., Ltd., a company organized under the laws of Japan, and Johnson Diversey Netherlands II B.V., a company organized under the laws of the Netherlands, each as a borrower, Johnson Professional Holdings, Inc., the lenders and issuers party thereto, as lenders, Citicorp USA, Inc., as administrative agent for such lenders, Goldman Sachs Credit Partners L.P., as syndication agent for the Senior Lenders, and ABN Amro Bank N.A., Bank One N.A., Royal Bank of Scotland PLC, New York Branch and General Electric Capital Corporation, each as a co-documentation agent for such lenders, as amended, restated, supplemented or otherwise modified from time to time.

“Credit Documents” means the Credit Agreement and any and all notes, guarantees, security agreements, pledge agreements, mortgages, deposit account control agreements, fee letters, letter of credit reimbursement agreements, foreign exchange or currency swap agreements, each hedging contract to which the Company, or a subsidiary of the Company, and a lender under the Credit Agreement (or an affiliate) is a party, each agreement pursuant to which a lender under the Credit Agreement (or an affiliate) provides cash management services to the Company, or a subsidiary of the Company, other agreements delivered by the Company, or a subsidiary of the Company, granting a lien on or security interest in any of its property to secure payment of the Company’s, or such subsidiary’s, obligations under the Credit Agreement other documents, instruments or agreements entered into in connection with or pursuant to the foregoing, and any and all documents, instruments or agreements evidencing or securing the amendment, refinancing, modification, replacement, renewal, restatement, refunding, deferral, extension, supplement, reissuance or resale thereof.

“Cumulative Special Funding Adjustment” means the amount of contributions paid, during the period beginning on the date hereof and ending on the last day of the applicable Measurement Period, in respect of an unfunded pension arrangement to a fund for the purpose of prefunding such benefits as are provided under the unfunded pension arrangements, other than as

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may be required by Applicable Law. All such contributions in a local jurisdiction shall initially be expressed in the relevant local currency but shall be converted into dollars as of the last day of each Fiscal Year (and, if the applicable Measurement Period is not a Fiscal Year, the last day of such Measurement Period). Each such conversion shall be calculated using (1) the applicable exchange rate as published in the “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any successor column), as appearing in the Financial Times on the last day of the applicable Fiscal Year or Measurement Period, or (2) if the Financial Times is not published or such column does not appear on such date, the applicable exchange rate on the immediately preceding date on which the Financial Times is so published and such column appears, or (3) if an exchange rate for the relevant local currency is not so published, such rate as the Company’s independent auditors and Unilever’s independent auditors shall mutually agree by reference to generally accepted, published exchange rates for such currency into dollars as at, or as near as possible to, the last day of the applicable Fiscal Year or Measurement Period.

“Customer” means (a) Professional End-Users and (b) any wholesaler, distributor, “cash and carry” outlet or similar reseller who purchases products sold by the Business, in each case described in clause (b), for the purpose of resale, either directly or indirectly, to Professional End-Users.

“DGCL” means the Delaware General Corporation Law, as amended from time to time.

“Directors” means the members of the Board.

“DiverseyLever Business Products” means (a) fabric care products, (b) machine warewashing products, (c) kitchen cleaning products, (d) personal care products, (e) building care products (including floorcare, washroom and roomcare cleaning products), (f) pest control products, (g) air cleaning products, (h) vehicle cleaning products, (i) open plant cleaning products, (j) commercial bottlewashing products, (k) track treatment products, (l) cleaning and hygiene products for intensive livestock, food and beverage processing and packaging, pasteurizer treatment, agriculture and dairy applications, (m) commercial floorcare and carpet care machines (including parts and accessories therefor), (n) cleaning and hygiene utensils and paper products for use by Professional End–Users (including tools, pads, cloths, cutting boards and the like), (o) commercial membrane cleaning products, (p) commercial cleaning in place products, (q) industrial water treatment products, (r) industrial lubricant, paper manufacturing, industrial surface cleaning and treatment, industrial maintenance and cleaning and other specialty manufacturing products, and (s) equipment used to dispense, dose, monitor or control any of the foregoing.

“EBITDA” has the meaning set forth on Exhibit 4.

“Eighth Year” means the eighth anniversary of the date hereof.

“Eighth Year Action” has the meaning set forth in Section 8.13.

“Eighth Year Put Closing Date” has the meaning set forth in Section 8.3.

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“Election Meeting” means any Stockholders Meeting held or to be held for the purpose of electing a Director or Directors to the Board.

“Entity” means any general partnership, limited partnership, corporation, association, cooperative, joint stock company, trust, limited liability company, business trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exit Note” shall mean a subordinated promissory note of the Company dated as of the Eighth Year Put Closing Date (a) in an aggregate principal amount equal to the Share Price as of the Eighth Year Put Closing Date, (b) bearing interest from the Eighth Year Put Closing Date to the maturity date at the Applicable Rate as of the Eighth Year Put Closing Date, payable in arrears on the maturity date, (c) having a final maturity date of (i) if the Unilever Stockholder’s Ownership Interest on the Eighth Year Put Closing Date is 10% or less, 1 year from the Eighth Year Put Closing Date, or (ii) if the Unilever Stockholder’s Ownership Interest on the Eighth Year Put Closing Date is more than 10%, 90 days from the Eighth Year Put Closing Date, and (d) providing for the terms and conditions, including, without limitation, the terms relating to ranking, subordination covenants, other terms and rights and remedies relative to other creditors of the Company Group, set forth on Exhibit 3. The holder of the Exit Note shall not transfer such Note to any other Person except (x) a Unilever Group Member of which Unilever has Unilever Required Control (subject to compliance with Sections 7.3 and 7.4, which Sections shall apply, mutatis mutandi, to the Exit Note), or (y) a Person that is previously approved in writing by the Company, which approval may be granted or withheld in the Company’s sole discretion.

“Experts” has the meaning set forth in Section 8.11.

“Fair Market Value” means (a) (i) the Base Value, minus (ii) the Net Debt Amount (or, if the Net Debt Amount is a negative number, plus the absolute value of the Net Debt Amount), minus (iii) all Repurchase Expenses to the extent not otherwise reflected in the Net Debt Amount and incurred on or prior to the applicable Put Closing Date or Call Closing Date multiplied by (b) (i) the number of Unilever Shares to be purchased by the Company divided by (ii) the total number of issued and outstanding Shares (on a Fully–Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given.

“Final Exit Date” means the date on which (a) the Company consummates the purchase from the Unilever Stockholder of Unilever Shares (whether for cash or in exchange for the Exit Note) in accordance with (i) the Unilever Stockholder’s exercise of its Put Option, or (ii) the Company’s exercise of its Call Option, or (b) the sale of Unilever Shares pursuant to an Approved Sale, Unilever Sale, Private Placement or other permitted Transfer is consummated, in each case such that immediately following such purchase or sale the Unilever Stockholder ceases to own any Class B Shares.

“Financial Advisors” has the meaning set forth in Section 8.9.

“Financial Expert” has the meaning set forth in Section 8.11.

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“Financing Agreements” means (a) the Credit Agreement and any Credit Document, (b) the 144A Notes and the 144A Notes Indenture, (c) the Note and the Note Indenture, (d) the Accounts Receivable Securitization Facility, (e) any other documents, indentures, notes, instruments and agreements entered into by the Company or any of its Subsidiaries (i) in connection with the 144A Notes and the 144A Notes Indenture, or (ii) on or prior to the date hereof, in connection with the Credit Agreement, the Note, the Note Indenture, the Accounts Receivable Securitization Facility or the transactions contemplated thereby, and (f) subject to the second proviso to Section 4.10(c)(i), any other documents, indentures, notes, instruments or agreements entered into in connection with a Refinancing, in the case of (a) through (f) above, as amended, restated, supplemented or otherwise modified from time to time.

“Fiscal Quarter” means each three-month period ending on the Friday nearest, in each case, March 31, June 30, September 30 or December 31, as the case may be.

“Fiscal Year” means the 12-month period ending on the Friday nearest June 30 or any other comparable date on which a Fiscal Quarter ends, as fixed by the Board from time to time for annual fiscal reporting purposes.

“Fixed Price Date” has the meaning set forth in Section 8.2.

“Full Representation Holding” means the beneficial ownership of Class B Shares representing in the aggregate at least 20% of the outstanding Shares.

“Fully-Diluted” means giving effect to the exercise or conversion of, or otherwise giving effect to the existence, on a pro forma basis, of any Common Stock Equivalents (other than Common Stock Equivalents which are convertible into, or exercisable or exchangeable for, Common Stock at a price greater than the Base Value for the applicable Measurement Period on a per share basis assuming only the Shares are outstanding) issued in accordance with Section 4.10, and assuming that such Common Stock Equivalents were exercised or converted.

“Funded Indebtedness” of the Company Group means on any date an amount equal to the aggregate outstanding principal amount of Indebtedness; provided, however, that Indebtedness in respect of the Note shall be excluded from the amount referred to above.

“GAAP” means U.S. generally accepted accounting principles, as in effect from time to time, consistently applied.

“Governmental Authority” means any governmental department, commission, board, bureau, agency, court, regulatory body or other instrumentality of competent jurisdiction of the United States, the European Union or any other country, or any state, region, jurisdiction, municipality or other political subdivision of a country or any other supranational organization of sovereign states.

“Group” means the Holdco Group, the Unilever Group or the Company Group, as the case may be.

“Holdco” has the meaning set forth in the introductory paragraph of this Agreement.

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“Holdco Directors” means Helen Johnson Leipold, S. Curtis Johnson, Clifford Louis and Gregory E. Lawton, each of whom is currently serving as a Director as of the date hereof, and any other Directors nominated by the Holdco Stockholder pursuant to Section 4.3(a)(ii).

“Holdco Group” means Holdco, its Affiliates from time to time and Johnson Family Members.

“Holdco Group Member” means any member of the Holdco Group.

“Holdco Note Indebtedness” has the meaning set forth in Section 4.10(c)(v).

“Holdco Required Control” means, with respect to a Person, (a) (i) if a corporation, the aggregate beneficial ownership by Holdco of securities representing at least 80% of the Total Voting Power in such Person and (ii) if an Entity other than a corporation, the aggregate beneficial ownership by Holdco of at least 80% of the partnership or other similar voting interest, and (b) the right to elect a majority of such Person’s board of directors or comparable governing body.

“Holdco Shares” means the Class A Shares originally issued to or hereafter acquired by any Holdco Group Member.

“Holdco Stockholder” means, collectively, the Holdco Group Members who from time to time hold Class A Shares.

“Incumbent Independent Directors” has the meaning set forth in the definition of “Independent Director” herein.

“Incur” means, with respect to any Indebtedness, to create, issue, incur (by merger, conversion, exchange or otherwise), assume, guarantee or become liable in respect of, or create any obligation to pay, such Indebtedness (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of the Company Group that exists at such time, and is not therefore classified as Indebtedness, becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness; provided, further, that any indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Company shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary of the Company; and provided, further, that amortization of discount of Indebtedness sold at a discount shall not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means the aggregate amount for the Company Group of all borrowings and indebtedness in the nature of borrowings (including, without limitation, financing, acceptance credits, borrowings under letter of credit facilities and similar transactions, discounting or similar facilities, finance leases, capital leases, loan stocks, bonds, debentures, notes, debt or inventory financing, sale and lease back arrangements, obligations incurred in connection with the acquisition of, or as the deferred purchase price for, property, assets or businesses, overdrafts, net obligations under any accounts receivable financing or securitization transactions, net obligations arising from hedging arrangements in respect of interest rates, currencies or raw materials or other commodities, whether or not accounted for on the balance

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sheet, or any other arrangements the purpose of which is to raise money, and all obligations of the type referred to above of other Persons the payment of which a Company Group Member is responsible for or liable (including as co-obligor, guarantor or otherwise), in each case to the extent of such responsibility or liability), in each case as reflected in the financial statements of the Company in accordance with GAAP or, if no financial statements are available as of the applicable date, as would be required to be so reflected on such financial statements prepared as of such date in accordance with GAAP, but excluding (a) trade and other accounts payable incurred in the ordinary course of business, and (b) obligations with respect to letters of credit securing obligations entered into in the ordinary course of business of the relevant Company Group Member to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Company Group Member of a demand for reimbursement following payment on the letter of credit.

“Indebtedness to EBITDA Ratio” means (a) the sum of (i) Funded Indebtedness as of the last day of the applicable Measurement Period (except to the extent such Indebtedness is to be repaid and/or refinanced in connection with a Refinancing on such day and is included in clause (ii) below), and (ii) all additional Funded Indebtedness incurred or to be incurred in connection with the applicable Refinancing as if such Refinancing had occurred on such day, divided by (b) the Applicable EBITDA.

“Indemnified Documents” shall mean (a) any registration statement (and any amendment or supplement thereto) under the Securities Act (“Registration Statement”), including any related preliminary prospectus or final prospectus, and exhibits and schedules thereto, (b) any information, documents and reports filed pursuant to the Exchange Act, and (c) any preliminary or final offering memorandum or other document provided to prospective investors and pursuant to which the Company offers and sells securities and under which there is liability under the Securities Act or the Exchange Act, in each case of or by any member of the Company Group and as amended or supplemented from time to time.

“Independence Questionnaire” means a director questionnaire signed by an Independent Director or an individual proposed to be nominated as an Independent Director assessing the criteria set forth in the definition of “Independent Director” herein with respect to such Director or nominee.

“Independent Director” means an individual other than (a) an officer or employee of the Company or any of its Subsidiaries, or (b) any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director, in each case at the time of his or her nomination and at any time thereafter. Except to the extent the Unilever Stockholder shall have waived in writing any of the criteria set forth below with respect to a particular individual nominated or elected to serve as an Independent Director (an “Independence Criteria Waiver”), the following individuals shall not be considered independent:

(i)  a Johnson Family Member;

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(ii)  an individual who is a member of the immediate family of a lineal descendant of Herbert F. Johnson Jr. or Henrietta Johnson Louis.;

(iii)  an individual who is employed by a Related Person or who has been employed by a Related Person at any time during the past two years;

(iv)  an individual who accepts any compensation from a Related Person in excess of $60,000 during the previous Fiscal Year, other than (a) compensation for board service, or (b) benefits under a retirement plan or program;

(v)  an individual who is a member of the immediate family of an individual who is, or has been in any of the past three years, employed by a Related Person as an officer;

(vi)  an individual who is a partner in, or a controlling shareholder or an executive officer of, any for-profit business organization to which a Related Person made, or from which a Related Person received, payments (other than those arising solely from investments in such Related Person’s securities) that exceed 5% of such Related Person’s or business organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past two years; and

(vii)  an individual who is employed as an executive officer of another Entity where any of the Company’s executive officers serve on that Entity’s compensation committee.

Notwithstanding the foregoing, (x) Todd Brown, Irene M. Esteves, Robert M. Howe, and Neal Nottleson, each of whom is, as of the date hereof, serving, or has agreed to serve, as a Director (the “Incumbent Independent Directors”), shall be deemed to be “Independent Directors,” as of the date hereof and thereafter, and (y) no Unilever Director shall be deemed to be an “Independent Director.” Except as otherwise agreed by the Holdco Stockholder and the Unilever Stockholder, an Independence Criteria Waiver, once given, shall remain in full force and effect as to the Director to which it relates to the extent and scope of the specific criteria so waived for the full term of such Director’s service as Director of the Company, and any renewal terms thereof. For purposes of this definition, “immediate family” means a person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and any other relative who resides in such person’s home.

“Initial Unilever Proposals” has the meaning set forth in Section 8.9.

“Initial EBITDA Proposal” has the meaning set forth in Section 8.9.

“Initial Put Notice” has the meaning set forth in Section 8.1.

“Initial Valuation Proposal” has the meaning set forth in Section 8.9.

“Intellectual Property” means all intellectual property, including, without limitation, (a) all patents, industrial and utility models and registered designs, including applications, provisional applications, reissues, divisions, continuations, continuations-in-part,

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renewals, re-examinations and extensions of the foregoing, and all forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, (b) trademarks, service marks, proprietary rights in trade names, trade dress, domain names, labels, logos, slogans and all other devices used to identify any product, service, business or company whether registered, unregistered or at common law, and any applications for registration or registrations thereof and all forms of protection of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in the world, (c) all proprietary know-how and trade secrets (including anything deemed a “trade secret” as defined under the Delaware Uniform Trade Secret Act (DEL. CODE ANN. tit. 6, §§ 2001 et seq. (2000))) held in any form, including all product specifications, processes, formulas, product designs, plans, ideas, concepts, inventions, manufacturing, engineering and other manuals and drawings, technical information, data, research records, customer and supplier lists and similar data and information, and all other confidential or proprietary technical and business information and (d) all copyrights and database rights (whether registered or unregistered and including applications for the registration of any such thing) and unregistered design rights and all forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.

“Johnson Family Member” means (a) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis or the spouse of any such person; (b) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in clause (a) above; and (c) an Entity controlled by one or more individuals or entities described in clauses (a) or (b) above; provided, however, that, for purposes of this Agreement, no Company Group Member shall be regarded as a Johnson Family Member. For the avoidance of doubt, S.C. Johnson & Son, Inc. and its Subsidiaries are, as of the date hereof, Johnson Family Members.

“Management Plan Documents” means the Commercial Markets Holdco, Inc. Amended and Restated Long-Term Equity Incentive Plan (the “Holdco Plan”), the Long Term Incentive Plan Operating Provisions—Senior Executive under the Holdco Plan and the form of Employment Agreement under the Holdco Plan.

“Marga” has the meaning set forth in the introductory paragraph of this Agreement.

“Material Legal Proceeding” means any Legal Proceeding (as defined in the Purchase Agreement) involving amounts that are not covered by insurance and are in excess of $10 million, other than any Legal Proceeding to which any Unilever Group Member is or is proposed to be a party opposed or having any interest adverse to, directly or indirectly, the Company Group Member which is a party to such Legal Proceeding.

“Measurement Period” means:

(a)  for purposes of any exercise of the Put Option, the twelve-month period ending on the last day of the most recent Fiscal Quarter covered by the most recent financial statements delivered by the Company pursuant to Section 6.1(b) or (c) on or

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prior to the date on which such Put Option is exercised, subject to clause (x) of Section 8.4(d);

(b)  for purposes of any exercise of the Call Option, the twelve-month period ending on the last day of the most recent Fiscal Quarter covered by the most recent financial statements delivered by the Company pursuant to Section 6.1(b) or (c) on or prior to the date on which such Call Option is exercised, subject to the proviso to Section 8.5(a) and the proviso to Section 8.5(b); and

(c)  for purposes of an Approved Sale, the twelve-month period ending on the last day of the most recent Fiscal Quarter immediately preceding the Approved Sale Notice Date.

For the avoidance of doubt, unless the Share Price is fixed in accordance with Section 8.4(d) or 8.5(a) or (b), the Measurement Period shall be reset each time a Put Notice or Call Notice is given or deemed given.

“Minimum Representation Holding” means the beneficial ownership of Class B Shares representing in the aggregate at least 5% of the outstanding Shares.

“Net Debt Amount” means Applicable Indebtedness, minus Cash, and as adjusted in accordance with Exhibit 11.

“Net Periodic Pension Cost” means net periodic pension cost as determined on a FAS 87, FAS 106 or FAS 112 basis as applicable (or if these accounting standards are not applicable, using principles consistent with these accounting standards) using the projected unit credit method.

“Net Proceeds” means the net proceeds, after payment of all Repurchase Expenses, of a Refinancing, any action in connection with a Partial Repurchase or an Eighth Year Action, as the case may be.

“New Agency Agreement” has the meaning set forth in Section 8.16.

“New Bylaws” has the meaning set forth in Section 2.1.

“New Certificate” has the meaning set forth in Section 2.1.

“New Material Benefit Plan” has the meaning set forth in Section 4.10.

“Non-Arm’s Length Terms” has the meaning set forth in Exhibit 4.

“Notes” means the 10.67% Senior Discount Notes due 2013 of the Company issued on the Closing Date, and any “Special Interest Notes” (as defined in the Notes Indenture) issued in accordance with the terms of Exhibit A to the Registration Rights Agreement dated as of the Closing Date between the Company and Unilever N.V.

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“Notes Indenture” means the Indenture dated as of the Closing Date between the Company and BNY Midwest Trust Co., as trustee, providing for the issuance of the Notes, as amended or supplemented from time to time.

“Notice Period” means the period commencing on the date on which the Company delivers financial statements pursuant to Section 6.1(b) or (c) and ending 20 Business Days after such date.

“Ordinary Course of Business” means, in relation to any part of the DiverseyLever Business or the CMI Business, as the case may be, the ordinary and usual course of operations of the DiverseyLever Business or the CMI Business, as the case may be, consistent with past practice.

“Ownership Interest” means, with respect to a Stockholder, the number of Shares beneficially owned by such Stockholder divided by the total number of Shares then outstanding.

“Partial Put Notice” has the meaning set forth in Section 8.4.

“Partial Repurchase” means (a) the repurchase by the Company of less than all the Unilever Shares and Notes, in each case then beneficially owned by the Unilever Stockholder following the exercise by the Company of the Call Option pursuant to Section 8.5 or (b) the repurchase by the Company of less than all the Put Securities following the exercise by the Unilever Stockholder of a Put Option pursuant to Section 8.1.

“Partially Put Securities” means the portion of the Put Securities that (a) has an aggregate Put Price equal to the Net Proceeds described in the first sentence of Section 8.4(d), and (b) comprise either (i) solely Put Shares or (ii) (A) a number of Put Shares equal to the total number of Put Shares multiplied by the Partial Put Percentage, and (B) Put Notes with an aggregate Accreted Value equal to the aggregate Accreted Value of all the Put Notes multiplied by the Partial Put Percentage, in each case rounded down to the nearest whole number. For purposes of this definition, the “Partial Put Percentage” shall be equal to (1) the amount of the Net Proceeds described in the first sentence of Section 8.4(d), divided by (2) the aggregate Put Price for all the Put Securities.

“Pension Differential Contribution” means, in respect of a full or partial Fiscal Year during the period beginning on the Closing Date and ending on the last day of the applicable Measurement Period for each funded defined benefit Pension plan in which the Company or any of its Subsidiaries participates, the amount determined by multiplying (a) (i) the amount of any employer contribution made during such full or partial Fiscal Year to such funded defined benefit Pension plan, minus (ii) the Net Periodic Pension Cost for such full or partial Fiscal Year for such plan, by (b) one minus the tax rate applicable in the jurisdiction in question to the contribution so made. Each Pension Differential Contribution may be either a positive or negative amount. Each Pension Differential Contribution shall initially be expressed in the relevant local currency but shall be converted into dollars as of the last day of each Fiscal Year (and, if the applicable Measurement Period is not a Fiscal Year, the last day of such Measurement Period). Each such conversion shall be calculated using (1) the applicable exchange rate as published in the “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any

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successor column), as appearing in the Financial Times on the last day of the applicable Fiscal Year or Measurement Period, or (2) if the Financial Times is not published or such column does not appear on such date, the applicable exchange rate on the immediately preceding date on which the Financial Times is so published and such column appears, or (3) if an exchange rate for the relevant local currency is not so published, such rate as the Company’s independent auditors and Unilever’s independent auditors shall mutually agree by reference to generally accepted, published exchange rates for such currency into dollars as at, or as near as possible to, the last day of the applicable Fiscal Year or Measurement Period. For purposes of this definition, “Pension” means defined benefit pension and other similar post-retirement benefit obligations.

“Pension Plan Amendment” means the amendment, without the Unilever Stockholder’s prior written consent, of benefit levels provided under a Shared Pension Plan, which amendment results in an increase in the Net Periodic Pension Cost of benefits of the Company Group under such Plan in excess of 10% of the Prior Net Periodic Pension Cost, calculated using the same assumptions, methodology and funded status of such Plan as was used to calculate such Prior Net Periodic Pension Cost and exclusive of any increases (including healthcare premium, prescription plan and other provider costs) attributable to general market increases in the cost of providing the same or comparable benefits or third party cost and premium increases applicable to then existing terms and conditions.

“Pension Plan Amendment Adjustment” means the cumulative aggregate amount, without duplication, of all Pension Plan Amendment Differential Costs incurred by the Company Group prior to the last day of the applicable Measurement Period, other than any such Pension Plan Amendment Differential Costs, the effect of which is or has been at any time eliminated from Applicable EBITDA in accordance with Exhibit 4.

“Pension Plan Amendment Differential Costs” means, in respect of a full or partial Fiscal Year prior to the last day of the applicable Measurement Period, the amount of the increased cost of benefits under a Shared Pension Plan (a) resulting from a Pension Plan Amendment and (b) in excess of 10% of the Prior Net Periodic Pension Cost, calculated using the same assumptions, methodology and funded status and exclusive of any increases (including healthcare premium, prescription plan and other provider costs) attributable to general market increases in the cost of providing the same or comparable benefits or third party cost and premium increases applicable to then existing terms and conditions. Each Pension Plan Amendment Differential Cost shall initially be expressed in the relevant local currency but shall be converted into dollars as of the last day of each Fiscal Year (and, if the applicable Measurement Period is not a Fiscal Year, the last day of such Measurement Period). Each such conversion shall be calculated using (1) the applicable exchange rate as published in the “Cross-Rates and Derivatives: Exchange Cross-Rates” (or any successor column), as appearing in the Financial Times on the last day of the applicable Fiscal Year or Measurement Period, or (2) if the Financial Times is not published or such column does not appear on such date, the applicable exchange rate on the immediately preceding date on which the Financial Times is so published and such column appears, or (3) if an exchange rate for the relevant local currency is not so published, such rate as the Company’s independent auditors and Unilever’s independent auditors shall mutually agree by reference to generally accepted, published exchange rates for such

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currency into dollars as at, or as near as possible to, the last day of the applicable Fiscal Year or Measurement Period.

“Permitted Transferee” means any Person to whom Shares are Transferred in a Transfer not in violation of this Agreement and who is required to, and does, enter into an Assumption Agreement and become bound by the terms of this Agreement, and includes any Person to whom a Permitted Transferee of any Stockholder (or a Permitted Transferee of a Permitted Transferee) further Transfers Shares and who is required to, and does, enter into an Assumption Agreement and become bound by the terms of this Agreement.

“Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such individual or Entity.

“Polymer” means Johnson Polymer, Inc., a Wisconsin corporation and a wholly-owned subsidiary of CMI, together with its Subsidiaries.

“Post Measurement Period Special Program” has the meaning set forth in Exhibit 4.

“Pre-Closing Period” means the period commencing on the date an Initial Put Notice or Call Notice, as the case may be, is given in accordance with this Agreement, and ending on the applicable Put Closing Date or Call Closing Date.

“Prior Net Periodic Pension Cost” means the Net Periodic Pension Cost of benefits of the Company Group under a Shared Pension Plan for the Fiscal Year preceding a Pension Plan Amendment.

“Private Placement” has the meaning set forth in Section 8.13.

“Professional End-Users” means commercial, industrial or institutional or other non-domestic end-users.

“Public Offering” means the sale, either in an SEC registered public offering or a Rule 144A offering, of equity securities of the Company resulting in net proceeds to the Company in excess of $20 million, and listing of such equity securities on one or more national securities exchanges, the NASDAQ National Market System or equivalent exchanges.

“Purchase Agreement” has the meaning set forth in the second recital to this Agreement.

“Put Closing” has the meaning set forth in Section 8.3.

“Put Closing Date” has the meaning set forth in Section 8.3.

“Put Notes” has the meaning set forth in Section 8.1.

“Put Notice” has the meaning set forth in Section 8.1.

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“Put Option” has the meaning set forth in Section 8.1.

“Put Price” has the meaning set forth in Section 8.2.

“Put Securities” has the meaning set forth in Section 8.1.

“Put Shares” has the meaning set forth in Section 8.1.

“Qualified Candidate” means, with respect to any Person, (a) the chief executive officer, chief operating officer, chief financial officer, chief administrative officer, any senior vice president, any executive vice president or any member of the board of directors of such Person, or (b) any other individual who would be an Independent Director, but for the provisions of clause (y) of the definition of such term. A Unilever Director shall cease to remain a Qualified Candidate and shall be replaced by the Unilever Stockholder if such Unilever Director fails to attend in accordance with the New Bylaws at least 50% of all regular meetings of the Board during any 12-month period without good cause.

“Refinancing” means any financing, refinancing, restructuring, recapitalization or similar transaction which is undertaken for the purpose or with the effect of generating cash proceeds sufficient to enable the Company to pay (a) all, or any portion in excess of 50% of, the Put Price for the Put Securities in connection with the exercise of the Put Option, or (b) all of the Put Price for the Call Shares subject to the exercise of the Call Option; provided, however, that no Refinancing need be undertaken or consummated by the Company prior to the Eighth Year (x) if, after giving effect to such Refinancing, the Company’s Indebtedness to EBITDA Ratio would exceed 4.6, or (y) if the Net Proceeds would be insufficient to pay at least 50% of the Put Price for the Put Securities; provided, however, that, notwithstanding anything to the contrary contained in this definition or any other provision of this Agreement, so long as any obligation, amount or commitment is outstanding under any Credit Document, any such financing, refinancing, restructuring, recapitalization, or similar transaction shall only constitute a “Refinancing” for the purposes of the condition set forth in Section 8.4(a) if, as a result thereof, all obligations and amounts owing under such Credit Documents shall have been paid in full in cash and the obligations and commitments of the lenders (and their affiliates) thereunder shall have been terminated.

“Refinancing Period” has the meaning set forth in Section 8.4.

“Related Person” means the Company or any of its Affiliates, any Unilever Group Member or any Holdco Group Member.

“Remaining Unilever Shares” has the meaning set forth in Section 8.2.

“Remaining Put Securities” has the meaning set forth in Section 8.4.

“Repurchase Expenses” means all out-of-pocket expenses and fees incurred, accrued or payable by any Company Group Member or on its behalf in connection with the exercise of the Put Option or the Call Option or an Approved Sale (including, without limitation, (a) fees and expenses of banks, investment banking firms, other financial institutions and their agents and counsel in connection with (i) the arranging, committing to provide or providing of

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any financing, or (ii) the structuring, negotiation or consummation of a Refinancing, any action in connection with a Partial Repurchase, an Eighth Year Action, an Approved Sale or any agreements relating thereto; (b) fees of counsel, accountants, experts and consultants to the Company; and (c) all printing and advertising expenses); provided, however, that the aggregate amount of Repurchase Expenses subtracted from the Base Value pursuant to clause (a)(iii) of the definition of “Fair Market Value” herein and from the Share Price pursuant to Section 8.2(b), without duplication, shall not exceed the sum of (x) $45 million, plus (y) the aggregate amount of the costs described in Section 8.11(e).

“Requisite Vote” means the affirmative vote of holders of Shares representing in the aggregate more than 90% of the outstanding Shares.

“Revolving Credit Limits” has the meaning set forth in Section 4.10.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Credit Debt” means the loans and all other amounts, obligations, covenants and duties owing to the administrative agent, the collateral agent or any lender party to the Credit Agreement, any affiliate of any of them, or any indemnitee under any Credit Document, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under the Credit Agreement or any other Credit Document, any hedging agreement, foreign exchange or currency swap agreement, any agreement for cash management services entered into in connection with the Credit Agreement or any other Credit Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due to or become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, and includes all letter of credit, cash management and other fees, interest (including interest which, but for the filing of a petition in bankruptcy with respect to any borrower under the Credit Agreement, would have accrued on any obligation constituting Senior Debt hereunder, whether or not a claim is allowed against such borrower for such interest in the related bankruptcy proceeding), charges, expenses, fees, attorneys’ fees and disbursements and other sums chargeable to any borrower under the Credit Agreement, any other Credit Document, any hedging agreement, foreign exchange or currency swap agreement, any agreement for cash management services entered into in connection with the Credit Agreement or any other Credit Document. To the extent any payment of Senior Debt (whether by or on behalf of the borrowers under the Credit Agreement, as proceeds of security or enforcement or any right of setoff or otherwise) is declared to be fraudulent or preferential, set aside or required to be paid to a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law, then if such payment is recovered by, or paid over to, such trustee, receiver or other similar party, the Senior Debt or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

“Senior Debt” means (a) the Senior Credit Debt, and (b) all other Indebtedness under the Financing Agreements or, to the extent the Financing Agreements (including any Senior Credit Debt) have been amended, restated, supplemented or replaced in connection with a

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Refinancing, Indebtedness under such amended, restated, supplemented or replacement agreements or arrangements.

“Seventh Year” means the seventh anniversary of the date hereof.

“Share Price” has the meaning set forth in Section 8.2.

“Shared Pension Plans” means the following employee benefit plans: (a) Johnson Wax Limited/S.C. Johnson Professional Limited Retirement and Life Assurance Plan, consisting of the Money Purchase Section and the Final Salary Section, with the Final Salary Section replacing SERPS (also referred to as Johnson Wax Retirement and Life Assurance Plan) (U.K.), (b) Pension Plan for Employees of S.C. Johnson and Son, Limited, as amended and restated effective July 1, 1992, including amendments effective January 1, 1996, updated February 29, 1996 to incorporate changes requested by Revenue Canada to the 1992 Income Tax Act (Canada), and (c) S.C. Johnson Pension Fund (Netherlands).

“Shares” means the Class A Shares and the Class B Shares.

“Special Bankruptcy Committee” means a committee (a) comprising all the Independent Directors and no other Directors, and (b) constituted for the purpose of acting, and having the authority of the Board to the extent permitted by the DGCL, with respect to the matters described in Section 4.14.

“Special Items” has the meaning set forth in Exhibit 4.

“Stockholders” has the meaning set forth in the introductory paragraph to this Agreement.

“Stockholders’ Meeting” means (a) any annual or special meeting of the Stockholders or (b) any action by written consent of the Stockholders.

“Strategic Plan” has the meaning set forth in Section 4.12.

“Subject Securities” means the Put Securities, Partially Put Securities or Call Securities, as the case may be.

“Subsidiary” means, with respect to any Person, any Entity of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or Persons shall be deemed to have a majority ownership interest in an Entity other than a corporation if such Person or Persons shall be allocated a majority of such Entity’s gains or losses or shall be or control any managing member or general partner of such Entity.

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“Supermajority Approval” has the meaning set forth in Section 4.10.

“Total Voting Power” means, at any time, the aggregate number of votes which may be cast by holders of outstanding common stock and any other securities issued by an Entity that are entitled to vote generally for the election of directors of such Entity (other than securities having such powers only upon the occurrence of a contingency unless that contingency is satisfied at that time).

“Transaction Documents” means this Agreement, the Purchase Agreement, all agreements the forms of which, or terms sheets for which, are attached as exhibits or schedules hereto or thereto and all other documents, instruments and agreements executed in connection with the Purchase Agreement or the transactions contemplated thereby.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of an interest (including, without limitation, by operation of law) or the acts thereof. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

“Unilever” means Unilever NV and/or Unilever PLC.

“Unilever Director” means a Director nominated by the Unilever Stockholder pursuant to Section 4.3(a)(i).

“Unilever Group” means Unilever NV, Unilever PLC and their respective Affiliates from time to time.

“Unilever Group Member” means any member of the Unilever Group.

“Unilever NV” has the meaning set forth in the introductory paragraph to this Agreement.

“Unilever PLC” means Unilever PLC, a company organized under the laws of England and Wales.

“Unilever Required Control” means, with respect to a Person, (a) (i) if a corporation, the aggregate beneficial ownership by Unilever of securities representing at least 80% of the Total Voting Power in such Person and (ii) if an Entity other than a corporation, the aggregate beneficial ownership by Unilever of at least 80% of the partnership or other similar voting interest, and (b) the right to elect a majority of such Person’s board of directors or comparable governing body.

“Unilever Sale” has the meaning set forth in Section 8.13.

“Unilever Shares” means the Class B Shares originally issued to or hereafter acquired by any Unilever Group Member.

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“Unilever Stockholder” means, collectively, the Unilever Group Members who from time to time hold Class B Shares.

“Unilever Valuation Report” has the meaning set forth in Section 8.9.

“Valuation Principles” means objective, generally accepted financial and valuation procedures utilized in determining the enterprise value of companies and businesses similarly situated to the Company Group, taking into account the following factors:

(a) The businesses of the Company Group (in each case taking into account any long term and contingent liabilities) shall be valued (i) as if 100% of such businesses were being sold as of the last day of the applicable Measurement Period without, for the avoidance of doubt, any premium or discount being applied to reflect the Ownership Interests being sold or transferred, (ii) on the basis of an open market sale occurring on the last day of the applicable Measurement Period between a willing seller and a willing, knowledgeable and arm’s length buyer of such businesses as a whole receiving warranties and indemnities equivalent to those set forth in the Purchase Agreement, (iii) assuming that the Company Group has working capital equal to the Company Group’s average working capital during the applicable Measurement Period which formed the basis of the Applicable EBITDA and the Base Value computations, measured on a consistent basis, and (iv) assuming that the Company Group has no Indebtedness or Cash.

(b) Appropriate adjustment shall be made to take into account the impact on valuation of the difference between Non-Arm’s Length Terms and arm’s length terms and, where EBITDA is the basis for the enterprise value, only to the extent such impact has not already been taken into account as an adjustment to Applicable EBITDA.

“Veto Matter” has the meaning set forth in Section 4.10.

“Whitmire” means Whitmire Micro-Gen Research Laboratories, a Delaware corporation and a wholly-owned subsidiary of CMI, together with its Subsidiaries.

“Wholly-Owned Subsidiary” means, with respect to any Person, a Subsidiary of which 100% of the outstanding equity securities or partnership or other similar ownership interests (other than director-qualifying shares or interests, shares or interests held by trustees and nominal share interests held by individuals or other entities, including, for the avoidance of doubt, the one share of CMI held by S.C. Johnson & Son, Inc.) thereof is at the time owned by that Person or one or more Wholly-Owned Subsidiaries of that Person or a combination thereof.

1.2   Construction.    As used in this Agreement, the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, Section, subsection, Article or other subdivision, and, unless the context otherwise requires, all references to parties, Sections, Articles, Exhibits or Schedules are to parties to this Agreement and Sections and Articles of and Exhibits and Schedules to this Agreement. The table of contents and section headings of this Agreement and titles given to Exhibits and Schedules to this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. Whenever the context may require,

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any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms, the singular form of nouns, pronouns and verbs will include the plural and vice versa and, except as otherwise expressly provided in this Agreement, each term used herein which is defined in GAAP is used herein as so defined. Any rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation or construction of this Agreement.

1.3   Currency.    References to “$” are to United States dollars. All financial amounts and calculations thereof referred to in this Agreement, and all payments pursuant to this Agreement, shall be in United States dollars.

ARTICLE II

ORGANIZATION

2.1   Certificate of Incorporation and Bylaws.    On or prior to the date hereof, the Certificate shall be amended and restated to read in its entirety in the form attached hereto as Exhibit 5, and, as of the date hereof, further amended to change the name of the Company to JohnsonDiversey Holdings, Inc. (until further amended as provided by law, such Certificate and this Agreement, as applicable), and, as so amended and restated and further amended, shall be the Certificate of Incorporation of the Company from and after the Closing Date (the “New Certificate”). As of the date hereof, the Bylaws of the Company shall be amended and restated to read in their entirety in the form attached hereto as Exhibit 6 (until amended as provided by law, the Certificate, such Bylaws and this Agreement, as applicable) and, as so amended and restated, shall be the Bylaws of the Company from and after the Closing Date (the “New Bylaws”). The rights and obligations of the Stockholders with respect to the Company shall be determined pursuant to the DGCL, the New Certificate, the New Bylaws and this Agreement. To the extent that the rights or obligations of a Stockholder are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent permitted by the DGCL and the New Certificate, shall control.

2.2   Headquarters.    The worldwide corporate headquarters and principal office of the Company shall be at such place as the Board may designate from time to time. From and after the Closing Date, until changed by action of the Board, the worldwide corporate headquarters and principal office of the Company will be located at the Company’s current headquarters in Sturtevant, Wisconsin, U.S.A.

ARTICLE III

STOCKHOLDERS

3.1   Stockholders.    The name and business, mailing or residence address of each Stockholder of the Company and the number and class of Shares held by such Stockholder are set forth on Schedule A. Henceforth, the Board shall cause Schedule A to be amended from time to time to reflect the addition or retirement of Stockholders, or the issuance, purchase or Transfer of Shares, in each case in accordance with the terms of this Agreement.

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3.2   Purchase of Shares.    On the date hereof, Marga shall have paid the Subscription Payment, in an amount set forth on Schedule A, in consideration for the issue of the Unilever Shares.

ARTICLE IV

MANAGEMENT OF THE COMPANY

4.1   The Board.

(a)  The business and affairs of the Company will be managed by or under the direction of the Board, and the Board shall have all powers, subject to subsection (c) of this Section 4.1, and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Stockholder, by reason of its status as such, shall have any authority to act for or bind the Company or otherwise take part in the management of the Company.

(b)  Without limiting the generality of subsection (a) of this Section 4.1, but subject to Section II.A.2.b of Article Fourth of the New Certificate, subsection (c) of this Section 4.1 and Sections 4.5 and 4.10, the Board, and the committees thereof constituted in accordance with Article IV of the New Bylaws and Section 4.5, will be responsible for directing the oversight of the management of the Company, including, without limitation, the following matters:

(i)  Hiring the Chief Executive Officer, Chief Financial Officer and the chief operating and administrative officers of the Company, evaluating their performance and planning for their succession;

(ii)  Establishing compensation and benefits policies and plans for employees of the Company, including profit sharing;

(iii)  Reviewing and approving Company strategies, the Business Plans and the Strategic Plan;

(iv)  Reviewing and approving significant external business opportunities for the Company, including, without limitation, acquisitions, mergers and divestitures;

(v)  Reviewing external and internal audits and management responses thereto;

(vi)  Approving dividends and distributions to Stockholders;

(vii)  Reviewing and approving policies of the Company in the areas of environmental responsibility, employee safety and health and community, government, employee and customer relations; and

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(viii)  Reviewing and approving any individual capital expenditure in excess of $5 million.

(c)  Any action of the Board with respect to a Veto Matter shall be subject to the requirements of Section II.A.2.b of Article Fourth of the New Certificate and Section 4.10 with respect to obtaining Stockholder approval in accordance therewith, and no such Veto Matter shall become effective until such approval, if required, has been obtained.

4.2   Size of the Board; Term.    The Company shall take such actions as are necessary, and each of the Stockholders shall vote its Shares and shall take such other actions as are necessary, to cause the Board at all times from and after the Closing Date, subject to Sections 4.3(a)(iii) and 4.4(a)(ii), to consist of eleven Directors in accordance with the New Bylaws. The Board shall not be classified and shall be elected annually. Each Director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal in accordance with the New Bylaws and this Agreement.

4.3   Nomination of Directors.

(a)  The Company shall take such actions as may be lawful and necessary, and each of the Stockholders (subject to subsection (c) of this Section 4.3) shall vote its Shares and shall take such other actions as may be necessary, to cause the Board, at all times from and after the Closing Date, to include the following Directors nominated and elected as follows:

(i)  Unilever Directors.    If and so long as Unilever has Unilever Required Control of the Unilever Stockholder:

(A)  If and so long as the Unilever Stockholder has the Full Representation Holding, the Unilever Stockholder shall be entitled to nominate as Unilever Directors two Qualified Candidates of any Unilever Group Member to the Board; and

(B)  If the Unilever Stockholder does not have the Full Representation Holding but continues to have the Minimum Representation Holding, the Unilever Stockholder shall be entitled to nominate as a Unilever Director one Qualified Candidate of any Unilever Group Member to the Board.

If the Unilever Stockholder ceases to maintain the Full Representation Holding or Minimum Representation Holding, as the case may be, the vacancy resulting from such event shall be filled by an individual nominated by the Holdco Stockholder, as more fully set forth in Section 4.4(a).

(ii)  Holdco Directors.    Except as otherwise provided in Section 4.4(a), the Holdco Stockholder shall be entitled to nominate four individuals to the Board.

(iii)  Independent Directors.    The Holdco Stockholder shall be entitled to nominate five additional individuals to the Board, each of whom shall satisfy the requirements to be an Independent Director; provided, that (A) as of the date hereof, the Holdco Stockholder shall nominate the Incumbent Independent Directors pursuant to this subsection (iii), leaving one vacancy on the Board, and (B) after the date hereof, the Holdco Stockholder shall nominate an

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additional individual (who shall satisfy the requirements to be an Independent Director) pursuant to this subsection (iii) to fill such vacancy.

(b)  The Unilever Stockholder shall, prior to the nomination of any Unilever Director (including the nomination of any Director chosen to fill a vacancy pursuant to Section 4.4(b)(i)), give the Holdco Stockholder a reasonable opportunity to raise any objections as to his or her suitability, and the Holdco Stockholder shall, prior to the nomination of any Holdco Director (including the nomination of any Director chosen to fill a vacancy pursuant to Section 4.4(a)(i), (a)(ii) or (b)(ii)), give the Unilever Stockholder a reasonable opportunity to raise any objections as to his or her suitability. The Holdco Stockholder shall, prior to the nomination of any Independent Director (other than Incumbent Independent Directors but including the nomination of any Independent Director chosen to fill a vacancy pursuant to Section 4.4(a)(i), (a)(ii), (a)(iii) or (b)(iii)), deliver to the Unilever Stockholder a copy of an Independence Questionnaire for such Independent Director demonstrating such Independent Director’s compliance with the criteria set forth in the definition of “Independent Director” herein and give the Unilever Stockholder a reasonable opportunity to raise any objections as to his or her suitability and, upon reasonable notice and during normal business hours, to interview such Independent Director at a mutually convenient location. The Holdco Stockholder shall also deliver to the Unilever Stockholder no later than one week prior to the Election Meeting at which Independent Directors (other than Incumbent Independent Directors) shall be elected or re-elected (as the case may be) or at the Unilever Stockholder’s reasonable request, but not more frequently than once every Fiscal Year in respect of any particular Independent Director, copies of Independence Questionnaires for such Independent Directors.

(c)  Notwithstanding the foregoing, nothing in this Agreement shall require the Unilever Stockholder to vote the Unilever Shares or act by written consent to elect any Holdco Director or Independent Director nominated by the Holdco Stockholder pursuant to this Section 4.3 or Section 4.4.

(d)  The Unilever Stockholder shall provide, at the Company’s reasonable request, any information about a Unilever Director or any member of the Unilever Group as may be required to enable the Company or its Affiliates to comply with the Exchange Act, the Securities Act and the rules and regulations thereunder.

(e)  Notwithstanding the foregoing, the Unilever Stockholder’s right to continued Board representation pursuant to this Agreement shall be subject to compliance with Section 8 of the Clayton Act relating to interlocking directorates.

4.4   Vacancies; Removal.

(a)  (i)  If the Unilever Stockholder ceases to have the Full Representation Holding but continues to have the Minimum Representation Holding, then one of the Unilever Directors (as designated by the Unilever Stockholder in its sole discretion, or, in the absence of such designation, designated by the Holdco Stockholder) shall be deemed to have resigned effective immediately upon the occurrence of such event, and the Unilever Stockholder, the Holdco Stockholder and the Company shall take all actions necessary to give effect to such resignation. Any vacancy resulting from any such resignation described in this subsection (i)

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shall be filled with either an Holdco Director or an Independent Director nominated by the Holdco Stockholder.

(i)  If the Unilever Stockholder ceases to have the Minimum Representation Holding, then any and all Unilever Directors then remaining as Directors shall be deemed to have resigned effective immediately upon the occurrence of such event, and the Unilever Stockholder, the Holdco Stockholder and the Company shall take all actions necessary to give effect to such resignation. If following such resignation, the Unilever Stockholder continues to own Unilever Shares, any vacancy resulting from any such resignation described in this subsection (ii) shall be filled with an Independent Director nominated by the Holdco Stockholder to the extent necessary to maintain a majority of Independent Directors on the Board but otherwise (x) such vacancy may be filled with a Holdco Director nominated by the Holdco Stockholder or (y) the number of Directors may be reduced to eliminate such vacancy.

(ii)  If an Independent Director (other than an Incumbent Independent Director) ceases to qualify as an Independent Director hereunder, as determined by reference to such Independent Director’s Independence Questionnaire, such Independent Director shall not be nominated for reelection at the Election Meeting following receipt by the Company of such Independence Questionnaire and the resulting vacancy shall be filled with an Independent Director nominated by the Holdco Stockholder.

(b)  If a vacancy on the Board occurs as a result of a death, disability, resignation, removal or otherwise of a Director (other than the resignation of a Unilever Director pursuant to subsection (a)(i) or (ii) of this Section 4.4 but including any replacement pursuant to subsection (a)(iii) of this Section 4.4), such vacancy shall be filled as follows, and the provisions of Section 4.3, as relevant (including with respect to the raising of objections but excluding any shareholder vote), shall apply to the filling of such vacancy:

(i)  If such vacancy results from the death, disability, resignation, removal or otherwise of a Unilever Director, such vacancy shall be filled by the Unilever Stockholder.

(ii)  If such vacancy results from the death, disability, resignation, removal or otherwise (including pursuant to Section 4.3(a)(iii)) of a Holdco Director, such vacancy shall be filled by the Holdco Stockholder.

(iii)  If such vacancy results from the death, disability, resignation, removal or otherwise of an Independent Director, such vacancy shall be filled with another Independent Director nominated by the Holdco Stockholder.

(c)  (i)  Subject to subsection (ii) of this Section 4.4(c), the Directors elected under Section 4.3(a) shall hold office until the next election of Directors and until their successors shall have been elected and qualified.

(ii)  Each Director (including an Independent Director) may be removed and replaced, with or without cause, at any time by the Stockholder that nominated him or her, but, except as provided in this Section 4.4, may not be removed or replaced by any other means. The Holdco Stockholder shall notify the Unilever Stockholder of, and consult with the

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Unilever Stockholder with respect to, its intent to remove or replace any Independent Director prior to such removal or replacement, but such removal or replacement shall be at Holdco’s sole discretion. A Stockholder who removes one or more of its Directors from the Board or whose nominee otherwise is no longer a Director will promptly notify the other Stockholders as to the name of its replacement Director. Any Stockholder who removes a Director from office, or whose nominee vacates office under this Section 4.4, shall, jointly and severally, with any other Stockholder voting for such removal, indemnify each other Stockholder and the Company against any claim, whether for compensation for loss of office, wrongful dismissal or otherwise, which arises out of that Director ceasing to hold office.

4.5   Committees.

(a)  Subject to the exercise by the Board of its fiduciary duties, the Company and each of the Stockholders shall take such actions as are necessary to cause the following committees of the Board to be constituted in accordance with Article IV of the New Bylaws:

(i)  An Audit Committee constituted solely of Independent Directors, which shall operate in accordance with the Audit Committee Charter. The Unilever Stockholder may appoint one of the Unilever Directors as an observer to attend, but not vote at, meetings of the Audit Committee. Such observer shall be provided the same rights with respect to the receipt of materials, advance notification of meetings and participation in meetings as are afforded to members of the Audit Committee.

(ii)  A Compensation Committee, which shall operate in accordance with the Compensation Committee Charter. The Compensation Committee shall include one of the Unilever Directors, but shall otherwise be constituted solely of Independent Directors.

(b)  All other committees of the Board (other than (i) committees constituted (A) for the purpose of assessing or determining any matter in which any Unilever Group Member or Unilever Director has any interest materially adverse to any interest of any Company Group Member, including, without limitation, the rights of the Unilever Stockholder under this Agreement, the Purchase Agreement or any Ancillary Document, or (B) solely of Independent Directors in order to comply with, or to be afforded protections under Delaware law, including the DGCL (including, without limitation, Sections 144 and 145 of the DGCL), or (ii) any Special Bankruptcy Committee shall include one of the Unilever Directors as a member.

4.6   Election Meetings.    Subject to Section 4.3(c), at each and every Election Meeting held after the Closing Date, each Stockholder hereby agrees to vote or act by written consent with respect to (or cause to be voted or acted upon by written consent) (i) all Shares held of record or beneficially owned by such Stockholder at the time of such vote or action by written consent and (ii) all Shares as to which such Stockholder at the time of such vote or action by written consent has voting control, in each case in favor of the election of the Directors nominated in accordance with Section 4.3 to serve on the Board.

4.7   Chairman of the Board.    The Holdco Stockholder shall be entitled to appoint one of the Holdco Directors to act as the Chairman, who shall preside at any Stockholders’ Meeting at which he or she is present.

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4.8   Board Meetings.

(a)  Except as otherwise set forth in the New Bylaws, all actions of the Board will be taken at meetings of the Board in accordance with this Section 4.8.

(b)  As soon as practicable after the election of Directors as provided in Section 4.3, the Board will meet for the purpose of organization and the transaction of other business as provided in the New Bylaws.

(c)  Regular meetings of the Board will be held at such times as are provided in the New Bylaws, but no less frequently than once each Fiscal Quarter.

(d)  Special meetings of the Board will be held whenever called by the Chairman, the Chief Executive Officer or any Stockholder that is entitled to nominate at least one Director. Any and all business may be transacted at a special meeting that may be transacted at a regular meeting of the Board.

(e)  The Board may hold its meetings at such place or places as the Board may from time to time by resolution determine or as may be designated in the respective notices or waivers of notice thereof. The Company will use reasonable efforts to schedule the time and place of each meeting of the Board so as to ensure that a quorum and at least one Director nominated by each Stockholder will be present at each such meeting. Members of the Board or any committee thereof may participate in and act at any meeting of the Board or such committee through video conference or the use of a conference telephone or other communications equipment, in each case by means of which all persons participating in the meeting can hear each other, and participation in the meeting by such means shall constitute presence in person at the meeting.

(f)  Notices of regular meetings of the Board or of any adjourned regular meeting will be given at least four weeks prior to such meeting, unless otherwise agreed in writing by each Stockholder. Notices of special meetings of the Board or of any adjourned special meeting will be faxed by the Secretary or an Assistant Secretary to each Director addressed to him or her at his or her residence or usual place of business, so as to be received at least five Business Days (excluding days on which the principal office of the Company is not open for business) before the day on which such meeting is to be held. Such notice will include the purpose, time and place of such meeting and will set forth in reasonable detail the matters to be considered at such meeting. However, notice of any such meeting need not be given to any Director if such notice is waived by him or her in writing, whether before or after such meeting is held, or if he or she is present at such meeting (unless such Director objects, before any business is conducted thereat, to the holding of such meeting without due notice), or with respect to regular meetings scheduled at a meeting of the Board held at least 30 calendar days prior to the date of a subsequent meeting.

(g)  Meetings of the Board will be presided over by the Chairman or, if the Chairman is not present, a Director designated by the Chairman. The Secretary of the Company or, in the case of his or her absence, any Person whom the Person presiding over the meeting may appoint, will act as secretary of such meeting and keep the minutes thereof.

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4.9   Compensation.    Unless the Stockholders otherwise agree in writing, no Director will be entitled to any compensation from the Company in connection with his or her services as a Director, except that Independent Directors will be entitled to compensation for their service as such, the amount and nature of which will be determined from time to time by the Board.

4.10   Veto Matters.

(a)  Subject to subsections    (b) and (c) of this Section 4.10, each of the following matters, and only the following matters, will constitute a “Veto Matter,” and the Company shall not, and, to the extent restrictions apply, the Company shall cause its Subsidiaries to not, without the prior approval of the Stockholders by the Requisite Vote taken in accordance with Section II.A.2.b of Article Fourth of the New Certificate (the “Supermajority Approval”), take any of the following actions:

(i)  The entering into by the Company of any transaction or transactions of a type specified in this Section 4.10(a)(i) or the entering into by any Subsidiary of the Company of any transaction or transactions of a type specified in this Section 4.10(a)(i) (other than, in any such case, any such transaction between or among any Wholly-Owned Subsidiary of the Company, on the one hand, and the Company or any other Wholly-Owned Subsidiary of the Company, on the other hand):

(A)  except as otherwise provided in Section 7.2 or subsection (c)(i) of this Section 4.10, any acquisition or disposition (whether by way of distribution, sale, merger, consolidation, combination, lease, assignment, license, transfer or other disposition) of any Entity, property or assets (including intellectual property), any joint venture, alliance or capital project, in any such case involving the Company or any of its Subsidiaries and having an aggregate fair market value or which pursuant to the terms thereof will result in aggregate expenditures or payments in excess of (1) $50 million individually, or (2) $10 million individually and $100 million collectively with other such transactions entered into in the immediately preceding twelve months, other than any of the foregoing relating to feeders or dosing equipment provided to customers (including such equipment so provided on a leased or free on loan basis) or acquired in the Ordinary Course of Business;

(B)  the issuance of any additional shares of capital stock, including Shares and Common Stock Equivalents, or other equity or equity-related interests (other than performance-based cash compensation of employees under employee benefit plans), including any of the foregoing held in treasury, to any Person (including any Stockholder or pursuant to a Public Offering) after the date hereof, other than the issuance of any of the foregoing by any Subsidiary of the Company to either the Company or any other Subsidiary of the Company;

(C)  except as otherwise provided in Section 7.2 or subsection (c)(i) of this Section 4.10, any merger, consolidation or similar business combination or any sale of all or substantially all of the assets or equity or any reorganization or recapitalization having similar effect, in each case, of the Company or any Subsidiary of the Company;

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(D)  the liquidation or dissolution of the Company or any Subsidiary (other than a Wholly-Owned Subsidiary) of the Company; and

(E)  the purchase or investment by the Company or any Subsidiary of the Company of a minority equity investment or investment in the nature of Indebtedness in any Entity if such purchase or investment has a fair market value or pursuant to the terms thereof will result in payments exceeding $10 million;

(ii)  The entering into by the Company or any Subsidiary of the Company of any material line of business unrelated to the Business;

(iii)  The closing, winding-up, discontinuation or other exiting or termination (other than by way of any disposition of the type described in subsection (i)(A) of this Section 4.10(a)) by the Company or any of its Subsidiaries of any line of business that the Company or any of its Subsidiaries is engaged in as of the date hereof, if such line of business generated more than $5 million of EBITDA during the four full Fiscal Quarters immediately preceding the date on which the Supermajority Approval is sought with respect to such closing, winding-up, discontinuation or other exiting or termination and such closing, winding-up, discontinuation or other exiting or termination is commenced after such Supermajority Approval has been obtained;

(iv)  The amendment, supplement or other modification of the principles or policies governing the amount, timing, frequency or method of calculation of dividends or distributions to the Stockholders from that described on Exhibit 7 (the “Agreed Dividend Policy”) or the declaration by the Company of dividends or distributions in violation of the Agreed Dividend Policy, other than pro rata dividends or distributions to holders of Common Stock as may be required, and which are used, to enable the Holdco Stockholder to effect repurchases from employees of the Company and its Subsidiaries, pursuant to the Management Plan Documents, of shares of Holdco’s capital stock issued pursuant to grants approved by the Compensation Committee of the Board;

(v)  The Incurrence by the Company or any of its Subsidiaries after the date hereof of Indebtedness, other than (A) Indebtedness in the nature of revolving credit or working capital Indebtedness up to the aggregate principal amount available under the revolving credit facility included in the Credit Agreement on the date hereof (the “Revolving Credit Limits”), (B) Indebtedness under the Accounts Receivable Securitization Facility up to (1) the aggregate principal amount available thereunder as of the date of the Purchase Agreement, or (2) such higher amounts available thereafter, provided, that the difference between (1) and (2) are subtracted from either the Revolving Credit Limits or other Indebtedness permitted to be Incurred hereunder (including term debt under the Credit Agreement), (C) any additional Indebtedness over the aggregate principal amount outstanding as of the date hereof, other than Indebtedness permitted to be Incurred pursuant to clauses (A) and (B) of this Section 4.10(a)(v), of no more than $50 million, provided, however, that in determining whether Indebtedness exceeds the $50 million described in this clause (C) at any time, the amortization of discount of the Note shall not be taken into account, and (D) Indebtedness Incurred in connection with the amendment, refinancing, modification, replacement, renewal, restatement, refunding, deferral, extension, supplement, reissuance or resale (“Indebtedness Replacement”) of (I) the Indebtedness

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evidenced by the agreements described in clauses (A), (B) or (C) (including in the case of the Credit Agreement, both term and revolving indebtedness), (II) the Note up to the Accreted Value thereof, and (III) the 144A Notes, provided, that the Indebtedness Incurred in connection with the Indebtedness Replacement does not exceed the aggregate amount of the Indebtedness outstanding under the agreements, notes and instruments to which such Indebtedness Replacement relates immediately prior to such Indebtedness Replacement.

(vi)  The settlement by the Company or any of its Subsidiaries of any action, suit, claim or proceeding, including any investigation by a Governmental Authority, that would impose any material restrictions on the operations of the Company and its Subsidiaries, taken as a whole, or involving amounts in excess of $10 million, other than any such action, suit, claim, proceeding or investigation covered by insurance and for which insurance coverage has not been disclaimed in writing by the insurer;

(vii)  Any change in the Company’s or any of its Subsidiaries’ independent auditors from Arthur Andersen LLP;

(viii)  Any Affiliate Transaction;

(ix) The redemption, purchase, acquisition, defeasance or retirement of any of the Company’s Common Stock or other equity securities or Common Stock Equivalents except, in each case, as specifically contemplated by this Agreement;

(x)  Except as may be required by Applicable Law or any changes therein and subject to Section 6.6(b), (A) any repeal or amendment of the New Certificate, or (B) any repeal or amendment of, or adoption of any provision inconsistent with or which relates to the subject matter of, any provision in the New Bylaws, other than Article I, and Articles V through VIII, of the New Bylaws;

(xi)  (A) The adoption by the Company or any of its Subsidiaries of any stock option or employee stock ownership plan or the issuance of any equity securities pursuant to any such plan, or (B) (1) the adoption by the Company or any of its Subsidiaries in any 12–month period of any new employee benefit plan that individually (a “New Material Benefit Plan”) or plans that in the aggregate would result in an increase in the aggregate annual cost of benefits in excess of 10% of the aggregate annual cost of benefits of the Company Group for the prior Fiscal Year, or (2) the amendment by the Company or any of its Subsidiaries of benefit levels provided under any employee benefit plan set forth on Exhibit 8, which amendment would result in an increase in the annual cost of benefits under such plan in excess of 10% of the annual cost of benefits of the Company Group under such plan for the prior Fiscal Year, exclusive, in each case, of any such increases (including healthcare premium, prescription plan and other provider costs) attributable to general market increases in the cost of providing the same or comparable benefits or third party cost and premium increases applicable to then existing terms and conditions; provided, however, that Exhibit 8 shall be amended from time to time to include any New Material Benefit Plan adopted in accordance with this subsection (xi);

(xii)  Any amendment of the Compensation Committee Charter, other than an immaterial amendment to such Charter; and

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(xiii)  Any amendment of the Audit Committee Charter, other than any amendment to conform such charter to the recommendations issued from time to time by the Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees or similar body performing a comparable function with respect to the composition and functioning of audit committees of boards of directors of United States publicly traded corporations.

(b)  Subject to subsection (c) of this Section 4.10, neither the Company nor any of its Subsidiaries shall effect any Veto Matter unless such Veto Matter has been submitted to, and approved by, the Board if and to the extent required by the DGCL, and the Stockholders by the Requisite Vote in accordance with Section II.A.2.b of Article Fourth of the New Certificate and this Section 4.10; provided, however, that without requirement of further consent, action or approval of the Board or the Stockholders, including any Supermajority Approval, the Company and its Subsidiaries are authorized to (i) enter into each of the Transaction Documents (other than this Agreement), to perform their obligations and exercise any and all of their rights and remedies thereunder and to consummate the transactions contemplated thereby, all of which actions are approved, ratified and confirmed and shall not constitute Veto Matters hereunder, and (ii) on the date hereof, enter into each of the Financing Agreements, perform their obligations thereunder and consummate the transactions contemplated thereby, all of which actions are approved, ratified and confirmed.

(c)  Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries may, without the Supermajority Approval:

(i)  take such action as may be necessary or appropriate to enable the Company (directly or indirectly and contemporaneously with, or conditional upon the performance of, its obligations under Article VIII) to perform its obligations under Article VIII in connection with a Partial Repurchase, including, without limitation, any Refinancing and any action relating to a Refinancing or the reduction of Indebtedness under the Financing Agreements, and may effect any Veto Matter in connection with a Partial Repurchase, except for the Veto Matters described in Sections 4.10(a)(i)(D) (as to the Company) and (E), (ii), (iv), (vi), (vii), (ix) (except with respect to purchases of the Unilever Shares) and (x) through (xiii), duly approved by the Board in connection therewith, including, without limitation, the sale, transfer or other disposal of part or all of the Company’s Japanese business, divisions, assets or Subsidiaries (including through the public sale of securities); provided, however, that all Net Proceeds of any such Veto Matter effected without the Supermajority Approval are used to enable the Company to perform its obligations under Article VIII; provided, further, that the consummation of any such Veto Matter effected without the Supermajority Approval shall not materially impair the Company’s ability to purchase the Remaining Unilever Shares; provided, further, that the Share Price for the Remaining Unilever Shares shall not, after consummation of any such Veto Matter effected without the Supermajority Approval, be reduced (including pursuant to Section 8.8), as a result of any Veto Matter described in Section 4.10(a)(i)(B) being effected without the Supermajority Approval which dilutes the equity interest of the Unilever Stockholder in the Company and, if such Share Price is fixed in accordance with Article VIII, such fixed amount shall not take account of any such dilution; provided, further, that no Veto Matter shall be effected in connection with a Partial Repurchase without the Supermajority Approval to the extent that, as a result of

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effecting such Veto Matter, the Unilever Stockholder’s Ownership Interest would be reduced below 10%;

(ii)  enter into and consummate any Refinancing and any purchase of the Unilever Shares and/or Notes then beneficially owned by the Unilever Stockholder in accordance with Article VIII and take any action and effect any Veto Matter, in each case in connection with the purchase of all such Unilever Shares and/or Notes;

(iii)  following any event of default under the Note or the Financing Agreements, take any action or enter into any transaction described in Section 4.10(a)(i)(A), (C) and (D), 4.10(a)(iii) or 4.10(a)(v), and with respect to such actions and transactions, each of the Stockholders hereby agrees, consents to and acknowledges the provisions of the Financing Agreements, including the requirement to apply the proceeds of certain sales of capital stock and assets to the reduction of Indebtedness, and the rights, remedies and powers of the lenders or noteholders (other than any Unilever Group Member) and holders of collateral thereunder, and to the exercise thereof by such lenders, noteholders and holders with respect to the Company and its Subsidiaries;

(iv)  perform the Assumed Liabilities, all liabilities and obligations of the Companies (as defined in the Purchase Agreement) and all leases, subleases, rental agreements, insurance policies, sales orders, licenses (including Intellectual Property licenses), agreements, purchase orders, instruments of indebtedness, guarantees and any and all other contracts or binding arrangements (whether written or oral or through course of dealing, in each case, to the extent binding) of (A) any member of the Unilever Group, relating to the DiverseyLever Business, or (B) any of the Companies, in each case as in effect as of the date of the Purchase Agreement; and

(v)  repay any Indebtedness outstanding after the date hereof under the $12 million Promissory Note, dated November 5, 1999, issued by CMI in favor of Holdco (the “Holdco Note Indebtedness”).

(d)  In connection with the Company seeking Supermajority Approval of a Veto Matter, such Veto Matter shall be considered at a meeting of the Board called in accordance with this Agreement and the New Bylaws prior to any request for such Supermajority Approval. Thereafter, the Company may deliver to the Unilever Stockholder such request accompanied by a form of written consent with respect to such Veto Matter. The Unilever Stockholder shall respond to such request as promptly as practicable but not later than 10 Business Days after its receipt thereof; provided, however, that the Unilever Stockholder’s failure to respond within such 10-Business Day period shall not be deemed to constitute its approval thereof.

4.11   Annual Budgets.    As promptly as practicable following the date hereof for the remaining part of the first Fiscal Year ending at least two months after the date hereof, and for each Fiscal Year thereafter (including, if a change in the date on which a Fiscal Year ends would result in a fiscal year period of less than 12 months, for such period), the executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board

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for its review, consideration and approval (a) a capital budget (the “Annual Capital Budget”) for such Fiscal Year, which will set forth in reasonable line item detail the proposed capital expenditures of the Company for such Fiscal Year or part thereof, and (b) an operating budget for the Company for such Fiscal Year or part thereof (displaying anticipated statements of income, certain types of operating costs, cash flows, capital expenditures, balance sheets and key budget assumptions) (the “Annual Operating Budget” and together with the Annual Capital Budget, the “Business Plan”). Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof. Draft copies of the Business Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Business Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Business Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Business Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Business Plan (the “Business Plan Meeting”). At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.

4.12   Strategic Plan.    The executive officers of the Company will timely prepare or cause to be prepared and submitted to the Board for its review, consideration and approval, on a periodic basis (but at least once every three years), a draft strategic plan (the “Strategic Plan”) for the next five Fiscal Years. Draft copies of the Strategic Plan will be provided to each Director not later than 20 calendar days prior to the meeting of the Board at which such Strategic Plan will be presented for approval. During such 20-day period, the Unilever Stockholder shall have a reasonable opportunity, upon reasonable notice and during normal business hours, to discuss the Strategic Plan and provide comments thereon to the Company’s management, and, at the Unilever Stockholder’s request, the Company shall communicate any written comments of the Unilever Stockholder on the Strategic Plan to each member of the Board prior to the meeting of the Board convened for the purpose of considering and voting on such Strategic Plan. The first Strategic Plan shall be prepared and provided to the Unilever Stockholder and each member of the Board before, on or within 12 months after the Closing Date.

4.13   Material Legal Proceedings.    The executive officers of the Company will present to the Board for its approval and consideration any plan or proposal to initiate any Material Legal Proceeding by or on behalf of the Company or any Subsidiary of the Company.

4.14   Bankruptcy Events.    Any authority of the Board with respect to (a) a case or proceeding to which the Company or any Subsidiary of the Company is a party under any applicable federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect (“Bankruptcy Laws”); (b) the consent to the entry of relief against the Company or any Subsidiary of the Company; (c) the consent to the appointment of a receiver, liquidator, or other similar official, including any assignee, trustee, custodian or sequestrator under any Bankruptcy Laws, or the taking possession by any such official of any substantial part of the property of the Company or any Subsidiary of the Company; or (d) the taking of any corporate action in

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furtherance of any of the foregoing (each, a “Bankruptcy Event”) shall be exercised by a Special Bankruptcy Committee constituted pursuant to Section 4.3 of the New Bylaws. Each Stockholder agrees and acknowledges that, under Applicable Law, the Directors and the Stockholders may have fiduciary duties to parties other than the Company and the Stockholders, including creditors, in connection with a Bankruptcy Event.

4.15   Interview Rights.    The Company shall provide any person who would otherwise be eligible to be a Qualified Candidate of any Unilever Group Member and who is designated in writing by the Unilever Stockholder with a reasonable opportunity to interview, at the Unilever Stockholder’s request and sole expense, any candidate being considered by the Compensation Committee for the position of Chief Executive Officer (other than Gregory E. Lawton) or Chief Financial Officer (other than Michael J. Bailey) prior to his or her approval or election to such position by the Compensation Committee.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

As of the date hereof, and except as set forth on Schedule B, each Stockholder (except with respect to Sections 5.7 and 5.8) and, with respect to Sections 5.1 through 5.5, 5.7 and 5.8, the Company hereby represents and warrants to the Company and/or the other Stockholders, as applicable, that:

5.1   Organization.    It is duly organized, validly existing and in good standing and has full power and authority to own and operate its assets and properties and carry on its business as presently being conducted and as presently proposed to be conducted (including in the manner contemplated by this Agreement).

5.2   Authority.    It has duly authorized the execution and delivery of this Agreement and the transactions contemplated hereby. It has full power and authority to execute and deliver, and to perform its obligations under, this Agreement.

5.3   Consents and Approvals.    Except as may be required pursuant to Sections 8.3, 8.6 and 8.13, and assuming the truth and accuracy of the representations and warranties set forth in, and subject to, Section 5.6, all authorizations, approvals and consents, if any, required to be obtained from, and all registrations, declarations and filings, if any, required to be made with, all governmental authorities and regulatory bodies to permit such Stockholder to acquire the Shares, and for such Stockholder or the Company, as applicable, to execute and deliver, and to perform its obligations under, and the transactions contemplated by, this Agreement, have been obtained or made, as the case may be, and all such authorizations, approvals, consents, registrations, declarations and filings are in full force and effect (in each case under this Section 5.3, including without limitation, the transactions contemplated by Article VIII, but subject to the terms and conditions thereof).

5.4   No Violations.    Subject to the provisions of Sections 8.3, 8.6 and 8.13 and the satisfaction of the conditions specified therein: (a) neither the acquisition by such Stockholder of the Shares being acquired by it, nor the execution or delivery by such Stockholder

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or the Company, as applicable, of this Agreement, or the consummation by such Stockholder or the Company, as applicable, of the transactions herein contemplated, nor the fulfillment by such Stockholder or the Company, as applicable, of the terms and provisions hereof (i) will conflict with, violate or result in a breach of, any of the terms, conditions or provisions of any law, regulation, order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality or any arbitrator, applicable to such Stockholder or the Company, as applicable, or (ii) will conflict with, violate or result in a breach of, or constitute a default under any of the terms, conditions or provisions of its charter documents or bylaws, and (b) neither the acquisition by such Stockholder of the Shares being acquired by it, nor the execution or delivery by such Stockholder or the Company, as applicable, of this Agreement, or the consummation by such Stockholder or the Company, as applicable, of the transactions herein contemplated, nor the fulfillment by such Stockholder or the Company, as applicable, of the terms and provisions hereof, (x) will conflict with, violate or result in a breach of, or constitute a default under any of the terms, conditions or provisions of any loan agreement, indenture, trust deed or other agreement or instrument to which it is a party or by which it is bound, or (y) result in the creation or imposition of any lien, charge, security interest or encumbrance of any nature whatsoever upon any of its property or assets.

5.5   Litigation.    There is no action, suit or proceeding pending or, to the best of its knowledge, threatened (nor, to the best of its knowledge, is there any pending investigation) against or affecting any of its properties in any court or before or by any governmental department, board, agency or instrumentality or arbitrator which, if adversely determined, would materially impair its ability to perform its obligations under this Agreement, and it is not in default under any applicable order, writ, injunction, decree or award of any court, any governmental department, board, agency or instrumentality, or any arbitrator, other than such violations, if any, which individually or in the aggregate, would not have a material adverse effect on its ability to perform its obligations under this Agreement.

5.6   Securities.    (a) Such Stockholder is an “accredited stockholder” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; (b) it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto; (c) it is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (d) it is acquiring interests in the Company for investment only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof or with any present intention of distributing or selling the same; (e) for the purpose of complying with the Securities Act, including Regulation D thereunder, it is familiar with the business of the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and has had the opportunity to obtain (and has obtained to its satisfaction) such information about the business, management and financial affairs as it has requested; (f) it understands that the interests in the Company have not been registered under the securities laws of any jurisdiction and cannot be Transferred unless they are subsequently registered and/or qualified under applicable securities laws and the provisions of this Agreement have been complied with; (g) it has not been organized, reorganized or recapitalized specifically for the purpose of investing in the Company, or if organized, reorganized or recapitalized specifically for the purpose of investing in the Company, each of the stockholders, partners, members or other owners of such Stockholder is an

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“accredited stockholder” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act; and (h) it is a resident of the jurisdiction set forth in its address on Schedule A.

5.7   No Registration.    Assuming the truth and accuracy of the representations and warranties in Section 5.6, neither the Company nor, to its knowledge, any Persons acting on its behalf has (a) engaged in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offer or sale of the Shares in the United States, or (b) taken any action which would require the registration of the Shares under the Securities Act.

5.8   Investment Company Act.    The Company is not, as a result of the transactions contemplated hereby or the Financing Agreements or the receipt or application of the proceeds therefrom, an investment company under the Investment Company Act of 1940, as amended, it being understood that this representation does not cover any attributes of, or the result of the acquisition of, the DiverseyLever Business, the Shares (as defined in the Purchase Agreement) or the Assets.

5.9   Survival.    The representations and warranties of the Company and the Stockholders hereunder shall terminate on the respective dates set forth below, in each case following the date hereof:

Section 5.1	Six years
Section 5.2	Indefinitely
Section 5.3	Six years
Section 5.4(a)	Six years
Section 5.4(b)	Two years
Section 5.5	Two years
Section 5.6	Two years
Section 5.7	Two years

ARTICLE VI

COVENANTS

6.1   Financial Statements and Other Information.    The Company shall deliver to each Director:

(a)  as soon as available but in any event within 30 calendar days after the end of each monthly accounting period in each Fiscal Year (other than the last monthly accounting period in each Fiscal Year), unaudited consolidated statements of income and cash flows of the Company for such monthly period and for the period from the beginning of the Fiscal Year to the end of such month, and unaudited consolidated balance sheets of the Company as of the end of such monthly period, setting forth in each case comparisons to the Company’s Annual Operating Budget and to the corresponding period in the preceding Fiscal Year;

(b)  as soon as available but in any event within 50 calendar days after the end of each Fiscal Quarter (other than the last Fiscal Quarter in each Fiscal Year), unaudited

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consolidated statements of income and cash flows of the Company for the period from the beginning of the applicable Fiscal Year to the end of such Fiscal Quarter, and unaudited consolidated balance sheets of the Company as of the end of such Fiscal Quarter, setting forth in each case comparisons to the Company’s Annual Operating Budget and to the corresponding period and date in the preceding Fiscal Year, all prepared in accordance with GAAP (subject to normal year-end adjustments); and

(c)  within 90 calendar days after the end of each Fiscal Year, audited consolidated statements of income and cash flows of the Company for such Fiscal Year, and audited consolidated balance sheets of the Company as of the end of such Fiscal Year, setting forth in each case comparisons to the Annual Operating Budget and to the preceding Fiscal Year, all prepared in accordance with GAAP and accompanied by an opinion of a “Big Five” independent public accounting firm;

in each case, with substantially the same amount of detail and explanation as is set forth in the financial statements of the Company covering comparable periods prior to September 30, 2001 that have heretofore been provided to Unilever.

6.2   Maintenance of Books.    The Company shall keep at its principal office books and records typically maintained by Persons engaged in similar businesses and which shall set forth a true, accurate and complete account of the Company’s business in all material respects. Such books and records shall be kept in accordance with GAAP. The Company shall keep appropriate minutes of the proceedings of its Stockholders, the Board and its committees.

6.3   Biannual Review.    The Company shall permit any duly authorized representatives designated in writing by any Stockholder, solely for the purposes of the evaluation of Unilever’s investment in the Company and/or the exercise by Unilever Directors of their fiduciary duties as Directors of the Company and not for any other purpose, including in connection with the operation of the Unilever Group’s business or any of their rights under any Transaction Document, upon reasonable notice and during normal business hours, but not more frequently than twice every Fiscal Year, to (a) perform a reasonable examination of the corporate, tax and financial records of the Company, and (b) have a reasonable opportunity to discuss the business, management, prospects, tax position, finances and accounts of the Company with the Directors, executive officers and independent auditors of the Company; provided, however, that the Unilever Stockholder and its representatives shall not have access, directly or indirectly, to records and information (x) to the extent that such records or information relate to any business of any Holdco Group Member, (y) to the extent that such records or information relate to any business which competes with any Unilever Group Member, or (z) other than those of the Company and its Subsidiaries, and all access by the Unilever Stockholder and its representatives pursuant to this Section 6.3 shall be effected only in accordance with reasonable restricted access or “Chinese Wall” policies and procedures of the Holdco Group designed to restrict such access to the information described in clauses (x), (y) and (z) and to persons who agree to abide by reasonable confidentiality and non-use restrictions in accordance with Section 6.4.

6.4   Confidentiality.

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(a)  Subject to the rights granted to Unilever pursuant to clause 2.1.1 of the Transferred Technology License Agreement, Unilever agrees to maintain, and to cause each other Unilever Group Member and their respective directors, officers, employees and other representatives (including any Unilever Director) to maintain, the confidentiality of, and not to use for any purpose other than the evaluation of Unilever’s investment in the Company and the exercise by Unilever Directors of their fiduciary duties as Directors of the Company, all nonpublic information, documents and materials relating to the Company, its Subsidiaries, any of their Affiliates (including, but not limited to, the Business Plans, the Strategic Plan, business plans, pricing and costs of specific products, customer lists and sales data, proprietary customer data, the identity and other information about product and service sources and quality, performance and management or manufacturing processes, any product development ideas or plans, any information obtained pursuant to Section 6.3 or 8.12 and this Agreement and the terms hereof) (“Confidential Information”) or any other Stockholder, which it now or in the future, until the date on which the Unilever Stockholder ceases to own any Shares, may obtain pursuant to this Agreement or the Exit Note.

(b)  Unilever shall, and shall cause its Affiliates to, (i) not disclose any such information to any Person other than Unilever Directors or any of its directors, employees, professional advisors, auditors or bankers whose duties include the management or monitoring of the business of the Company and who needs to know such information in order to discharge his or her duties or other responsibilities related thereto and who agrees to abide by the restrictions contained in this Section 6.4; and (ii) not use any such information other than for the purpose of managing or monitoring its investment in the Company; provided, that Unilever shall be liable for any failure by any such Person to keep such information strictly confidential.

(c)  Notwithstanding the foregoing, the confidentiality obligations of Sections 6.4(a) and (b) shall not apply to information obtained other than in violation of this Agreement: (i) which any Unilever Group Member or any of their respective officers, employees, representatives, consultants or advisors is required to disclose by judicial or administrative process, or by other requirements of Applicable Law or any Governmental Authority, provided that where and to the extent practicable the disclosing party gives the other party reasonable notice of any such requirement and the opportunity to seek appropriate protective measures and cooperates with such party in attempting to obtain such protective measures; (ii) which becomes available to the public other than as a result of a breach of Sections 6.4(a) and (b) or the Confidentiality Agreements; (iii) which has been provided to any Unilever Group Member or any of their respective officers, employees, representatives, consultants or advisors by a third party who obtained such information other than from any such Person or other than as a result of a breach of Sections 6.4(a) and (b) or the Confidentiality Agreements; (iv) disclosed on a strictly confidential basis to Unilever’s professional advisors, auditors and investment bankers provided that Unilever shall be liable for any failure by such Person to keep such information strictly confidential; or (v) required to enable Unilever to enforce its rights hereunder or under any other Transaction Document.

(d)  Holdco and the Company agree to maintain, and to cause their respective Affiliates, directors, officers, employees and other representatives (other than any Unilever Director) to maintain, the confidentiality of all non–public information, documents and materials relating to any Unilever Group Member that is designated as such by a Unilever Group Member,

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which it now or in the future may possess. Notwithstanding the foregoing, the confidentiality obligations of this subsection (d) shall not apply to information: (i) which any Holdco Group Member or Company Group Member or any of their respective officers, employees, representatives, consultants or advisors is required to disclose by judicial or administrative process, or by other requirements of Applicable Law or any Governmental Authority, provided that where and to the extent practicable the disclosing party gives the other party reasonable notice of any such requirement and the opportunity to seek appropriate protective measures and cooperates with such party in attempting to obtain such protective measures; (ii) which becomes available to the public other than as a result of a breach of this subsection (d) or the Confidentiality Agreements; (iii) which has been provided to any Holdco Group Member or Company Group Member or any of their respective officers, employees, representatives, consultants or advisors by a third party who obtained such information other than from any such Person or other than as a result of a breach of this subsection (d) or the Confidentiality Agreements; (iv) disclosed on a strictly confidential basis to Holdco’s or the Company’s professional advisors, auditors and investment bankers provided that Holdco or the Company, respectively, shall be liable for any failure by such Person to keep such information strictly confidential; or (v) required to enable Holdco or the Company to enforce its rights hereunder or under any other Transaction Document.

(e)  The restrictions contained in this Section 6.4 shall continue to apply to each Stockholder for a period of two years following the date such Stockholder ceased to hold Shares, Notes or the Exit Note.

6.5   Public Disclosures.    Except to the extent reasonably required in connection with an Approved Sale or Public Offering, the Company and the Stockholders shall not, nor shall the Company or the Stockholders permit any Subsidiary to, disclose any Stockholder’s name or identify any Stockholder as a Stockholder in the Company or its Subsidiaries or disclose the provisions of this Agreement in any press release or other public announcement or in any document or material filed with any governmental or regulatory entity or body, without the prior written consent of such Stockholder, unless such disclosure is required (i) in connection with the Financing Agreements (including in connection with the preparation and circulation of the 144A Offering Documents), or (ii) by Applicable Law, rule or regulation (including any Applicable Law, rule or regulation applicable to the 144A Offering Documents) or by order of a court of competent jurisdiction, in which case prior to making such disclosure the Company or the relevant Stockholder shall give written notice to the other parties describing in reasonable detail the proposed content of such disclosure, shall permit such other parties to review and comment upon the form and substance of such disclosure and to seek appropriate protective measures where and to the extent practicable and supported by applicable legal authority and shall cooperate with such other parties in attempting to obtain such protective measures.

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6.6   Directors’ and Officers’ Insurance; Indemnification.

(a)    The Board shall cause the Company to maintain directors’ and officers’ liability insurance coverage adequate to cover risks of such types and in such amounts as are customary for companies of similar size engaged in similar lines of business.

(b)    The Company shall maintain in effect during the term of this Agreement all provisions in the Charter Documents that provide for exculpation of director and officer liability and indemnification (and advancement of expenses related thereto) of the officers and Directors of the Company, and such provisions shall not be amended other than in accordance with Section 4.10(a) and except as either required by Applicable Law or to make changes permitted by law that would enhance the rights of officers and Directors. From and after the Closing Date, the Company shall indemnify and hold harmless to the fullest extent permitted by the Charter Documents each Director against all losses, claims, damages, liabilities, costs or expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation arising out of or pertaining to acts or omissions, or alleged acts or omissions, by them in their capacity as a Director, which acts or omissions occurred after the Closing Date, in each case in accordance with the provisions of Article VI of the New Bylaws.

6.7   Compliance with Agreement.    Unilever shall cause each other Unilever Group Member to comply with the terms of this Agreement. Holdco shall cause each Company Group Member and each Holdco Group Member to comply with the terms of this Agreement.

6.8   Information.    The Unilever Group and the Holdco Group shall each provide all information concerning itself (and confirmation of the accuracy of such information) reasonably required in connection with any Refinancing, Private Placement and any public offering or private sale of debt securities, including high yield debt securities, issued to finance or refinance the consideration paid pursuant to the Purchase Agreement, and the Unilever Group shall refrain from knowingly taking any action that would be reasonably expected to interfere with any such Refinancing, Private Placement, offering or sale.

6.9   Certain Indemnification.    The Company and the Unilever Stockholder shall provide the indemnification set forth on Exhibit 10 on the terms and subject to the conditions set forth therein

6.10   Registers of Holders.    The Company shall ensure that no register of the Common Stock, the Note or the Exit Note will be kept in the United Kingdom by or on behalf of the Company.

6.11   Tax Residence.    The Company shall at all times after Closing be resident for Tax purposes solely in the United States. The Company may change its residence for United States state or local Tax purposes.

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ARTICLE VII

TRANSFERS

7.1   Restrictions on Transfer of Shares.    No Stockholder shall Transfer any Shares, except in accordance with this Article VII.

7.2   Approved Sale; Drag Along.

(a)  Subject to subsections (b) and (c) of this Section 7.2, from and after the fifth anniversary of the Closing Date, if the Stockholders holding a majority of the Shares approve the sale of all or substantially all of the assets of the Company on a consolidated basis or a sale of a majority of the outstanding Shares, including any such sale accomplished by merger, consolidation, recapitalization or otherwise, to any other Person (an “Approved Sale”), each Stockholder shall vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as a (i) merger or consolidation, each Stockholder holding Shares shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) sale of Shares, each holder of Shares shall agree to sell all of its Shares and rights to acquire Shares on the terms and conditions approved by the Stockholders described above. Each Stockholder holding Shares shall take all actions reasonably necessary in connection with the consummation of the Approved Sale as reasonably requested by the Stockholders described above.

(b)  Subject to subsection (c) of this Section 7.2, the obligations of the Stockholders holding Shares with respect to the Approved Sale are subject to the satisfaction of the following conditions: (i) in the case of a sale of a majority of the outstanding Shares, (A) all Stockholders (other than the Unilever Stockholder) shall participate pro rata in the proceeds payable to holders of Common Stock in such sale based on the number of Shares owned by each such Stockholder relative to the aggregate number of Shares then outstanding, and (B) the Unilever Stockholder shall receive the amount described in subsection (c)(i) of this Section 7.2; (ii) upon the consummation of the Approved Sale, each Stockholder shall be entitled to receive the same form of consideration and the same per Share amount of consideration as other Stockholders (other than the Unilever Stockholder who shall be entitled to receive the consideration described in subsection (c) of this Section 7.2); (iii) if any Stockholder is given an option as to the form and amount of consideration to be received, each Stockholder shall be given the same option (other than the Unilever Stockholder who shall be entitled to receive the consideration described in subsection (c) of this Section 7.2); and (iv) no Stockholder shall be required to give any representations and warranties (or indemnification in respect thereof) or be subject to any other liabilities or obligations in connection with any Approved Sale other than representations and warranties (and indemnification in respect thereof) of the type and scope described in Section 8.7(b).

(c)  Notwithstanding the foregoing, no Approved Sale shall be consummated unless (i) the Unilever Stockholder shall have received prior to, or on completion of, such Approved Sale (A) consideration in cash for all the Unilever Shares in an amount equal to the Share Price (as hereinafter defined) for all such Unilever Shares, and (B) consideration in cash for all the Notes held by Unilever Group Members in an amount equal to the Accreted Value of

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such Notes on the date on which the Approved Sale is consummated, (ii) all the Unilever Shares and all such Notes are sold in connection with such Approved Sale, and (iii) no other Shares are sold in such Approved Sale before all the Unilever Shares and the Notes held by Unilever Group Members are sold; provided, however, that the Unilever Stockholder may, in its sole discretion, waive any of the foregoing requirements.

7.3   Certain Permitted Transfers.

(a)  The restriction contained in Section 7.1 shall not apply with respect to any Transfer of all or any Class A Shares by any Holdco Stockholder (i) that is previously approved in writing by the Unilever Stockholder, which approval may be granted or withheld in the Unilever Stockholder’s sole discretion (such approval being deemed to be given by virtue of the execution of this Agreement in respect of any Transfer of Class A Shares made pursuant to Section 7.2), (ii) to any other Holdco Group Member of which Holdco has Holdco Required Control, or (iii) in an Approved Sale; provided, that such restriction shall continue to be applicable to the Class A Shares after any such Transfer, the Transferees of such Class A Shares shall have executed an Assumption Agreement and the Transferring Stockholder promptly notifies the Company and the Unilever Stockholder of the names of such Transferees.

(b)  The restriction contained in Section 7.1 shall not apply with respect to any Transfer of all or any Class B Shares by the Unilever Stockholder (i) that is previously approved in writing by the Holdco Stockholder, which approval may be granted or withheld in the Holdco Stockholder’s sole discretion (such approval being deemed to be given by virtue of the execution of this Agreement in respect of any Transfer of Class B Shares made pursuant to Section 7.2), (ii) to any other Unilever Group Member of which Unilever has Unilever Required Control, or (iii) in an Approved Sale; provided, that such restriction shall continue to be applicable to the Class B Shares after any such Transfer, the Transferees of such Class B Shares shall have executed an Assumption Agreement and the Transferring Stockholder promptly notifies the Company and the Holdco Stockholder of the names of such Transferees.

(c)  Notwithstanding the foregoing, subject to such limitations as the non-Transferring Stockholders may reasonably request, the Transfer of Shares by a Stockholder pursuant to subsection (a) or (b) (as the case may be) of this Section 7.3 at any time to a member of such Transferring Stockholder’s Group shall be subject to the Transferring Stockholder entering into an agreement with the other Stockholders providing that so long as such Transferee holds such Transferring Stockholder’s Shares, such Transferee will remain a member of such Transferring Stockholder’s Group. If such Transferee ceases to be such a member, the foregoing Transfer will be deemed, without further action, to have been rescinded.

(d)  Notwithstanding any other provisions of this Article VII, no Transfer of Shares or any other interest in the Company may be made unless in the opinion of counsel (who may be counsel for the Company), such Transfer would not require registration under the Securities Act or any state or provincial securities or “blue sky” laws applicable to the Company or the interest to be Transferred, or cause the Company to be required to register as an “investment company” under the Investment Company Act of 1940, as amended.

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(e)  The Transferor and Transferee of any Shares or other interest in the Company shall be jointly and severally obligated to reimburse the Company for all reasonable expenses (including attorneys’ fees and expenses) incurred by it in connection with any Transfer or proposed Transfer (other than a Transfer effected pursuant to Section 7.2 or Article VIII), whether or not consummated.

7.4   Stockholders Leaving Groups.    A Holdco Stockholder or a Unilever Stockholder shall Transfer, in a manner and to a Transferee permitted by this Agreement, all the Shares held by it before Holdco or Unilever, respectively, ceases to have Required Control of such Stockholder.

7.5   Termination of Restrictions.    The restriction set forth in Section 7.1 shall continue with respect to each Share following any Transfer thereof; provided, that such restriction shall terminate on the first to occur of an Approved Sale resulting in the Unilever Group ceasing to hold any Shares or Notes or a Public Offering in respect of which Unilever’s consent, including by way of the Supermajority Approval, has been obtained.

7.6   Void Transfers.    Any attempted Transfer by any Stockholder of any Shares or other interest in the Company in contravention of this Agreement (including, without limitation, the failure of the Transferee to execute an Assumption Agreement) shall be void and of no effect and shall not bind or be recognized by the Company or any other party. No purported transferee shall have any voting rights or any right to any profits, losses or distributions of the Company.

7.7   Legend.    Each certificate representing Shares will bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

In addition, during the term of this Agreement, each certificate representing Shares will bear the following legend:

THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO ADDITIONAL TERMS AND CONDITIONS SPECIFIED IN A STOCKHOLDERS’ AGREEMENT, DATED AS OF MAY 3, 2002, A COPY OF WHICH IS ON FILE AND MAY BE OBTAINED FROM THE CORPORATION. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT.

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7.8   Lock-up; Registration Rights.    In connection with the Company seeking Supermajority Approval of a Public Offering, the Unilever Stockholder hereby agrees to negotiate in good faith the terms of (a) a customary lock-up agreement with the Company, and (b) a waiver of the Unilever Stockholder’s rights under Section 8.1 in exchange for customary registration rights for the Unilever Shares; provided, however, that the Unilever Stockholder may withhold its approval of such Public Offering and may withhold its agreement to any such lock-up or waiver in its sole discretion and for any reason whatsoever.

ARTICLE VIII

PUT AND CALL RIGHTS

8.1   Put Right.    Subject to the terms of this Article VIII, including Sections 8.4 and 8.13, at any time after the fifth anniversary of the Closing Date, the Unilever Stockholder shall have the right (the “Put Option”), exercisable by giving written notice to the Company (the “Initial Put Notice,” such notice, together with any other notice given by the Unilever Stockholder pursuant to Section 8.4(c), a “Put Notice”), to require the Company to purchase from the Unilever Stockholder, at a price equal to the Put Price, all, but not less than all, of (a) the Unilever Shares then beneficially owned by the Unilever Group Members (the “Put Shares”), and (b) the Notes then beneficially owned by the Unilever Group Members (the “Put Notes” and, together with the Put Shares, the “Put Securities”); provided, however, that, except as otherwise specified herein, no Put Notice shall be effective unless it is given during a Notice Period. Subject to subsections (c) and (d) of Section 8.4, the Put Option may be exercised only once.

8.2   Put Price.

(a)  The purchase price (i) for Unilever Shares purchased by the Company pursuant to this Agreement shall be equal to the total of (A) the Fair Market Value of such Shares, plus (B) any accrued interest and adjustments pursuant to subsection (b) of this Section 8.2 (collectively, the “Share Price”), and (ii) for Put Notes shall be equal to the Accreted Value thereof on the applicable Put Closing Date, without any payment of premium or penalty, including any premium or penalty that may be provided for in the Put Notes or the Note Indenture (collectively with the Share Price, but subject to subsection (b) of this Section 8.2, the “Put Price”).

(b) If the aggregate Share Price for (x) any Unilever Shares to be purchased on any date after a Put Closing Date or Call Closing Date, as the case may be, or (y) all the Unilever Shares (the Unilever Shares referred to in clause (x) or (y) above in either case being the “Remaining Unilever Shares”) is, in either case, fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b) or 8.13(b)(i), then the Share Price of such Shares (i) shall be equal to (A) with respect to the Remaining Unilever Shares referred to in clause (x) above, the Share Price applicable to the Unilever Shares purchased on such Put Closing Date or Call Closing Date, as the case may be, and (B) with respect to the Remaining Unilever Shares referred to in clause (y) above, an amount equal to the Fair Market Value of such Shares based on a deemed Base Value of eight times the Applicable EBITDA pursuant to Section 8.5(b) or the Share Price applicable to the Unilever Shares that the Company has failed to purchase by the Eighth Year, as the case may be, in each case with respect to clauses (A) and (B) on the basis of the number of such

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Remaining Unilever Shares and the total number of issued and outstanding Shares (on a Fully-Diluted basis) on the date the Initial Put Notice or Call Notice, as the case may be, is given, and (ii) shall be increased by an amount equal to (X) interest on such amount at the Applicable Rate as of the date on which such amount is fixed (the “Fixed Price Date”) accruing from (and including) the Fixed Price Date to (but excluding) the date on which the Share Price is paid by the Company (whether in cash or with the Exit Note) for the Remaining Unilever Shares, minus (Y) the sum of (1) the value of any dividends or distributions paid on, or with respect to, the Remaining Unilever Shares with a record date after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company, and (2) subject to the proviso to the definition of “Repurchase Expenses” herein, the Unilever Stockholder’s pro rata share of all Repurchase Expenses (measured by the Unilever Stockholder’s Ownership Interest at the time such Repurchase Expenses are incurred) incurred after the Fixed Price Date and through and including the date on which the Remaining Unilever Shares are purchased by the Company. The interest referred to in clause (X) above shall be calculated on the basis of a year of 360 days and the actual number of days for which interest is due.

8.3    Put Closing.    Subject to Section 8.4, the closing of the purchase of Put Securities or Partially Put Securities (the “Put Closing”) shall take place at the offices of the Company on a date as the Company shall specify by notice to the Unilever Stockholder, which date shall be as promptly as practicable following the delivery of the applicable Put Notice and in any event not later than (a) 90 calendar days after the later to occur of (i) the date such Put Notice or the Partial Put Notice (as the case may be) is received by the Company, (ii) the date on which the Fair Market Value of the Put Shares shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of any Governmental Authority necessary for the purchase of the Put Securities shall have been obtained, or (iv) the date on which the Contingent Payment shall have been determined pursuant to Section 3 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Put Closing Date”). On the Put Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b). At the Put Closing, (x) on a Put Closing Date prior to the Eighth Year and, subject to clause (y) below, on a Put Closing Date after the Eighth Year, (i) the Unilever Stockholder shall deliver to the Company, (A) with respect to Put Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Put Shares then to be purchased by the Company, and (B) with respect to Put Notes, the original of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note to be repurchased by the Company, in exchange for (ii) payment of the Put Price for such Put Securities or Partially Put Securities to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds, and (y) on a Put Closing Date after the Eighth Year where the conditions set forth in Sections 8.4(a)(ii) shall not have been satisfied (an “Eighth Year Put Closing Date”), the Unilever Stockholder shall deliver to the Company a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing all the Unilever Shares, in exchange for payment of the Share Price for such Unilever Shares to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by delivery of the Exit Note; provided, however, that the Unilever Stockholder

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may elect, by written notice given no later than five Business days prior to the Eighth Year Put Closing Date, to retain such Unilever Shares in lieu of the Exit Note.

8.4   Termination and Limitations of Put Rights.

(a)  Notwithstanding anything to the contrary in this or any other agreement, the right of the Unilever Stockholder to sell and the obligation of the Company to purchase the Put Securities to the Company pursuant to Section 8.1 (i) on a Put Closing Date prior to the Eighth Year, shall be subject to and conditional upon consummation by the Company of a Refinancing, and (ii) for cash on the Eighth Year Put Closing Date, shall be subject to and conditional upon (A) consummation by the Company of a Refinancing or an Eighth Year Action, and (B) such sale and purchase not violating, constituting a breach of, or causing an event of default under (or an event that, after notice or passage of time or both, would constitute such a violation, breach or event of default) the Financing Agreements. For the avoidance of doubt, the delivery of the Exit Note in accordance with Section 8.3 shall not be subject to any of the conditions set out in this Section 8.4.

(b)  The Company’s obligation to purchase Put Securities or any Partially Put Securities under Sections 8.1 and 8.3 shall be suspended so long as, and to the extent that, immediately after giving effect to such purchase, the Company would violate any provision of the DGCL; provided, however, that such obligation shall revive immediately after the condition referred to in this subsection (b) no longer exists. The Company shall (i) take such steps in accordance with the DGCL, including Sections 160 and 172 thereof, as are necessary to determine whether any such purchase would violate any provision of the DGCL, including instructing its independent auditors to prepare such calculations and financial reports as may be necessary for the Board to make such determination, and (ii) use its reasonable best efforts prior to the Seventh Year and best efforts after the Seventh Year to structure any Refinancing to avoid any such violation; provided, further, that the Company shall not be required to issue Common Stock or other equity securities or Common Stock Equivalents to any Person in connection with any Refinancing.

(c)  Following the receipt of a Put Notice, the Company shall (i) prior to the Seventh Year, use its reasonable best efforts to consummate a Refinancing (to be consummated on the applicable Put Closing Date), including providing all information concerning itself (and confirmation of the accuracy of such information) reasonably required in connection therewith, and (ii) after the Seventh Year, use its best efforts to consummate such a Refinancing and to take Eighth Year Actions in accordance with Section 8.13. If after receiving a Put Notice at any time prior to the Eighth Year and after having used such efforts, the Company shall not have consummated a Refinancing which will yield Net Proceeds of more than 50% of the Put Price by the 120th calendar day following receipt by the Company of the Initial Unilever Proposals (or the date by which the Unilever Stockholder is required to deliver the Initial Unilever Proposals pursuant to Section 8.9) (the “Refinancing Period”), the Initial Put Notice shall terminate and the right to exercise the Put Option shall be suspended for the period commencing on the last day of the Refinancing Period and ending after the earlier of the first anniversary of the date on which the Initial Put Notice was given or the Eighth Year, at which time the Unilever Stockholder shall have the right to give a new Put Notice; provided, however, that if the Refinancing Period would

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expire prior to the date on which Fair Market Value shall have been determined pursuant to Sections 8.9, 8.10 and 8.11, the Refinancing Period shall be extended until such date.

(d)  If the Company can arrange for a Refinancing which will yield Net Proceeds of more than 50% but less than 100% of the Put Price within the Refinancing Period, (i) the Unilever Stockholder shall designate, by written notice given to the Company (the “Partial Put Notice”) within five Business Days of receipt by the Unilever Stockholder of notice of such arrangements, the Partially Put Securities, including its election in respect of clauses (i) and (ii) of the definition of “Partially Put Securities,” (ii) the Company shall be required to purchase only the Partially Put Securities as so elected, (iii) the Initial Put Notice shall terminate and the right to exercise the Put Option shall be suspended with respect to the Put Securities other than the Partially Put Securities (the “Remaining Put Securities”) for the period commencing on the Put Closing Date on which such Partially Put Securities are purchased and ending on the earlier of the date falling 18 months after such Put Closing Date or the Eighth Year, at which time a new Put Notice shall be deemed to have been given in respect of all of the Remaining Put Securities, and the Company shall renew its efforts to arrange a Refinancing, and (iv) the provisions of this Section 8.4 shall apply to the Remaining Put Securities, and the Put Price in relation to the Remaining Put Securities shall be determined in accordance with Section 8.2. Notwithstanding the foregoing, if the Company consummates a Refinancing which will yield less than 100% of the Put Price following the exercise of a Put Option, (x) Unilever may elect, by written notice to the Company given on or prior to the applicable Put Closing Date, to fix the aggregate Share Price for the Remaining Unilever Shares as of such Put Closing Date, and (y) the Unilever Stockholder shall not be required to sell Put Shares pursuant to this subsection (d) to the extent that, as a result of such sale, the Unilever Stockholder’s Ownership Interest would be reduced below 10% without its consent; provided, however, that if the Partially Put Securities include Put Shares and Put Notes, the Company shall not be required to purchase such Shares and Notes in relative amounts other than as described in clause (ii) of the definition of “Partially Put Securities” herein.

(e)  Each giving or deemed giving of a Put Notice to the Company pursuant to subsection (c) or (d) of this Section 8.4 shall be deemed a separate exercise by the Unilever Stockholder of its Put Option and shall cause the provisions of Sections 8.1, 8.2, 8.3 and this Section 8.4 to apply, mutatis mutandi, to such exercise, as if such Put Notice was the Initial Put Notice given hereunder.

(f)  If the Company purchases less than all the Put Securities pursuant to this Section 8.4 or Section 8.13(a), the Company shall, in good faith, consider possible alternatives regarding the purchase of the Remaining Put Securities and, at the Unilever Stockholder’s reasonable request, meet in good faith with the Unilever Stockholder from time to time to discuss such alternatives; provided, however, that the Company shall not be required to, and in its sole discretion may elect not to, pursue any such alternatives, and no such meetings or discussions shall be binding in any respect.

(g)  On the maturity date of the Exit Note, the right of the Unilever Stockholder to exercise the Put Option pursuant to Section 8.1 with respect to Notes beneficially owned by any Unilever Group Member and, to the extent it relates to Put Notes, any outstanding Put Notice shall terminate.

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(h)  Notwithstanding anything to the contrary contained herein, no Holdco Group Member shall be required to make any additional contribution or pay any assessment or other amount to the Company to enable the Company to perform its obligations under this Article VIII.

8.5   Call Right.

(a)  At any time after the fifth anniversary of the Closing Date, the Company shall have the right (the “Call Option”) exercisable by giving written notice to the Unilever Stockholder (the “Call Notice”) to purchase from the Unilever Stockholder, at a price equal to the Put Price, at least 50% of the Unilever Shares then beneficially owned by the Unilever Group Members (the “Call Shares”) and at least 50% of the aggregate Accreted Value of all the Notes then beneficially owned by the Unilever Group Members (the “Call Notes” and, together with the Call Shares, the “Call Securities”); provided, however, that no Call Notice shall be effective unless it is given during the Notice Period; provided, further, that the relative percentages of such Unilever Shares represented by such Call Shares and of such aggregate Accreted Value represented by such Call Notes (measuring the Call Notes on the basis of their Accreted Value), respectively, shall be as near to equal as possible. The Call Option may be exercised, in whole or in part, and from time to time more than once. Notwithstanding the foregoing, if the Company exercises its Call Option with respect to less than 100% of the Unilever Shares and Notes, in each case then beneficially owned by the Unilever Group Members, (x) the Unilever Stockholder may designate, by written notice to the Company given within five Business Days of receipt by the Unilever Stockholder of the Call Notice, whether the Call Securities (A) comprise the Call Shares and Call Notes specified in the Call Notice, or (B) comprise solely Call Shares with an aggregate Share Price, subject to clause (z) below, equal to the aggregate Put Price of the Call Shares and Call Notes specified in the Call Notice, (y) the Unilever Stockholder may elect, by written notice to the Company given on or prior to the applicable Call Closing Date, to fix the aggregate Share Price for the Remaining Unilever Shares as of such Call Closing Date, and (z) the Unilever Stockholder shall not be required to sell Call Shares pursuant to this Section 8.5 to the extent that, as a result of such sale, the Unilever Stockholder’s Ownership Interest would be reduced below 10% without its consent; provided, however, that if the Call Securities, as designated by the Unilever Stockholder, include Call Shares and Call Notes, the Company shall not be required to purchase such Shares and Notes in relative amounts other than as described in last proviso to the first sentence of this Section 8.5.

(b)  The Company may, in its sole discretion, elect to terminate a Call Notice and any obligation it may have to purchase Call Securities pursuant to this Agreement by written notice to the Unilever Stockholder and shall not be liable for failing to purchase Call Securities on or prior to the Call Closing Date, and, if the Company does not terminate a Call Notice but fails, for any reason, to consummate the Call Option on or prior to the Call Closing Date determined in accordance with Section 8.6, then such Call Notice will be deemed to have been terminated on such date; provided, however, that the Unilever Stockholder may elect, by written notice to the Company given no later than ten Business Days after the date on which the Applicable EBITDA shall have been determined pursuant to Sections 8.9 and 8.10, to fix the aggregate Share Price for the Remaining Unilever Shares, at an amount equal to the Fair Market Value of such Shares based upon a deemed Base Value of eight times the Applicable EBITDA, as of the Call Closing Date determined in accordance with Section 8.6.

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8.6   Call Closing.    Subject to Section 8.5(b), the closing of the purchase of the Call Securities pursuant to a Call Option shall take place at the offices of the Company on a date as the Company shall specify in the applicable Call Notice not more than (a) 90 calendar days after the later to occur of (i) the date the Call Notice is received by the Unilever Stockholder, (ii) the date on which the Fair Market Value shall have been agreed to by the Unilever Stockholder and the Company or otherwise determined pursuant to Sections 8.9, 8.10 and 8.11, (iii) the date on which any consents or approvals of governmental authorities necessary for the purchase of the Call Securities shall have been obtained, or (iv) the date on which the Contingent Payment Amount shall have been determined pursuant to Section 2 of Exhibit 9, if applicable, or (b) the last day of the Refinancing Period (such date, the “Call Closing Date”). On the Call Closing Date, the Company shall be entitled to receive the representations and warranties from the Unilever Stockholder described in Section 8.7(b). At the closing, the Unilever Stockholder shall deliver to the Company (x) with respect to Call Shares, a certificate or certificates (properly endorsed or accompanied by stock powers or similar appropriate documentation of authority to transfer) evidencing the number of Call Shares then to be purchased by the Company, and (y) with respect to Call Notes, the original of the Note and instruments of transfer complying with the Note Indenture evidencing the amount of the Note to be repurchased by the Company, in exchange for payment of the Put Price for the Call Securities subject to the Call Option to the Unilever Stockholder, including any accrued interest and adjustments pursuant to Section 8.2(b), by wire transfer of immediately available funds.

8.7   Purchase Terms.    The purchase and sale of Subject Securities shall be on the following terms:

(a)  The Capital Stockholder shall represent and warrant that assuming (i) that each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party is a valid and binding obligation of the Company, enforceable against it in accordance with its terms, (ii) that the Company is duly organized and validly existing under the laws of the State of Delaware and has the requisite corporate power and authority to execute each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party, (iii) that all actions required to be taken prior to the Put Closing or Call Closing by the Company under each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party or required by Applicable Law have, in each case, been duly taken prior to such Put Closing or Call Closing, (iv) that all actions (including the making of any filings) required to be taken by the Company under each instrument to be delivered pursuant to Section 8.3 or 8.6 to which the Company is a party or required by Applicable Law will, in each case, be duly taken following the Put Closing or Call Closing, and (v) that the Company Group has acted in good faith and does not have notice of any adverse claim with respect thereto, the instruments to be delivered by the Unilever Stockholder to the Company pursuant to Section 8.3 or 8.6 shall be valid and effective to transfer (x) good and valid title to the Subject Securities to the Company free and clear of any claims, security interests, liens, pledges, charges, escrows, options, proxies, rights of first refusal, preemptive or subscription rights, mortgages, hypothecations, prior assignments remaining in effect, title retention agreements, indentures, security agreements or any other encumbrances of any kind, and (y) all rights of any nature attaching to them including all rights to any dividends, interest or other distributions thereafter declared, paid or made after the purchase has been consummated; and

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(b)  The Unilever Stockholder shall warrant in respect of itself and the other Unilever Group Members that:

(i)  it is the sole legal and beneficial owner of the Subject Securities;

(ii)  except for the Call Option, the Put Option and the restrictions contained in Article VII, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance or equity on, over or affecting the Subject Securities or any of them and there is no agreement or commitment to give or create any of the foregoing;

(iii)  it has the requisite power and authority to sell the Subject Securities and do all other things it is required to do in connection with such purchase and sale under this Article VIII;

(iv)  the instruments of transfer executed pursuant to this Article VIII constitute binding obligations of the Unilever Stockholder in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors’ rights from time to time in effect and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law; and

(v)  the performance of its obligations under this Article VIII will not: (A) result in a breach of any provision of its constitutional documents, (B) result in a breach of or constitute a default under any instrument to which it is a party or by which it is bound, (C) result in a breach of any order, judgment or decree of any court or governmental agency to which it is a party or by which it is bound, or (D) require the consent of its shareholders or any other Person, which consent has not been obtained.

8.8   Adjustment of Fair Market Value.    Subject to compliance by the Company with Section 4.10 and 8.13(c), the Company or the Board shall adjust the Fair Market Value as may be necessary to equitably reflect (a) any stock split, stock dividend or similar recapitalization or reorganization of the Company that occurs during the Pre-Closing Period and results in a change in the number of issued and outstanding Shares in order to prevent any dilution or enlargement of Stockholders’ rights and obligations under this Article VIII in connection with the exercise of any Put Option or Call Option hereunder, and (b) the issuance of any Common Stock or Common Stock Equivalents that occurs during the Pre-Closing Period; provided, however, that no such adjustment shall be made for any such transaction effected without the Unilever Stockholder’s consent.

8.9   Determination of Fair Market Value.

(a)  If the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”),

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which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively.

(b)  Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement.

(c)  The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

8.10   Expert Determination of Applicable EBITDA.

(a)  If the Company and the Unilever Stockholder shall not have agreed on (i) the Applicable EBITDA within the periods described in Section 8.9(c) and/or (ii) the Cash Flows for any one or more Fiscal Years within the periods described in Section 1 of Exhibit 9, determination of such Applicable EBITDA and/or Cash Flows, as the case may be, shall be referred to the Accounting Expert. The Accounting Expert shall be requested to make its determination, if practicable, within a period of 30 Business Days after its appointment.

(b)  Each of the Company and the Unilever Stockholder shall submit to the Accounting Expert a proposed Applicable EBITDA and/or Cash Flows, as applicable, and the basis for its computation thereof in accordance with Exhibit 4 or Exhibit 9, respectively. A copy of any submission or information supplied by the Company or the Unilever Stockholder to the Accounting Expert shall be supplied contemporaneously to the other party. The Accounting

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Expert shall determine (in its opinion and having requested such further information from the Company and the Unilever Stockholder as it shall require) the Applicable EBITDA prepared in accordance with Exhibit 4 and/or the amount of such Cash Flows prepared in accordance with Exhibit 9, as applicable. The Accounting Expert shall certify to the Company and the Unilever Stockholder (i) that it has considered the respective submissions of the Company and the Unilever Stockholder and has determined the Applicable EBITDA in accordance with Exhibit 4 and/or the amount of such Cash Flows in accordance with Exhibit 9, as applicable, and (ii) the amount of such Applicable EBITDA (the “Certified Applicable EBITDA”) and/or such Cash Flows (the “Certified Cash Flows”). The Certified Applicable EBITDA shall be deemed to be the Applicable EBITDA for the purposes of this Article VIII, and the Certified Cash Flows shall be deemed to be the Cash Flows for the applicable Fiscal Year for the purposes of Exhibit 9. The Accounting Expert shall act as expert and not as arbitrator, and its determination shall be final and binding upon the Company, the Holdco Stockholder and the Unilever Stockholder in the absence of manifest error.

8.11   Expert Determination of Base Value.

(a)   Subject to Section 8.9(b), if the Company and the Unilever Stockholder shall not have agreed on the Base Value within the periods described in Section 8.9(c), then the Financial Advisors shall use their best efforts for an additional 30 Business Days to agree upon the Base Value. Any Base Value mutually agreed upon by the Financial Advisors within such additional 30-Business Day period shall be final and binding upon the Company and the Unilever Stockholder and shall be deemed to be the Base Value for the applicable Measurement Period for the purposes of this Article VIII. Any dispute as to the Base Value that is not resolved by the Financial Advisors during such additional 30-Business Day period shall be submitted to the Financial Expert in accordance with subsection (b) of this Section 8.11.

(b)  If the Financial Advisors shall not have agreed on the Base Value within the additional 30-Business Day period described in subsection (a) of this Section 8.11, determination of the Base Value shall be referred to an independent investment banking firm mutually agreed upon by the Financial Advisors (the “Financial Expert” and, together with the Accounting Expert, the “Experts”). The Financial Expert shall be requested to make its determination, if practicable, within a period of 30-Business Days after its appointment.

(c)  Each of the Company and the Unilever Stockholder shall submit to the Financial Expert a proposed Base Value and the reasons for such value. A copy of any submission or information supplied by the Company or the Unilever Stockholder to the Financial Expert shall be supplied contemporaneously to the other party. The Financial Expert shall determine (in its opinion and having requested such further information from the Company and the Unilever Stockholder as it shall require) the Base Value in accordance with the Valuation Principles.

(d) The Financial Expert shall certify to the Company and the Unilever Stockholder (i) that it has considered the respective submissions of the Company and the Unilever Stockholder and has determined the Base Value as of the last day of the applicable Measurement Period according to the principles of this Section 8.11, and (ii) the amount of such Base Value (the “Certified Base Value”). The greater of (x) the Certified Base Value, and (y)

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eight times the Certified Applicable EBITDA shall be deemed to be the Base Value for the applicable Measurement Period for the purposes of this Article VIII. The Financial Expert shall act as expert and not as arbitrator, and its determination shall be final and binding upon the Company, the Holdco Stockholder and the Unilever Stockholder in the absence of manifest error.

(e)  The costs of the Experts’ determinations shall be included in the Repurchase Expenses.

8.12   Information.

(a)  During the period commencing no later than 10 Business Days following the exercise of the Put Option or the Call Option or the Approved Sale Notice Date, as the case may be, and ending on the date of submission of the Initial Unilever Proposals, upon the Unilever Stockholder’s request, the Company will provide the Unilever Stockholder (and its professional advisers, subject to customary confidentiality undertakings) with such historic and prospective information existing on the date on which the Put Option or Call Option is exercised, or the Approved Sale Notice Date (as the case may be) and reasonably requested by the Unilever Stockholder for the purposes of arriving at its valuation, including, inter alia, historical and forecast financial information for the Company and information reasonably required to determine Applicable EBITDA in accordance with Exhibit 4, in each case in the possession of the Company on the date on which the Put Option or Call Option is exercised, or the Approved Sale Notice Date (as the case may be). This same information shall be supplied, if applicable, to the Experts, subject to customary confidentiality undertakings.

(b)  The information supplied by the Company to the Experts shall be prepared in good faith but otherwise without liability on the part of the Company and any Holdco Group Member or any other party involved in the supply of information.

8.13     Failure by the Company to Acquire Shares.

(a)  If the closing of the sale and purchase of the Put Shares or the Call Shares, as the case may be, is not consummated on the date described in Section 8.3(a)(i), (a)(ii), (a)(iv) or (b) or Section 8.6(a)(i), (a)(ii), (a)(iv) or (b), as the case may be, by reason that necessary consents and approvals of Governmental Authorities for such sale and purchase have not been obtained (despite all reasonable best efforts to procure such approvals having been used by the Company and the Unilever Stockholder), then:

(i)  the closing of the sale and purchase of such Put Shares or Call Shares under Section 8.3 or 8.6, respectively, shall be conditional upon obtaining such consents and approvals; and

(ii)  (A) prior to the Eighth Year, the Company and the Unilever Stockholder shall continue to use all reasonable best efforts to obtain the consents and approvals of any Governmental Authority necessary for the purchase of the Subject Securities as referred to in Section 8.3(a)(iii) and 8.6(a)(iii), including taking such measures as shall be reasonably required, having regard to the interests of the Business, to obtain such consents and approvals, and (B) from and after the Eighth Year, the Company shall use its best efforts to structure the

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purchase by it of the Put Shares or Call Shares so as to facilitate, or avoid the necessity of, obtaining such consents and approvals, and the Unilever Stockholder will cooperate with and assist the Company in such efforts.

(b)  If, by the Eighth Year, the Company shall have failed to purchase the Put Securities or the Call Securities for cash pursuant to Section 8.4(a)(ii):

(i)  if the Share Price has not previously been fixed pursuant to Section 8.4(d), 8.5(a) or 8.5(b), the aggregate Share Price as determined in accordance with Sections 8.9, 8.10 and 8.11 for the Remaining Unilever Shares (such determination to be made on the next applicable exercise of the Put Option or Call Option) shall be fixed as of the Eighth Year; and

(ii)  the Unilever Stockholder’s sole and exclusive remedies (other than remedies for breach of the provisions of this Agreement) shall be, subject in each case to Sections 8.13(c) and 10.17, and without derogation of the Unilever Stockholder’s rights under the Exit Note and, subject to Section 10.16(b), the Note, to elect to:

(A)  negotiate a sale of any or all of the Unilever Shares and the Notes then beneficially owned by any Unilever Group Member to a third party (a “Unilever Sale”); provided, that (1) the Holdco Stockholder shall have the right to approve any purchaser of such Shares which approval shall not be unreasonably withheld or delayed, and (2) any sale of such Shares shall be made free of the restrictions under Article VII; provided, further, that in connection with any proposed Unilever Sale the Holdco Stockholder shall review, at the Unilever Stockholder’s reasonable request, a list of proposed purchasers and designate which such purchasers it approves and shall otherwise cooperate in all reasonable respects in connection with such Unilever Sale, including by preparing preliminary and final offering memoranda, assisting the Unilever Stockholder in the preparation of a confidential information package for delivery to approved potential purchasers, participating in investors’ meetings, conferences and telephone calls, providing information and projections prepared by the Company or its advisors, and allowing reasonable access to such purchasers to conduct due diligence, subject to customary confidentiality undertakings;

(B)  cause the Company to arrange for the private placement and sale of Shares (including any or all of the Unilever Shares) or other securities of the Company (a “Private Placement”); provided, that (1) the Company shall consult with the Unilever Stockholder as to the most appropriate method of sale, having regard to the mutual interests of the Company and the Holdco Stockholders in effecting an efficient and orderly sale, but shall otherwise be free to conduct the sale as it sees fit, (2) the Holdco Stockholder shall have the right to approve any purchaser of such Shares or securities, which approval shall not be unreasonably withheld or delayed, and (3) any sale of such Shares shall be made free of the restrictions under Article VII; and/or

(C)  cause the Company to arrange for the sale of part or all of (1) the Company’s Japanese business, divisions, assets or Subsidiaries (including through the public sale of securities), and/or (2) Polymer or its assets or Subsidiaries (a “Subsidiary Sale” and, together with a Unilever Sale and a Private Placement, the “Eighth Year Actions”);

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in each case as shall be necessary to yield Net Proceeds sufficient to pay the Share Price. Subject to subsection (b)(iv) of this Section 8.13, upon the Unilever Stockholder making any such election(s) (which shall be communicated to the Company by written notice), the Company shall use its best efforts to consummate such Eighth Year Actions no later than the maturity date of the Exit Note and shall, and shall be entitled to, take all reasonable steps on its part as are necessary to carry out such Eighth Year Actions, including structuring such Eighth Year Actions to avoid any violation of the DGCL. It is expressly agreed and understood that any and all other remedies (other than remedies described in this Section 8.13 and remedies for breach of the provisions of this Agreement), whether arising by this Agreement, any other agreement or operation of law, and whether at law or in equity (other than the Unilever Stockholder’s remedy of enforcing the Exit Note and, subject to subsection (b)(iv) of this Section 8.13 and Section 10.16(b), the Note), are hereby expressly waived by Unilever and each other Unilever Stockholder.

(iii)  Subject to subsection (c) of this Section 8.13, Net Proceeds of Eighth Year Actions received before the Eighth Year Put Closing Date shall be applied to the Put Price, and such Net Proceeds received after the Eighth Year Put Closing Date shall be applied to pay or prepay amounts owing under the Exit Note. For the avoidance of doubt, Net Proceeds of any sales of Unilever Shares pursuant to Unilever Sales and/or Private Placements shall belong to the Unilever Stockholder.

(iv)  Each of the Stockholders hereby agrees, consents to and acknowledges that the undertaking and agreements of the Company in this Section 8.13 (other than undertakings and agreements relating to sales of Unilever Shares) are subject to the provisions of the Financing Agreements, including restrictions on the sale of assets, sale of equity, repurchase of Shares and the requirement to apply the proceeds of certain sales of capital stock and assets to the reduction of Indebtedness, and the rights, remedies and powers of the lenders or noteholders (other than any Unilever Group Member) and holders of collateral thereunder, and to the exercise thereof by such lenders, noteholders and holders with respect to the Company and its Subsidiaries and that no right or remedy provided in this Section 8.13 or any provision of this Section 8.13 (other than undertakings and agreements relating to sales of Unilever Shares) shall not be exercised or enforced unless and until such exercise or enforcement shall not conflict with, violate or result in a breach of any of the Financing Agreements.

8.14   Priority of Put and Call Rights.    Following the delivery of a Call Notice by the Company, the Unilever Stockholder’s right to exercise the Put Option with respect to the Unilever Shares and Notes then beneficially owned by the Unilever Group Members shall be suspended from the end of the Notice Period during which such Call Notice was delivered until after the earlier of the date on which such Call Notice is terminated pursuant to Section 8.5(b) or the date immediately following the delivery by the Company pursuant to Section 6.1(b) or (c) of financial statements for a period that includes the applicable Call Closing Date, as the case may be. Following the delivery of a Put Notice by the Unilever Stockholder, the Company’s right to exercise the Call Option with respect to the Put Securities subject to the Put Option shall be suspended until after the earlier of the date on which such Put Notice is terminated pursuant to Section 8.4(c) or the date immediately following the delivery by the Company pursuant to Section 6.1(b) or (c) of financial statements for a period that includes the applicable Put Closing Date, as the case may be.

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8.15   Exit Planning.    After the fourth, but prior to the fifth, anniversary of the Closing Date, at the Unilever Stockholder’s reasonable request, the Company and the Unilever Stockholder shall meet in good faith from time to time to discuss possible exit strategies with respect to the sale or repurchase of the Unilever Shares and the Notes then beneficially owned by the Unilever Group Members; provided, however, that no such meetings or discussions shall be binding in any respect.

8.16   Agency Adjustment.    If (a) upon the expiration of the Agency Agreement, the parties thereto enter into a new agreement with a term (the “Agency Term”) of at least two years (a “New Agency Agreement”), the Agency Adjustment shall be subtracted from the Net Debt Amount applicable to the Share Price payable on the first Put Closing Date or Call Closing Date, as the case may be, following the date of the New Agency Agreement. The Agency Adjustment shall not be taken into account more than once. For the avoidance of doubt, the Company’s liability or obligation to subtract the Agency Adjustment from the Net Debt Amount, if any, shall not be deemed to be Indebtedness.

8.17   Contingent Payments.    The Unilever Stockholder shall have the right to receive the Contingent Payments, if any, on the terms and subject to the conditions set forth on Exhibit 9 in recognition of its period of ownership of the Class B Shares.

ARTICLE IX

TERMINATION

9.1   Termination.    This Agreement shall terminate immediately (except for those provisions expressly stated to continue for a longer period of time and without prejudice to any rights or liabilities arising under this Agreement prior to such termination to which Sections 10.11, 10.12 and 10.17 will continue to apply):

(a)  in respect of Unilever and the Unilever Group, if Unilever (together with the other Unilever Group Members) ceases to have any interest in any Class B Shares, any Notes, and the Exit Note, and

(b)  in respect of the rights and obligations of any Stockholder, if it and all members of its Group cease to hold any Shares and the Person to whom Shares have been Transferred in accordance with Article VII by that Stockholder and the members of its Group has entered into an Assumption Agreement assuming the role of the Unilever Stockholder under this Agreement (in the case of a transfer of the Unilever Shares) or assuming the role of the Holdco Stockholder (in the case of a transfer of the Holdco Shares).

9.2   Prior Breach.    Notwithstanding the foregoing, or any other provision of this Agreement, nothing herein shall relieve the Company or any Stockholder from liability for any prior breach of any provision of this Agreement or impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

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ARTICLE X

GENERAL PROVISIONS

10.1   No Offset.    Unless otherwise expressly provided under this Agreement, whenever the Company is to pay any sum to any Stockholder, any amounts that Stockholder owes to the Company shall not be deducted from that sum before payment.

10.2   Notices.    Except as expressly set forth to the contrary in this Agreement, all notices, requests and consents provided for or permitted to be given under this Agreement must be in writing and must be given either (a) personally by a reputable courier service that requires a signature upon delivery, (b) by Federal Express or another nationally recognized overnight courier, fees prepaid, (c) by registered or certified first class mail, postage prepaid, return receipt requested, or (d) by facsimile or email transmission with receipt confirmation. Any such notice, request or consent shall be deemed to have been given: (i) if given by courier, as of the date of personal or overnight delivery, (ii) if given by mail, as of the fifth calendar day after its deposit into the custody of the postal service as evidenced by the date-stamped receipt issued upon such deposit, and (iii) if given by facsimile or email, as of the date and time electronically transmitted. All notices, requests and consents to be given to a Stockholder must be sent to or made at the address or facsimile number or email address for that Stockholder set forth on Schedule A, or such other address as that Stockholder may specify by written notice to the other Stockholders. Any notice, request, or consent to the Company or the Board must be given to the Board at the following address or facsimile number or email address and to each other Stockholder; provided, however, that notices given pursuant to Section 4.8 shall not be effective if given solely by email:

Johnson Professional Holdings, Inc.

c/o S.C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

USA

Attention: General Counsel

Facsimile: 262.631.4021

Email: JoAnne.Brandes@jwp.com

with copies to:

Jones, Day, Reavis & Pogue

77 West Wacker Drive

Chicago, IL 60601-1692

USA

Attention: Elizabeth C. Kitslaar, Esq.

Facsimile: 312.782.8585

Email: ekitslaar@jonesday.com

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Whenever any notice is required to be given by law, the Charter Documents or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

10.3   Entire Agreement.    This Agreement, including the Exhibits and Schedules hereto, the Confidentiality Agreements and the other Transaction Documents constitute the entire agreement of the Stockholders and their Affiliates relating to the subject matter hereof and supersede all prior contracts or agreements with respect to the Company, whether oral or written.

10.4   Effect of Waiver or Consent.    A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations under this Agreement is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement. Failure on the part of a Person to complain of any act of any other Person or to declare any other Person in default in the performance of such other Person’s obligations under this Agreement, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

10.5   Amendment, Modification or Waiver.    Except as otherwise expressly provided herein, this Agreement may be amended, modified or waived from time to time only by a written instrument signed, in the case of an amendment, by the Company and all of the Stockholders, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that the Board may amend and modify Schedule A to the extent necessary to reflect the Transfer of Shares and Exhibit B to the extent necessary to reflect the adoption of a New Material Benefit Plan, in each case as permitted in accordance with this Agreement.

10.6   Binding Effect.    Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Stockholders and their respective permitted successors, assigns, heirs and legal representatives. Neither Stockholder nor any member of its Group may assign any of its rights or obligations under this Agreement in whole or in part otherwise than pursuant to a Transfer of Shares in accordance with the terms of this Agreement. Notwithstanding anything in the foregoing to the contrary, each party hereto may assign as collateral security all of its rights under this Agreement to any secured creditor of such assigning party, and each party hereto hereby acknowledges and consents to such assignment.

10.7   Specific Performance.    The parties agree that any breach by any of them of any provision of this Agreement would irreparably injure the Company and the other Stockholders, as the case may be, and that money damages would be an inadequate remedy therefor. Accordingly, the parties agree that the other parties will be entitled to one or more injunctions enjoining any such breach and requiring specific performance of this Agreement and consent to the entry thereof, in addition to any other remedy to which such other parties are entitled at law or in equity.

10.8   Governing Law; Severability.    All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by,

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and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law, rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances is not affected thereby and that provision shall be enforced to the greatest extent permitted by law.

10.9   Notice to Stockholders of Provisions.    By executing this Agreement or an Assumption Agreement, each Stockholder acknowledges that it has actual notice of (a) all of the provisions hereof (including, without limitation, the restrictions on transfer set forth in Article VII) and (b) all of the provisions of the Charter Documents.

10.10   Counterparts.    This Agreement may be executed in multiple counterparts with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

10.11   Consent to Jurisdiction and Service of Process.    Each party agrees that it will not initiate any suit, action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than (i) the Delaware Chancery Court or (ii) if the Delaware Chancery Court does not have jurisdiction with respect to such action, a federal court sitting in the State of Delaware or a Delaware state court. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the State of Delaware over any such suit, action or proceeding and agrees that it will not attempt to deny or defeat personal jurisdiction by motion or other request for leave from any such court. Each party hereby agrees that service of any process, summons, notice or document by registered mail addressed to such party at its address set forth on Schedule A or in Section 10.2, as the case may be, shall be effective service of process for any suit, action or proceeding brought in any such court. Unilever Stockholder also appoints and agrees to maintain The Corporation Trust Company, 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware 19801 as its agent in the State of Delaware for service of process in connection with any dispute or proceeding arising out of this Agreement. Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action, proceeding has been brought in an inconvenient forum. Each party agrees that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment, including, with respect to Unilever, the Dutch and English courts, and, with respect to Holdco, state or federal courts in the State of Wisconsin.

10.12   Waiver of Jury Trial.    EACH OF THE STOCKHOLDERS IRREVOCABLY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THE STOCKHOLDERS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED. THE STOCKHOLDERS ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE

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OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE STOCKHOLDERS ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE STOCKHOLDERS FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS OR HIS, AS THE CASE MAY BE, LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS OR HIS, AS THE CASE MAY BE, JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION COMPLETED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.13   Parties in Interest.    Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Persons other than the Stockholders and their respective permitted successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any other Person to any party to this Agreement, nor shall any provision give any other Person any right of subrogation or action over or against any party to this Agreement.

10.14   Fees and Expenses.    Each party hereto shall pay all of its own fees and expenses (including fees and expenses of attorneys, accountants, investment bankers or other representatives and consultants) in connection with this Agreement and the consummation of the transactions contemplated hereby, except as otherwise specified herein or in another Transaction Document.

10.15   No Partnership.    Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute a partnership, association or other cooperative entity between any of the parties or constitute any party the agent of any other party, including the Company, for any purpose.

10.16   Supremacy.

(a)  If any of the provisions of this Agreement conflict with any of the provisions of the Charter Documents, the provisions of this Agreement shall prevail as between the Stockholders. The Stockholders shall:

(i)  exercise all voting and other rights and powers available to them to give effect to the provisions of this Agreement; and

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(ii) if necessary, and subject to Applicable Law, ensure that any required amendment is made to the Charter Documents of the Company to give effect to the provisions of this Agreement.

(b)  If any of the provisions of the Note or the Note Indenture conflict or are otherwise inconsistent with any of the provisions of Article VIII of this Agreement or are in derogation of any party’s rights under Article VIII of this Agreement (such provisions of the Note or the Note Indenture, as the case may be, the “Conflicting Provisions”), the provisions of this Agreement shall prevail as between the Stockholders and their Affiliates with respect to Notes held by such Stockholders and such Affiliates, and each of the Stockholders hereby waives on its own behalf and on behalf of each of its Affiliates that own any Notes from time to time, and, to the extent necessary, shall cause such Affiliates to waive, any rights they may have, or any breaches or other events of default under, any such Conflicting Provisions. For the avoidance of doubt, the rights and obligations under this Agreement are personal to the Stockholders and the Company, and this Agreement, including this subsection (b), shall not apply to any third party purchaser of the Note or any portion thereof.

10.17   Exit Note.    So long as the Exit Note is outstanding and held by a Unilever Group Member of which Unilever has Unilever Required Control, (a) the Company shall not effect a Veto Matter without the prior written consent of the holder of the Exit Note, and such holder shall have all the rights given to Stockholders (including all rights granted in favor of the Unilever Stockholder under this Agreement notwithstanding the fact that the Unilever Stockholder no longer holds any Shares), and shall be subject to all obligations to which Stockholders are subject, in each case pursuant to Article VI, and (b) the Company shall not issue any Shares, shall not change its capital structure (including the rights and preferences of the Shares) as in existence on the Eighth Year Put Closing Date, shall maintain all Class B Shares purchased by it in exchange for the Exit Note pursuant to Article VIII in its treasury and shall comply with such provisions of Article IV as shall be necessary to give effect to the rights of the Unilever Stockholder to continued Board representation in accordance with the Exit Note. If and to the extent that such Class B Shares are reissued to the Unilever Stockholder, its rights and obligations shall be as set forth in the New Certificate, the New Bylaws and this Agreement (other than with respect to any Eighth Year Actions) as in effect on the date the Exit Note was issued, and the Put Price shall be deemed due and payable in full at the time of such reissuance; provided, that the Unilever Stockholder hereby agrees, consents to and acknowledges that the payment by the Company of such Put Price shall not be made until and unless permitted by the provisions of the Financing Agreements and the rights, remedies and powers of the lenders or noteholders (other than any Unilever Group Member) and holders of collateral thereunder; provided, further, that if the Company does not pay such amount at such time but for the provision of the immediately preceding proviso, interest shall accrue on such amount at the Applicable Rate from such time until the date of payment.

* * * * *

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IN WITNESS WHEREOF, the Stockholders and the Company have executed this Stockholders’ Agreement as of the date first set forth above.

JOHNSON PROFESSIONAL HOLDINGS, INC.
By:	/s/    S. CURTIS JOHNSON
	Name:    S. Curtis Johnson
	Title:      Chairman

COMMERCIAL MARKETS HOLDCO, INC.
By:	/s/    S. CURTIS JOHNSON
	Name:    S. Curtis Johnson
	Title:      Chairman

MARGA B.V.
By:	/s/    RUDY MARKHAM
	Name:    Rudy Markham
	Title:      Lawful Attorney
By:	/s/    IAN LAWRENCE
	Name:    Ian Lawrence
	Title:       Lawful Attorney

Exhibit 4

DEFINITION OF EBITDA

“EBITDA” means, with reference to any Measurement Period, (a) Consolidated Net Income plus, without duplication, to the extent deducted from revenues in determining such Consolidated Net Income, (b) (i) Consolidated Interest Expense, (ii) expense for taxes paid or accrued, or for which a provision is made, (iii) depreciation, (iv) amortization, (v) extraordinary losses, and (vi) capital losses, including losses arising from revaluations, minus, without duplication, to the extent included in Consolidated Net Income, (c) (I) extraordinary gains, and (II) capital gains, including gains arising from revaluations, all calculated for the Company Group in United States dollars on a consolidated basis in accordance with GAAP. For the purposes of making the calculations described in this Exhibit 4, GAAP, including, without limitation, the application of GAAP with respect to accruals, provisions and reserves, pension expenses, the allocation of assets and liabilities used to determine the Net Periodic Pension Cost under Shared Pension Plans, accounting for stock option plans, recognition of income, capitalization of expenses, write-offs of inventory and bad debt reserves, shall be applied on a basis consistent with the Audited CMI Financial Statements for the fiscal year ending June 29, 2001, giving effect only to such changes to the Company’s accounting policies, principles and practices from and after such date as may be required by changes in GAAP or Applicable Law, and/or by the U.S. Securities and Exchange Commission. With regard to actuarial assumptions used for determining pension expense, the above requirement of consistency means that the actuarial assumptions should have the same degree of conservatism relative to typical actuarial assumptions under GAAP as those used for the fiscal year ending June 29, 2001. For the avoidance of doubt, each component of EBITDA shall be adjusted to eliminate any amounts attributable to or arising out of the Agency Agreement.

EBITDA shall also be adjusted, without duplication, (a) to give effect to acquisitions and divestitures occurring during such Measurement Period on a pro forma basis as if such acquisitions and divestitures occurred on the first day of such Measurement Period, and (b) to eliminate the material positive and negative effect on EBITDA during such Measurement Period of (i) any Special Items, (ii) any Post Measurement Period Special Programs, (iii) the difference between any Non-Arm’s Length Terms and arm’s length terms, (iv) any Pension Plan Amendment Differential Costs, (v) any Contingent Payments paid during such Measurement Period, and (vi) any Company Indemnification Amounts.

“Consolidated Interest Expense” means, with reference to any Measurement Period, the interest expense, net of interest income, of the Company Group set forth in the Company’s financial statements delivered pursuant to Section 6.1(b) and (c) for such Measurement Period and calculated on a consolidated basis for such period in accordance with GAAP, adjusted to eliminate any interest expense, net of interest income, attributable to or arising out of the Agency Agreement.

“Consolidated Net Income” means, with reference to any Measurement Period, the net income (or loss) of the Company Group set forth in the Company’s financial statements delivered pursuant to Section 6.1(b) and (c) for such Measurement Period and calculated on a consolidated basis for such period in accordance with GAAP, adjusted to eliminate any net income attributable to or arising out of the Agency Agreement.

“Special Items” means (a) items that under GAAP would qualify as special, extraordinary or non-recurring one-time items and/or (b) any other special, extraordinary or non-recurring one-time items arising other than in the Ordinary Course of Business and of the type taken into account in the calculation of EBITDA (as defined in the Purchase Agreement) with respect to the DiverseyLever Business and/or the CMI Business (in each case as defined the Purchase Agreement) as set forth on Schedule F to the Purchase Agreement.

“Post Measurement Period Special Programs” means expenditure programs of the Company or any Subsidiary of the Company (other than expenditure programs approved by the Unilever Stockholder pursuant to Section 4.10 or Section II.A.2.b of Article Fourth of the New Certificate or by a Unilever Director pursuant to Section 4.11) (a) which are not in the Ordinary Course of Business, (b) to the extent (but only to such extent) such Programs are initiated for the principal purpose of producing a material benefit to the Company Group for periods subsequent to such Measurement Period, (c) to the extent (but only to the extent) such Programs result in increases in expenses during such Measurement Period materially in excess of expenses for similar programs or expenditures during periods prior to such Measurement Period, (d) to the extent (but only to such extent) such Programs result in a negative impact on EBITDA for such Measurement Period and (e) if such Programs are disclosed in writing to a Unilever Director, are objected to by a Unilever Director following any such disclosure, either in writing or by a vote against such Program in connection with any vote taken by the Board on any such Program.

“Non-Arm’s Length Terms” means the effect of terms that (a) are materially less favorable to the Company or a Company-Controlled Affiliate than those that could have been obtained in a transaction by the Company or such Company-Controlled Affiliate with a person that is an independent third party, and (b) are included in, or arise out of, non-arms length (as described in clause (a) above) Affiliate Transactions, other than Affiliate Transactions which (i) have been disclosed in writing to Unilever prior to the date of the Purchase Agreement or (ii) have been approved by the Unilever Stockholder or a Unilever Director.

“Company Indemnification Amount” means any expense, accrual or provision made during the applicable Measurement Period (a) to the extent that such expense, accrual or provision decreases Applicable EBITDA for such Measurement Period, and (b) to the extent that, subject to the provisions of Article XI of the Purchase Agreement (including provisions relating to minimum and maximum indemnity amounts and time limitations on indemnification), such expense, accrual or provision would entitle a Unilever Indemnified Party to indemnification under Section 6.9(a)(ii) (relating to the Original CMI Business), 11.1(b)(i), 11.1(b)(ii), 11.1(b)(v), 11.1(b)(vi), or 11.1(o) through (v) of the Purchase Agreement.

EXHIBIT 7

AGREED DIVIDEND POLICY

Years 1-3 after Closing:

The Company will pay a quarterly dividend to all Stockholders of record (as of the dates set by the Board) of $460.00/Share.

Years 4-6 after Closing:

The Company will pay a quarterly dividend to all Stockholders of record (as of the dates set by the Board) of an amount not to exceed the lesser of (a) $950.00/Share or (b) a total quarterly dividend not to exceed 16% of the net income of CMI. The amount of dividend is to be approved by a majority vote of the Independent Directors and the Unilever Directors, voting together.

This Agreed Dividend Policy is subject to compliance with the DGCL and the terms of the Financing Agreements.

CMI and its Subsidiaries will be authorized to upstream to the Company the amount of cash required to pay the declared quarterly dividends.

Holdco and the Company agree and acknowledge that 10.5% of all dividends received by Holdco pursuant to this Agreed Dividend Policy shall be allocated for the sole purpose of satisfying obligations to employees under the Management Plan Documents.

EXHIBIT 9

CONTINGENT PAYMENTS

1.  Calculation and Timing of Contingent Payments.    Subject to Section 2 hereof, on the applicable Payment Date, the Company shall pay to the Unilever Stockholder an amount in cash (each, a “Contingent Payment”) determined as follows:

a.  on the Payment Date in 2007, the Contingent Payment (the “2007 Contingent Payment”) shall equal the lesser of (i) $100,000,000, or (ii) (A) 0.25, times (B) the 2006 Cumulative Differential;

b.  on the Payment Date in 2008, the Contingent Payment (the “2008 Contingent Payment”) shall equal the lesser of (i) (A) $100,000,000, minus (B) any 2007 Contingent Payment, or (ii) (A) 0.25, times (B) the 2007 Cumulative Differential;

c.  on the Payment Date in 2009, the Contingent Payment (the “2009 Contingent Payment”) shall equal the lesser of (i) (A) $100,000,000, minus (B) (1) any 2007 Contingent Payment, and (2) any 2008 Contingent Payment, or (ii) (A) 0.25, times (B) the 2008 Cumulative Differential; and

d.  on the Payment Date in 2010, the Contingent Payment shall equal the lesser of (i) (A) $100,000,000, minus (B) (1) any 2007 Contingent Payment, (2) any 2008 Contingent Payment, and (3) any 2009 Contingent Payment, or (ii) (A) 0.25, times (B) the 2009 Cumulative Differential.

For the avoidance of doubt, the targets for Cash Flows giving rise to any Contingent Payments were determined expressly in accordance with the definitions set forth in this Exhibit 9. Any deviations from or incongruencies with Valuation Principles or customary corporation finance principles are intentional, as they ensure consistency with the scenarios upon which such targets were based.

2.  Limitations on Contingent Payments.    Notwithstanding anything to the contrary contained herein:

a.  The Company shall not pay, and the Unilever Stockholder shall have no right to receive, any Contingent Payment in respect of Cash Flows (or any portion thereof) for any Fiscal Year after the Fiscal Year in which the End Date occurs (such Contingent Payment, if any, the “Final Contingent Payment”), and after such Final Contingent Payment shall have been paid, the Unilever Stockholder shall have no further rights under this Exhibit 9.

b.  The Unilever Stockholder hereby agrees, consents to and acknowledges that the payment by the Company of the Contingent Payment Amount in this Exhibit 9 shall not be made until and unless permitted by the provisions of the Financing Agreements and the rights, remedies and powers of the lenders or noteholders (other than any Unilever Group Member) and holders of collateral thereunder; provided, further, that

such payment shall not be made until and unless the dividends declared in accordance with Section 4.10(a)(iv) of the Agreement, including the Agreed Dividend Policy, shall have been paid; provided, further, that if the Company does not pay the Contingent Payment Amount at any time it would otherwise be obligated to pay such amount but for the provisions of this subsection (b), interest shall accrue on such amount at the Applicable Rate from such time until the date of payment.

3.  Determination of Cash Flows.    The Cash Flows for each Fiscal Year included in a period described in Section 1 hereof shall be determined by the Company and shall be set forth in an Annual Statement of Cash Flows (an “Annual Statement”). Each Annual Statement shall be accompanied by a certificate from the Company to the effect that such Annual Statement was prepared in accordance with this Exhibit 9. A copy of each such Annual Statement and certificate shall be delivered to the Unilever Stockholder not later than 90 days after the end of the Fiscal Year to which such Annual Statement relates. If the Unilever Stockholder disagrees with the calculation of Cash Flows contained in an Annual Statement, the Unilever Stockholder may, within 15 Business Days after receipt of such Annual Statement, deliver a notice to the Company disagreeing with such calculation and setting forth the Unilever Stockholder’s calculation of such amount (a “Cash Flows Dispute Notice”). Any such Cash Flows Dispute Notice shall specify those items or amounts as to which the Unilever Stockholder disagrees (“Cash Flows Disputed Items”), and the Unilever Stockholder shall be deemed to have agreed with all items and amounts contained in the Annual Statement other than the Cash Flows Disputed Items. In connection with the Unilever Stockholder’s review of an Annual Statement, the Company, at the Unilever Stockholder’s expense, will provide the Unilever Stockholder with reasonable access at reasonable times to all books and records in the control of the Company relevant to such review. If a Cash Flows Dispute Notice shall be delivered in accordance with this Section 3, the parties shall, during the 15 Business Days following such delivery, use their reasonable best efforts to reach agreement on the Cash Flows Disputed Items in order to determine the amount of Cash Flows for the applicable Fiscal Year; provided, that such amount determined by the parties shall not be less than the amount shown on the Annual Statement nor more than the amount shown in the Cash Flows Dispute Notice. If the parties are not able to reach agreement as to the amount of Cash Flows for the applicable Fiscal Year during such additional 15-Business Day period, the determination of such amount shall be referred to the Accounting Expert in accordance with Sections 8.10 and 8.11(e) of the Agreement.

4.  Definitions.    Except as otherwise provided herein, terms used in this Exhibit 9 with initial capital letters that are not defined in this Exhibit 9 shall have the meanings given to them in the Stockholders’ Agreement. As used in this Exhibit 9, the following terms shall have the following meanings:

“2006 Cumulative Differential” means (a) (i) the Cash Flows attributable to the days from and after the Closing Date through December 31, 2002 (the “Remaining 2002 Days”), minus (ii) (A) $22,500,000, times (B) (1) the number of Remaining 2002 Days, divided by (2) 365, plus (b) (i) the sum of the Cash Flows for the four consecutive Fiscal Years ending on or about December 31, 2006, minus (ii) $727,500,000; provided, however, that if the 2006 Cumulative Differential is a negative amount, it shall be deemed to be zero.

“2007 Cumulative Differential” means (a) the sum of the Cash Flows for the six consecutive Fiscal Years ending on or about December 31, 2007, minus (b) the 2006 Cumulative Differential, minus (c) $975,000,000; provided, however, that if the 2007 Cumulative Differential is a negative amount, it shall be deemed to be zero.

“2008 Cumulative Differential” means (a) the sum of the Cash Flows for the seven consecutive Fiscal Years ending on or about December 31, 2008, minus (b) (i) the 2006 Cumulative Differential, and (ii) the 2007 Cumulative Differential, minus (c) $1,200,000,000; provided, however, that if the 2008 Cumulative Differential is a negative amount, it shall be deemed to be zero.

“2009 Cumulative Differential” means (a) the sum of the Cash Flows for the eight consecutive Fiscal Years ending on or about December 31, 2009, minus (b) (i) the 2006 Cumulative Differential, (ii) the 2007 Cumulative Differential, and (iii) the 2008 Cumulative Differential, minus (c) $1,425,000,000; provided, however, that if the 2009 Cumulative Differential is a negative amount, it shall be deemed to be zero.

“Capital Expenditures” means, with respect to any particular Fiscal Year, the aggregate of all expenditures by the Company Group for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of the Company Group, but excluding the cash consideration paid for any acquisition or received from any divestiture, in each case of assets comprising all or part of an operating unit, division or product line of a business or all or a portion of the capital stock of a Person.

“Cash Flows” means, with respect to any particular Fiscal Year, (a) EBITDA (as defined in the Agreement but calculated with respect to such Fiscal Year), less (b) to the extent added to Consolidated Net Income to calculate such EBITDA, Consolidated Interest Expense, including interest on the Note to the extent cash paid (for the avoidance of doubt, excluding non-cash interest) (as defined in the Agreement but calculated with respect to such Fiscal Year), less (c) to the extent added to Consolidated Net Income to calculate such EBITDA, expense for Taxes (as defined in the Purchase Agreement) paid during such Fiscal Year, less (d) total amounts expended for Capital Expenditures during such Fiscal Year, less (e) dividends paid or accrued to Stockholders during such Fiscal Year, and (f) (i) less the Net Increase in Working Capital for such Fiscal Year or (ii) plus the Net Decrease in Working Capital for such Fiscal Year, in each case, as determined in accordance with Section 3 hereof and calculated in accordance with GAAP applied in a manner consistent with the calculation of EBITDA under the Agreement.

“End Date” means the date on which the Unilever Stockholder ceases to have the Minimum Representation Holding.

“Fiscal Year” for purposes of this Exhibit 9, subject to the definition of 2006 Cumulative Differential, shall mean a twelve-month period commencing on January 1 and ending on December 31.

“Net Decrease in Working Capital” means, with respect to any particular Fiscal Year, the amount by which the Working Capital on the last day of such Fiscal Year is less than the Working Capital on the day immediately preceding the first day of such Fiscal Year.

“Net Increase in Working Capital” means, with respect to any particular Fiscal Year, the amount by which the Working Capital on the last day of such Fiscal Year is more than the Working Capital on the day immediately preceding the first day of such Fiscal Year.

“Payment Date” means the later of (a) twenty Business Days following the delivery by the Company of the Annual Statement, or (b) five Business Days following the final determination pursuant to Section 3 hereof of Cash Flows, in each case for the previous Fiscal Year, subject to Section 2(b) of this Exhibit 9.

“Working Capital” means the aggregate amount expressed in dollars of:

(i)  Inventory (as defined in the Purchase Agreement) owned by the Company Group (including items which, although subject to retention of title by the relevant seller thereof, are under the control of the relevant Company Group Member); plus

(ii)  Receivables (as defined in the Purchase Agreement) due to the Company Group (including third party trade debtors), net of reserves, including any Receivables subject to the securitization arrangements of the Company Group; minus

(iii)  trade and other creditors/accounts payable of the Company Group (including third party trade creditors), in each case including any part of such amounts as related to VAT, sales and use, and similar Taxes (as defined in the Purchase Agreement)

each calculated in accordance with GAAP applied in a manner consistent with the preparation of the Annual Statement.

EXHIBIT 10

CERTAIN INDEMNIFICATION

SECTION 1.    Indemnification.

(a)  Indemnification of the Unilever Stockholder by the Company.    Except as otherwise provided in Section 1(b) of this Exhibit 10, the Company shall indemnify and hold harmless the Unilever Stockholder and its Affiliates, officers, directors and employees (the Unilever Indemnified Parties”) from and against any and all Costs (including, without limitation, any Costs relating to purchases and sales of any securities of the Company or any Company Group Member) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Indemnified Document or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if, and only to the extent, that such Costs arise from the Unilever Indemnified Party being determined to be a person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (the “Unilever Indemnification”); provided, however, that the Unilever Indemnification shall not apply to any Costs to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company for inclusion in any Indemnified Document by any Unilever Group Member, including any financial statements delivered pursuant to the Purchase Agreement (collectively, the “Unilever Information”).

(b)  Indemnification of the Company Group by the Unilever Stockholder.    The Unilever Stockholder agrees to indemnify and hold harmless the Company from and against any and all Costs (including, without limitation, any Costs relating to purchases and sales of any securities of the Company or any Company Group Member) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Indemnified Document, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if and only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in such Indemnified Document in reliance upon and in conformity with the Unilever Information (the “Company Indemnification”).

(c)  Procedures.    The provisions of Section 11.2 of the Purchase Agreement shall apply to claims for indemnification made pursuant to this Agreement.

(d)  Other Agreements with Respect to Indemnification.    The provisions of this Exhibit 10 shall not affect any other agreement between any Company Group Member and any Unilever Group Member with respect to indemnification.

SECTION 2.  Contribution.    If the indemnification provided for in Section 1 hereof is for any reason unavailable or insufficient to hold harmless an indemnified party in respect of any Costs referred to therein, then each indemnifying party shall contribute to the aggregate amount of such Costs incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect (i) the relative benefits received by the Company Group on the one hand and the Unilever Group on the other from the issuance or sale of securities or (ii) if

the allocation provided in clause (i) above is not permitted by Applicable Law, not only the relative benefits referred to in clause (i) above but also the relative fault of the Company Group on the one hand and of the Unilever Group on the other hand in connection with the statements or omissions which resulted in such Costs, as well as any other relevant equitable considerations; provided that, the Unilever Group Members shall not be liable to the Company Group in any case to the extent any Unilever Group Member has furnished in writing to the Company Group, prior to the delivery or circulation of the final prospectus or offering memorandum, as the case may be, or any supplement or amendments thereto, information expressly for use therein which corrected or made not untrue or misleading information previously furnished to the Company Group and the Company failed to include such information therein.

The relative fault of the Company Group on the one hand and the Unilever Group on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by a Company Group Member or by a Unilever Group Member and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

SECTION 3.  Certain Procedures.    In connection with any filing of a Registration Statement or any other Indemnified Documents described in clause (c) of the definition of “Indemnified Documents” (collectively, “Section 3 Documents”) in respect of which the Unilever Group would have a liability or obligation in respect of the Company Indemnification, (a) the Company shall provide the Unilever Group and its outside counsel, at the Unilever’s Stockholder’s sole cost and expense, with (i) the right to participate in such due diligence reviews of the management, auditors, financials, information, books and records of the Company Group as is customarily afforded to counsel to underwriters and as may be reasonably necessary for the Unilever Group to satisfy the standards of investigation applicable to control person liability under Section 15 of the Securities Act or Section 20 of the Exchange Act, (ii) the right to attend working group and due diligence meetings with underwriters at which the Section 3 Document and any other Indemnified Document incorporated by reference therein is prepared or substantively reviewed, discussed and revised, and (iii) copies of drafts and amendments or supplements of the Section 3 Document a reasonable time prior to the filing thereof with the SEC, or in the case of Section 3 Documents that are not to be so filed, dissemination to investors, and (b) the Unilever Stockholder shall, at its sole cost and expense, be provided a reasonable opportunity to review, comment and propose reasonable revisions to the Section 3 Document, but the Company shall retain the sole right to determine the final form and content of such Documents. The Unilever Directors shall be provided with copies of any Indemnified Document that is not a Section 3 Document prior to the filing thereof with the SEC.

SECTION 4.  Financing Agreements.    The Unilever Stockholder hereby agrees, consents to and acknowledges that the payment by the Company of the Unilever Indemnification shall not be made until and unless permitted by the provisions of the Financing Agreements and the rights, remedies and powers of the lenders or noteholders (other than any Unilever Group Member) and holders of collateral thereunder.

SECTION 5.  Unilever Information.    The Unilever Stockholder shall furnish the Company with such information relating to the Unilever Group and the Unilever Directors as the Company may reasonably request, but only to the extent as shall be required by Applicable Law to be included in any Indemnified Documents.

SECTION 6.  No Prejudice.    The inclusion of this indemnity shall not be deemed to be an admission of any control person liability under Applicable Law.

EXHIBIT 11

NET DEBT ADJUSTMENTS

1.    Subject to Section 2 of this Exhibit 11, the Net Debt Amount shall reflect the following adjustments, on a dollar-for-dollar basis (the “Net Debt Adjustments”):

(a)  the following amounts shall be added to the Net Debt Amount:

(i)  the amount of any Grossed Up CMI Working Capital Deficit (including accrued interest on the CMI Working Capital Deficit pursuant to Section 3.6(g)(ii) of the Purchase Agreement);

(ii)  the amount of any Grossed Up CMI Debt/Cash Deficit (including accrued interest on the CMI Debt/Cash Deficit pursuant to Section 3.6(g)(ii) of the Purchase Agreement);

(iii)  the aggregate amount of all Buyer Deferred Amounts, other than to the extent a Buyer Deferred Amount has been recovered, offset or the subject of compensation received by the Company Group prior to the end of the applicable Measurement Period (whether through insurance payments, indemnity payments or otherwise), as of the end of the applicable Measurement Period;

(iv)  the aggregate amount of all Excess Pension Transfer Exit Payments owed by the Company Group to Conopco as of the end of the applicable Measurement Period pursuant to Section 9.16(b) of the Purchase Agreement; and

(v)  the amount of any Excess Contribution Refund (as defined in Section 9.10 of the Purchase Agreement); and

(b)  the following amounts shall be subtracted from the Net Debt Amount:

(i)  the amount of any Grossed Up CMI Working Capital Surplus (including accrued interest on the CMI Working Capital Surplus pursuant to Section 3.6(g)(ii) of the Purchase Agreement);

(ii)  the amount of any Grossed Up CMI Debt/Cash Surplus (including accrued interest on the CMI Debt/Cash Surplus pursuant to Section 3.6(g)(ii) of the Purchase Agreement);

(iii)  the aggregate amount of all Conopco Deferred Amounts, other than to the extent a Conopco Deferred Amount has been recovered, offset or the subject of compensation received by the Company Group prior to the end of the applicable Measurement Period (whether through insurance payments, indemnity payments or otherwise), as of the end of the applicable Measurement Period;

(iv)  the amount of any Accumulated Excess Pension Contributions;

(vii)  the amount of any Pension Plan Amendment Adjustment;

(viii)  the amount of any Unfunded Pension Exit Payment (as defined in Section 9.10(e) of the Purchase Agreement) to the extent not paid by the Company on or prior to the last day of the applicable Measurement Period;

(ix)  the amount of any Cumulative Special Funding Adjustment;

(x)  the amount of any Excess Contribution Payment (as defined in Section 9.10 of the Purchase Agreement);

(xi)  the aggregate amount of all Contingent Payments paid by the Company on or prior to the last day of the applicable Measurement Period; and

(xii)  the amount of the Agency Adjustment.

For the avoidance of doubt, the Net Debt Amount, as adjusted pursuant to this Exhibit 11, may be either a positive or negative amount.

2.    Notwithstanding anything in Section 1 of this Exhibit 11 to the contrary, Net Debt Adjustments to a particular Net Debt Amount shall be made without duplication and only to the extent that the Company’s obligation to pay, or right to receive, as the case may be, an amount is not reflected in the Company’s financial statements as of the last day of the applicable Measurement Period; provided, however, that if the Net Debt Amount is determined more than once in connection with multiple exercises of the Put Option or Call Option where the Share Price has not been fixed in accordance with Section 8.4(d), 8.5(a), 8.5(b), the Net Debt Adjustments shall be made to each such Net Debt Amount, as applicable.

3.    Notwithstanding anything herein to the contrary, nothing in this Agreement, including this Exhibit 11, shall prejudice or otherwise affect any party’s rights or obligations under Section 6.9 and Articles IX and XI, including Section 11.8, of the Purchase Agreement.

EX-10.7

EXECUTION COPY

Exhibit 10.7

CREDIT AGREEMENT

Dated as of May 3, 2002

among

JohnsonDiversey, Inc.,

Johnson Wax Professional, Inc.

Johnson Professional Co., Ltd.,

AND

Johnson Diversey Netherlands II B.V.

as Borrowers

Johnson Professional Holdings, Inc.

as Holdings

and

The Lenders and Issuers Party Hereto

and

Citicorp USA, Inc.

as Administrative Agent

Goldman Sachs Credit Partners L.P.

as Syndication Agent

Bank One, NA

Abn Amro Bank N.V.

Royal Bank of Scotland plc, New York Branch

General Electric Capital Corporation

as Co-Documentation Agents

Salomon Smith Barney Inc.

AND

Goldman Sachs Credit Partners L.P.

as Joint Lead Arrangers and Joint Book Managers

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119G

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS	1
Section 1.1	Defined Terms	1
Section 1.2	Computation of Time Periods	48
Section 1.3	Accounting Terms and Principles	48
Section 1.4	Certain Terms	49
ARTICLE II	THE FACILITIES	50
Section 2.1	The Commitments	50
Section 2.2	Borrowing Procedures	51
Section 2.3	Swing Loans	53
Section 2.4	Letters of Credit	55
Section 2.5	Reduction and Termination of the Revolving Credit Commitments	60
Section 2.6	Repayment of Loans	60
Section 2.7	Evidence of Debt	62
Section 2.8	Optional Prepayments	63
Section 2.9	Mandatory Prepayments	64
Section 2.10	Interest	66
Section 2.11	Conversion/Continuation Option	67
Section 2.12	Fees	68
Section 2.13	Payments and Computations	69
Section 2.14	Special Provisions Governing Eurocurrency Rate Loans	72
Section 2.15	Capital Adequacy	75
Section 2.16	Taxes	75
Section 2.17	Substitution of Lenders	77
ARTICLE III	CONDITIONS TO LOANS AND LETTERS OF CREDIT	78
Section 3.1	Conditions Precedent to Initial Loans and Letters of Credit	78
Section 3.2	Conditions Precedent to Each Loan and Letter of Credit	83
Section 3.3	Determinations of Initial Borrowing Conditions	84
ARTICLE IV	REPRESENTATIONS AND WARRANTIES	84
Section 4.1	Organization, Good Standing, Power, Etc.	84
Section 4.2	Capitalization of the Loan Parties	84
Section 4.3	Corporate Power; Authorization; Enforceable Obligations	85

i

		Page
Section 4.4	Financial Statements and Other Information	86
Section 4.5	Material Adverse Change	87
Section 4.6	Taxes	87
Section 4.7	Real Property	88
Section 4.8	Material Contracts; including no burdensome restrictions and no defaults	89
Section 4.9	Intellectual Property Rights	89
Section 4.10	Litigation	89
Section 4.11	Compliance with Law; Authorizations	90
Section 4.12	Environmental Matters	90
Section 4.13	Labor Matters	92
Section 4.14	ERISA Matters	92
Section 4.15	Full Disclosure	92
Section 4.16	Use of Proceeds	93
Section 4.17	Margin Regulations	93
Section 4.18	Investment Company Act and Public Utility Holding Company Act	93
Section 4.19	Solvency	93
Section 4.20	Insurance	93
Section 4.21	Related Documents	94
Section 4.22	Consummation of the Transactions	95
Section 4.23	Deposit Accounts; Securities Accounts	95
ARTICLE V	FINANCIAL COVENANTS	95
Section 5.1	Maximum Leverage Ratio	95
Section 5.2	Minimum Interest Coverage Ratio	96
Section 5.3	Capital Expenditures	96
ARTICLE VI	REPORTING COVENANTS	97
Section 6.1	Financial Statements	97
Section 6.2	Default Notices	99
Section 6.3	Litigation	99
Section 6.4	SEC Filings; Press Releases	99
Section 6.5	Labor Relations	99
Section 6.6	ERISA Matters	99

ii

		Page
Section 6.7	Environmental Matters	100
Section 6.8	Other Information	101
ARTICLE VII	AFFIRMATIVE COVENANTS	101
Section 7.1	Preservation of Corporate Existence, Etc.	101
Section 7.2	Compliance with Laws, Etc.	101
Section 7.3	Conduct of Business	101
Section 7.4	Payment of Taxes, Etc.	101
Section 7.5	Maintenance of Insurance	101
Section 7.6	Access	102
Section 7.7	Keeping of Books	102
Section 7.8	Maintenance of Properties, Etc.	102
Section 7.9	Application of Proceeds	102
Section 7.10	Environmental	102
Section 7.11	Additional Collateral and Guaranties	103
Section 7.12	Landlord Waivers and Bailee’s Letters	104
Section 7.13	Real Property	105
Section 7.14	Interest Rate Contracts	105
Section 7.15	Financial Assistance	106
Section 7.16	Claims Pari Passu	106
Section 7.17	Deposit Accounts; Securities Accounts	106
Section 7.18	Post Closing Matters.	107
ARTICLE VIII	NEGATIVE COVENANTS	107
Section 8.1	Indebtedness	107
Section 8.2	Liens, Etc.	109
Section 8.3	Investments	109
Section 8.4	Sale of Assets	111
Section 8.5	Restricted Payments	112
Section 8.6	Restrictions on Fundamental Changes; Permitted Acquisitions	113
Section 8.7	Change in Nature of Business	113
Section 8.8	Transactions with Affiliates	114
Section 8.9	Restrictions on Subsidiary Distributions; No New Negative Pledge	114

iii

		Page
Section 8.10	Modification of Constituent Documents	115
Section 8.11	Modification of Related Documents	115
Section 8.12	Payment of Debt; Modification of Debt Agreements	115
Section 8.13	Accounting Changes; Fiscal Year	116
Section 8.14	Margin Regulations	116
Section 8.15	Sale/Leasebacks	116
Section 8.16	Cancellation of Indebtedness Owed to It	116
Section 8.17	No Speculative Transactions	116
Section 8.18	Compliance with ERISA	116
ARTICLE IX	EVENTS OF DEFAULT	117
Section 9.1	Events of Default	117
Section 9.2	Remedies	119
Section 9.3	Actions in Respect of Letters of Credit	119
ARTICLE X	THE ADMINISTRATIVE AGENT	120
Section 10.1	Authorization and Action	120
Section 10.2	Administrative Agent’s Reliance, Etc.	121
Section 10.3	The Administrative Agent Individually	122
Section 10.4	Lender Credit Decision	122
Section 10.5	Indemnification	122
Section 10.6	Successor Administrative Agent	122
Section 10.7	Concerning the Collateral and the Collateral Documents	123
Section 10.8	Collateral Matters Relating to Related Obligations	124
Section 10.9	Matters relating to Dutch Collateral	125
Section 10.10	Matters Relating to French Collateral	126
ARTICLE XI	MISCELLANEOUS	126
Section 11.1	Amendments, Waivers, Etc.	126
Section 11.2	Assignments and Participations	129
Section 11.3	Costs and Expenses	132
Section 11.4	Indemnities	133
Section 11.5	Limitation of Liability	134
Section 11.6	Right of Set-off	135

iv

		Page
Section 11.7	Sharing of Payments, Etc.	135
Section 11.8	Notices, Etc.	135
Section 11.9	No Waiver; Remedies	137
Section 11.10	Binding Effect	137
Section 11.11	Governing Law	137
Section 11.12	Submission to Jurisdiction; Service of Process	137
Section 11.13	Waiver of Jury Trial	139
Section 11.14	Marshaling; Payments Set Aside	139
Section 11.15	Section Titles	139
Section 11.16	Execution in Counterparts	139
Section 11.18	Entire Agreement	139
Section 11.19	Confidentiality	140

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EXECUTION COPY

Schedules
Schedule I	—	Commitments
Schedule II	—	Applicable Lending Offices and Addresses for Notices
Schedule III	—	Mandatory Costs
Schedule 3.1(a)(ii)	—	Guarantees
Schedule 3.1(a)(iii)	—	Pledge and Security Agreements
Schedule 3.1(c)	—	Intercompany Guarantees
Schedule 3.1(d)	—	Mortgages
Schedule 4.2	—	Ownership of Subsidiaries
Schedule 4.6	—	Tax Matters
Schedule 4.7(a)	—	Owned Real Estate
Schedule 4.7(b)	—	Material Leases
Schedule 4.10	—	Litigation
Schedule 4.12	—	Environmental Matters
Schedule 4.13	—	Labor Matters
Schedule 4.14	—	List of Plans
Schedule 4.16	—	Use of Proceeds
Schedule 4.23	—	Deposit Accounts; Securities Accounts
Schedule 7.18	—	Post Closing Matters
Schedule 8.1(a)	—	Existing Indebtedness
Schedule 8.2	—	Existing Liens
Schedule 8.3(a)	—	Existing Investments
Schedule 8.3(b)	—	Post Closing Reorganization
Schedule 8.3(e)	—	Existing Intercompany Loans
Schedule 8.3(f)	—	Existing Loans to non-Wholly Owned Subsidiaries
Schedule 8.5	—	Restricted Payments
Schedule 8.8	—	Transactions with Affiliates
Schedule 8.13	—	Contemplated Accounting Changes
Schedule 8.15	—	Existing Sale and Leasebacks
Exhibits
Exhibit A	—	Form of Assignment and Acceptance
Exhibit B-1	—	Form of Revolving Credit Note
Exhibit B-2	—	Form of Term Note
Exhibit C	—	Form of Notice of Borrowing
Exhibit D	—	Form of Swing Loan Request
Exhibit E	—	Form of Letter of Credit Request
Exhibit F	—	Form of Notice of Conversion or Continuation
Exhibit G-1	—	Form of Opinion of US Counsel for the Loan Parties
Exhibit G-2	—	Form of Opinion of Cayman Counsel for the Loan Parties
Exhibit G-3	—	Form of Opinion of Canadian Counsel for the Loan Parties
Exhibit G-4	—	Form of Opinion of Dutch Counsel for the Loan Parties
Exhibit G-5	—	Form of Opinion of Japanese Counsel for the Loan Parties
Exhibit H-1	—	Form of Guaranty
Exhibit H-2	—	Form of Intercompany Guaranty
Exhibit I-1	—	Form of U.S. Pledge and Security Agreement
Exhibit J	—	Form of Intercompany Note

vi

CREDIT AGREEMENT, dated as of May 3, 2002, among JOHNSONDIVERSEY, INC., a Delaware corporation (the “Company”), JOHNSON WAX PROFESSIONAL, INC., an Ontario corporation (the “Canadian Borrower”), JOHNSON DIVERSEY NETHERLANDS II B.V., a Dutch corporation (the “Euro Borrower”), and JOHNSON PROFESSIONAL CO., LTD, a Japanese corporation (the “Japanese Borrower” and, with the Company, the Canadian Borrower and the Euro Borrower, collectively, the “Borrowers”), JOHNSON PROFESSIONAL HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined below), the Issuers (as defined below), CITICORP USA, INC. (“CUSA”), as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the “Administrative Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent for the Lenders and the Issuers (in such capacity, the “Syndication Agent”) and BANK ONE NA, ABN AMRO BANK N.V., ROYAL BANK OF SCOTLAND PLC, NEW YORK BRANCH, and GENERAL ELECTRIC CAPITAL CORPORATION as co-documentation agents for the lenders and issuers (together, in such capacity, the “Documentation Agents”).

W I T N E S S E T H:

WHEREAS, the Borrowers have requested that the Lenders and Issuers make available for the purposes specified in this Agreement term loans and revolving credit and letter of credit facilities; and

WHEREAS, the Lenders and Issuers are willing to make available to the Borrowers such term loans and revolving credit and letter of credit facilities upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

SECTION 1.1  Defined Terms

As used in this Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ABN Amro” means ABN Amro Bank N.V.

“Acquired Business” means the DiverseyLever Business (as defined in the Acquisition Agreement).

“Acquisition” means the purchase by Holdings, the Company and certain of their Affiliates of the Sold Shares and Assets (each as defined in the Acquisition Agreement).

“Acquisition Agreement” means the Purchase Agreement, dated as of November 20, 2001, by and among Holdings, the Company and the Seller, as amended by the First Amendment thereto, dated as of February 11, 2002, the Second Amendment thereto, dated as of April 5, 2002 and the Third Amendment thereto dated as of May 3, 2002.

“Acquisition Indemnity Reimbursement ” means any cash adjustment, reimbursement or other amount received by any JD Entity after the Closing Date in connection with any indemnity provided by the Seller or any other member of Unilever Group pursuant to the terms of the Acquisition Agreement.

“Adjusted Restructuring Charges” means the sum of (a) restructuring charges (as determined in conformity with GAAP) and reasonable (in the determination of the Administrative Agent) Integration Charges up to a combined aggregate amount equal to $125,000,000 plus (b) Reserve for Exit Costs.

“Administrative Agent ” has the meaning specified in the preamble to this Agreement; provided, however that (a) in respect of the provisions of Article II (The Facilities), Article X (Administrative Agent) and Article XI (Miscellaneous) (other than Section 11.1 (Amendments, Waivers, Etc.) and Section11.10 (Binding Effect), “Administrative Agent ” shall mean Citibank N.A., Hong Kong so far as such provisions relate to the Yen Revolving Credit Facility and (b) in respect of Section 10.1 (Authorization and Action) and other provisions herein or in any Loan Document that relate to Collateral, “Administrative Agent ” shall mean CUSA and/or any Affiliate thereof approved by CUSA.

“Affected Lender” has the meaning specified in Section 2.17 (Substitution of Lenders).

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controlling or that is controlled by or is under common control with such Person, each officer, director, general partner or joint-venturer of such Person, and each Person that is the beneficial owner of 5% or more of any class of Voting Stock of such Person. For the purposes of this definition, “control ” means the possession of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agents” means the Administrative Agent and the Syndication Agent.

“Agreement” means this Credit Agreement.

“Alternate Currency” means any lawful currency other than Dollars which is freely transferable into Dollars.

“Applicable Lending Office” means, with respect to each Lender, its Domestic Lending Office in the case of a Base Rate Loan, its Eurocurrency Lending Office in the case of a Eurocurrency Rate Loan denominated in Dollars or Euros, its Yen Lending Office in the case of a Loan made to the Japanese Borrower and its Canadian Lending Office in the case of a Loan made to the Canadian Borrower.

“Applicable Margin” means (a) during the period commencing on the Closing Date and ending 3 Business Days after the receipt by the Administrative Agent of the financial statements required to be delivered pursuant to Section 6.1(a) (Quarterly Reports) for the first full Fiscal Quarter ending after the Closing Date, with respect to the Tranche A Loans, the Tranche C Loans and the Revolving Loans maintained as (i) Base Rate Loans, a rate equal to 2.25% per annum and (ii) Eurocurrency Rate Loans, a rate equal to 3.25% per annum and thereafter, as of any date of determination, a per annum rate equal to the rate set forth below under the applicable

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type of Loan and opposite the then applicable Leverage Ratio (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) set forth below:

LEVERAGE RATIO	BASE RATE LOANS		EUROCURRENCY RATE LOANS
Greater than or equal to 3.5 to 1	2.25	%	3.25	%
Less than 3.5 to 1 and equal to or greater than 3.0 to 1	2.00	%	3.00	%
Less than 3.0 to 1 and equal to or greater than 2.5 to 1	1.75	%	2.75	%
Less than 2.5 to 1	1.50	%	2.50	%

and (b) with respect to Tranche B Loans maintained as (i) Base Rate Loans, a rate equal to 2.50% per annum and (ii) Eurocurrency Rate Loans, a rate equal to 3.50% per annum.

Subsequent changes in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective as to all Loans 3 Business Days after delivery by the Company to the Administrative Agent of new financial statements pursuant to Section 6.1(a) (Quarterly Reports) for each of the first three Fiscal Quarters of each Fiscal Year and Section 6.1(b) (Annual Reports) for each Fiscal Year. Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Leverage Ratio), if the Company shall fail to deliver such financial statements within the time periods specified in Section 6.1(a) or (b), as applicable, the Applicable Margin from and including the 49th day after the end of such Fiscal Quarter or the 94th day after the end of such Fiscal Year, as the case may be, to but not including the date the Company delivers to the Administrative Agent such financial statements shall equal the highest possible Applicable Margin provided for by this definition.

“Applicable Unused Commitment Fee Rate” means (a) during the period commencing on the Closing Date and ending 3 Business Days after the receipt by the Administrative Agent of the financial statements required to be delivered pursuant to Section 6.1(a) (Quarterly Reports) for the first full Fiscal Quarter ending after the Closing Date, 0.50% per annum and (b) thereafter, as of any date of determination, a per annum rate equal to the rate set forth below opposite the then applicable Leverage Ratio (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) set forth below:

LEVERAGE RATIO	APPLICABLE UNUSED COMMITMENT FEE RATE
Greater than or equal to 3.5 to 1	0.50	%
Less than 3.5 to 1	0.375	%

Subsequent changes in the Applicable Unused Commitment Fee Rate resulting from a change in the Leverage Ratio shall become effective 3 Business Days after delivery by the Company to the Administrative Agent of new financial statements pursuant to Section 6.1(a) (Quarterly Reports) for each of the first three Fiscal Quarters of each Fiscal Year and Section 6.1(b) (Annual Reports) for each Fiscal Year. Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Leverage Ratio), if the Company shall fail to deliver such financial statements with the time periods specified in Section 6.1(a) or (b), as applicable, the Applicable Unused Commitment Fee from and including the 49th day after the end of such Fiscal Quarter or

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the 94th day after the end of such Fiscal Year, as the case may be, to but not including the date the Company delivers to the Administrative Agent such financial statements shall conclusively equal the highest possible Applicable Unused Commitment Fee Rate provided for in this definition.

“Approved Fund”  means any Fund that is advised, or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.

“Arrangers” means Salomon Smith Barney Inc. and Goldman Sachs Credit Partners L.P., in their capacities as joint lead arrangers and joint book managers.

“Asset Sale” has the meaning specified in Section 8.4 (Sale of Assets).

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit A (Form of Assignment and Acceptance).

“Available Credit” means, at any time, an amount equal to (a) with respect to Dollar/Euro Revolving Loans, the then effective aggregate Dollar/Euro Revolving Credit Commitments minus the Dollar/Euro Revolving Credit Outstandings at such time, and (b) with respect to Yen Revolving Loans, the then effective aggregate Yen Revolving Credit Commitments minus the aggregate Yen Revolving Credit Outstandings at such time.

“Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall be equal at all times to the highest of the following:

(a)  the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;

(b)  the sum (adjusted to the nearest .0625% or, if there is no nearest .0625%, to the next higher .0625%) of (i) 0.5% per annum, (ii) the rate per annum obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average being determined weekly on each Monday (or, if any such day is not a Business Day, on the next succeeding Business Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for Citibank in respect of liabilities consisting of or including (among other liabilities) three–month U.S. dollar nonpersonal time deposits in the United States and (iii) the average during such three-week period of the maximum annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring Dollar deposits in the United States; and

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(c)  0.5% per annum plus the Federal Funds Rate.

“Base Rate Loan” means any Loan during any period in which it bears interest based on the Base Rate.

“Borrowers” has the meaning specified in the preamble to this Agreement.

“Borrowing” means a borrowing consisting of Loans made in the same currency on the same day by the Lenders ratably according to their respective Commitments. A Borrowing may be a Revolving Credit Borrowing, a Tranche A Borrowing, a Tranche B Borrowing, a Tranche C Borrowing, or a Swing Loan Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized to close in New York and (a) for notices, determinations, fundings and payments in connection with any Loan denominated in Yen, a day of the year on which banks are not required or authorized to close in Tokyo, Japan or in Hong Kong, (b) with respect to any Loan denominated in Euros, any such day for (i) payments or purchases of Euros, a TARGET Business Day and (ii) all other purposes, including the giving and receiving of notices, a TARGET Business Day on which banks are generally open for business in London, England, Frankfurt, Germany and in any other principal financial center as the Administrative Agent may from time to time determine for this purpose, (c) for notices, determinations, fundings and payments in connection with any Loan to the Canadian Borrower, a day of the year on which banks are not required or authorized to close in Toronto, Canada, and (d) with respect to all notices (except with respect to general matters not relating directly to funding), determinations and fundings in connection with, and payments of principal and interest on, Eurocurrency Rate Loans, any day which is a day for trading by and between banks in deposits of the applicable currency for such Loans in the interbank eurocurrency market. For purposes of this definition, a “TARGET Business Day” is a day when the Trans-European Automated Real-time Gross Settlement Express Transfer System, or any successor thereto, is scheduled to be open for business.

“Canadian Borrower” has the meaning given to it in the preamble hereto.

“Canadian Lending Office” means with respect to any Tranche C Lender, the office of such Lender specified as its “Canadian Lending Office” opposite its name on Schedule II (Applicable Lending Office and Addresses for Notices) or on the Assignment and Acceptance by which it became a Tranche C Lender or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of amounts that would be reflected as additions to property, plant, equipment or software on a consolidated balance sheet of such Person and its Subsidiaries prepared in conformity with GAAP, excluding interest capitalized during construction; provided, however, that “Capital Expenditures” shall not include property, plant, equipment or software listed on the consolidated balance sheet of the Acquired Business acquired as part of a Permitted Acquisition.

“Capital Lease” means, with respect to any Person, any lease (or other arrangement conveying the right to use) of property by such Person as lessee that would be accounted for as a capital lease on a balance sheet of such Person prepared in conformity with GAAP.

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“Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all obligations of such Person or any of its Subsidiaries under Capital Leases, as determined on a consolidated basis in conformity with GAAP.

“Cash Collateral Account” has the meaning specified in the Pledge and Security Agreements.

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by any of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States government or any agency or instrumentality of the foregoing (provided that the full faith and credit of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States, respectively, is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; (b) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic or foreign commercial bank having capital and surplus in excess of $500,000,000.00 and a Thomson Bank Watch Rating of “B” or better; (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above; (d) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services, Inc. and in each case maturing within six months after the date of acquisition of such commercial paper; and (e) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (d) of this definition; provided, however, that securities of the Company, the Unilever Group or any of their respective Affiliates shall not be “Cash Equivalents”.

“Cash Interest Expense” means, with respect to any Person for any period, the Interest Expense of such Person for such period less the Non–Cash Interest Expense of such Person for such period.

“Cash Management Obligations” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person in respect of cash management services (including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements) provided after the date hereof by the Administrative Agent, any Lender or any Affiliate thereof in connection with this Agreement or any Loan Document, including obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith to the extent provided for in the documents evidencing such cash management services.

“Cayman Subsidiary” means Johnson Diversey Cayman Inc., a limited liability company organized under the laws of the Cayman Islands.

“Change of Control” means the occurrence of any of the following:

(a)  the sale, conveyance, transfer or other disposition (other than by way of merger, amalgamation or consolidation) of all or substantially all of the properties or assets of Holdings, the Company and the Material Subsidiaries, taken as a whole, to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act), other than any member of the Johnson Family Group;

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(b)  any event, transaction or occurrence as a result of which (i) Holdings shall cease to own and control all of the outstanding Stock of the Company (other than the Consumer Share) or (ii) the Johnson Family Group shall cease to beneficially own greater than 50% of the outstanding Voting Stock of Holdings;

(c)  any “person” (as such term is used in Section 13(d)(3)), other than any member of the Johnson Family Group or any member of the Unilever Group, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of the total voting power of all classes of the Voting Stock of Holdings or the Company, calculated on a fully diluted basis;

(d)  at any time after a Public Market shall exist, during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings or the Company (together with (i) any directors whose election or appointment by the Board of Directors of Holdings or the Company, as applicable, or whose nomination for election by the stockholders of Holdings or the Company, as applicable, was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved, (ii) any directors whose election or appointment by the Board of Directors of Holdings or the Company, as applicable, or whose nomination for election by the stockholders of Holdings or the Company, as applicable, was approved by any member of the Unilever Group pursuant to the terms of the Stockholders’ Agreement or any member of the Johnson Family Group, and (iii) any directors elected pursuant to the terms of any stockholders’ agreement among the stockholders of Holdings or the Company, as applicable) cease for any reason to constitute a majority of the Board of Directors of Holdings or the Company, as applicable, then in office, or

(e)  the merger, amalgamation or consolidation of Holdings or the Company, as applicable, with or into another Person or the merger of another Person with or into Holdings or the Company, as applicable (each, a “Business Combination”), shall have occurred, and the securities of Holdings or the Company, as applicable, that are outstanding immediately prior to such transaction and which represent 100% of the aggregate voting power of the Voting Stock of Holdings or the Company, as applicable, are changed into or exchanged for cash, securities or property, unless pursuant to such transaction such securities are changed into or exchanged for, in addition to any other consideration, securities of the corporation or entity resulting from such Business Combination (including an entity which as a result of the Business Combination owns Holdings or the Company either directly or through one or more Subsidiaries) that represent immediately after giving effect to such transaction, greater than 50% of the outstanding Voting Stock of the corporation or entity resulting from such Business Combination (including an entity which as a result of the Business Combination owns Holdings or the Company either directly or through one or more Subsidiaries).

Notwithstanding anything in this definition to the contrary, “Change of Control” shall not be construed to permit any transaction otherwise prohibited pursuant to the terms of Section 8.6 (Restrictions on Fundamental Changes; Permitted Acquisitions).

“Citibank” means Citibank, N.A., a national banking association.

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“Closing Date” means the first date on which any Loan is made or any Letter of Credit is Issued.

“CMI Holdco Note” means the Promissory Note in the aggregate principal amount of $12,000,000 due November 30, 2009 and given by the Company in favor of its parent, Commercial Markets Holdco, Inc., issued in connection with the spin off of the Company from Johnson Consumer in 1999.

“Code” means the Internal Revenue Code of 1986 (or any successor legislation thereto).

“Collateral” means all property and interests in property and proceeds thereof now owned or hereafter acquired by any Loan Party in or upon which a Lien is granted under any Collateral Document.

“Collateral Documents” means the Pledge and Security Agreements, the Mortgages, each agreement granting a security interest in a Deposit Account or a Securities Account and any other document executed and delivered by a Loan Party granting a Lien on any of its property to secure payment of the Secured Obligations.

“Commitment” means, with respect to any Lender, such Lender’s Dollar/Euro Revolving Credit Commitment, if any, Yen Revolving Credit Commitment, if any, Tranche A Commitment, if any, Tranche B Commitment, if any, and Tranche C Commitment, if any, and “Commitments” means the aggregate Revolving Credit Commitments, Tranche A Commitments, Tranche B Commitments and Tranche C Commitments of all Lenders.

“Company” has the meaning specified in the preamble to this Agreement.

“Company’s Accountants” means Arthur Andersen LLP or other independent nationally-recognized public accountants acceptable to the Agents.

“Compliance Certificate” has the meaning specified in Section 6.1(c) (Compliance Certificate).

“Concentration Account” means any Deposit Account maintained by any Material Loan Party that is (a) a concentration account or (b) that maintains, during any calendar month, an average aggregate overnight balance in excess of the Dollar Equivalent of $1,000,000.

“Consolidated Current Assets” means, with respect to any Person at any date, the total consolidated current assets (other than cash and Cash Equivalents) of such Person and its Subsidiaries at such date, determined in conformity with GAAP.

“Consolidated Net Income” means, for any Person for any period, the net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in conformity with GAAP; provided, however, that (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third party (which interest does not cause the net income of such other Person to be consolidated into the net income of such Person in accordance with GAAP) shall be included only to the extent of the amount of dividends or distributions paid in cash to such Person or Subsidiary and (b) the net income of any Subsidiary of such Person that is subject to any restriction or limitation on the payment of

8

dividends or the making of other distributions shall be excluded to the extent such restriction or limitation limits the use by such Person or such Person’s Affiliates from applying the proceeds of such dividends of other distributions to repay, directly or indirectly the Obligations.

“Consolidated Total Assets” of any Person means, at any date, the total assets of such Person and its Subsidiaries at such date determined on a consolidated basis in conformity with GAAP minus (a) any minority interest in any Person that would be reflected on a consolidated balance sheet of such Person and its Subsidiaries at such date prepared in conformity with GAAP and (b) any Securities issued by such Person held as treasury securities.

“Constituent Documents” means, with respect to any Person, (a) the articles of incorporation, certificate of incorporation or certificate of formation (or the equivalent organizational documents) of such Person, (b) the by-laws, operating agreement (or the equivalent governing documents) of such Person and (c) any document (other than policy or procedural manuals or other similar documents) setting forth the manner of election and duties of the directors or managing members of such Person (if any) and the designation, amount or relative rights, limitations and preferences of any class or series of such Person’s Stock.

“Consumer Share” means the single share of the Company that is owned legally and beneficially by Johnson Consumer and that has no associated voting rights.

“Contaminant” means any material, substance or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including any petroleum or petroleum–derived substance or waste, asbestos and polychlorinated biphenyls.

“Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar provision of any Security issued by such Person or of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.

“CUSA” has the meaning specified in the preamble to this Agreement.

“Customary Permitted Liens” means, with respect to any Person, any of the following Liens:

(a)  Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

(b)  Liens of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law created in the ordinary course of business for amounts not yet due or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP;

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(c)  deposits made in the ordinary source of business in connection with workers’ compensation, unemployment insurance or other types of social security benefits;

(d)  encumbrances arising by reason of zoning restrictions, easements, licenses, reservations, covenants, rights-of-way, utility easements, building restrictions and other similar encumbrances on the use of real property not materially detracting from the value of such real property or not materially interfering with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(e)  encumbrances arising under leases or subleases of real property that do not, in the aggregate over all such encumbrances, materially detract from the value of such real property or interfere with the ordinary conduct of the business conducted and proposed to be conducted at such real property;

(f)  financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the ordinary course of such Person’s business;

(g)  pledges or deposits securing (i) the performance of bids, tenders, leases or contracts (other than for the repayment of borrowed money) or leases to which such Person is a party as lessee made in the ordinary course of business, (ii) indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money), (iii) public or statutory obligations or surety, custom or appeal bonds or (iv) indemnity, performance or other similar bonds in the ordinary course of business; and

(h)  any attachment or judgment Lien unless the judgment it secures has not, within 30 days after entry of such judgment, been discharged or execution stayed pending appeal, or has not been discharged within 30 days after the expiration of any such stay.

“Debt/Cash Balance Adjustment ” means any adjustment, reimbursement or other amount received in cash by any JD Entity after the Closing Date pursuant to the terms of the Acquisition Agreement in the event that either (a) the Final DiverseyLever Closing Debt/Cash Amount exceeds the DiverseyLever Base Debt/Cash Balance or (b) the CMI Base Debt/Cash Balance exceeds the Final CMI Closing Debt/Cash Amount. For purposes of the foregoing definition, capitalized terms used in the foregoing definition that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Acquisition Agreement.

“Debt Issuance” means the incurrence of Indebtedness of the type specified in clause (a) or (b) of the definition of “Indebtedness” by any JD Entity and, for the avoidance of doubt, it is acknowledged and agreed that “Debt Issuance” shall include any Securitization Facility consummated or increased by any JD Entity on or after the Closing Date.

“Default” means any event that, with the passing of time or the giving of notice or both, would become an Event of Default.

“Delayed Closing” has the meaning given to such term in the Acquisition Agreement.

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“Delayed Closing Adjustment” means any cash adjustment, reimbursement, interest payment or other amount, including any Section 3.4(e) Adjustment (as defined in the Acquisition Agreement), paid by Seller to any JD Entity after the Closing Date pursuant to Section 3.4(e) of the Acquisition Agreement in connection with the Company’s election to terminate the parties’ obligations under the Acquisition Agreement to buy and sell any Delayed Assets or Delayed Shares (each, as defined in the Acquisition Agreement) subject to a Delayed Closing.

“Deposit Account” has the meaning specified in the UCC.

“Disclosure Documents” means, collectively, (i) the confidential information memoranda and related materials prepared in connection with the syndication of the Facilities, and (ii) the Rule 144A Offering Memorandum prepared by the Company dated April 29, 2002.

“Documentary Letter of Credit” means any Letter of Credit that is drawable upon presentation of documents evidencing the sale or shipment of goods purchased by the Company or any of its Subsidiaries in the ordinary course of its business.

“Dollar Equivalent” means at the time of determination thereof (a) with respect to Dollars, the amount in Dollars and (b) with respect to any Alternate Currency, the equivalent of such currency in Dollars determined by using the rate of exchange quoted by Citibank in New York, New York at 11:00 a.m. (New York time) on the date of determination to prime banks in New York for the spot purchase in the New York foreign exchange market of such amount of Dollars with such Alternate Currency.

“Dollar/Euro Issuer” means each Dollar/Euro Revolving Credit Lender or Affiliate of a Dollar/Euro Revolving Credit Lender that (a) is listed on the signature pages hereof as a “Dollar/Euro Issuer” or (b) hereafter becomes a Dollar/Euro Issuer with the approval of the Administrative Agent and the Company by agreeing pursuant to an agreement with and in form and substance satisfactory to the Administrative Agent and the Company to be bound by the terms hereof applicable to Dollar/Euro Issuers.

“Dollar/Euro Revolving Credit Borrowing ” means Dollar/Euro Revolving Loans made on the same day by the Dollar/Euro Revolving Credit Lenders ratably according to their respective Dollar/Euro Revolving Credit Commitments.

“Dollar/Euro Revolving Credit Commitment ” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Dollar/Euro Revolving Loans to the Company and acquire interests in other Dollar/Euro Revolving Credit Outstandings in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption “Dollar/Euro Revolving Credit Commitment,” as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Dollar/Euro Revolving Credit Commitments on the Closing Date shall be $210,000,000.

“Dollar/Euro Revolving Credit Facility” means the Dollar/Euro Revolving Credit Commitments and the provisions herein related to the Dollar/Euro Revolving Loans, the Swing Loans and Letters of Credit denominated in Dollars or Euros.

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“Dollar/Euro Revolving Credit Lender” means each Lender having a Dollar/Euro Revolving Credit Commitment.

“Dollar/Euro Revolving Credit Outstandings” means, at any particular time, the sum of the Dollar Equivalent of (a) the principal amount of the Dollar/Euro Revolving Loans outstanding at such time, (b) the Letter of Credit Obligations of the Company denominated in Dollars or Euros outstanding at such time and (c) the principal amount of the Swing Loans outstanding at such time.

“Dollar/Euro Revolving Loan” has the meaning specified in Section 2.1(a) (Revolving Credit Commitments).

“Dollar/Euro Unused Commitment Fee” has the meaning specified in Section 2.12(a) (Fees).

“Dollars” and the sign “$” each mean the lawful money of the United States of America.

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent.

“Domestic Loan Party” means any Loan Party organized under the laws of any state of the United States of America or the District of Columbia.

“Domestic Subsidiary” means any Subsidiary of the Company organized under the laws of any state of the United States of America or the District of Columbia.

“EBITDA” means, with respect to any Person for any period (a) Consolidated Net Income of such Person for such period, plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication,

(i)  any provision for income taxes,

(ii)  Interest Expense,

(iii)  loss from extraordinary items,

(iv)  amortization and depreciation expense,

(v)  other than as provided for in clause (vi) below, all other non-cash charges and non-cash losses for such period, including the amount of any compensation deduction as the result of any grant of Stock or Stock Equivalents to employees, officers, directors or consultants, and

(vi)  all restructuring charges (as determined in conformity with GAAP) and Integration Charges whether or not paid in cash during such period;

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minus (c) the sum of, in each case to the extent included (other than with respect to the Reserve for Exit Costs) in the calculation of such Consolidated Net Income but without duplication,

(i)  any credit for income tax,

(ii)  gains from extraordinary items for such period,

(iii)  any aggregate net gain from the sale, exchange or other disposition of capital assets by such Person outside the ordinary course of business,

(iv)  any other non-cash gains or other items outside the ordinary course of business which have been added in determining Consolidated Net Income, including any reversal of a charge referred to in clause (b)(v) above by reason of a decrease in the value of any Stock or Stock Equivalent,

(v)  the sum of cash expenditures in respect of non-cash charges included in clause (b)(v) above,

(vi)  (A)  Restructuring Cash Expenditures for such period and (B) cash expenditures in respect of restructuring charges and Integration Charges in excess of an aggregate of $125,000,000.

Notwithstanding the foregoing, for purposes of determining (a) the Leverage Ratio for any period ending prior to June 27, 2003, EBITDA shall be determined on an annualized basis, that is, by dividing 365 by the number of days in the applicable period and multiplying the result thereof by EBITDA for such period and (b) any Excess Cash Flow for any period, cash expenditures relating to Restructuring Charges deducted in such period pursuant to clause (c)(vi) above shall be actual cash expenditures made in such period and not the Restructuring Cash Expenditures for such period.

“Eligible Assignee” means (a) with respect any assignee not making a Loan to the Canadian Borrower or the Japanese Borrower, (i) a Lender or any Affiliate or Approved Fund of any Lender (any two or more Approved Funds of a Lender being treated as a single Eligible Assignee for all purposes hereof); (ii) a commercial bank having total assets in excess of $5,000,000,000 or otherwise reasonably acceptable to the Administrative Agent; (iii) a finance company, insurance company, other financial institution or Fund reasonably acceptable to the Administrative Agent that is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933) and which extends credit or buys loans as one of its businesses or a finance company, insurance company, other financial institution or Fund which is otherwise reasonably acceptable to the Administrative Agent; or (iv) a savings and loan association or savings bank organized under the laws of the United States or any State thereof which has a net worth, determined in accordance with GAAP, in excess of $250,000,000 provided, that no Affiliate of the Company or the Unilever Group shall be an Eligible Assignee, (b) with respect to an assignment by any Tranche C Lender, a Tranche C Lender which is also an entity described in the foregoing clause (a), and (c) with respect to an assignment by any Yen Revolving Credit Lender, a Yen Revolving Credit Lender which is also an entity described in the foregoing clause (a).

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“Emergency” shall mean an immediate and serious risk to human health or the Environment which requires a prompt response, and shall include a fire, explosion, act of God, flood or sudden Release.

“Environment” means any of the following media: (a) land, including surface land, subsurface strata, sea bed and river bed under water (as defined in clause (b) hereof) and any natural or man-made structures; (b) water, including coastal and inland waters, surface waters, ground waters, drinking water supplies and waters in drains and sewers, surface and sub-surface strata; and (c) air, including indoor and outdoor air and air within buildings and other man-made or natural structures above or below ground; including any living organism or system supported by any such media.

“Environmental Claim” means any legal proceeding, written claim or allegation, notice of violation, order or directive (conditional or otherwise), judgment or Lien by any Person relating to, resulting from or based upon an Environmental Matter.

“Environmental Laws” means all applicable Requirements of Law now or hereafter in effect and as amended or supplemented from time to time, relating to pollution or the regulation and protection of human health, safety, the environment or natural resources, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. § 1801 et seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic Substance Control Act, as amended (42 U.S.C. § 7401 et seq.); the Clean Air Act, as amended (42 U.S.C. § 740 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their state and local counterparts or equivalents and any transfer of ownership notification or approval statute, including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6 et seq.).

“Environmental Liabilities and Costs” means, with respect to any Person, all liabilities, obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest incurred as a result of any claim or demand by any other Person, (whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute) and whether arising under any Environmental Law, Permit, order or agreement with any Governmental Authority or other Person, in each case relating to any environmental, health or safety condition or to any Release or threatened Release and resulting from the past, present or future operations of, or ownership of property by, such Person or any of its Subsidiaries.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.

“Environmental Matters” means: (a) pollution or contamination or the significant threat of pollution or contamination of the Environment, including soil or groundwater contamination or the occurrence or the existence of or the continuation of the existence of a Release (including sudden or non-sudden, accidental or non-accidental leaks or spills); (b) the treatment, disposal, release, spillage, deposit, escape, discharge, leak, emission, leaching or

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migration of any Contaminant; (c) exposure of any person to any Contaminant; (d) the creation of any noise, vibration, radiation, common law or statutory nuisance, or other adverse impact on the Environment; (e) the violation, or alleged violation of any Environmental Law or any environmental Permit; (f) any other matters relating to the condition, protection, maintenance, restoration or replacement of the Environment or any part of it arising directly or indirectly out of the generating, manufacturing, processing, treatment, storage, keeping, handling, use (including as a building material), possession, supply, receipt, sale, purchase, import, export, transportation or presence of any Contaminant; or (g) any Emergency.

“Equity Issuance” means the issue or sale of any Stock of Holdings, the Company or any Subsidiary of the Company by Holdings, the Company or any Subsidiary of the Company, respectively, to any Person other than Holdings, the Company or any Wholly Owned Subsidiary.

“ERISA” means the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto).

“ERISA Affiliate” means any corporation or trade or business (whether or not incorporated) under common control or treated as a single employer with the Holdings, the Company or any of the Company’s Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means (a) a reportable event described in Section 4043(b) or 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with respect to a Title IV Plan or a Multiemployer Plan, (b) the withdrawal of the Company, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) of the Company, any of its Subsidiaries or any ERISA Affiliate from any Multiemployer Plan, (d) notice of reorganization or insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to terminate a Title IV Plan in a distress situation or the treatment of a plan amendment as a distress termination under Section 4041 of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to a Title IV Plan or Multiemployer Plan, (h) the imposition of a lien under Section 412 of the Code or Section 302 of ERISA on Holdings, the Company or any of the Company’s Subsidiaries or any ERISA Affiliate or (i) any other event or condition that could reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan.

“Euro” and the sign “E” each mean the lawful money of the member states of the European Union.

“Euro Borrower” has the meaning set forth in the preamble hereto.

“Eurocurrency Base Rate” means, with respect to any Interest Period for any Eurocurrency Rate Loan, the rate determined by the Administrative Agent to be the offered rate for deposits in Dollars, Euros or Yen, as applicable, for the applicable Interest Period appearing on the Screen as of 11:00 a.m., local time, on the second full Business Day next preceding the first day of each Interest Period. In the event that such rate does not appear on the Screen, the Eurocurrency Base Rate for the purposes of this definition shall be determined by reference to

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such other comparable publicly available service for displaying eurocurrency rates as may be selected by the Administrative Agent, or, in the absence of such availability, the Eurocurrency Base Rate shall be the rate of interest determined by the Administrative Agent to be the rate per annum at which deposits in Dollars, Euros or Yen, as applicable, are offered by, in the case of Dollars or Euros, the principal office of Citibank in London or, in the case of Yen, the principal office of Citibank in Hong Kong to major banks in the London, Hong Kong or Tokyo (as the case may be) interbank market at 11:00 a.m. Local Time two Business Days before the first day of such Interest Period in an amount substantially equal to the Eurocurrency Rate Loan of Citibank for a period equal to such Interest Period.

“Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender (or, if no such office is specified, its Domestic Lending Office) or such other office of such Lender as such Lender may from time to time specify to the Company and the Administrative Agent.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Federal Reserve Board.

“Eurocurrency Rate” means, with respect to any Interest Period for any Eurocurrency Rate Loan, an interest rate per annum equal to the rate per annum obtained by dividing (a) the Eurocurrency Base Rate by (b)(i) a percentage equal to 100% minus (ii) the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the Eurocurrency Rate is determined) having a term equal to such Interest Period.

“Eurocurrency Rate Loan” means any Loan that, for an Interest Period, bears interest based on the Eurocurrency Rate.

“Event of Default” means any of the events specified in Section 9.1 (Events of Default).

“Excess Cash Flow” means, for the Company for any period, (a) EBITDA of the Company for such period plus (b) the excess, if any, of Working Capital at the beginning of such period over Working Capital at the end of such period minus (c) the sum of (without duplication) (i) scheduled cash principal payments on the Loans during such period and optional cash principal payments on the Loans during such period (but only to the extent in the case of optional cash payments of the Revolving Credit Loans that the Revolving Credit Commitments are permanently reduced by the amount of such payments), (ii) scheduled cash principal payments made by the Company or any of its Subsidiaries during such period on other Indebtedness to the extent such other Indebtedness and payments are permitted by this Agreement, (iii) scheduled payments made by the Company or any of its Subsidiaries during such period on Capital Lease Obligations to the extent such Capital Lease Obligations and payments are permitted by this Agreement, (iv) Capital Expenditures (to the extent not financed by the incurrence of Indebtedness) made by the Company or any of its Subsidiaries during such period to the extent

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permitted by this Agreement, (v) dividends or other distributions of the Company during such period to the extent permitted hereunder and actually paid, (vi) cash payments made by the Company or any of its Subsidiaries to satisfy income tax obligations of any JD Entity, (vii) Cash Interest Expense of the Company and its Subsidiaries during such period, (viii) restructuring charges that have been expensed but have not yet been paid in cash and (ix) the excess, if any, of Working Capital at the end of such period over Working Capital at the beginning of such period.

“Exchange Act ” means the Securities Exchange Act of 1934.

“Existing Sale Leaseback Documentation” means the documentation in effect on the date hereof governing the sale leaseback transactions entered into by Diversey Lever, Inc. (and assigned to the Company or a Subsidiary thereof in connection with the Acquisition) and GATX Capital Corporation in connection with certain real properties located in East Stroudsburg, Pennsylvania and Sharonville, Ohio, in each case as more fully set forth on Schedule 8.15 (Existing Sale Leasebacks).

“Facilities” means (a) the Tranche A Facility, (b) the Tranche B Facilities, (c) the Tranche C Facility and (d) the Revolving Credit Facilities.

“Fair Market Value” means (a) with respect to any asset or group of assets (other than a marketable Security) at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined in good faith by (i) the Company’s management, if the value of such asset or group of assets is less than or equal to the Dollar Equivalent of $10,000,000, (ii) the Board of Directors of the Company if the value of such asset or group of assets is more than the Dollar Equivalent of $10,000,000 or (iii) if such asset or group of assets shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set forth in such appraisal and (b) with respect to any marketable Security at any date, the closing sale price of such Security on the Business Day next preceding such date, as appearing in any published list of any national securities exchange or the NASDAQ Stock Market or, if there is no such closing sale price of such Security, the final price for the purchase of such Security at face value quoted on such business day by a financial institution of recognized standing regularly dealing in securities of such type and selected by the Administrative Agent.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

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“Fee Letter” shall mean the letter dated as of November 20, 2001, addressed to the Company from CUSA and the Arrangers and accepted by the Company on November 20, 2001, with respect to certain fees to be paid from time to time to CUSA and the Arrangers.

“Finance Subsidiary” means the Cayman Subsidiary or any other special purpose financial subsidiary established by the Company and consented to by the Administrative Agent (other than a special purpose financial subsidiary established for the sole purpose of consummating one or more Securitization Facilities).

“Financial Covenant Debt” of any Person means, without duplication, Indebtedness of the type specified in clauses (a), (b), (c), (d), (e), (f), (g),(h), (j) and (k) (other than Indebtedness in respect of any Securitization Facility existing on the Closing Date up to a maximum principal amount of $55,000,000) of the definition of “Indebtedness”; provided, however, that Indebtedness of the type specified in clause (k) of the definition of “Indebtedness” shall not be included in any calculation of “Financial Covenant Debt” used solely to determine the Applicable Margin or Applicable Unused Commitment Fee Rate.

“Financial Covenant Period” means, (a) for any fiscal period ending prior to June 27, 2003, the period commencing on the Closing Date and ending with the end of such fiscal period, and (b) with respect to each Fiscal Quarter ending June 27, 2003 and thereafter, the four preceding Fiscal Quarters ending with the end of such Fiscal Quarter.

“Financial Statements” means the financial statements of the Company and the Company’s Subsidiaries delivered in accordance with Sections 4.4 (Financial Statements and other information) and 6.1 (Financial Statements).

“Fiscal Quarter” means each approximately three month period ending on the Friday nearest the end of each calendar quarter.

“Fiscal Year” means the 52 or 53 week period ending on or about each December 31.

“Fixed Charge Coverage Ratio” means, with respect to any period, the ratio of (a) EBITDA of the Company and its Subsidiaries for such period to (b) the sum of, without duplication, (i) the Interest Expense of the Company and its Subsidiaries for such period, (ii) the principal amount of Financial Covenant Debt of the Company and its Subsidiaries determined on a consolidated basis in conformity with GAAP having a scheduled due date during such period and (iii) all cash dividends payable under Sections 1 and 2 on Schedule 8.5 (Restricted Payments) by the Company and its Subsidiaries on Stock in respect of such period to Persons other than the Company and its Subsidiaries.

“Foreign Plan” means an employee benefit plan to which the Borrowers, any of their Subsidiaries or any ERISA Affiliate has any obligation or liability (contingent or otherwise) with respect to employees who are not employed in the United States.

“Foreign Subsidiary” means any Subsidiary of the Company that is not a Domestic Subsidiary.

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“Former Real Property” means any site or facility which was owned, occupied or used directly or indirectly prior to (but no longer as at) the Closing Date by any JD Entity or any of its or their predecessors in the Acquired Business or otherwise.

“Fund ” means any Person (other than a natural Person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and the statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, that are applicable to the circumstances as of the date of determination; provided, however, that with respect to the Financial Statements of each Foreign Subsidiary, “GAAP ” shall mean generally accepted accounting principles as in effect from time to time or such other statements as may be in general use by significant segments of the applicable accounting profession, that are applicable to the circumstances as of the date of determination and in effect in the jurisdiction of such Foreign Subsidiary, subject in all cases to the proviso in Section 1.3(b) (Accounting Terms and Principles).

“GE Capital ” means General Electric Capital Corporation.

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any central bank.

“Guarantor” means Holdings, the Company (with respect to its guaranty of the Euro Borrower’s obligations and the Japanese Borrower’s obligations) and each Subsidiary Guarantor.

“Guaranty” means each guaranty, in substantially the form of Exhibit H-1 (Form of Guaranty) (with such changes thereto as the Company and the Administrative Agent may be required by Requirements of Law or customary practice in the jurisdiction in which the applicable Guarantor is located), in each case executed by one or more Guarantors.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring such liability is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged (other than endorsements for collection or deposit made in the ordinary course of business), or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial

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condition of another Person, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or intent thereof is as described in the preliminary clause of sentence. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.

“Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

“Holdings” has the meaning specified in the preamble to this Agreement.

“Housemark License Agreement ” means that certain agreement dated May 3, 2002 between Johnson Consumer and the Company with respect to the housemarks, including the mark “JohnsonDiversey”.

“Inactive Subsidiary” means any Subsidiary of the Company that on such date and, as of any date, on a consolidated basis with its Subsidiaries, has assets with an aggregate fair market value of less than the Dollar Equivalent of $25,000 and had revenues of less than the Dollar Equivalent of $25,000 during the most recent 12-month period.

“Indebtedness” of any Person means without duplication (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments or that bear interest, (c) all reimbursement and all obligations with respect to letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (d) all indebtedness for the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business that are not overdue, (e) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all Capital Lease Obligations of such Person, (g) all Guaranty Obligations of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends, (i) all payments that such Person would have to make in the event of an early termination on the date Indebtedness of such Person is being determined in respect of Hedging Contracts of such Person, (j) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness and (k) all obligations of such Person under any Securitization Facility.

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“Indebtedness to be Paid” means the Indebtedness of the Company or any of its Subsidiaries listed on Schedule 4.16 (Use of Proceeds).

“Indemnified Matter” has the meaning specified in Section 11.4 (Indemnities).

“Indemnitee” has the meaning specified in Section 11.4 (Indemnities).

“Integration Charges” means charges associated solely with the amalgamation of the Acquired Business and the Company and include only the following: (a) one-time manufacturing rationalization charges, (b) write-off of inventory as part of stock keeping unit rationalization (not including write-off of inventory in the ordinary course of business), (c) one-time logistics and customer service charges, (d) sales and marketing headcount reduction costs associated with integration severance and redundancy, (e) sales and marketing training costs associated with integration, (f) general and administrative headcount reduction costs associated with integration severance and redundancy, (g) information technology headcount reduction costs associated with integration severance and redundancy, (h) one-time research and development charges associated with integration, (i) environmental system and training programs bringing the Acquired Business’ systems into alignment with the Company’s existing systems, (j) health and safety system and training programs bringing the Acquired Business’ systems in alignment with the Company’s existing systems, (k) costs associated with the Acquired Business’ previously announced and identified restructuring programs referred to as “Core”, “Verdi”, “Big Delta” and “Parmesan” to the extent have not previously been expensed by the Acquired Business and (l) specifically identifiable costs associated with personnel training and the retention of consultants in connection with the integration of the Acquired Business’ and the Company’s existing information technology systems (excluding all costs of installing and implementing any systems not implemented on the Closing Date).

“Interbank Rate” means, for any period, (i) in respect of Loans denominated in Dollars, the Federal Funds Rate and (ii) in respect of loans denominated in Euros or Yen, the Administrative Agent’s cost of funds for such period.

“Intercompany Borrower” means each JD Entity that executes and delivers an Intercompany Note.

“Intercompany Collateral Agent” means the Cayman Subsidiary or any other collateral agent appointed on behalf of one or more Intercompany Lender to hold collateral on its behalf pursuant to the collateral agency agreement dated as of the date hereof, as may be amended from time to time.

“Intercompany Collateral Documents” means the Intercompany Pledge and Security Agreements, the Intercompany Mortgages and any other document executed and delivered by an Intercompany Loan Party granting a Lien on any of its property to secure payment of an Intercompany Loan and related obligations.

“Intercompany Guarantees” means each guaranty, in substantially the form of Exhibit H-2 (Form of Intercompany Guaranty) executed and delivered by a Subsidiary of Holdings in favor of an Intercompany Lender and assigned to the Administrative Agent including those set forth on Schedule 3.1(c) (Intercompany Guarantees).

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“Intercompany Guarantor” each JD Entity that executes and delivers an Intercompany Guarantee.

“Intercompany Lender” means each Subsidiary of Holdings that has made Intercompany Revolving Loans or Intercompany Term Loans to any Intercompany Borrower, including each Finance Subsidiary.

“Intercompany Loans” means, collectively, the Intercompany Term Loans and the Intercompany Revolving Loans.

“Intercompany Loan Documents” means the Intercompany Notes, the Intercompany Guarantees, the Intercompany Collateral Documents and each other document executed and delivered by an Intercompany Loan Party.

“Intercompany Loan Party” means each Subsidiary of Holdings that is an Intercompany Borrower or an Intercompany Guarantor.

“Intercompany Mortgages” means the mortgages, deeds of trust or other real estate security documents executed and delivered by an Intercompany Loan Party in favor of an Intercompany Lender and assigned to the Administrative Agent including those set forth on Schedule 3.1 (d) (Mortgages).

“Intercompany Notes” means each Intercompany Revolving Credit Note and each Intercompany Term Note.

“Intercompany Obligations” means, in the case of any Intercompany Borrower, its obligations under any Intercompany Note made by it, and, in the case of any Intercompany Guarantor, its obligations under any Intercompany Guaranty executed by it.

“Intercompany Pledge and Security Agreements” means each pledge and/or other security agreement executed and delivered by an Intercompany Loan Party in favor of an Intercompany Lender and assigned to the Administrative Agent including those set forth on Schedule 3.1(a) (Pledge and Security Agreements).

“Intercompany Revolving Loan” means each revolving loan made by a Subsidiary of Holdings to another Subsidiary of Holdings.

“Intercompany Revolving Credit Notes” means each promissory note evidencing Intercompany Revolving Loan issued by a Subsidiary of Holdings in favor of another Subsidiary of Holdings and endorsed to the Administrative Agent including those set forth on Schedule 8.3(e) (Existing Intercompany Loans) and Schedule 8.3(f) (Existing Loans to non-Wholly Owned Subsidiaries) and substantially in the form of Exhibit J.

“Intercompany Term Loan” means each term loan made by a Subsidiary of Holdings to another Subsidiary of Holdings.

“Intercompany Term Notes” means each promissory note evidencing an Intercompany Term Loan issued by a Subsidiary of Holdings in favor of another Subsidiary of Holdings and endorsed to the Administrative Agent including those set forth on Schedule 8.3(e)

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(Existing Intercompany Loans) and Schedule 8.3(f) (Existing Loans to non-Wholly Owned Subsidiaries) and substantially in the form of Exhibit J.

“Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to Cash Interest Expense of such Person for such period.

“Interest Expense” means, for any Person for any period, without duplication, (a) total interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP and including, in any event, interest capitalized during construction for such period and net costs under Interest Rate Contracts for such period plus (b) dividends or other distributions paid by the Company to Holdings for the purposes of permitting Holdings to make interest payments in respect of the Seller Notes minus (c) net gains of such Person and its Subsidiaries under Interest Rate Contracts for such period determined on a consolidated basis in conformity with GAAP and minus (d) any interest income of such Person and its Subsidiaries for such period determined on a consolidated basis in conformity with GAAP.

“Interest Period” means, in the case of any Eurocurrency Rate Loan, (a) initially, the period commencing on the date such Eurocurrency Rate Loan is made or on the date of conversion of a Base Rate Loan to such Eurocurrency Rate Loan and ending one, two, three or six months thereafter, as selected by the applicable Borrower in its Notice of Borrowing or Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.2 (Borrowing Procedures) or 2.11 (Conversion/Continuation Option), and (b) thereafter, if such Loan is continued, in whole or in part, as a Eurocurrency Rate Loan pursuant to Section 2.11 (Conversion/Continuation Option), a period commencing on the last day of the immediately preceding Interest Period therefor and ending one, two, three or six months thereafter, as selected by the applicable Borrower in its Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.11 (Conversion/Continuation Option); provided, however, that all of the foregoing provisions relating to Interest Periods in respect of Eurocurrency Rate Loans are subject to the following:

(i)  if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless the result of such extension would be to extend such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(ii)  any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month;

(iii)  no Borrower may select any Interest Period that ends after the date of a scheduled principal payment on the Loans as set forth in Article II (The Facilities) unless, after giving effect to such selection, the aggregate unpaid principal amount of the Loans for which Interest Periods end after such scheduled principal payment shall be equal to or less than the principal amount to which the Loans are required to be reduced after such scheduled principal payment is made;

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(iv)  no Borrower may select any Interest Period in respect of Loans having an aggregate principal amount of less than the applicable Minimum Currency Threshold; and

(v)  there shall be outstanding at any one time no more than (A) fifteen Interest Periods in the aggregate in respect of Dollar/Euro Revolving Loans, (B) five Interest Periods in the aggregate in respect of Yen Revolving Loans and (C) two Interest Periods in the aggregate in respect of each of the (i) Tranche A Facility, (ii) the Tranche B Facility denominated in Dollars, (iii) the Tranche B Facility denominated in Euros and (iv) the Tranche C Facility.

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance.

“Investment” means, with respect to any Person, (a) any purchase or other acquisition by such Person of (i) any Security issued by, (ii) a beneficial interest in any Security issued by, or (iii) any other equity ownership interest in, any other Person, (b) any purchase by such Person of all or a significant part of the assets of a business conducted by any other Person, or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any other Person, (c) any loan, advance (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar items made or incurred in the ordinary course of business as presently conducted) or capital contribution by such Person to any other Person, including all Indebtedness of any other Person to such Person arising from a sale of property by such Person other than in the ordinary course of its business, and (d) any Guaranty Obligation incurred by such Person in respect of Indebtedness of any other Person.

“Inventory” has the meaning specified in the applicable Pledge and Security Agreement.

“IRS” means the Internal Revenue Service of the United States or any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiry of, renew or increase the maximum stated amount (including by deleting or reducing any scheduled decrease in such maximum stated amount) of, such Letter of Credit. The terms “Issued” and “Issuance” shall have a corresponding meaning.

“Issuer” means each Dollar/Euro Issuer and each Yen Issuer.

“Italian Factoring Facility” means the factoring of receivables up to a maximum aggregate amount of the Dollar Equivalent of $2,000,000.

“JD Entity” means each of Holdings, the Company and each of the Company’s Subsidiaries.

“Japanese Borrower” has the meaning specified in the preamble to this Agreement.

“Johnson Consumer” means S.C. Johnson & Son, Inc., a Wisconsin corporation.

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“Johnson Family Group” means (a) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis or the spouse of any such person; (b) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in clause (a) above; or (c) a Person (other than an individual) controlled directly or indirectly by one or more individuals or entities described in clauses (a) or (b) above (other than Holdings or a Person controlled by Holdings).

“Joint Liabilities” means the Company’s obligations in respect of certain joint ERISA, environmental and product liability obligations of the Company and Johnson Consumer, up to a maximum aggregate cash payment amount of $8,000,000.

“Leases” means, with respect to any Person, all of those leasehold estates in real property of such Person, as lessee, as such may be amended, supplemented or otherwise modified from time to time.

“Lender” means each financial institution or other entity that (a) is listed on the signature pages hereof as a “Lender” or (b) from time to time becomes a party hereto by execution of an Assignment and Acceptance.

“Letter of Credit” means any letter of credit issued pursuant to Section 2.4 (Letters of Credit).

“Letter of Credit Obligations” means, at any time, without duplication, the aggregate of all liabilities at such time of the Borrowers to all Issuers with respect to Letters of Credit, whether or not any such liability is contingent, including the sum of (a) the Reimbursement Obligations at such time and (b) the Letter of Credit Undrawn Amounts at such time.

“Letter of Credit Reimbursement Agreement” has the meaning specified in Section 2.4(e) (Letters of Credit).

“Letter of Credit Request” has the meaning specified in Section 2.4(c) (Letters of Credit).

“Letter of Credit Undrawn Amounts” means, at any time, with respect to either Revolving Credit Facility, the aggregate undrawn amount of all Letters of Credit outstanding at such time under such Revolving Credit Facility.

“Leverage Ratio” means, with respect to any Person for any period, the ratio of (a) Financial Covenant Debt of such Person and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of such period to (b) EBITDA for such Person for such period.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever intended to assure payment of any Indebtedness or the performance of any other obligation, including any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease and any financing lease having substantially the same economic effect as

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any of the foregoing, and the filing of any financing statement under the UCC or comparable law of any jurisdiction naming the owner of the asset to which such Lien relates as debtor.

“Loan” means any loan made by any Lender pursuant to this Agreement.

“Loan Documents” means, collectively, this Agreement, the Notes (if any), each Guaranty, the Intercompany Loan Documents, the Fee Letter, each Letter of Credit Reimbursement Agreement, the Collateral Documents and each certificate, agreement or document executed by a Loan Party and delivered to the Administrative Agent or any Lender in connection with or pursuant to any of the foregoing.

“Loan Party” means Holdings, each of the Borrowers, each Guarantor, each Intercompany Loan Party and each other Subsidiary of the Company that executes and delivers a Loan Document.

“Local Time” means, with respect to the Dollar/Euro Revolving Credit Facility, New York time and, with respect to the Yen Revolving Credit Facility, Hong Kong time.

“Mandatory Costs” means in relation to a Loan or unpaid sum the rate per annum notified by any Lender to the Administrative Agent to be the cost to that Lender of compliance with all reserve asset, liquidity or cash margin or other like requirements of the Bank of England, the Financial Services Authority or the European Central Bank and which shall be determined in accordance with Schedule III (Mandatory Costs).

“Material Adverse Change” means (a) a material adverse event, development, change, circumstance or state of facts that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition, prospects or results of operations of Holdings, the Company and the Company’s Subsidiaries, taken as a whole, or (b) a material adverse change in (i) the legality, validity or enforceability of any Loan Document or any Related Document, (ii) the perfection or priority of the Liens granted pursuant to the Collateral Documents, (iii) the ability of the Material Loan Parties, taken as a whole, to perform their obligations under the Loan Documents or (iv) the rights and remedies of the Administrative Agent, the Lenders or the Issuers under the Loan Documents.

“Material Adverse Effect ” means an effect that results in or causes, or could reasonably be expected to result in or cause, a Material Adverse Change.

“Material Contract ” means the (i) Housemark License Agreement, (ii) the technology disclosure and license agreement dated May 3, 2002 among Johnson Consumer, the Company, and Johnson Polymer, Inc. and (iii) the Waxdale Leases.

“Material Jurisdiction” means each jurisdiction in which any JD Entity is incorporated and which: (a) has operations that had EBITDA in excess of the Dollar Equivalent of $3,000,000 or, at any time that the Company has a Leverage Ratio of 3.5:1 or less, the Dollar Equivalent of $5,000,000, for the most recently completed Fiscal Year; or (b) had total assets as of the end the most recently completed Fiscal Year the aggregate value of which was equal to or in excess of 1.5% of the Total Assets of Holdings and its Subsidiaries, taken as a whole, and in any event shall include the United States, the Cayman Islands, Japan, Netherlands, England and Wales, Argentina, Australia, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Italy, Mexico, New Zealand, Portugal, Spain, Switzerland and Turkey.

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“Material Lease” means the Waxdale Leases and any other lease for real property that (a) is for a term longer that three years and in respect of which aggregate annual lease payments are in excess of the Dollar Equivalent of $1,000,000, or (b) has material importance to the business or operations of any Material Loan Party.

“Material Loan Party” means the Borrowers, the Guarantors and any Intercompany Loan Party that is a Material Subsidiary.

“Material Real Property” means each Owned Property that has a Fair Market Value in excess of the Dollar Equivalent of $1,000,000.

“Material Securities Accounts” means each “Securities Account ” (as defined in the UCC) maintained by any Material Loan Party that maintains an average overnight balance in excess of the Dollar Equivalent of $1,000,000.

“Material Subsidiary” means any Subsidiary of Holdings (other than a Securitization Subsidiary) that is located in a Material Jurisdiction.

“Minimum Currency Threshold ” means, (i) in the case of Loans denominated in Dollars, $5,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) in the case of Loans denominated in Euros, E2,000,000 or an integral multiple of E1,000,000 in excess thereof and (iii) in the case of Loans denominated in Yen ¥250,000,000 or an integral multiple of ¥100,000,000 in excess thereof.

“Mortgages” means the mortgages, deeds of trust or other real estate security documents made or required herein to be made by any Loan Party and each Intercompany Mortgage.

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, covered by Title IV of ERISA and to which the Company, any of its Subsidiaries or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Net Cash Proceeds” means, without duplication, proceeds received by any JD Entity after the Closing Date in cash or Cash Equivalents from any:

(a)  Asset Sale, other than an Asset Sale permitted under Section 8.4(a), (b), (c), (d), (e), (g) or (h) (Sale of Assets), net of (i) the reasonable cash costs of sale, assignment or other disposition, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations) secured by the assets subject to such Asset Sale; provided, however, that evidence of each of (i), (ii) and (iii) above is provided to the Administrative Agent in form and substance reasonably satisfactory to it;

(b)  Property Loss Event, net of (i) the reasonable cash costs of sale, assignment or other disposition, (ii) taxes paid or reasonably estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on Indebtedness (other than the Obligations) secured by the assets subject to such Property Loss Event; provided, however, that evidence of each of (i), (ii) and (iii) above is provided to the Administrative Agent in form and substance reasonably satisfactory to it;

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(c)  Equity Issuance (other than (i) any issuance of common Stock of Holdings occurring in the ordinary course of business to any director, member of the management or employee of Holdings, the Company or the Company’s Subsidiaries and (ii) any issuance of common Stock of Holdings to any Person that is a shareholder of Holdings on the Closing Date), net of brokers’ and advisors’ fees and other costs incurred in connection with such transaction; provided, however, that in the case of this clause (c), evidence of such costs is provided to the Administrative Agent in form and substance reasonably satisfactory to it;

(d)  Debt Issuance other than (i) Indebtedness permitted under clauses (a) through (p) (but not including clause (g)) of Section 8.1(Indebtedness) and (ii) the initial $500,000,000 (or Dollar Equivalent thereof) of Net Cash Proceeds received by the Company from the Debt Issuance permitted under Section 8.1(b) (Indebtedness), in each case net of brokers’ and advisors’ fees and other costs incurred in connection with such transaction; provided, however, that in the case of this clause (d), evidence of such costs is provided to the Administrative Agent in form and substance reasonably satisfactory to it;

(e)  (i)  Debt/Cash Balance Adjustment to the extent the related Indebtedness of the Acquired Business is not repaid using such proceeds, (ii) Working Capital Adjustment to the extent that the aggregate amount of such proceeds exceeds $5,000,000, (iii) Delayed Closing Adjustment or (iv) Acquisition Indemnity Reimbursement, to the extent (a) the related indemnified liabilities and costs are not satisfied or repaid using such proceeds and (b) the aggregate of all proceeds received by Holdings together with each of its Subsidiaries pursuant to all Acquisition Indemnity Reimbursement occurrences, exceeds $5,000,000 (or Dollar Equivalent thereof); or

(f) repayment of any Intercompany Term Note or part thereof.

“Non-Cash Interest Expense” means, with respect to any Person for any period, the sum of the following amounts to the extent included in the calculation of Interest Expense of such Person for such period: (a) the amount of debt discount and debt issuances costs amortized, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Financial Covenant Debt and (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness.

“Non-Consenting Lender” has the meaning specified in Section 11.1(c) (Amendments, Waivers, Etc.).

“Non-Funding Lender” has the meaning specified in Section 2.2(f) (Borrowing Procedures).

“Non-U.S. Lender” means each Lender (or the Administrative Agent) or each Issuer that is not a United States person as defined in Section 7701(a)(30) of the Code.

“Note” means any Revolving Credit Note, Tranche A Note, Tranche B Note or Tranche C Note.

“Notice of Borrowing” has the meaning specified in Section 2.2(a) (Revolving Credit Borrowings).

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“Notice of Conversion or Continuation” has the meaning specified in Section 2.11 (Conversion/Continuation Option).

“Obligations” means the Loans, the Letter of Credit Obligations and all other amounts, obligations, covenants and duties owing by each Borrower to the Administrative Agent, any Lender, any Issuer, any Affiliate of any of them or any Indemnitee, of every type and description (whether by reason of an extension of credit, opening or amendment of a letter of credit or payment of any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap transaction, interest rate hedging transaction or otherwise), present or future, arising under this Agreement or any other Loan Document, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired and whether or not evidenced by any note, guaranty or other instrument or for the payment of money, including all letter of credit, cash management and other fees, interest (including interest which, but for the filing of a petition in bankruptcy with respect to any Borrower, would have accrued on any Obligation, whether or not a claim is allowed against such Borrower for such interest in the related bankruptcy proceeding), charges, expenses, fees, attorneys’ fees and disbursements and other sums chargeable to the Borrowers under this Agreement or any other Loan Document, and all obligations of any Borrower under any Loan Document to provide cash collateral for Letter of Credit Obligations.

“Other Taxes” has the meaning specified in Section 2.16 (Taxes).

“Outstandings” means, at any particular time, the sum of the Dollar Equivalent of (a) the Dollar/Euro Revolving Credit Outstandings at such time, (b) the Yen Revolving Credit Outstandings at such time and (c) the principal amount of the Term Loans outstanding at such time.

“Owned Property” has the meaning specified in Section 4.7 (Real Property).

“Parallel Debt ” means an amount equal to the Secured Obligations and which are due and payable at the same time as the Secured Obligations (as more fully set out in Clause 2.1 of each of the Dutch Collateral Documents).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permit ” means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under an applicable Requirement of Law.

“Permitted Acquisition” means the acquisition by the Company or any of its Subsidiaries of all or substantially all of the assets or Stock of any Person or of any division, branch or other operating unit thereof (the “Target ”), or the merger or amalgamation of the Target with or into the Company or any Subsidiary of the Company (with the Company, in the case of a merger with the Company, being the surviving corporation) subject, in each case, to the satisfaction of each of the following conditions:

(a)  the Administrative Agent shall receive at least 20 days’ written notice prior to the closing of such acquisition, which notice shall include, without limitation, a reasonably detailed description of such acquisition;

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(b)  such acquisition shall be consensual and shall have been approved by the Target’s board of directors and/or shareholders (if required by Requirement of Law or the Constituent Documents of such Target);

(c)  no additional Indebtedness or other material liabilities shall be incurred, assumed or otherwise be reflected on a consolidated balance sheet of the Company and Target after giving effect to such acquisition, except (i) Loans made hereunder, (ii) ordinary course trade payables, accrued expenses and (iii) other Indebtedness permitted under Section 8.1 (Indebtedness);

(d)  all consideration paid in connection with such acquisition (including all transaction costs and all Indebtedness, liabilities and Guaranty Obligations incurred or assumed in connection therewith or otherwise reflected in a consolidated balance sheet of the Company and Target) shall not exceed, together with all other Permitted Acquisitions, an aggregate of (i) the Dollar Equivalent of $50,000,000 in any twelve-month period and (ii) the Dollar Equivalent of $100,000,000 during the term of the Facilities; provided, however, that (x) at any time after the Company has a Leverage Ratio of 3.5:1 or less (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)), the foregoing limits shall be increased to (i) the Dollar Equivalent of $100,000,000 and (ii) the Dollar Equivalent of $250,000,000, respectively; provided further, however, that any such increase (1) shall not occur prior to the second anniversary of the Closing Date and (2) shall be of no further effect at any time that the Company’s Leverage Ratio exceeds 3.5:1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)) and (y) at any time after the Company has a Leverage Ratio of 3.0:1 or less (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)), the foregoing limits shall be eliminated; provided further, however, that any such elimination (1) shall not occur prior to the second anniversary of the Closing Date and (2) shall be of no further effect at any time that the Company’s Leverage Ratio exceeds 3.0:1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements));

(e)  at or prior to the closing of such acquisition (unless such deadline is extended with the consent of the Administrative Agent), the Company (or the Subsidiary making such acquisition) and the Target shall have executed such documents and taken such actions as may be required under Section 7.11 (Additional Collateral and Guaranties);

(f)  concurrently with delivery of the notice referred to in clause (a) above, the Company shall have delivered to the Administrative Agent, in form and substance satisfactory to the Administrative Agent, the financial information, financial analysis, documentation or other information relating to such acquisition as the Company has access to and, promptly upon request by the Administrative Agent, such other financial information, financial analysis, documentation or other information relating to such acquisition as the Administrative Agent shall reasonably request;

(g)  on or prior to the closing of such acquisition (unless such deadline is extended with the consent of the Administrative Agent), the Administrative Agent shall

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have received copies of the acquisition agreement, related Contractual Obligations and instruments, and all lien search results and other documents reasonably requested by the Administrative Agent;

(h)  prior to the closing of such acquisition (unless such deadline is extended with the consent of the Administrative Agent), the Company (or the Subsidiary making such acquisition) shall have retained consultants to conduct tests or assessments of environmental conditions and shall have undertaken such investigations or other actions, in each case consistent with good business practice;

(i)  at the time of the closing of such acquisition and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing, (ii) all representations and warranties contained in Article IV(Representations And Warranties) and in the other Loan Documents shall be true and correct in all material respects (except to the extent such representations and warranties expressly relate to an earlier date), (iii) the Dollar Equivalent of the aggregate Available Credit under the Dollar/Euro Revolving Credit Facility and the Yen Revolving Credit Facility shall not be less than $100,000,000; provided, however, that at any time after the Company has a Leverage Ratio of 3.5:1 or less (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)), this clause (iii) shall no longer be applicable until such time as the Company’s Leverage Ratio exceeds 3.5:1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)) and (iv) the Company shall be in compliance with all financial covenants hereunder for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) on a Pro Forma Basis after giving effect to such acquisition; and

(j)  Notwithstanding the foregoing, an acquisition by the Company or any of its Subsidiaries in respect of which the aggregate consideration paid in connection with such acquisition (including all transaction costs and all Indebtedness, liabilities and Guaranty Obligations incurred or assumed in connection therewith or otherwise reflected in a consolidated balance sheet of the Company and Target) does not exceed the Dollar Equivalent of $10,000,000 shall be a “Permitted Acquisition” whether or not the conditions set forth in clauses (a), (f), (g) or (h) above are satisfied.

“Permitted Intercompany Merger” means (a) a merger or consolidation solely of one or more JD Entities (provided that if one of such JD Entities is a Material Loan Party, the result of such merger or consolidation is that the surviving entity is a Material Loan Party), (b) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any JD Entity, (ii) all or substantially all of the assets of any JD Entity or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any JD Entity, in each case by any Material Loan Party or (c) the acquisition of (i) all or substantially all of the Stock or Stock Equivalents of any JD Entity that is not a Material Loan Party, (ii) all or substantially all of the assets of any JD Entity that is not a Material Loan Party or (iii) all or substantially all of the assets constituting the business of a division, branch or other unit operation of any JD Entity that is not a Material Loan Party, in each case by any JD Entity that is not a Material Loan Party; provided that after giving effect thereto the Borrowers are in compliance with Section 7.11 (Additional Collateral and Guaranties).

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“Permitted Joint Venture” means a Person:

(a)  that is a corporation, limited liability company, joint venture or similar limited liability legal entity hereafter formed or entered into by the Company or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person, which legal entity does not constitute a Subsidiary;

(b)  that is not a strategic alliance formed or entered into by the Company or its Subsidiaries with any other Person for the purposes of joint research, product development, marketing, or other similar purposes that does not create a Person;

(c)  that does not own any Equity Interests in a Loan Party nor at any time itself have been a Loan Party;

(d)  in respect of which all Indebtedness or other obligations (in each case whether contingent or otherwise), including any contractually binding commitment to make future capital contributions, assumed by any JD Entity in respect thereof can be quantified; and

(e)  in respect of which all consideration paid in connection with such acquisition (including all transaction costs and all Indebtedness or other obligations (in each case whether contingent or otherwise), including any contractually binding commitment to make future capital contributions, incurred or assumed in connection therewith does not exceed, together with all other Permitted Joint Ventures, an aggregate of the Dollar Equivalent of $25,000,000; provided, however, that at any time after the Company has a Leverage Ratio of 3.5:1 or less (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)), the foregoing limit shall be increased to (i) the Dollar Equivalent of $25,000,000 for each twelve month period; provided further, however, that any such increase shall be eliminated at any time that the Company’s Leverage Ratio exceeds 3.5:1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)).

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, estate, trust, limited liability company, unincorporated association, joint venture or other entity, or a Governmental Authority.

“Pledge and Security Agreement” means each pledge and/or other security agreement (in the case of the pledge and security agreement executed and delivered by the Domestic Subsidiaries, the Cayman Subsidiary and certain other Material Loan Parties, substantially the form of the agreement attached hereto as Exhibit I (Form of Pledge and Security Agreement)), in each case executed by one or more Borrowers or Guarantors and each Intercompany Pledge and Security Agreement.

“Pledged Notes” means all right, title and interest of any Loan Party in the Instruments (as defined in the UCC) evidencing all Indebtedness owed to such Loan Party.

“Pledged Stock” means the shares of capital stock owned by each Loan Party pledged pursuant to a Collateral Document to, directly or indirectly, secure the Secured Obligations.

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“Post Closing Reorganization” means a merger, amalgamation, asset transfer, business transfer or other transaction consummated solely between one or more JD Entities after the Closing Date and in connection with the Acquisition.

“Pro Forma Basis” means, with respect to any determination for any period, that such determination shall be made giving pro forma effect to each acquisition, investment in a joint venture and sale (or other disposition) of a Person, business or asset consummated during such period, together with all transactions relating thereto consummated during such period (including any incurrence, assumption, refinancing or repayment of Indebtedness), as if such acquisition, investment, sale (or other disposition) and related transactions had been consummated on the first day of such period, in each case based on historical results accounted for in accordance with GAAP and, to the extent applicable, reasonable assumptions that are specified in reasonable detail in the relevant Compliance Certificate or other certificate furnished to the Administrative Agent or Lender in connection with the terms of this Agreement in accordance with Regulation S-X under the Securities Act of 1933, as amended.

“Process Agent” has the meaning specified in Section 11.12 (Submission to Jurisdiction; Service of Process).

“Projections” means those financial projections included in the confidential information memoranda and related material prepared in connection with the syndication of the Facilities and provided to the Lenders on February 21, 2002, covering the Fiscal Years ending in 2001 through 2008, inclusive, delivered to the Lenders by the Company and the financial projections dated March     , 2002 relating to EBITDA and Indebtedness of the Company and its Subsidiaries for each Fiscal Quarter ending during the period from the Closing Date to the end of 2004.

“Property Loss Event ” means (a) any loss of or damage to property of Holdings or any of its Subsidiaries that results in the receipt by such Person of proceeds of insurance in excess of the Dollar Equivalent of $5,000,000 (individually or in the aggregate for all such losses and damages) or (b) any taking of property of Holdings or any of its Subsidiaries that results in the receipt by such Person of a compensation payment in respect thereof in excess of the Dollar Equivalent of $5,000,000 (individually or in the aggregate for all such takings).

“Proposed Change” has the meaning specified in Section 11.1 (c) (Amendments, Waivers, Etc.).

“Public Equity Offering” means an underwritten primary public offering of the Common Stock of Holdings or the Company pursuant to an effective registration statement under the Securities Act of 1933.

“Public Market ” means any time at which (i) a Public Equity Offering has been consummated and (ii) at least 15% of the total issued and outstanding Common Stock of Holdings or the Company, as applicable, immediately prior to the consummation of such Public Equity Offering has been distributed by means of an effective registration statement under the Securities Act of 1933.

“Purchasing Lender” has the meaning specified in Section 11.7 (Sharing of Payments, Etc.).

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“Ratable Portion” or “ratably” means, with respect to any Lender,

(a)  with respect to the Dollar/Euro Revolving Credit Facility, the percentageobtained by dividing (i) the Dollar/Euro Revolving Credit Commitment of such Lender by (ii) the aggregate Dollar/Euro Revolving Credit Commitments of all Lenders (or, at any time after the Revolving Credit Termination Date, the percentage obtained by dividing the Dollar/Euro Revolving Credit Outstandings owing to such Lender by the Dollar/Euro Revolving Credit Outstandings owing to all Lenders);

(b)  with respect to the Yen Revolving Credit Facility, the percentage obtained by dividing (i) the Yen Revolving Credit Commitment of such Lender by (ii) the aggregate Yen Revolving Credit Commitments of all Lenders (or, at any time after the Revolving Credit Termination Date, the percentage obtained by dividing the Yen Revolving Credit Outstandings owing to such Lender by the Yen Revolving Credit Outstandings owing to all Lenders);

(c)  with respect to the Tranche A Loans, the percentage obtained by dividing (i) the Tranche A Commitments of such Lender by (ii) the aggregate Tranche A Commitments of all Lenders (or, at any time after the Closing Date, the percentage obtained by dividing the aggregate principal amount of such Lender’s Tranche A Loans by the aggregate principal amount of the Tranche A Loans of all Lenders);

(d)  with respect to the Tranche B Dollar Loans, the percentage obtained by dividing (i) the Tranche B Dollar Commitments of such Lender by (ii) the aggregate Tranche B Dollar Commitments of all Lenders (or, at any time after the Closing Date, the percentage obtained by dividing the aggregate principal amount of such Lender’s Tranche B Dollar Loans by the aggregate principal amount of the Tranche B Dollar Loans of all Lenders);

(e)  with respect to the Tranche C Loans, the percentage obtained by dividing (i) the Tranche C Commitments of such Lender by (ii) the aggregate Tranche C Commitments of all Lenders (or, at any time after the Closing Date, the percentage obtained by dividing the aggregate principal amount of such Lender’s Tranche C Loans by the aggregate principal amount of the Tranche C Loans of all Lenders);

“Receivable” means the indebtedness and other obligations owed to any JD Entity (at the time it arises, and before giving effect to any transfer or conveyance contemplated under any Securitization Facility documentation) or in which any JD Entity has a security interest or other interest, including any indebtedness, obligation or interest constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by such JD Entity, and further includes, the obligation to pay any finance charges with respect thereto. Indebtedness and other rights and obligations arising

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from any one transaction, including indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a “Receivable” regardless of whether the account debtor or the applicable Securitization Subsidiary treats such indebtedness, rights or obligations as a separate payment obligation.

“Related Security” means, with respect to any Receivable all of the applicable Securitization Subsidiary’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the financing or lease of which by the applicable JD Entity gave rise to such Receivable, and all insurance contracts with respect thereto, all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the contract related to such Receivable or otherwise, all service contracts and other contracts and agreements associated with such Receivable, all records related to such Receivable, all of the applicable Securitization Subsidiaries’ right, title and interest in, to and under the applicable Securitization Facility documentation.

“Register” has the meaning specified in Section 11.2(c) (Assignments and Participations).

“Reimbursement Date” has the meaning specified in Section 2.4(h) (Letters of Credit).

“Reimbursement Obligations” means, with respect to either Revolving Credit Facility all matured and unpaid reimbursement or repayment obligations of the applicable Borrower to any Issuer with respect to amounts drawn under Letters of Credit issued under such Revolving Credit Facility.

“Reinvestment Deferred Amount” means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any JD Entity in connection therewith that are not initially applied to prepay the Loans pursuant to Section 2.9 (Mandatory Prepayments) as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” means any Asset Sale or Property Loss Event in respect of which a Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice” means a written notice executed by a Responsible Officer of a Borrower stating that no Default or Event of Default has occurred and is continuing and that a Borrower (directly or indirectly through one of its Subsidiaries) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Property Loss Event to acquire replacement assets useful in its or one of its Subsidiaries’ businesses or, in the case of a Property Loss Event, to effect repairs.

“Reinvestment Prepayment Amount” means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended or required

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to be expended pursuant to a Contractual Obligation entered into prior to the relevant Reinvestment Prepayment Date to acquire replacement assets useful in the Company’s business or, in the case of a Property Loss Event, to effect repairs.

“Reinvestment Prepayment Date” means, with respect to any Reinvestment Event, the earlier of (a) the date occurring 270 days after the receipt of Net Cash Proceeds from such Reinvestment Event and (b) the date that is five Business Days after the date on which a Borrower shall have notified the Administrative Agent of such Borrower’s determination not to acquire replacement assets useful in the Company’s or a Subsidiary’s business (or, in the case of a Property Loss Event, not to effect repairs) with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Documents” means the Acquisition Agreement, the Senior Subordinated Debt Documents, the Seller Note Documents, the Stockholders Agreement, the Sales Agency Agreement, the Ancillary Agreements (as defined in the Acquisition Agreement) and each other material document and instrument executed with respect thereto.

“Related Obligations” has the meaning specified in Section 10.8 (Collateral Matters Relating to Related Obligations).

“Release” means, with respect to any Person, any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any Contaminant into the Environment or into or out of any property owned by such Person, including the movement of Contaminants through or in the air, soil, surface water, ground water or property.

“Remedial Action” means all actions required under Environmental Laws to (a) clean up, remove, treat or in any other way address any Release, (b) prevent the Release or threat of Release or minimize the further Release so that a Contaminant does not migrate or endanger or threaten to endanger the Environment or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Requirement of Law” means, with respect to any Person, the common law and all federal, state, local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Requisite Lenders” means, collectively, Lenders having more than fifty percent (50%) of the sum of the Dollar Equivalent of (a) the aggregate outstanding amount of the Dollar/Euro Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Dollar/Euro Revolving Credit Outstandings, (b) the aggregate outstanding amount of the Yen Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Yen Revolving Credit Outstandings, (c) the aggregate outstanding amount of the Tranche A Commitments or, after the Closing Date, the aggregate principal amount of all Tranche A Loans then outstanding, (d) the aggregate outstanding amount of the Tranche B Commitments or, after the Closing Date, the aggregate principal amount of all Tranche B Loans then outstanding and (e) the aggregate outstanding amount of the Tranche C Commitments or, after the Closing Date, the aggregate principal amount of all Tranche C Loans then outstanding . A Non-Funding Lender shall not be included in the calculation of “Requisite Lenders.”

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“Requisite Revolving Credit Lenders” means, collectively, Lenders having more than fifty percent (50%) of the sum of the Dollar Equivalent of (a) the aggregate outstanding amount of the Dollar/Euro Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Dollar/Euro Revolving Credit Outstandings and (b) the aggregate outstanding amount of the Yen Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Yen Revolving Credit Outstandings. A Non-Funding Lender shall not be included in the calculation of “Requisite Revolving Credit Lenders.”

“Requisite Tranche A Lenders” means Tranche A Lenders having more than (a) fifty percent (50%) of the aggregate outstanding amount of the Tranche A Commitments or (b) after the Closing Date, fifty percent (50%) of the aggregate principal amount of all Tranche A Loans then outstanding.

“Requisite Tranche B Dollar Lenders” means Tranche B Dollar Lenders having more than (a) fifty percent (50%) of the aggregate outstanding amount of the Tranche B Dollar Commitments or, (b) after the Closing Date, fifty percent (50%) of the aggregate principal amount of all Tranche B Dollar Loans then outstanding.

“Requisite Tranche B Euro Lenders” means Tranche B Euro Lenders having more than (a) fifty percent (50%) of the Dollar Equivalent of the aggregate outstanding amount of the Tranche B Euro Commitments or, after the Closing Date, fifty percent (50%) of the Dollar Equivalent of the aggregate principal amount of all Tranche B Euro Loans then outstanding.

“Requisite Tranche C Lenders” means Tranche C Lenders having more than (a) fifty percent (50%) of the aggregate outstanding amount of the Tranche C Commitments or, (b) after the Closing Date, fifty percent (50%) of the aggregate principal amount of all Tranche C Loans then outstanding.

“Reserve for Exit Costs” means that portion of the one time reserve for exit costs (established in conformity with the U.S. GAAP on the Closing Date) in excess of $40,000,000.

“Responsible Officer” means, with respect to any Person, any of the principal executive officers, managing members or general partners of such Person but, in any event, with respect to financial matters, the chief financial officer, treasurer or controller of such Person.

“Restricted Payment” means (a) any dividend, distribution or any other payment whether direct or indirect, on account of any Stock or Stock Equivalents of the Company or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in Stock or Stock Equivalents or a dividend or distribution payable solely to any Borrower or one or more Subsidiary Guarantors, and (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of the Company or any of its Subsidiaries now or hereafter outstanding other than one payable solely to any Borrower or one or more Subsidiary Guarantors.

“Restructuring Cash Expenditures” means:

(a)  with respect to the Financial Covenant Period ending on or about September 30, 2002 (the “First Financial Covenant Period ”), 42% of the actual cash payments made in respect of Adjusted Restructuring Charges during such period;

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(b)  with respect to the Financial Covenant Period ending on or about December 30, 2002, the sum of (i) 67% of the actual cash payments made in respect of Adjusted Restructuring Charges during the First Financial Covenant Period plus (ii) 25% of the of the actual cash payments made in respect of Adjusted Restructuring Charges during the Fiscal Quarter then ending;

(c)  with respect to the Financial Covenant Period ending on or about March 31, 2003, the sum of (i) 92% of the actual cash payments made in respect of Adjusted Restructuring Charges during the First Financial Covenant Period plus (ii) 50% of the of the actual cash payments made in respect of Adjusted Restructuring Charges during the Fiscal Quarter ending December 30, 2002 plus (iii) 25% of the actual cash payments made in respect of Adjusted Restructuring Charges during the Fiscal Quarter then ending;

(d)  with respect to each Financial Covenant Period ending on or about June 30, 2003, September 30, 2003 and December 31, 2003, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first Fiscal Quarter in such period, plus (ii) 75% of the actual cash payments made in respect of Adjusted Restructuring Charges during the second Fiscal Quarter in such period, plus (iii) 50% of the actual cash payments made in respect of Adjusted Restructuring Charges during the third Fiscal Quarter in such period, plus (iv) 25% of the actual cash payments made in respect of Adjusted Restructuring Charges during the Fiscal Quarter then ending;

(e)  with respect to the Financial Covenant Period ending on or about March 31, 2004, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first Fiscal Quarter in such period, plus (ii) 75% of the actual cash payments made in respect of Adjusted Restructuring Charges during the second Fiscal Quarter in such period, plus (iii) 50% of the actual cash payments made in respect of Adjusted Restructuring Charges during the third Fiscal Quarter in such period, plus (iv) 100% of the actual cash payments made in respect of Restructuring Charges during the Fiscal Quarter then ending;

(f)  with respect to the Financial Covenant Period ending on or about June 30, 2004, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first Fiscal Quarter in such period, plus (ii) 75% of the actual cash payments made in respect of Adjusted Restructuring Charges during the second Fiscal Quarter in such period, plus (iii) 100% of the actual cash payments made in respect of Restructuring Charges during the third Fiscal Quarter in such period and the Fiscal Quarter then ending;

(g)  with respect to the Financial Covenant Period ending on or about September 30, 2004, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first Fiscal Quarter in such period, plus (ii) 100% of the actual cash payments made in respect of Restructuring Charges during each other Fiscal Quarter in such period;

(h)  with respect to each Financial Covenant Period ending on or about December 30, 2004 or thereafter, the cash payments made in respect of Restructuring Charges during the Financial Covenant Period then ending.

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“Restructuring Charges” means the sum of (a) restructuring charges (as determined in conformity with GAAP), plus (b) Integration Charges, plus (c) Reserve for Exit Costs.

“Revolving Credit Borrowing” means any Dollar/Euro Revolving Credit Borrowing or any Yen Revolving Credit Borrowing.

“Revolving Credit Commitments” means the Dollar/Euro Revolving Credit Commitments and the Yen Revolving Credit Commitments.

“Revolving Credit Euro Sublimit” means E170,000,000.

“Revolving Credit Facilities” means the Dollar/Euro Revolving Credit Facility and the Yen Revolving Credit Facility.

“Revolving Credit Lender” means each Lender having a Dollar/Euro Revolving Credit Commitment or a Yen Revolving Credit Commitment.

“Revolving Credit Note” means a promissory note of any Borrower payable to the order of any Revolving Credit Lender in a principal amount equal to the amount of such Lender’s Dollar/Euro Revolving Credit Commitment or Yen Revolving Credit Commitment, as the case may be, evidencing the aggregate Indebtedness of such Borrower to such Lender resulting from the Revolving Loans (and, if such Lender is also a Swing Loan Lender, Swing Loans) owing to such Lender.

“Revolving Credit Termination Date” shall mean the earliest of (a) the Scheduled Termination Date, (b) the date of termination of the Revolving Credit Commitments pursuant to Section 2.5 (Reduction and Termination of the Revolving Credit Commitments) or Section 9.2 (Remedies) and (c) the date on which the Obligations become due and payable pursuant to Section 9.2 (Remedies).

“Revolving Loans” means the Dollar/Euro Revolving Loans and the Yen Revolving Loans.

“Sales Agency Agreement ” means the Master Sales Agency Agreement dated as of May 3, 2002 entered into by the Company, Unilever N.V. and Unilever PLC.

“Scheduled Termination Date” means May 3, 2008.

“Screen” means, with respect to Dollars, Dow Jones Markets Telerate Page 3750, with respect to Euros, the Dow Jones Markets Telerate Page 248 and, with respect to Yen, the Reuter Monitor “ZTIBOR”.

“Securities Account ” has the meaning specified in the UCC.

“Secured Obligations” means, (a) in the case of each Borrower, the Obligations of such Borrower, (b) in the case of each Loan Party, (i) the obligations of such Loan Party under each Guaranty and the other Loan Documents to which it is a party, (ii) the obligations of such Loan Party under any Hedging Contract entered into with any Lender or any Affiliate thereof after the date hereof in connection herewith, and (iii) any Cash Management Obligations and (c)

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in the case of the Company and solely for the purposes of Collateral with the holders thereof, the Joint Liabilities.

“Secured Parties” means the Lenders, the Issuers, the Administrative Agent and any other holder of any Secured Obligation.

“ Securitization Assets” means all existing or hereafter acquired or arising (i) Receivables of the Company or any of its Subsidiaries that are sold, assigned or otherwise transferred pursuant to a Securitization Facility, (ii) the Related Security with respect to the Receivables referred to in clause (i) above, (iii) the collections and proceeds of the Receivables and Related Security referred to in clauses (i) and (ii) above, (iv) all lockboxes, lockbox accounts, collection accounts or other deposit accounts into which such collections are deposited and which have been specifically identified and consented to by the Administrative Agent, and (v) all other rights and payments which relate solely to such Receivables.

“Securitization Facility” means each transaction or series of related transactions that effect the securitization of accounts, payment intangibles or other cash flow streams of a Person other than the Italian Factoring Facility.

“Securitization Intercreditor Agreement” means the intercreditor agreement dated as of May 3, 2002 and entered into by the Company, Johnson Polymer, Inc., U S Chemical Corporation, JWPR Corporation, Bank One, NA (Main Office Chicago), as receivables agent, each of the Purchasers party thereto and the Administrative Agent.

“Securitization Subsidiary” means JWPR Corporation, a Nevada corporation or any other special purpose financial subsidiary established by the Company for the sole purpose of consummating one or more Securitization Facilities and in respect of which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such Securitization Subsidiary’s financial condition or cause such Securitization Subsidiary to achieve specified levels of operating results.

“Security” means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, note or other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated, or any certificate of interest, share or participation in, or any temporary or interim certificate for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the Obligations.

“Seller” means Conopco, Inc., a New York corporation.

“Seller Notes” means the senior discount notes due 2013 issued by Holdings to a member of Unilever Group in partial consideration for the Acquisition, including any such notes issued in respect of “special interest ” under the indenture relating to such senior discount notes. The “special interest ” notes (if any) would represent interest that would accrue on the aggregate accreted amount of the Seller Notes in the event Holdings fails to comply with its registration obligations under the Seller Note Documents.

“Seller Note Documents” means the Seller Notes, the related note indenture, and the related registration rights agreements.

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“Selling Lender” has the meaning specified in Section 11.7 (Sharing of Payments, Etc.).

“Senior Subordinated Debt Documents” means the Senior Subordinated Note Indentures, the Senior Subordinated Notes and all documents entered into in connection therewith.

“Senior Subordinated Note Indenture” means each of (i) the Indenture, dated as of May 3, 2002, between the Company, the subsidiary guarantors party thereto and the Bank of New York, as Trustee governing the Senior Subordinated Notes denominated in Dollars and (ii) the Indenture, dated as of May 3, 2002, between the Company, the subsidiary guarantors party thereto and the Bank of New York, as Trustee governing the Senior Subordinated Notes denominated in Euros.

“Senior Subordinated Notes” means the 9.625% Senior Subordinated Notes due 2012 issued by the Company and governed by the terms of the Senior Subordinated Note Indenture in a maximum aggregate amount of $300,000,000 and the 9.625% Senior Subordinated Notes due 2012 issued by the Company and governed by the terms of the Senior Subordinated Note Indenture in a maximum aggregate amount of E225,000,000.

“Shareholder Equity Investment” means the equity contribution by Commercial Markets Holdco Inc. to Holdings of shares of the capital stock of the Company owned by Commercial Markets Holdco Inc. and cash in an aggregate amount not less than the Dollar Equivalent of $25,000,000 in exchange for the issuance to Commercial Markets Holdco Inc. of all of the Class A common stock of Holdings.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as that Regulation is in effect on the date hereof.

“Solvent ” means, (a) with respect to any Person incorporated in the United States, that the value of the assets of such Person (both at fair value and present fair saleable value) is, on the date of determination, greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person as of such date and that, as of such date, such Person is able to pay all liabilities of such Person as such liabilities mature and does not have unreasonably small capital and (b) with respect to any Person not incorporated within the United States, the concept of solvency as determined by the applicable local Requirements of Law. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Purpose Vehicle” means any special purpose funding vehicle used by any Lender to fund the Loans hereunder and identified as such in writing by such Lender to the Administrative Agent.

“Standby Letter of Credit” means any Letter of Credit that is not a Documentary Letter of Credit.

“Stock” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other

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equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

“Stockholders Agreement ” means the Stockholders’ Agreement dated as of May 3, 2002 (as amended, restated, supplemented or modified from time to time), among Holdings, Commercial Markets Holdco, Inc., a Wisconsin corporation, and Marga B.V., a company organized under the laws of the Netherlands.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other business entity of which an aggregate of more than 50% of the outstanding Voting Stock is, at the time, directly or indirectly, owned or controlled by such Person or one or more Subsidiaries of such Person.

“Subsidiary Guarantor” means each Domestic Subsidiary (other than Nex Gen Floor Care Solutions Company LLC, a Delaware limited liability company and any Securitization Subsidiary), each Finance Subsidiary, each Material Subsidiary and each other Subsidiary of the Company (other than Shanghai Johnson Professional Chemical Ltd., a company organized under the laws of China) party to or that becomes party to a Guaranty.

“Super Majority Lenders” means, collectively, (a) Lenders having more than sixty-six and two thirds percent (66-2/3%) of the sum of the Dollar Equivalent of the aggregate outstanding amount of the Dollar/Euro Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Dollar/Euro Revolving Credit Outstandings, (b) the Lenders having more than sixty-six and two thirds percent (66-2/3%) of the sum of the Dollar Equivalent of the aggregate outstanding amount of the Yen Revolving Credit Commitments or, after the Revolving Credit Termination Date, the Yen Revolving Credit Outstandings, (c) the Lenders having more than sixty-six and two thirds percent (66-2/3%) of the sum of the Dollar Equivalent of the aggregate outstanding amount of the Tranche A Commitments or, after the Closing Date, the aggregate principal amount of all Tranche A Loans then outstanding, (d) the Lenders having more than sixty-six and two thirds percent (66-2/3%) of the sum of the Dollar Equivalent of the aggregate outstanding amount of the Tranche B Commitments or, after the Closing Date, the aggregate principal amount of all Tranche B Loans then outstanding and (e) the Lenders having more than sixty-six and two thirds percent (66-2/3%) of the sum of the Dollar Equivalent of the aggregate outstanding amount of the Tranche C Commitments or, after the Closing Date, the aggregate principal amount of all Tranche C Loans then outstanding . A Non-Funding Lender shall not be included in the calculation of “Super Majority Lenders.”

“Swing Loan” has the meaning specified in Section 2.3(a) (Swing Loans).

“Swing Loan Borrowing” means a Borrowing consisting of a Swing Loan.

“Swing Loan Allocation” means (a) in the case of GE Capital, $20,000,000, (b) in the case of ABN Amro, $10,000,000, and (c) in the case of each other Swing Loan Lender, an amount to be agreed by such Lender, the Company and the Administrative Agent at the time such Lender agrees to act as a Swing Lender, if any.

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“Swing Loan Lender” means GE Capital, ABN Amro and/or any other Lender that, with the approval of the Administrative Agent and the Company, agrees to act as a Swing Loan Lender hereunder.

“Swing Loan Request” has the meaning specified in Section 2.3(b) (Swing Loans).

“Syndication Agent ” has the meaning specified in the preamble to this Agreement.

“Syndication Completion Date” means the earlier to occur of (a) June 30, 2002 and (b) the date upon which the Agents determine in their joint discretion that the primary syndication of the Loans and Revolving Credit Commitments has been completed.

“Tax Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person, and (b) any Affiliate of such Person with which such Person files consolidated, combined or unitary tax returns.

“Tax Return” has the meaning specified in Section 4.6(a) (Taxes).

“Taxes” has the meaning specified in Section 2.16(b) (Taxes).

“Term Loans” means Tranche A Loans, Tranche B Loans and Tranche C Loans.

“Title IV Plan” means a pension plan, other than a Multiemployer Plan, covered by Title IV of ERISA and to which Holdings any of its Subsidiaries or any ERISA Affiliate has any obligation or liability (contingent or otherwise).

“Tranche A Borrowing” means Tranche A Loans made on the same day by the Tranche A Lenders ratably according to their respective Tranche A Commitments.

“Tranche A Commitments” means, with respect to each Tranche A Lender, the commitment of such Lender to make Tranche A Loans to the Company in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption “Tranche A Commitment ” as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Tranche A Commitments on the Closing Date shall be $220,250,000.

“Tranche A Facility” means the Tranche A Commitments and the provisions herein related to the Tranche A Loans.

“Tranche A Lender” means each Lender having a Tranche A Commitment.

“Tranche A Loan” has the meaning specified in Section 2.1(b) (Tranche A Term Loan Commitments).

“Tranche A Maturity Date” means May 3, 2008.

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“Tranche A Note” means a promissory note of the Company payable to the order of any Tranche A Lender in a principal amount equal to the amount of such Lender’s Tranche A Commitment evidencing the Indebtedness of the Company to such Lender resulting from the Tranche A Loans owing to such Lender.

“Tranche B Borrowing” means Tranche B Loans made on the same day by the Tranche B Lenders ratably according to their respective Tranche B Commitments.

“Tranche B Commitments” means the Tranche B Dollar Commitments and the Tranche B Euro Commitments.

“Tranche B Dollar Commitment” means, with respect to each Tranche B Dollar Lender, the commitment of such Lender to make Tranche B Dollar Loans to the Company in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption “Tranche B Dollar Commitment” as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Tranche B Dollar Commitments on the Closing Date shall be $450,000,000.

“Tranche B Dollar Lender” means each Lender having a Tranche B Dollar Commitment.

“Tranche B Dollar Loan” the meaning specified in Section 2.1(c) (Tranche B Term Loan Commitments).

“Tranche B Euro Borrowing” means Tranche B Euro Loans made on the same day by the Tranche B Euro Lenders ratably according to their respective Tranche B Euro Commitments.

“Tranche B Euro Commitment ” means, with respect to each Tranche B Euro Lender, the commitment of such Lender to make Tranche B Euro Loans to the Company and the Euro Borrower in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption “Tranche B Euro Commitment ” as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Tranche B Euro Commitments on the Closing Date shall be E221,878,000.00.

“Tranche B Euro Lender” means each Lender having a Tranche B Euro Commitment.

“Tranche B Euro Loan” the meaning specified in Section 2.1(c) (Tranche B Term Loan Commitments).

“Tranche B Facilities” means the Tranche B Dollar Commitments, the Tranche B Euro Commitments and the provisions herein related to the Tranche B Loans.

“Tranche B Lender” means each Lender having a Tranche B Dollar Commitment or a Tranche B Euro Commitment.

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“Tranche B Loan” means each Tranche B Dollar Loan or each Tranche B Euro Loan.

“Tranche B Maturity Date” means November 3, 2009.

“Tranche B Note” means a promissory note of the Company or the Euro Borrower payable to the order of any Tranche B Lender in a principal amount equal to the Loans made by such Lender to the Company or the Euro Borrower and evidencing the Indebtedness of the Company or the Euro Borrower, as the case may be, to such Lender resulting from the Tranche B Loans owing to such Lender.

“Tranche C Borrowing” means Tranche C Loans made on the same day by the Tranche C Lenders ratably according to their respective Tranche C Commitments.

“Tranche C Commitments” means, with respect to each Tranche C Lender, the commitment of such Lender to make Tranche C Loans to the Canadian Borrower in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption “Tranche C Commitment ” as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement. The aggregate principal amount of all Tranche C Commitments on the Closing Date shall be $29,750,000.

“Tranche C Facility” means the Tranche C Commitments and the provisions herein related to the Tranche C Loans.

“Tranche C Lender” means each Lender having a Tranche C Commitment and which, whether directly or through an Affiliate of such Lender, can make Loans to the Canadian Borrower and the interest payments with respect to which can be made free of Canadian withholding taxes and that is designated from time to time by the Administrative Agent and the Company, with the consent of such Lender, as a Tranche C Lender.

“Tranche C Loan” has the meaning specified in Section 2.1(d) (Tranche A Term Loan Commitments).

“Tranche C Maturity Date” means May 3, 2008.

“Tranche C Note” means a promissory note of the Canadian Borrower payable to the order of any Tranche C Lender in a principal amount equal to the amount of such Lender’s Tranche C Commitment evidencing the Indebtedness of the Canadian Borrower to such Lender resulting from the Tranche C Loans owing to such Lender.

“Transactions” means the transactions contemplated in connection with the consummation of the Shareholder Equity Investment, the making of the Unilever Subscription Payment, the closing of the Facilities, the issuance of the Senior Subordinated Notes, the issuance of the Seller Notes, the consummation of the Acquisition and the consummation of the other transactions contemplated thereby.

“UCC” has the meaning specified in the applicable Pledge and Security Agreement.

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“Unfunded Pension Liability” means, with respect to the Company or any of its Subsidiaries at any time, the sum of (a) the amount, if any, by which the present value of all accrued benefits under each Title IV Plan (other than any Title IV Plan subject to Section 4063 of ERISA) exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits in accordance with Title IV of ERISA, as determined for the most recent valuation date for such Title IV Plan using the actuarial assumptions in effect under such Title IV Plan as set forth in such report, (b) the aggregate amount of withdrawal liability that could be assessed under Section 4063 with respect to each Title IV Plan subject to such section, separately calculated for each such Title IV Plan for its most recent valuation date, (c) for a period of five years following a transaction reasonably likely to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could be imposed on the Company, any of its Subsidiaries or any ERISA Affiliate under Section 4069 of ERISA as a result of a plan termination occurrence within such five-year period following the transaction, and (d) with respect to each Foreign Plan, the amount, if any, by which the present value of all benefit obligations under such plan exceed the fair market value of assets attributable to such plan (determined for the most recent valuation date for such plan using the actuarial assumptions in effect for such plan set forth in the actuarial valuation report)

“Unilever Group” means Unilever N.V., Unilever PLC and their respective Affiliates.

“Unilever Subscription Payment ” means the cash subscription payment to Holdings in exchange for the issuance to Unilever Group of all of the Class B common stock of Holdings.

“Unused Commitment Fee” has the meaning specified in Section 2.12(a) (Unused Commitment Fee).

“Voting Stock” means Stock of any Person having ordinary power to vote in the election of members of the board of directors, managers, trustees or other controlling Persons, of such Person (irrespective of whether, at the time, Stock of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency).

“Waxdale Leases” means, collectively, the Real Estate and Equipment Lease Agreement dated as of July 3, 1999, between Johnson Consumer and the Company (for portions of Buildings 59 and 63 at Johnson Consumer’s Waxdale facilities), the Lease Agreement dated as of July 3, 1999, between Johnson Consumer and the Company (for a portion of Building 65 at Johnson Consumer’s Waxdale facilities), the Lease Agreement dated as of July 3, 1999, between Johnson Consumer and Johnson Polymer, Inc. (for Buildings 52, 53, 54, 66, 66A, 70, 71 and 72 and the Nitrogen Building at Johnson Consumer’s Waxdale facilities) and the Lease Agreement dated as of July 3, 1999, between Johnson Consumer and Johnson Polymer, Inc. (for portions of Buildings 50, 57 and 59 at Johnson Consumer’s Waxdale facilities), each as amended by the Omnibus Lease Amendment dated as of November 9, 2001, by and between Johnson Consumer, the Company and Johnson Polymer, Inc.

“Whitmire Sale” means the sale of substantially all of the assets or all of the shares of Whitmire Micro-Gen Research Laboratories, a Delaware corporation and a Wholly Owned Subsidiary of the Company.

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“Wholly Owned Subsidiary” means any Subsidiary of the Company, all of the Stock of which (other than director’s qualifying shares or such other de minimus portion thereof to the extent required by law) is owned by the Company, either directly or indirectly through one or more Wholly Owned Subsidiaries.

“Withdrawal Liability” means, with respect to the Company or any of its Subsidiaries at any time, the aggregate liability incurred (whether or not assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of ERISA.

“Working Capital” means Consolidated Current Assets of the Company minus all liabilities of the Company and its Subsidiaries classified as current liabilities on a consolidated balance sheet of the Company prepared in conformity with GAAP, but excluding the principal amount of any current portion of long-term Financial Covenant Debt and (without duplication) the then outstanding principal amount of the Loans.

“Working Capital Adjustment ” means any cash adjustment, reimbursement or other amount received by any JD Entity from the Seller after the Closing Date pursuant to Section 3.6(c) or (d) of the Acquisition Agreement in the event that either (a) the DiverseyLever Base Working Capital Amount exceeds the Final DiverseyLever Closing Working Capital Amount by more than the Dollar Equivalent of $1,000,000 or (b) the Final CMI Closing Working Capital Amount exceeds the CMI Base Working Capital Amount by more than the Dollar Equivalent of $1,000,000. For purposes of the foregoing definition, capitalized terms used in the foregoing definition that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Acquisition Agreement.

“Yen” and the sign “¥” each mean the lawful money of Japan.

“Yen Issuer” means each Yen Revolving Credit Lender or Affiliate of a Yen Revolving Credit Lender that (a) is listed on the signature pages hereof as a “Yen Issuer” or (b) hereafter becomes a Yen Issuer with the approval of the Administrative Agent and the Borrowers by agreeing pursuant to an agreement with and in form and substance satisfactory to the Administrative Agent and the Borrowers to be bound by the terms hereof applicable to Yen Issuers.

“Yen Lending Office” means with respect to any Yen Revolving Credit Lender, the office of such Lender specified as its “Yen Lending Office” opposite its name on Schedule II (Applicable Lending Office and Addresses for Notices) or on the Assignment and Acceptance by which it became a Yen Revolving Credit Lender or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent.

“Yen Revolving Credit Borrowing” means Yen Revolving Loans made on the same day by the Yen Revolving Credit Lenders ratably according to their respective Yen Revolving Credit Commitments.

“Yen Revolving Credit Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Lender to make Yen Revolving Loans to the Japanese Borrower and acquire interests in other Yen Revolving Credit Outstandings in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule I (Commitments) under the caption “Yen Revolving Credit Commitment,” as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be

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reduced pursuant to this Agreement. The aggregate principal amount of all Yen Revolving Credit Commitments on the Closing Date shall be ¥11,526,300,000.00.

“Yen Revolving Credit Facility” means the Yen Revolving Credit Commitments and the provisions herein related to the Yen Revolving Loans, and Letters of Credit denominated in Yen.

“Yen Revolving Credit Lender” means each Lender having a Yen Revolving Credit Commitment and which, whether directly or through an Affiliate of such Lender, can make Loans to the Japanese Borrower and the interest payments with respect to which can be made free of Japanese withholding taxes and that is designated from time to time by the Administrative Agent and the Company, with the consent of such Lender, as a Yen Revolving Credit Lender.

“Yen Revolving Credit Outstandings” means, at any particular time, the sum of (a) the principal amount of the Yen Revolving Loans outstanding at such time and (b) the Letter of Credit Obligations of the Japanese Borrower outstanding at such time.

“Yen Revolving Loan” has the meaning specified in Section 2.1(a) (Revolving Credit Commitments).

“Yen Unused Commitment Fee” has the meaning specified in Section 2.12(a) (Fees).

SECTION 1.2   Computation of Time Periods

In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and the word “through” means “to and including.”

SECTION 1.3   Accounting Terms and Principles

(a)  Except as set forth below, all accounting terms not specifically defined herein shall be construed in conformity with GAAP as in effect in the United States of America and all accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in conformity with such GAAP.

(b)  If any change in the accounting principles used in the preparation of the most recent Financial Statements referred to in Section 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by any JD Entity with the agreement of the Company’s Accountants and results in a change in any of the calculations required by Article V (Financial Covenants) or VIII (Negative Covenants) had such accounting change not occurred, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Borrowers shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article V (Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended to reflect such changes in GAAP.

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(c)  For purposes of making any of the financial covenant calculations required by this Agreement:

(i)  all components of such calculations (other than Capital Expenditures) shall include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of such fiscal period and prior to the end of such period, as determined in good faith by the Company on a Pro Forma Basis;

(ii)  Financial Covenant Debt denominated in any currency other than Dollars shall be translated into Dollars using the average of the foreign exchange rates quoted on each day during the Fiscal Quarter then ending by the source used by the Company to translate items appearing in its statement of income during such Fiscal Quarter.

(d)  In addition to the foregoing clause (c), for purposes of making any of the Leverage Ratio calculations required by the definitions of “Permitted Acquisition” or “Permitted Joint Venture”, all components of such calculations shall include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries after the last day of the most recent Financial Covenant Period and including the proposed “Permitted Acquisition” or “Permitted Joint Venture”, as the case may be, as determined in good faith by the Company on a Pro Forma Basis.

SECTION 1.4   Certain Terms

(a)  The terms “herein,” “hereof” and “hereunder” and similar terms refer to this Agreement as a whole, and not to any particular Article, Section, subsection or clause in, this Agreement.

(b)  Unless otherwise expressly indicated herein, (i) references in this Agreement to an Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or Schedule to, or Article, Section, clause or sub-clause in this Agreement and (ii) the words “above” and “below”, when following a reference to a clause or a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause.

(c)  Each agreement defined in this Article I shall include all appendices, exhibits and schedules thereto. Unless the prior written consent of the Requisite Lenders is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and such consent is not obtained, references in this Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified.

(d)  References in this Agreement to any statute shall be to such statute as amended or modified, together with any successor legislation, in each case in effect at the time any such reference is operative.

(e)  The term “including” when used in any Loan Document means “including without limitation” except when used in the computation of time periods.

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(f)  The terms “Lender,” “Issuer” and “Administrative Agent ” include, without limitation, their respective successors.

(g)  Upon the appointment of any successor Administrative Agent pursuant to Section 10.6 (Successor Administrative Agent), references to CUSA in Section 10.3 (The Administrative Agent Individually) and to Citibank in the definitions of Base Rate, Dollar Equivalent and Eurocurrency Rate shall be deemed to refer to the financial institution then acting as the Administrative Agent or one of its Affiliates if it so designates.

ARTICLE II

THE FACILITIES

SECTION 2.1   The Commitments

(a)  Revolving Credit Commitments.

(i)  On the terms and subject to the conditions contained in this Agreement, each Dollar/Euro Revolving Credit Lender severally agrees to make loans in Dollars or Euros (each a “Dollar/Euro Revolving Loan”) to the Company from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed on a Dollar Equivalent basis such Lender’s Dollar/Euro Revolving Credit Commitment; provided, however, that at no time shall (A) any Dollar/Euro Revolving Credit Lender be obligated to make a Dollar/Euro Revolving Loan the Dollar Equivalent of which would exceed such Lender’s Ratable Portion of the applicable Available Credit and (B) the Dollar/Euro Revolving Credit Outstandings denominated in Euros exceed the Revolving Credit Euro Sublimit. Within the limits of each Lender’s Dollar/Euro Revolving Credit Commitment, amounts of Dollar/Euro Revolving Loans repaid may be reborrowed under this Section 2.1.

(ii)  On the terms and subject to the conditions contained in this Agreement, each Yen Revolving Credit Lender severally agrees to make loans in Yen (each a “Yen Revolving Loan”) to the Japanese Borrower from time to time on any Business Day during the period from the Closing Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Lender’s Yen Revolving Credit Commitment; provided, however, that at no time shall any Yen Revolving Credit Lender be obligated to make a Yen Revolving Loan in excess of such Lender’s Ratable Portion of the applicable Available Credit. Within the limits of each Lender’s Yen Revolving Credit Commitment, amounts of Yen Revolving Loans repaid may be reborrowed under this Section 2.1.

(b)  Tranche A Term Loan Commitments.    On the terms and subject to the conditions contained in this Agreement, each Tranche A Lender severally agrees to make a term loan denominated in Dollars (each a “Tranche A Loan”) to the Company on the Closing Date in an amount not to exceed such Lender’s Tranche A Commitment. Amounts of Tranche A Loans repaid or prepaid may not be reborrowed.

(c)  Tranche B Term Loan Commitments.

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(i)  On the terms and subject to the conditions contained in this Agreement, each Tranche B Dollar Lender severally agrees to make a term loan (each a “Tranche B Dollar Loan”) to the Company on the Closing Date in an amount not to exceed such Lender’s Tranche B Dollar Commitment which Tranche B Dollar Loan shall be available in Dollars to the Company pursuant to such Lender’s pro rata share of the Tranche B Dollar Commitments. Amounts of Tranche B Dollar Loans repaid or prepaid may not be reborrowed.

(ii)  On the terms and subject to the conditions contained in this Agreement, each Tranche B Euro Lender severally agrees to make a term loan (each a “Tranche B Euro Loan”) to the Euro Borrower on the Closing Date in an amount not to exceed such Lender’s Tranche B Euro Commitment which Tranche B Euro Loan shall be available in Euros to the Euro Borrower pursuant to such Lender’s pro rata share of the Tranche B Euro Commitments. Amounts of Tranche B Euro Loans repaid or prepaid may not be reborrowed.

(d)  Tranche C Term Loan Commitments.    On the terms and subject to the conditions contained in this Agreement, each Tranche C Lender severally agrees to make a term loan denominated in Dollars (each a “Tranche C Loan”) to the Canadian Borrower on the Closing Date in an amount not to exceed such Lender’s Tranche C Commitment. Amounts of Tranche C Loans repaid or prepaid may not be reborrowed.

SECTION 2.2   Borrowing Procedures

(a)  Revolving Credit Borrowings.    Each Revolving Credit Borrowing shall be made on notice given by the applicable Borrower to the Administrative Agent not later than 11:00 a.m. (Local Time) (i) one Business Day, in the case of a Borrowing of Base Rate Loans and (ii) three Business Days, in the case of a Borrowing of Eurocurrency Rate Loans, prior to the date of the proposed Revolving Credit Borrowing. Each such notice shall be in substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”), specifying (A) the date of such proposed Revolving Credit Borrowing, (B) the aggregate amount of such proposed Revolving Credit Borrowing and the currency denomination thereof, (C) in the case of a proposed Revolving Credit Borrowing of Dollars, whether any portion of these will be of Base Rate Loans or Eurocurrency Rate Loans and (D) the initial Interest Period or Periods for any such Eurocurrency Rate Loans. The Revolving Loans denominated in Dollars shall be made as Base Rate Loans unless, subject to Section 2.14(Special Provisions Governing Eurocurrency Rate Loans), the Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans. Revolving Credit Loans denominated in Euros or Yen shall be made as Eurocurrency Rate Loans and shall not be available as Base Rate Loans. Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice of Borrowing requests a Dollar/Euro Revolving Credit Borrowing of Base Rate Loans denominated in Dollars, the Administrative Agent may make a Swing Loan available to the Company in an aggregate amount not to exceed such proposed Revolving Credit Borrowing, and the aggregate amount of the corresponding proposed Revolving Credit Borrowing shall be reduced accordingly by the principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate amount that is not less than the applicable Minimum Currency Threshold for such currency.

(b)  Term Loan Borrowings.    All Borrowings of Term Loans shall be made upon receipt of a Notice of Borrowing given by the applicable Borrower to the Administrative Agent not later than 11:00 a.m. (New York Time) (i) on the Closing Date, in the case of a Borrowing of

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Base Rate Loans and (ii) three Business Days prior to the closing Date, in the case of a Borrowing of Eurocurrency Rate Loans. The Notice of Borrowing shall specify (A) the Closing Date, (B) the aggregate amount and, in the case of Tranche B Borrowings, the currency, of such proposed Borrowing (C) whether any portion of the proposed Borrowing will be of Base Rate Loans or Eurocurrency Rate Loans, and (D) the initial Interest Period or Periods for any such Eurocurrency Rate Loans and unless (subject to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans)) the Notice of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans. Tranche B Euro Loans shall be made as Eurocurrency Rate Loans and shall not be available as Base Rate Loans.

(c)  The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Borrowing and, if Eurocurrency Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.14(a) (Determination of Interest Rate). Each Lender shall, before 11:00 A.M. (Local Time) on the date of the proposed Borrowing, make available to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such proposed Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Sections 3.1 (Conditions Precedent to Initial Loans and Letters of Credit) and 3.2 (Conditions Precedent to each Loan and Letter of Credit), the Administrative Agent will promptly make such funds available to the Borrower and in any event within one Business Day thereafter.

(d)  Notwithstanding the foregoing clauses (a) and (b), (c) prior to the Syndication Completion Date, the Interest Period for each Tranche B Dollar Loan and each Tranche B Euro Loan shall be one week, or such other period as the Administrative Agent may determine.

(e)  Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed Borrowing with respect to which such Lender holds a Commitment that such Lender shall not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing, the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such Ratable Portion available to the Administrative Agent, such Lender and the applicable Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the applicable Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of a Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Interbank Rate for the first Business Day and thereafter at the interest rate applicable at the time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement. If the applicable Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation it may have hereunder to such Borrower.

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(f)  The failure of any Revolving Credit Lender to make the Loan or any payment required by it on the date specified (a “Non-Funding Lender”), including any payment in respect of its participation in Swing Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Loan or payment on such date, but no such other Lender shall be responsible for the failure of any Non-Funding Lender to make a Loan or payment required under this Agreement.

SECTION 2.3   Swing Loans

(a)  On the terms and subject to the conditions contained in this Agreement, a Swing Loan Lender may, in its sole discretion, make loans denominated in Dollars (each a “Swing Loan”) otherwise available to the Company under the Dollar/Euro Revolving Credit Facility from time to time on any Business Day during the period from the date hereof until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of any other Loans made by such Swing Loan Lender hereunder in its capacity as Lender or Swing Loan Lender) not to exceed the lesser of such Swing Loan Lender’s Ratable Portion of the Available Credit under the Dollar/Euro Revolving Credit Facility and such Swing Loan Lenders’ Swing Loan Allocation and, together with the aggregate outstanding principal amount of all Swing Loans outstanding, not to exceed $30,000,000; provided, however, that a Swing Loan Lender shall not make any Swing Loan at any time to the extent that, after giving effect to such Swing Loan the Dollar Equivalent of the aggregate Dollar/Euro Revolving Credit Outstandings would exceed the Dollar/Euro Revolving Credit Commitments in effect at such time. Each Swing Loan shall be a Base Rate Loan and must be repaid in full within ten days of its making or, if sooner, upon any Dollar/ Euro Revolving Credit Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a).

(b) In order to request a Swing Loan, the Company shall telecopy (or forward by electronic mail or similar means) to the Administrative Agent a duly completed request in substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested amount and date of the Swing Loan (a “Swing Loan Request”), to be received by the Administrative Agent not later than 12:00 p.m. (New York time) on the day of the proposed borrowing. The Administrative Agent shall promptly notify the applicable Swing Loan Lender (i) of the details of the requested Swing Loan, (ii) that the amount of such requested Swing Loan, together with the aggregate outstanding principal amount of any other Loans made by such Swing Loan Lender hereunder in its capacity as Lender or Swing Loan Lender, does not exceed such Swing Loan Lender’s Ratable Portion of the Available Credit under the Dollar/Euro Revolving Credit Facility and (iii) that the amount of such requested Swing Loan, together with the aggregate outstanding principal amount of all Swing Loans outstanding, does not exceed $30,000,000. Subject to the terms of this Agreement, such Swing Loan Lender shall make a Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make such amounts available to the Company by the end of business on the date of the relevant Swing Loan Request. No Swing Loan Lender shall make any Swing Loan in the period commencing on the first Business Day after it receives written notice from the Administrative Agent or any Lender that one or more of the conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. No Swing Loan Lender shall otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2

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(Conditions Precedent to Each Loan and Letter of Credit) have been satisfied in connection with the making of any Swing Loan.

(c)  Each Swing Loan Lender shall notify the Administrative Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding.

(d)  Each Swing Loan Lender may demand at any time during the continuance of an Event of Default that each Dollar/Euro Revolving Credit Lender pay to the Administrative Agent, for the account of such Swing Loan Lender, in the manner provided in clause (e) below, such Dollar/Euro Revolving Credit Lender’s Ratable Portion of all or a portion of such Swing Loan Lender’s outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid.

(e)  The Administrative Agent shall forward each notice referred to in clause (c) above and each demand referred to in clause (d) above to each Dollar/EuroRevolving Credit Lender on the day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative Agent after 12:00 p.m. (New York time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to the Dollar/Euro Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together with a statement prepared by the Administrative Agent specifying the amount of each Dollar/Euro Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Dollar/Euro Revolving Credit Lenders hereby irrevocably waive), each Dollar/Euro Revolving Credit Lender shall, before 11:00 a.m. (New York time) on the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such written statement, make available to the Administrative Agent, in immediately available funds, for the account of the applicable Swing Loan Lender, the amount specified in such statement. Upon such payment by a Dollar/Euro Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a Dollar/Euro Revolving Loan to the Company. The Administrative Agent shall use such funds to repay the Swing Loans to the applicable Swing Loan Lender. To the extent that any Revolving Credit Lender fails to make such payment available to the Administrative Agent for the account of any Swing Loan Lender, the Company shall repay such Swing Loans on demand.

(f)  Upon the occurrence of an Event of Default under Section 9.1(f) (Events of Default), each Dollar/Euro Revolving Credit Lender shall acquire, without recourse or warranty, an undivided participation in each Swing Loan otherwise required to be repaid by such Dollar/Euro Revolving Credit Lender pursuant to clause (e) above, which participation shall be in a principal amount equal to such Dollar/Euro Revolving Credit Lender’s Ratable Portion of such Swing Loan, by paying to the applicable Swing Loan Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Loan pursuant to clause (e) above, in immediately available funds, an amount equal to such Dollar/Euro Revolving Credit Lender’s Ratable Portion of such Swing Loan. If such amount is not in fact made available by such Dollar/Euro Revolving Credit Lender to the applicable Swing Loan

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Lender on such date, such Swing Loan Lender shall be entitled to recover such amount on demand from such Dollar/Euro Revolving Credit Lender together with interest accrued from such date at the Interbank Rate for the first Business Day after such payment was due and thereafter at the rate of interest then applicable to Base Rate Loans.

(g)  From and after the date on which any Dollar/Euro Revolving Credit Lender (i) is deemed to have made a Dollar/Euro Revolving Loan pursuant to clause (e) above with respect to any Swing Loan or (ii) purchases an undivided participation interest in a Swing Loan pursuant to clause (f) above, the applicable Swing Loan Lender shall promptly distribute to such Dollar/Euro Revolving Credit Lender such Dollar/Euro Revolving Credit Lender’s Ratable Portion of all payments of principal of and interest received by such Swing Loan Lender on account of such Swing Loan other than those received from a Dollar/Euro Revolving Credit Lender pursuant to clause (e) or (f) above.

SECTION 2.4   Letters of Credit

(a)  On the terms and subject to the conditions contained in this Agreement, (x) the Dollar/Euro Issuer agrees to Issue at the request of the Company and for the account of the Company and (y) the Yen Issuer agrees to Issue at the request of the Japanese Borrower and for the account of the Japanese Borrower one or more Letters of Credit from time to time on any Business Day during the period commencing on the Closing Date and ending on the earlier of the Revolving Credit Termination Date and 5 days prior to the Scheduled Termination Date; provided, however, that no Issuer shall be under any obligation to Issue any Letter of Credit upon the occurrence of any of the following:

(i)  any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuer from Issuing such Letter of Credit or any Requirement of Law applicable to such Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in effect on the date of this Agreement or result in any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuer as of the date of this Agreement and that such Issuer in good faith deems material to it;

(ii)  such Issuer shall have received written notice from the Administrative Agent, the applicable Borrower or, in the case of the Yen Issuer any Yen Revolving Credit Lender or in the case of the Dollar/Euro Issuer, any Dollar/Euro Revolving Credit Lender, on or prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit) (for Letters of Credit issued on the Closing Date) or 3.2 (Conditions Precedent to Each Loan and Letter of Credit) is not then satisfied;

(iii)  after giving effect to the Issuance of any such Letter of Credit (A) denominated in Dollars or Euros, the Dollar/Euro Revolving Credit Outstandings would exceed the Dollar/Euro Revolving Credit Commitments in effect at such time or

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(B)  denominated in Yen the Yen Revolving Credit Outstandings would exceed the Yen Revolving Credit Commitments in effect at such time;  

(iv)  after giving effect to the Issuance of such Letter of Credit, the sum of (i) the Letter of Credit Undrawn Amounts at such time and (ii) the Reimbursement Obligations at such time exceeds (A) the Dollar Equivalent of $100,000,000 (less the sum of the Letter of Credit Undrawn Amounts and the Reimbursement Obligations in respect of Letters of Credit denominated in Yen) in the case of the Dollar/Euro Revolving Credit Facility or (B) ¥3,201,750,000 in the case of the Yen Revolving Credit Facility;

(v)  any fees due in connection with a requested Issuance have not been paid; or

(vi)  with respect to any requested Letter of Credit denominated in Euros, the Dollar/Euro Issuer receives written notice from the Administrative Agent at or before 11:00 a.m. (New York time) on the date of the proposed Issuance of such Letter of Credit that, immediately after giving effect to the Issuance of such Letter of Credit, the Dollar/Euro Revolving Credit Obligations at such time denominated in Euros would exceed Euro Sublimit.

None of the Revolving Credit Lenders (other than the Issuers in their capacity as such) shall have any obligation to Issue any Letter of Credit.

(b)  In no event shall the expiration date of any Letter of Credit (i) be more than one year after the date of issuance thereof or such longer term as acceptable to the applicable Issuer or (ii) be less than five days prior to the Scheduled Termination Date; provided, however, that any Letter of Credit with a term of one year or longer may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the expiry date referred to in clause (ii) above) or such longer periods as is acceptable the applicable Issuer.

(c)  In connection with the Issuance of each Letter of Credit under the Dollar/Euro Revolving Credit Facility, the Company shall give the relevant Issuer and the Administrative Agent at least two Business Days’ prior written notice and, in connection with the Issuance of each Letter of Credit under the Yen Revolving Credit Facility, the Japanese Borrower shall give the relevant Issuer and the Administrative Agent at least three Business Days’ prior written notice, in each case, in substantially the form of Exhibit E (Form of Letter of Credit Request) (or in such other written or electronic form as is acceptable to the Issuer), of the requested Issuance of such Letter of Credit (a “Letter of Credit Request ”). Such notice shall be irrevocable and shall specify the Issuer of such Letter of Credit, the stated amount of the Letter of Credit requested, which stated amount (or, if such Letter of Credit is to be denominated in Euros or Yen, the Dollar Equivalent of such stated amount) shall not be less than $100,000, the date of Issuance of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which date shall be a Business Day), and, in the case of an issuance, the Person for whose benefit the requested Letter of Credit is to be Issued. Such notice, to be effective, must be received by the relevant Issuer and the Administrative Agent not later than 11:00 a.m. (Local Time) on the second Business Day prior to the requested Issuance of such Letter of Credit.

(d)  Subject to the satisfaction of the conditions set forth in this Section 2.4, the relevant Issuer shall, on the requested date, Issue a Letter of Credit on behalf of the requesting

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Borrower in accordance with such Issuer's usual and customary business practices. No Issuer shall Issue any Letter of Credit in the period commencing on the first Business Day after it receives written notice from any Lender that one or more of the conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The relevant Issuer shall not otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) have been satisfied in connection with the Issuance of any Letter of Credit.

(e)  If requested by the relevant Issuer, prior to the issuance of each Letter of Credit by such Issuer, and as a condition of such Issuance and of the participation of each applicable Revolving Credit Lender in the Letter of Credit Obligations arising with respect thereto, the applicable Borrower shall have delivered to such Issuer a letter of credit reimbursement agreement, in such form as the Issuer may employ in its ordinary course of business for its own account (a “Letter of Credit Reimbursement Agreement ”), signed by such Borrower, and such other documents or items as may be required pursuant to the terms thereof. In the event of any conflict between the terms of any Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall govern.

(f)  Each Issuer shall:

(i)  give the Administrative Agent written notice (or telephonic notice confirmed promptly thereafter in writing, which writing may be a telecopy or electronic mail) of the Issuance of a Letter of Credit Issued by it, of all drawings under a Letter of Credit Issued by it and the payment (or the failure to pay when due) by the relevant Borrower of any Reimbursement Obligation when due (which notice the Administrative Agent shall promptly transmit by telecopy, electronic mail or similar transmission to each Revolving Credit Lender);

(ii)  upon the request of any Revolving Credit Lender, furnish to such Revolving Credit Lender copies of any Letter of Credit Reimbursement Agreement to which such Issuer is a party and such other documentation as may reasonably be requested by such Revolving Credit Lender; and

(iii)  no later than 10 Business Days following the last day of each calendar month, provide to the Administrative Agent (and the Administrative Agent shall provide a copy to each Revolving Credit Lender requesting the same) and the Company separate schedules for Documentary and Standby Letters of Credit Issued by it, in form and substance reasonably satisfactory to the Administrative Agent, setting forth the Letter of Credit Obligations outstanding at the end of each month and any information requested by the Company or the Administrative Agent relating thereto.

(g)  Immediately upon the Issuance by an Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, such Issuer shall be deemed to have sold and transferred to each Dollar/Euro Revolving Credit Lender or Yen Revolving Credit Lender, as applicable, and each such Revolving Credit Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender’s Ratable Portion of the Dollar/Euro Revolving Credit Commitments, or Yen Revolving Credit Commitments, as the case may be, in such Letter of Credit and the obligations of the requesting

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Borrower with respect thereto (including all letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto.

(h)  Each Borrower agrees to pay to the Issuer of any Letter of Credit the amount of all Reimbursement Obligations owing to such Issuer under any Letter of Credit issued for its account no later than the date (the “Reimbursement Date”) that is the next succeeding Business Day after such Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit, irrespective of any claim, set-off, defense or other right that such Borrower may have at any time against such Issuer or any other Person. In the event that any Issuer makes any payment under any Letter of Credit and the Borrower for whose account such Letter of Credit was issued shall not have repaid such amount to such Issuer pursuant to this clause (h) or such payment is rescinded or set aside for any reason such Issuer shall promptly notify the Administrative Agent, that shall promptly notify each Dollar/Euro Revolving Credit Lender or Yen Revolving Credit Lender, as the case may be, of such failure, and each Dollar/Euro Revolving Credit Lender, in the case of a Letter of Credit issued for the account of the Company, and each Yen Revolving Credit Lender, in the case of a Letter of Credit issued for the account of the Japanese Borrower, shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Revolving Credit Lender’s Ratable Portion of such payment in the applicable currency and in immediately available funds. If the Administrative Agent so notifies such Revolving Credit Lender prior to 11:00 a.m. (Local Time) on any Business Day, such Revolving Credit Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except during the continuance of an Event of Default under Section 9.1(f) (Events of Default) and notwithstanding whether the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the applicable Revolving Credit Lenders hereby irrevocably waive), be deemed to have made a Dollar/Euro Revolving Loan to the Company or a Yen Revolving Loan to the Japanese Borrower, as applicable, in the principal amount of such payment. Whenever any Issuer receives from a Borrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Revolving Credit Lender pursuant to this clause (h) such Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each applicable Revolving Credit Lender, in immediately available funds, an amount equal to such Revolving Credit Lender’s Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Revolving Credit Lenders have paid in respect of such Reimbursement Obligation.

(i)  Each Borrower’s obligation to pay each Reimbursement Obligation owing by it and the obligations of the applicable Revolving Credit Lenders to make payments to the Administrative Agent for the account of the applicable Issuer with respect to Letters of Credit Issued by it shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or Event of Default, and irrespective of any of the following:

(i)  any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

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(ii)  any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii)  the existence of any claim, set off, defense or other right that the Borrowers, any other party guaranteeing, or otherwise obligated with, the Borrowers, any Subsidiary, any member of the Unilever Group or the Johnson Family Group or any other Person may at any time have against the beneficiary under any Letter of Credit, any Issuer, the Administrative Agent or any Lender or any other Person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

(iv)  any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v)  payment by the Issuer under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit; and

(vi)  any other act or omission to act or delay of any kind of the Issuer, the Lenders, the Administrative Agent or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4 (Letters of Credit), constitute a legal or equitable discharge of the Borrower’s obligations hereunder.

Any action taken or omitted to be taken by the relevant Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuer under any resulting liability to any Borrower or any Revolving Credit Lender. In determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof, the Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary and, in making any payment under any Letter of Credit the Issuer may rely exclusively on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross negligence of the Issuer.

(j)  If and to the extent such Revolving Credit Lender shall not have so made its Ratable Portion of the amount of the payment required by clause (h) above available to the Administrative Agent for the account of such Issuer, such Revolving Credit Lender agrees to pay to the Administrative Agent for the account of such Issuer forthwith on demand such amount together with interest thereon, for the first Business Day after payment was first due at the Interbank Rate, and thereafter until such amount is repaid to the Administrative Agent for the account of such Issuer, at the rate per annum applicable to Base Rate Loans under the Dollar/Euro

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Revolving Credit Facility (if such Letter of Credit is denominated in Dollars) and Eurocurrency Rate Loans with Interest Periods determined by the Administrative Agent (if such Letter of Credit is denominated in Euros or Yen). The failure of any Revolving Credit Lender to make available to the Administrative Agent for the account of such Issuer its Ratable Portion of any such payment shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Administrative Agent for the account of such Issuer its Ratable Portion of any payment on the date such payment is to be made, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to make available to the Administrative Agent for the account of the Issuer such other Revolving Credit Lender's Ratable Portion of any such payment.

(k)  If any Issuer shall fail to comply with the terms of this Section 2.4, then the Administrative Agent may, in its reasonable discretion, terminate such Person’s role as Issuer hereunder upon 10 Business Days prior written notice to such Issuer and the Borrowers.

SECTION 2.5  Reduction and Termination of the Revolving Credit Commitments

(a)  The Borrowers may, upon at least three Business Days’ prior notice to the Administrative Agent, terminate in whole or reduce in part ratably the unused portions of the respective Revolving Credit Commitments of the Revolving Credit Lenders under either Revolving Credit Facility; provided, however, that (i) each partial reduction shall be in an aggregate amount of not less than the applicable Minimum Currency Threshold and (ii) after giving effect to any such partial reduction, the Dollar Equivalent of the aggregate Available Credit under the Dollar/Euro Revolving Credit Facility and the Yen Revolving Credit Facility shall not be less than $150,000,000.

(b)  Subject to the provisions of Section 2.9(d) (Mandatory Prepayments), the then current Revolving Credit Commitments shall be reduced on each date on which a prepayment of Revolving Loans or Swing Loans is made pursuant to Section 2.9(a) or (b) (Mandatory Prepayments) or would be required to be made had the outstanding Revolving Loans and Swing Loans equaled the Revolving Credit Commitments then in effect, in each case in the amount of such prepayment (or deemed prepayment) (and the Revolving Credit Commitment of each Lender shall be reduced by its Ratable Portion of such amount).

SECTION 2.6   Repayment of Loans

(a)  Each Borrower promises to repay the entire unpaid principal amount of the Revolving Loans and the Swing Loans owing by it on the Scheduled Termination Date (it being understood that other provisions of this Agreement may require all or part of such Obligations to be repaid earlier).

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(b)  The Company promises to repay the Tranche A Loans in semi-annual installments payable on each date set forth below, each in an amount equal to the amount set for opposite such date:

Date	Amount of Principal (US$)
May 3, 2003	44,050,000
November 3, 2003	13,215,000
May 3, 2004	13,215,000
November 3, 2004	17,620,000
May 3, 2005	17,620,000
November 3, 2005	17,620,000
May 3, 2006	17,620,000
November 3, 2006	17,620,000
May 3, 2007	17,620,000
November 3, 2007	22,025,000
Tranche A Maturity Date	22,025,000;

provided, however, that the Company shall repay the entire unpaid principal amount of the Tranche A Loans on the Tranche A Maturity Date.

(c)  The Company promises to repay the Tranche B Dollar Loans in semi-annual installments payable on each date set forth below, each in an amount equal to the amount set forth opposite such date:

Date	Amount of Principal ($)
November 3, 2002	2,250,000
May 3, 2003	2,250,000
November 3, 2003	2,250,000
May 3, 2004	2,250,000
November 3, 2004	2,250,000
May 3, 2005	2,250,000
November 3, 2005	2,250,000
May 3, 2006	2,250,000
November 3, 2006	2,250,000
May 3, 2007	2,250,000
November 3, 2007	2,250,000
May 3, 2008	2,250,000
November 3, 2008	99,000,000
May 3, 2009	99,000,000
Tranche B Maturity Date	225,000,000;

provided, however, that the Company shall repay the entire unpaid principal amount of the Tranche B Dollar Loans on the Tranche B Maturity Date.

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(d)  The Euro Borrower promises to repay the Tranche B Euro Loans in semi-annual installments payable on each date set forth below, each in an amount equal to the amount set forth opposite such date:

Date	Amount of Principal (E)
November 3, 2002	1,109,390
May 3, 2003	1,109,390
November 3, 2003	1,109,390
May 3, 2004	1,109,390
November 3, 2004	1,109,390
May 3, 2005	1,109,390
November 3, 2005	1,109,390
May 3, 2006	1,109,390
November 3, 2006	1,109,390
May 3, 2007	1,109,390
November 3, 2007	1,109,390
May 3, 2008	1,109,390
November 3, 2008	48,813,160
May 3, 2009	48,813,160
Tranche B Maturity Date	110,939,000;

provided, however, that the Euro Borrower shall repay the entire unpaid principal amount of the Tranche B Euro Loans on the Tranche B Maturity Date.

(e)  The Canadian Borrower promises to repay the Tranche C Loans in semi-annual installments payable on each date set forth below, each in an amount equal to the amount set for opposite such date:

Date	Amount of Principal (US$)
May 3, 2003	5,950,000
November 3, 2003	1,785,000
May 3, 2004	1,785,000
November 3, 2004	2,380,000
May 3, 2005	2,380,000
November 3, 2005	2,380,000
May 3, 2006	2,380,000
November 3, 2006	2,380,000
May 3, 2007	2,380,000
November 3, 2007	2,975,000
Tranche C Maturity Date	2,975,000;

provided, however, that the Canadian Borrower shall repay the entire unpaid principal amount of the Tranche C Loans on the Tranche C Maturity Date.

SECTION 2.7   Evidence of Debt

(a)  Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of each Borrower to such Lender resulting from each Loan

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of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(b)  The Administrative Agent shall maintain accounts in accordance with its usual practice in which it shall record (i) the amount of each Loan made and, if a Eurocurrency Rate Loan, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable by each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from each Borrower, whether such sum constitutes principal or interest (and the type of Loan to which it applies), fees, expenses or other amounts due under the Loan Documents and each Lender’s share thereof, if applicable.

(c)  The entries made in the accounts maintained pursuant to clauses (a) and (b) above shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of each Borrower to repay the Loans in accordance with their terms.

(d)  Notwithstanding any other provision of the Agreement, in the event that any Lender requests that any Borrower execute and deliver a promissory note or notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by such Borrower hereunder, such Borrower shall promptly execute and deliver a Note or Notes to such Lender evidencing any Term Loans and Revolving Loans (and, if such Lender is also a Swing Loan Lender, Swing Loans), as the case may be, of such Lender, substantially in the forms of Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term Note), respectively.

SECTION 2.8   Optional Prepayments

(a)  Revolving Loans.    Any Borrower may, (i) with respect to the Dollar/Euro Revolving Credit Facility, upon at least one Business Days’ prior notice to the Administrative Agent and (ii) with respect to the Yen Revolving Credit Facility, upon at least three Business Days’ prior notice to the Administrative Agent, stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of its Revolving Loans and Swing Loans in whole or in part; provided, however, that if any prepayment of any Eurocurrency Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e) (Breakage Costs); and, provided, further, that each partial prepayment shall be in an aggregate principal amount not less than the applicable Minimum Currency Threshold. Upon the giving of such notice of prepayment, the principal amount of Revolving Loans specified to be prepaid shall become due and payable on the date specified for such prepayment.

(b)  Term Loans.    Any Borrower may, upon at least three Business Days’ prior notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of its Term Loans, in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that if any prepayment of any Eurocurrency Rate Loan is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.14(e) (Breakage Costs); and, provided, further, that (i) each partial prepayment shall be in an aggregate amount not less than the applicable Minimum Currency Threshold and (ii) any such partial prepayment shall be applied to reduce ratably the remaining installments of such outstanding principal amount of the Term Loans specified by any

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Borrower to be so repaid on a pro rata basis provided that any partial prepayment of the Tranche B Loans shall be applied pro rata to the Tranche B Dollar Loans and the Tranche B Euro Loans. Upon the giving of such notice of prepayment, the principal amount of the Term Loans specified to be prepaid shall become due and payable on the date specified for such prepayment.

(c)  No Borrower shall have any right to prepay the principal amount of any Revolving Loan or any Term Loan other than as provided in this Section 2.8.

SECTION 2.9  Mandatory Prepayments

(a) Upon receipt by any JD Entity of Net Cash Proceeds arising:

(i)  from (x) an Asset Sale, Debt Issuance, or repayment of any Intercompany Term Note, the Borrowers shall promptly prepay the Loans (or provide cash collateral in respect of Letters of Credit) and (y) a Property Loss Event, Debt/Cash Balance Adjustment, Working Capital Adjustment, Delayed Closing Adjustment or Acquisition Indemnity Reimbursement, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit) within three (3) days of receipt thereof, in each case in an amount equal to 100% of such Net Cash Proceeds;

(ii)  from an Equity Issuance, the Borrowers shall promptly prepay the Loans in an amount equal to (A) 75% of such Net Cash Proceeds if the Leverage Ratio is greater than 3.5 to 1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) or (B) 50% of such Net Cash Proceeds if such Leverage Ratio is less than or equal to 3.5 to 1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements));

provided, however, that in the case of any Net Cash Proceeds arising from a Reinvestment Event, the Borrowers shall prepay the Loans (or provide cash collateral in respect of Letters of Credit) in an amount equal to the Reinvestment Prepayment Amount applicable to such Reinvestment Event, if any, on the Reinvestment Prepayment Date with respect to such Reinvestment Event. Any such mandatory prepayment shall be applied in accordance with clause (c) below.

(b)  The Borrowers shall prepay the Loans within 90 days of the last day of each Fiscal Year, in an amount equal to the Excess Cash Flow for such Fiscal Year (or, in the case of Fiscal Year ending January 3, 2003, the period beginning on the Closing Date and ending on the last day of such Fiscal Year) multiplied by (A) 75% if the Leverage Ratio (determined for the twelve month period ending on the last day of such Fiscal Year) is greater than 3.5 to 1, (B) 50% if such Leverage Ratio is less than or equal to 3.5 to 1 but greater than 3.0 to 1 or (c)) 25% if such Leverage Ratio is less than or equal to 3.0 to 1. Any such mandatory prepayment shall be applied in accordance with clauses (c), (d) or (e) below, as applicable.

(c)  Subject to clauses (d) and (e) below, any prepayments made by the Borrowers required to be applied in accordance with this Section 2.9 shall be applied as follows: first, to prepay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full; second, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; third, subject to clause (d) below, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have

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been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. Subject to clauses (e) and (f) below, all prepayments of the Term Loans made pursuant to this Section 2.9 shall be applied to reduce ratably the remaining installments of such outstanding principal amounts of the Term Loans on a pro rata basis. All repayments of Revolving Loans and Swing Loans required to be made pursuant to this clause (c) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5(b) (Reduction and Termination of the Revolving Credit Commitments).

(d)  Any prepayments made by the Borrowers with respect to (i) Net Cash Proceeds arising from an Acquisition Indemnity Reimbursement or (ii) Net Cash Proceeds arising from a Securitization Facility, if any, consummated (or increased) after the Closing Date in excess of the initial aggregate $50,000,000 (or Dollar Equivalent) of all Net Cash Proceeds from all Securitization Facilities consummated (or increased) after the Closing Date, and required to be applied in accordance with this Section 2.9 shall be applied as follows: first, to repay the outstanding principal balance of the Swing Loans until such Swing Loans shall have been repaid in full; second, to repay the outstanding principal balance of the Revolving Loans until such Revolving Loans shall have been paid in full; third, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; and then, to prepay the outstanding principal balance of the Term Loans, until such Term Loans shall have been prepaid in full. Repayments of Revolving Loans and Swing Loans required to ve made pursuant to this clause (d) shall not result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5(b) (Reduction and Termination of the Revolving Credit Commitments). All prepayments of the Term Loans made pursuant to this clause (d) shall be applied as set forth in clause (c) above.

(e)  Prepayments to be made with Net Cash Proceeds received from any Asset Sale or Securitization Facility consummated (or increased) after the Closing Date shall be applied solely to the initial amortization payment due in respect of each of the Tranche A Loans and the Tranche C Loans on the first anniversary of the Closing Date until such amortization payment is paid in full; thereafter, prepayments made with (i) Net Cash Proceeds which constitute a portion of the initial aggregate $50,000,000 (or Dollar Equivalent) of all Net Cash Proceeds from all Securitization Facilities consummated (or increased) after the Closing Date or Net Cash Proceeds from Asset Sales (and not applied as set forth above), shall be applied as provided for by clause (c) above and (ii) Net Cash Proceeds arising from a Securitization Facility consummated (or increased) after the Closing Date in excess of the initial aggregate the $50,000,000 (or Dollar Equivalent) of all Net Cash Proceeds from all Securitization Facilities consummated (or increased) after the Closing Date, shall be applied as provided for by clause (d) above.

(f)  Notwithstanding anything to the contrary contained in this Section 2.9, with respect to any mandatory repayments of Tranche B Loans otherwise required pursuant to this Section 2.9, on or prior to the date the mandatory repayment is otherwise required to be made pursuant to this Section 2.9, any Tranche B Lender may waive its right to receive any or all of its Ratable Portion of such mandatory repayments allocable to such Tranche B Loans (in an aggregate amount not to exceed the aggregate principal amount of the Tranche A Loans and the Tranche C Loans then outstanding), by so advising the Administrative Agent in writing no later than 5:00 P.M. (New York time) two Business Days after receipt of notice from the

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Administrative Agent that such mandatory repayment is to be made, which notice from such Tranche B Lender shall include the amount, if any, of its portion of the mandatory repayment that such Lender still desires to receive. If any Tranche B Lender does not so notify the Administrative Agent within the two Business Day period or notifies the Administrative Agent but does not specify the amount of the mandatory repayment that such Lender wishes to receive, if any, such Lender will be deemed to have elected to receive 100% of its Ratable Portion of the mandatory repayment. The amount of any mandatory repayment not accepted by any Tranche B Lender shall be added pro rata to the amount to be prepaid to the Tranche B Loans of the Tranche B Lenders that have not elected to refuse such mandatory repayment and to the Tranche A Loans and the Tranche C Loans, as otherwise provided in this Section 2.9.

(g)  If at any time (i) the Dollar/Euro Revolving Credit Outstandings exceed the aggregate Dollar/Euro Revolving Credit Commitments at such time, the Company shall forthwith prepay the Swing Loans first and then the Dollar/Euro Revolving Loans then outstanding in an amount equal to such excess or (ii) the Yen Revolving Credit Outstandings exceed the aggregate Yen Revolving Credit Commitments at such time, the Japanese Borrower shall forthwith prepay the Yen Revolving Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, each Borrower shall provide cash collateral for its Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) in an amount equal to 105% of such excess.

(h)  If at any time the Dollar/Euro Revolving Credit Outstandings denominated in Euros exceeds the Euro Sublimit, the Company shall forthwith prepay the Revolving Loans denominated in Euros then outstanding in an amount equal to such excess.

SECTION 2.10   Interest

(a)  Rate of Interest.    All Loans and the outstanding amount of all other Obligations shall bear interest, in the case of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided in clause (c) below, as follows:

(i)  if a Base Rate Loan or other Obligation (other than a Eurocurrency Rate Loan), at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable Margin; and

(ii)  if a Eurocurrency Rate Loan, at a rate per annum equal to the sum of (A) the Eurocurrency Rate determined for the applicable Interest Period, (B) the Applicable Margin in effect from time to time during such Eurocurrency Interest Period and (C) in the case of any Loan made by a Lender located in the United Kingdom, Mandatory Costs.

(b)  Interest Payments.    (i) Interest accrued on each Base Rate Loan (other than Swing Loans) shall be payable in arrears (A) on the tenth Business Day of each calendar quarter, commencing on the first such day following the making of such Base Rate Loan, (B) in the case of Base Rate Loans that are Term Loans, upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Base Rate Loan, (ii) interest accrued on Swing Loans shall be payable in arrears on the first

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Business Day of the immediately succeeding calendar quarter, (iii) interest accrued on each Eurocurrency Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such Interest Period has a duration of more than three months, on each day during such Interest Period occurring every three months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Eurocurrency Rate Loan and (iv) interest accrued on the amount of all other Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether by acceleration or otherwise).

(c)  Default Interest.    Notwithstanding the rates of interest specified in clause (a) above or elsewhere herein, effective immediately upon the occurrence of an Event of Default arising pursuant to clauses (a) or (b) of Section 9.1 (Events of Default) and for as long thereafter as such Event of Default shall be continuing, the principal balance of all Loans and the amount of all other Obligations then due and payable shall bear interest at a rate that is two percent (2%) per annum in excess of the rate of interest applicable to such Loans or other Obligations from time to time.

(d)  Interest Act (Canada).    For purposes of the Interest Act (Canada), where in this Agreement a rate of interest is to be calculated on the basis of a year of 360 or 365 days, the yearly rate of interest to which the rate is equivalent is the rate multiplied by the number of days in the year for which the calculation is made and divided by 360 or 365, as applicable.

(e)  Criminal Interest Rate.    Notwithstanding any other provision of this Agreement, in no event shall aggregate “interest” (as that term is defined in Section 347 of the Criminal Code (Canada)) exceed the effective annual rate of interest on the “credit advanced” (as defined therein) lawfully permitted under Section 347 of the Criminal Code (Canada). The effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of Tranche C and, in the event of a dispute regarding compliance with Section 347 of the Criminal Code (Canada), a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent will be conclusive for the purposes of such determination.

SECTION 2.11   Conversion/Continuation Option

(a)  Each Borrower may elect (i) at any time on any Business Day to convert its Base Rate Loans (other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans and (ii) at the end of any applicable Interest Period, to convert its Eurocurrency Rate Loans denominated in Dollars or any portion thereof into Base Rate Loans or to continue any Eurocurrency Rate Loan or any portion thereof for an additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Rate Loans for each Interest Period must be in the amount that is not less than the applicable Minimum Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each Lender in accordance with such Lender’s Ratable Portion of the applicable Facility. Each such election shall be in substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a “Notice of Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three Business Days’ prior written notice specifying (A) the amount and type of Loan being converted or continued, (B) in the case of a conversion to or a continuation of Eurocurrency Rate Loans, the applicable Interest Period and (C) in the case of a conversion, the date of conversion.

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(b)  The Administrative Agent shall promptly notify each Lender of the Administrative Agent’s receipt of a Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the foregoing, (i) Loans denominated in Euros or Yen may not be converted to Base Rate Loans, (ii) no election of any Interest Period by any Borrower other than as consented to by the Administrative Agent and conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans shall be permitted at any time prior to the Syndication Completion Date and (iii) no conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans, no continuation in whole or in part of Eurocurrency Rate Loans denominated in Dollars upon the expiration of any applicable Interest Period, and no election of an Interest Period in excess of one month in respect of Eurocurrency Rate Loans denominated in Euros or Yen shall be permitted at any time at which (A) a Default or an Event of Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a Eurocurrency Rate Loan would violate any provision of Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans). If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive a Notice of Conversion or Continuation from the applicable Borrower containing a permitted election to continue any Eurocurrency Rate Loans for an additional Interest Period or to convert any such Loans, then, upon the expiration of the applicable Interest Period, Loans denominated in Dollars shall be automatically converted to Base Rate Loans and Loans denominated in Euros or Yen shall be automatically continued as Eurocurrency Loans with an Interest Period of one month. Each Notice of Conversion or Continuation shall be irrevocable.

SECTION 2.12   Fees

(a)  Unused Commitment Fee.    The (i) Company agrees to pay to each Dollar/Euro Revolving Credit Lender a commitment fee denominated in Dollars on the actual daily amount by which the Dollar/Euro Revolving Credit Commitment of such Lender exceeds such Lender’s Ratable Portion of the sum of (A) the outstanding principal amount of the Dollar/Euro Revolving Loans and (B) the aggregate outstanding amount of the Letter of Credit Obligations denominated in Dollars and Euros (the “Dollar/Euro Unused Commitment Fee”), and (ii) Japanese Borrower agrees to pay to each Yen Revolving Credit Lender a commitment fee denominated in Yen on the actual daily amount by which the Yen Revolving Credit Commitment of such Lender exceeds such Lender’s Ratable Portion of the Yen Revolving Credit Outstandings (the “Yen Unused Commitment Fee” and, together with the Dollar/Euro Unused Commitment Fee, the “Unused Commitment Fees”), in each case from the date hereof until the Revolving Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the tenth (10th) Business Day of each calendar quarter, commencing on the first such Business Day following the Closing Date and (y) on the Revolving Credit Termination Date in each case.

(b)  Letter of Credit Fees.    Each Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer:

(i)  to the Administrative Agent for the account of each Issuer of a Letter of Credit, with respect to each Letter of Credit issued by such Issuer, an issuance fee equal to 0.25% per annum of the maximum amount available from time to time to be drawn under such Letter of Credit, payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date;

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(ii)  to the Administrative Agent for the ratable benefit of the Dollar/Euro Revolving Credit Lenders (in the case of Letters of Credit issued in Dollars or Euros) and the Yen Revolving Credit Lenders (in the case of Letters of Credit issued in Yen) and, with respect to each Letter of Credit, a fee accruing at a rate per annum equal to the Applicable Margin for Revolving Loans that are Eurocurrency Rate Loans on the maximum amount available from time to time to be drawn under such Letter of Credit (in the case of any Letter of Credit denominated in a currency other than Dollars, based on the Dollar Equivalent of the average undrawn amount thereof), payable in arrears (A) on the first Business Day of each calendar quarter, commencing on the first such Business Day following the issuance of such Letter of Credit and (B) on the Revolving Credit Termination Date; provided, however, that during the continuance of an Event of Default, such fee shall be increased by two percent per annum and shall be payable on demand; and

(iii)  to the Issuer of any Letter of Credit, with respect to the Issuance, amendment or transfer of each Letter of Credit and each drawing made thereunder, documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in effect at the time of Issuance, amendment, transfer or drawing, as the case may be.

(c)  Additional Fees.    Each Borrower has agreed to pay to the Administrative Agent and the Arrangers additional fees, the amount and dates of payment of which are embodied in the Fee Letter.

SECTION 2.13   Payments and Computations

(a)  Each Borrower shall make each payment hereunder (including fees and expenses) not later than 11:00 a.m. (Local Time) on the day when due, to the Administrative Agent at its address referred to in Section 11.8 (Notices, Etc.) in immediately available funds without set-off or counterclaim. The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to the Lenders, in accordance with the application of payments set forth in clauses (f) or (g) below, as applicable, for the account of their respective Applicable Lending Offices; provided, however, that amounts payable pursuant to Section 2.15 (Capital Adequacy), 2.16 (Taxes) or 2.14(b)(ii) (Increased Costs) or (d) (Illegality) shall be paid only to the affected Lender or Lenders and amounts payable with respect to Swing Loans shall be paid only to the affected Swing Loan Lender. Payments received by the Administrative Agent after 11:00 a.m. (Local Time) shall be deemed to be received on the next Business Day.

(b)  All computations of interest and fees shall be made by the Administrative Agent on the basis of a year of 360 days, other than computations of interest for Base Rate Loans which shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest and fees are payable. Each determination by the Administrative Agent of an interest rate hereunder shall be prima facie evidence thereof.

(c)  Each payment by a Borrower in respect of any Loan or Reimbursement Obligation (including interest or fees in respect thereof (other than the Unused Commitment Fee)) shall be made in the currency in which such Loan was made or Letter of Credit issued.

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(d)  Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of any Eurocurrency Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding Business Day. All repayments of any Revolving Loans or Term Loans denominated in Dollars shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to repay such Loans outstanding as Eurocurrency Rate Loans, with those Eurocurrency Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring Interest Periods.

(e)  Unless the Administrative Agent shall have received notice from any Borrower to the Lenders prior to the date on which any payment is due hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that such Borrower shall not have made such payment in full to the Administrative Agent, each applicable Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon at the Interbank Rate, for the first Business Day, and, thereafter, at the rate applicable to Base Rate Loans, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent.

(f)  Subject to the provisions of clause (g) below (and except as otherwise provided in Section 2.9 (Mandatory Prepayments)), all payments and any other amounts received by the Administrative Agent from or for the benefit of any Borrower shall be applied as follows: first, to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced to such Borrower pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, second, to pay all other Secured Obligations then due and payable, and third, as the Company so designates. Payments in respect of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lenders in accordance with such Swing Loan Lender’s ratable portion of all Swing Loans; payments in respect of any Revolving Loan received by the Administrative Agent shall be distributed to each Revolving Credit Lender in accordance with such Lender’s Ratable Portion of the applicable Revolving Credit Commitments; payments in respect of any Term Loan received by the Administrative Agent shall be distributed to each Tranche A Lender, Tranche B Dollar Lender, Tranche B Euro Lender or Tranche C Lender in accordance with such Lender’s Ratable Portion of the applicable Term Loans; and all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions of the applicable Facility.

(g)  The Borrowers hereby irrevocably waive the right to direct the application of any and all payments in respect of the Secured Obligations and any proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agree that, if an Event of Default exists, the Administrative Agent may, and, upon either (A) the written direction of the Requisite Lenders or (B) the acceleration of the Obligations pursuant to Section 9.2 (Remedies),

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shall apply all payments in respect of any Secured Obligations and all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral in the following order, provided, that (x) to the extent practicable, as determined by the Administrative Agent in its sole discretion, payments made in any currency shall be applied first to Secured Obligations denominated in such currency and (y) payments received from any Loan Party shall be applied first to Secured Obligations owing by such Loan Party:

(i)     First, to pay interest on and then principal of any portion of the Revolving Loans that the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or any Borrower;

(ii)    Second, to pay interest on and then principal of any Swing Loan;

(iii)   Third, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Administrative Agent;

(iv)   Fourth, to pay Secured Obligations in respect of any expense reimbursements (excluding Reimbursement Obligations) or indemnities then due to the Lenders and the Issuers;

(v)    Fifth, to pay Secured Obligations in respect of any fees then due to the Administrative Agent and the Issuers;

(vi)   Sixth, to pay interest then due and payable in respect of the Loans and Reimbursement Obligations and fees then due to the Lenders;

(vii)  Seventh, to pay or prepay principal amounts on the Loans and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in the manner described in Section 9.3 (Actions in Respect of Letters of Credit), ratably to the aggregate principal amount of such Loans, Reimbursement Obligations and Letter of Credit Undrawn Amounts, Secured Obligations owing with respect to Joint Liabilities, and Secured Obligations owing with respect to Hedging Contracts and the Secured Obligations owing with respect to Cash Management Obligations; and

(viii)  Eighth, to the ratable payment of all other Secured Obligations;

provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described in any of clauses first, second, third, fourth, fifth, sixth, seventh, and eighth above, the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be allocated to the payment of the Secured Obligations specified in such clause ratably, based on the proportion of the Administrative Agent’s, each Lender’s or Issuer’s and each other Secured Party’s interest in the aggregate outstanding Secured Obligations described in such clauses. In providing for such allocation, the Administrative Agent shall be entitled to take into account the provisions of Section 11.7 (a) (Sharing of Payments, Etc.) and each Lender in any particular Facility that might otherwise be entitled, based on the particular Collateral serving the Secured Obligations under such Facility, to receive any greater proportion of the Collateral than the Lenders in any other Facility may be entitled to receive, shall be deemed to have made the purchases described in

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Section 11.7(a) (Sharing of Payments, Etc.) from such other Lenders such that, after giving effect to such purchases, each Lender's interest in the aggregate Outstandings is equal to such Lender’s Ratable Portion of the aggregate Outstandings at the time of such purchase. The order of priority set forth in clauses first, second, third, fourth, fifth, sixth, seventh, and eighth above may at any time and from time to time be changed by the agreement of the Super Majority Lenders without necessity of notice to or consent of or approval by the Borrowers, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses first, second, third, fourth and fifth above may be changed only with the prior written consent of the Administrative Agent in addition to the Super Majority Lenders.

(h)  At the option of the Administrative Agent and upon notice to the Company, (i) principal on the Swing Loans, Reimbursement Obligations denominated in Dollars or Euros, interest, fees, expenses and other sums due and payable in respect of the Loans denominated in Dollars or Euros may be paid from the proceeds of Swing Loans or Dollar/Euro Revolving Loans and (ii) principal on Reimbursement Obligations denominated in Yen, interest, fees, expenses and other sums due and payable in respect of the Loans denominated in Yen may be paid from the proceeds of Yen Revolving Loans. The Borrowers hereby authorize each Swing Loan Lender to make Swing Loans pursuant to Section 2.3(a) (Swing Loans) and the Revolving Credit Lenders to make Revolving Loans pursuant to Section 2.2 (a) (Revolving Credit Borrowings) from time to time in such Swing Loan Lender’s or such Revolving Credit Lender’s discretion, that are in the amounts of any and all principal payable with respect to the Swing Loans and interest, fees, expenses and other sums payable in respect of the Revolving Loans, and further authorizes the Administrative Agent to give the Revolving Credit Lenders notice of any Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of such Swing Loans and Revolving Loans to pay such amounts. The Borrowers agree that all such Swing Loans and Revolving Loans so made shall be deemed to have been requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit), which conditions the applicable Revolving Credit Lenders irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.

SECTION 2.14  Special Provisions Governing Eurocurrency Rate Loans

(a)  Determination of Interest Rate.    The Eurocurrency Rate for each Interest Period for Eurocurrency Rate Loans shall be determined by the Administrative Agent pursuant to the procedures set forth in the definition of “Eurocurrency Rate.” The Administrative Agent’s determination shall be presumed to be prima facie evidence thereof.

(b)  Interest Rate Unascertainable, Inadequate or Unfair.    If (i) the Administrative Agent determines that adequate and fair means do not exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate then being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the Lenders of making or maintaining such Loans in the applicable currency for such Interest Period, the Administrative Agent shall forthwith so notify the Borrowers and the Lenders, whereupon:

(i)  each Eurocurrency Rate Loan denominated in Dollars or Euros (other than the Tranche B Euro Loans) shall automatically, on the last day of the current Interest Period for such Loan, convert into a Base Rate Loan denominated in Dollars (regardless of the currency of such Loan) and the obligations of the Lenders to make Eurocurrency Rate Loans denominated in Dollars or Euros or to convert Base Rate Loans

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denominated in Dollars into Eurocurrency Rate Loans shall be suspended until the Administrative Agent shall notify the Borrowers that the Requisite Lenders have determined that the circumstances causing such suspension no longer exist; and

(ii)  with respect to Yen Revolving Loans and Tranche B Euro Loans, the Company and the Administrative Agent shall negotiate in good faith for a period not exceeding thirty (30) days in order to agree upon a suitable alternative basis to be applied in respect of the relevant Interest Period. If within that thirty (30) day period the Borrowers and the Administrative Agent (on behalf of the applicable Lenders and with the prior written consent of each affected Lender) shall agree in writing upon a suitable alternative basis, such suitable alternative basis shall be retroactive to and effective from the first day of the relevant Interest Period. If the Borrowers and the Administrative Agent fail to agree in writing upon a suitable alternative basis within the thirty (30) day period the rate of interest applicable to the Yen Revolving Loans or Tranche B Euro Loans, as the case may be, during such Interest Period shall be determined as being the cost of the applicable Lenders raising funds in an amount comparable to such Loans for a period equal to the Interest Period from sources in the Tokyo (in the case of Yen Revolving Loans) or London (in the case of Tranche B Euro Loans) interbank market plus the Applicable Margin; provided, however, that the Borrowers may, at any time within sixty (60) days after the expiry of such thirty (30) day negotiation period and by giving at least fourteen (14) days prior notice to the Administrative Agent, prepay the Yen Revolving Loans or the Euro Tranche B Loans, as the case may be, in full (but not part) together with (i) interest thereon accrued from and including the first day of the current Interest Period to but excluding the date of such prepayment at the rate as shall be determined as being the cost of the Lenders raising funds in an amount comparable to such Eurocurrency Loans for a period equal to that Interest Period from sources in the applicable interbank market plus the Applicable Margin and (ii) all actual costs, losses and expenses incurred by each applicable Lender as a consequence of such prepayment as such Lender may determine in its reasonable discretion (including, without limitation, costs, losses and expenses arising from the re-employment of funds at rates lower than the rates of interest on such Loans; provided, that such rates shall be no lower than the then average market rates for loans to similarly situated borrowers, or arising out of any funds borrowed by the Lender for the purpose of making, maintaining or funding its Commitment).

(c)  Increased Costs.    If either (i) the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements included in determining the Eurocurrency Rate) or (ii) the compliance by such Lender with any guideline, request or directive from any central bank or other Governmental Authority (whether or not having the force of law), shall have the effect of increasing the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans (other than, in respect of payments to be made to any Lender or the Administrative Agent, any such increased costs resulting from taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto (as to which Section 2.16 (Taxes) shall govern), then the Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrowers and the Administrative Agent by such Lender, shall be prima facie evidence thereof.

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No Borrower shall be required to compensate any Lender pursuant to this clause (c) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and the Company of the events giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided, however, that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(d)  Illegality.    Notwithstanding any other provision of this Agreement, if any Lender determines that the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurocurrency Lending Office to make Eurocurrency Rate Loans or to continue to fund or maintain Eurocurrency Rate Loans, then, on notice thereof and demand therefor by such Lender to the Borrowers through the Administrative Agent,

(i)  the obligation of such Lender to make or to continue Eurocurrency Rate Loans denominated in Dollars or Euros (other than the Tranche B Euro Loans) and to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended, and each such Lender shall make a Base Rate Loan as part of any requested Borrowing of Eurocurrency Rate Loans denominated in Dollars or Euros (other than the Tranche B Euro Loans), and if the affected Eurocurrency Rate Loans are then outstanding, the applicable Borrower shall immediately convert each such Loan into a Base Rate Loan denominated in Dollars (regardless of the currency of such Loan); and

(ii)  with respect to Yen Revolving Loans and Tranche B Euro Loans, the provisions of clause (b) of this Section 2.14 above shall apply.

If, at any time after a Lender gives notice under this Section 2.14(d), such Lender determines that it may lawfully make Eurocurrency Rate Loans, such Lender shall promptly give notice of that determination to the Borrowers and the Administrative Agent, and the Administrative Agent shall promptly transmit the notice to each other Lender. The Borrowers’ right to request, and such Lender’s obligation, if any, to make Eurocurrency Rate Loans in the affected currency shall thereupon be restored.

(e)  Breakage Costs.    In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.10(Interest), the Borrowers shall compensate each Lender, upon demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Lender’s Eurocurrency Rate Loans to the Borrowers but excluding any loss of the Applicable Margin on the relevant Loans) that such Lender may sustain (other than resulting from the gross negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction in a final non-appealable judgment or order) (i) if for any reason a proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans does not occur on a date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a successive Interest Period does not commence after notice therefor is given pursuant to Section 2.11 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan is prepaid (including mandatorily pursuant to Section 2.9 (Mandatory Prepayments)) on a date that is not the last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a Eurocurrency Rate Loan to a Base Rate Loan as a result of any of the events indicated in

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clause (d) above or (iv) as a consequence of any failure by the Borrowers to repay Eurocurrency Rate Loans when required by the terms hereof. The Lender making demand for such compensation shall deliver to the Borrowers concurrently with such demand a written statement as to such losses, expenses and liabilities, and this statement shall be prima facie evidence thereof.

SECTION 2.15   Capital Adequacy

If at any time any Lender determines that (a) the introduction of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order after the date of this Agreement regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order issued after the Closing Date or (c) compliance with any guideline or request or directive from any central bank or other Governmental Authority (having the force of law) issued after the Closing Date shall have the effect of reducing the rate of return on such Lender’s (or any corporation controlling such Lender’s) capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change, compliance or interpretation, then, upon demand from time to time by such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to such amounts submitted to the Borrowers and the Administrative Agent by such Lender shall be prima facie evidence thereof. No Borrower shall be required to compensate any Lender pursuant to this clause (c) for any increased costs incurred more than 180 days prior to the date that such Lender notifies the Administrative Agent and the Company of the events giving rise to such increased costs and of such Lender’s intention to claim compensation therefor; provided, however, that if the events giving rise to such increased costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.16   Taxes

(a)  Any and all payments or crediting of amounts by any Loan Party under each Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, surtaxes, duties, fees, assessments, dues, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto excluding (i) in the case of each Lender, each Issuer and the Administrative Agent (A) taxes imposed on its net income, and capital and franchise taxes imposed on it by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender, Issuer or the Administrative Agent (as the case may be) is organized and (B) any United States, Canadian, Dutch or Japanese withholding taxes payable with respect to payments or crediting of amounts under the Loan Documents under laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of an Eligible Assignee, the date of the Assignment and Acceptance) applicable to such Lender, Issuer or the Administrative Agent, as the case may be, but not excluding any United States, Canadian, Dutch or Japanese withholding taxes payable as a result of any change in such laws occurring after the Closing Date (or the date of such Assignment and Acceptance, as applicable) and (ii) in the case of the Administrative Agent, each Lender and Issuer, taxes imposed on its net income, and capital and franchise taxes imposed on it as a result of a present or former connection between the Administrative Agent, such Lender or Issuer and the jurisdiction of the Government Authority imposing such tax or any taxing authority thereof or therein (all such non-excluded taxes, surtaxes, duties, fees, assessments, dues, levies, imposts, deductions, charges, withholdings and

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liabilities being hereinafter referred to as “Taxes” ). If any Taxes shall be required by law to be deducted from or in respect of any sum payable under any Loan Document to any Lender, Issuer or the Administrative Agent (w) the sum payable shall be increased as may be necessary so that after making all required deductions in respect of Taxes (including deductions applicable to additional sums payable under this Section 2.16) such Lender, Issuer or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (x) the relevant Loan Party shall make such deductions, (y) the relevant Loan Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law and (z) the relevant Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt evidencing such payment or other evidence of payment reasonably acceptable to such Lender, Issuer or the Administrative Agent, as the case may be.

(b)  In addition, each Loan Party shall pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies of the United States, any applicable foreign jurisdiction, or any political subdivision thereof and all liabilities with respect thereto, in each case arising from any payment made under any Loan Document or from the execution, delivery or registration of, or otherwise with respect to, any Loan Document (collectively, “Other Taxes”).

(c)  Each Loan Party shall indemnify each Lender, Issuer and the Administrative Agent for the full amount of Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.16) paid by such Lender, Issuer or the Administrative Agent (as the case may be) and any liability (including for penalties, interest and expenses) that arise from any payment made or crediting of amounts hereunder or from the execution, delivery or performance of, or otherwise with respect to, any Loan Document whether or not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date such Lender, Issuer or the Administrative Agent (as the case may be) makes written demand therefor.

(d)  Within 30 days after the date of any payment made by a Loan Party of Taxes or Other Taxes pursuant to the indemnity set forth in clause (c) above (other than by way of reimbursement directly paid to the Administrative Agent or a Lender), the relevant Loan Party shall furnish to the Administrative Agent, at its address referred to in Section 11.8 (Notices, Etc.), the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment thereof reasonably acceptable to the Administrative Agent.

(e)  Without prejudice to the survival of any other agreement of the Borrowers, each Lender, each Issuer and the Administrative Agent hereunder, the agreements and obligations of the Loan Party contained in this Section 2.16 shall survive the payment in full of the Secured Obligations.

(f)  On or prior to the Closing Date in the case of each Non-U.S. Lender that makes a Loan to the Company and any other Lender that is not a corporation that is a signatory hereto, and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender to the Company in the case of each other Non-U.S. Lender and any other Lender that is not a corporation and from time to time thereafter if requested by the Borrowers or the Administrative Agent, each Non-U.S. Lender and any other Lender that is not a corporation that is entitled at such time to an exemption from United States withholding tax, or that is subject to such tax at a reduced rate under an applicable tax treaty, shall provide the Administrative Agent and the

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Borrowers with two completed originals of one of the following: (i) Form W-9 (claiming that the Lender is a United States person as defined in Section 7701(a)(30) of the Code) (or any successor form), (ii) Form W-8ECI (claiming exemption from withholding because the income is effectively connected with a U.S. trade or business) (or any successor form), (iii) Form W-8BEN (claiming exemption from, or a reduction of, withholding tax under an income tax treaty) (or any successor form), (iv) in the case of a Non-U.S. Lender claiming exemption under Sections 871(h) or 881(c) of the Code, a Form W-8BEN (claiming exemption from withholding under the portfolio interest exemption) (or any successor form) or (v) any other applicable form, certificate or document prescribed by the IRS certifying as to such Non-U.S. Lender or such other non corporate Lender's entitlement to such exemption from United States withholding tax or reduced rate with respect to all payments to be made under the Loan Documents to such Non-U.S. Lender or any other Lender that is not a corporation. Unless the Borrowers and the Administrative Agent have timely received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender or any other Lender that is not a corporation are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrowers or the Administrative Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this Section 2.16, no Loan Party shall be required to increase a payment to a Lender, Issuer or the Administrative Agent in respect of Taxes pursuant to clause (a) above or to indemnify a Lender, Issuer or the Administrative Agent pursuant to clause (c) above where the Loans Party’s obligations pursuant to clause (a) or (c) arise as a result of the Lender, Issuer or the Administrative Agent’s failure to provide the Loan Party with any form or certificate that it was required to provide pursuant to this clause (f).

(g)  Any Lender or Issuer claiming any additional amounts payable pursuant to this Section 2.16 shall use its reasonable and good faith efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts which would be payable or may thereafter accrue and would not, in the sole determination of such Lender or Issuer exercised reasonably, be otherwise disadvantageous to such Lender or Issuer.

(h)  If a Lender or the Administrative Agent determines in its sole discretion exercised reasonably that it has received or has been granted a credit against, or remission for, or a refund or a repayment of any Taxes (i) as a result of a Loan Party’s deduction and payment to a taxing authority of an amount pursuant to clause (a) above or (ii) with respect to which a Loan Party has paid an amount to a Lender or the Administrative Agent pursuant to clause (c) above, then the Lender or the Administrative Agent shall, within 30 days, pay the Loan Party the lesser of (y) the credit, remission, refund or repayment of Taxes received or granted and (z) the amount paid by the Loan Party pursuant to this Section 2.16.

SECTION 2.17   Substitution of Lenders    If (a)(i) any Lender makes a claim under Section 2.14(b)(ii) (Interest Rate Unascertainable, Inadequate or Unfair) or 2.15 (Capital Adequacy), (ii) it becomes illegal for any Lender to continue to fund or make any Eurocurrency Rate Loan and such Lender notifies the Borrowers pursuant to Section 2.14(d) (Illegality), (iii) the Borrowers are required to make any payment pursuant to Section 2.16 (Taxes) that is attributable to a particular Lender or (iv) any Lender becomes a Non-Funding Lender, (b) in the case of clause (a)(i) above, as a consequence of increased costs in respect of which such claim is made, the effective rate of interest payable to such Lender under this Agreement with respect to its

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Loans materially exceeds the effective average annual rate of interest payable to the Requisite Lenders under this Agreement and (c) Lenders holding at least 66 ²/3% of the Commitments in the applicable Facility are not subject to such increased costs or illegality, payment or proceedings (any such Lender, an “Affected Lender”), the Borrowers may substitute another financial institution for such Affected Lender hereunder, upon reasonable prior written notice (which written notice must be given within 90 days following the occurrence of any of the events described in clauses (a)(i), (ii), (iii) or (iv) above) by the Borrowers to the Administrative Agent and the Affected Lender that the Borrowers intend to make such substitution, which substitute financial institution must be an Eligible Assignee and, if not a Lender, reasonably acceptable to the Administrative Agent; provided, however, that, if more than one Lender claims increased costs, illegality or right to payment arising from the same act or condition and such claims are received by the Borrowers within 30 days of each other, then the Borrowers may substitute all, but not (except to the extent the Borrowers have already substituted one of such Affected Lenders before the Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims. If the proposed substitute financial institution or other entity is reasonably acceptable to the Administrative Agent and the written notice was properly issued under this Section 2.17, the Affected Lender shall sell and the substitute financial institution or other entity shall purchase, pursuant to an Assignment and Acceptance, all rights and claims of such Affected Lender under the Loan Documents and the substitute financial institution or other entity shall assume and the Affected Lender shall be relieved of its Commitments and all other prior unperformed obligations of the Affected Lender under the Loan Documents (other than in respect of any damages (other than exemplary or punitive damages, to the extent permitted by applicable law) in respect of any such unperformed obligations) and the provisions of Section 11.2 (Assignments and Participations) applicable to assignees thereunder shall apply to any assignee under this Section 2.17.

ARTICLE III

CONDITIONS TO LOANS AND LETTERS OF CREDIT

SECTION 3.1   Conditions Precedent to Initial Loans and Letters of Credit

The obligation of each Lender to make the Loans requested to be made by it on the Closing Date and the obligation of each Issuer to Issue Letters of Credit on the Closing Date is subject to the satisfaction or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.) of each of the following conditions precedent:

(a)  Certain Documents.    The Administrative Agent shall have received on the Closing Date each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:

(i)  this Agreement, duly executed and delivered by the Borrowers and, for the account of each Lender requesting the same, a Note or Notes of each Borrower conforming to the requirements set forth herein;

(ii)  each Guaranty set forth on Schedule 3.1(a)(ii) (Guarantees), duly executed and delivered by each Guarantor as set forth on Schedule 3.1(a)(ii) (Guarantees) opposite such Guaranty; and

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(iii)  each Pledge and Security Agreement set forth on Schedule 3.1(a)(iii) (Pledge and Security Agreements), duly executed and delivered by each Loan Party as set forth on Schedule 3.1(a)(iii) (Pledge and Security Agreements) opposite such Pledge and Security Agreement and, in the case of Intercompany Pledge and Security Agreements, collaterally assigned in favor of the Administrative Agent, together with each of the following:

(A)  evidence satisfactory to the Administrative Agent that, upon the filing and recording of instruments delivered at the Closing, the Administrative Agent (for the benefit of the Secured Parties) shall have a valid and perfected first priority security interest in the Collateral, including (x) such documents duly executed by each such Loan Party as the Administrative Agent may request with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC (and comparable Requirements of Law in Material Jurisdictions)), patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office (and in comparable government offices in Material Jurisdictions), as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by the applicable Pledge and Security Agreement) and (y) copies of UCC search reports (and comparable search reports in Material Jurisdictions) as of a recent date listing all effective financing statements that name any Material Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those that shall be terminated on the Closing Date or permitted pursuant to Section 8.2 (Liens));

(B)  share certificates representing all of certificated Pledged Stock being pledged pursuant to such Pledge and Security Agreement and stock powers for such share certificates executed in blank;

(C)  all instruments representing Pledged Notes, including all Intercompany Notes set forth on Schedule 8.3(e) (Existing Intercompany Loans) and the notes set forth on Schedule 8.3(f) (Existing Loans to non-Wholly Owned Subsidiaries), being pledged pursuant to such Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or in blank;

(D)  all Intercompany Guarantees set forth on Schedule 3.1 (c) (Intercompany Guarantees) duly executed by the respective Intercompany Guarantor, and collaterally assigned in favor of the Administrative Agent;

(E)  all Intercompany Collateral Documents, duly executed and delivered by each respective Loan Party, and collaterally assigned in favor of the Administrative Agent;

(iv)  each Mortgage set forth on Schedule 3.1(a)(iv) duly executed and delivered by each Loan Party or Loan Party named as a party thereto and, in the case of the Intercompany Mortgages, collaterally assigned in favor of the Administrative Agent, in each case together with (x) title insurance policies (or, with respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), current as-built surveys (or, with

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respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), zoning letters and certificates of occupancy (or, with respect to real estate located outside the United States, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), to the extent required by applicable law or deemed reasonably necessary by local counsel to the Lenders, appraisals, satisfactory in form and substance to the Agents, from an appraiser satisfactory to the Agents, in each case satisfactory in form and substance to the Agents, in their joint discretion, (y) to the extent applicable, evidence that the recording of counterparts of such Mortgages in the recording offices specified in such Mortgages will create a valid and enforceable first priority lien (subject only to Liens permitted by Section 8.2) (Liens) on property described therein in favor of the Administrative Agent for the benefit of the Secured Parties (or in favor of such other trustee as may be required or desired under local law), and (z) an opinion of counsel in each place in which any Mortgage is to be recorded in form and substance and from counsel satisfactory to the Administrative Agent;

(v)  a favorable opinion of (A) Jones, Day, Reavis & Pogue, U.S. counsel to the Loan Parties, in substantially the form of Exhibit G-1 (Form of U.S Opinion of Counsel for the Loan Parties), (B) Maples & Calder, Cayman Islands counsel to the Loan Parties, in substantially the form of Exhibit G-2 (Form of Opinion of Cayman Counsel for the Loan Parties), (C) Osler Hoskin & Harcourt LLP, Canadian counsel to the Loan Parties, in substantially the form of Exhibit G-3 (Form of Opinion of Canadian Counsel for the Loan Parties), (D) Loyens & Loeff, Dutch counsel to the Loan Parties, in substantially the form of Exhibit G-4 (Form of Opinion of Dutch Counsel for the Loan Parties), (E) Jones, Day, Reavis & Pogue, Japanese counsel to the Loan Parties, in substantially the form of Exhibit G-5 (Form of Opinion of Japanese Counsel for the Loan Parties), (F) counsel to the Loan Parties in each other Material Jurisdiction, in form and substance satisfactory to the Administrative Agent, in each case addressed to the Administrative Agent and the Lenders and addressing such other matters as any Lender through the Administrative Agent may reasonably request and (F) counsel to the Administrative Agent as to the enforceability of this Agreement and the other Loan Documents to be executed on the Closing Date;

(vi)  a copy of each Related Document, the Housemark License Agreement and each Disclosure Document in each case on terms and conditions satisfactory to the Administrative Agent and certified as being complete and correct by a Responsible Officer of the Company;

(vii)  a copy of the articles or certificate of incorporation (or equivalent Constituent Document) of each Material Loan Party, certified as of a recent date by the Secretary of State (or local equivalent, if applicable) of its jurisdiction of organization of such Material Loan Party, together with certificates of such official attesting to the good standing (or local equivalent, if any) of each such Material Loan Party;

(viii) a certificate of the Secretary or an Assistant Secretary of each Material Loan Party certifying (A) the names and true signatures of each officer of such Material Loan Party who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Material Loan Party, (B) the by-laws (or equivalent Constituent Document) of such

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Material Loan Party, as in effect on the date of such certification, (C) the resolutions of such Material Loan Party’s Board of Directors (or equivalent governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of such Material Loan Party from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to clause (vii) above;

(ix)  a certificate of a Responsible Officer of Holdings certifying that Holdings, together with its Subsidiaries, taken as a whole, are Solvent after giving effect to the Loans made, and Letters of Credit Issued, on the Closing Date, the Intercompany Loans, the Transactions, the application of the proceeds thereof in accordance with Section 7.9 (Application of Proceeds) and the payment of all estimated legal, accounting and other fees related hereto and thereto;

(x)  a certificate of:

(A)  a Responsible Officer of each Borrower certifying that (x) the condition set forth in Section 3.2(b) (Representations and Warranties; No Defaults) has been satisfied and (y) no litigation shall have been commenced against any JD Entity could reasonably be expected to have a Material Adverse Effect;

(B)  a Responsible Officer of the Company certifying that it has received not less than the Dollar Equivalent of $400,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes in a public offering or in a Rule 144A or other private placement;

(C)  a Responsible Officer of Holdings certifying that it has received not less than (i) $300,000,000 in gross cash proceeds from the Unilever Subscription Payment and (ii) $25,000,000 in gross cash proceeds from the Shareholder Equity Investment and has issued the Seller Notes; and

(D)  a Responsible Officer of the Company certifying that the aggregate value of the total assets that constitute Collateral owned by each Material Loan Party, as of the Closing Date, is not less than such Material Loan Party’s aggregate obligations under the Intercompany Notes to which it is a party.

(xi)  reasonably satisfactory evidence that all loans outstanding under, and all other amounts due in respect of, the Indebtedness to be Paid shall have been repaid in full (or reasonably satisfactory arrangements made for such repayment), the commitments thereunder shall have been terminated (or reasonably satisfactory arrangements made for such termination), and all related guarantees and security interests, shall have been assigned to the Administrative Agent or terminated (or provision reasonably satisfactory to the Administrative Agent shall have been made for their termination).

(xii)  evidence satisfactory to the Administrative Agent that the insurance policies required by Section 7.5 (Maintenance of Insurance) and any Collateral

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Document are in full force and effect, together with endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee under all insurance policies to be maintained with respect to the properties of Holdings, the Company and its Subsidiaries; and

(xiii)  such other certificates, documents, agreements and information respecting any JD Entity as any Lender through the Administrative Agent may reasonably request.

(b)  Pro forma Financial Statements.    The Lenders shall have received (i) consolidated balance sheets of the Company, giving effect to the Transactions on a Pro Forma Basis, as of September 28, 2001 and as of December 31, 2001 (which balance sheets shall reflect the financial position of the Acquired Business as of each such date on a Pro Forma Basis), and (ii) consolidated statements of income for the fiscal period ended September 28, 2001 and for the twelve-months ended December 31, 2001, in each case after giving effect to the Transactions on a Pro Forma Basis (which financial statements shall reflect the results of operations of the Acquired Business for the corresponding period on a Pro Forma Basis), together with a certificate of a Responsible Officer of the Company to the effect that such statements accurately present the financial position of the Company and its Subsidiaries (including the Acquired Business) on a Pro Forma Basis.

(c)  Fee and Expenses Paid.    There shall have been paid to the Administrative Agent, for the account of the Administrative Agent, the Arrangers and the Lenders, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Closing Date (including all such fees described in the Fee Letter).

(d)  Acquisition.    The Agents shall be satisfied that (a) there shall not have been any material change from that disclosed to the Arrangers prior to November 20, 2001 in the legal, capital and ownership structure of any Loan Party or any material change or additions to the terms and conditions of the Acquisition Agreement (including the schedules and exhibits thereto), and any agreement relating thereto, from those contained in the Acquisition Agreement and related documents delivered to the Arrangers by the Company on or prior to March 18, 2002 or otherwise on terms and conditions reasonably satisfactory to the Agents and (b) the Acquisition shall have been consummated (i) on the structure, terms and conditions so disclosed, and no material provision thereof shall have been waived, amended, supplemented or otherwise modified without the consent of the Agents (which consent shall not be unreasonably withheld or delayed) and (ii) in accordance with all material Requirements of Law.

(e)  Consents, Etc.    Each JD Entity shall have received all consents and authorizations required pursuant to any material Contractual Obligation with any other Person and shall have obtained all consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, in each case, as may be necessary to allow each JD Entity (i) to execute, deliver and perform, in all material respects, their respective obligations hereunder and under the Loan Documents and the Related Documents to which each of them, respectively, is, or shall be, a party and each other agreement or instrument to be executed and delivered by each of them, respectively, pursuant thereto or in connection therewith, (ii) to create and perfect the Liens on the Collateral to be owned by each of them in the manner and for the purpose contemplated by the Loan Documents and (iii) to consummate the Transactions. Other than with respect to any Delayed Closing and the consent of COFECO, (the Mexican antitrust Governmental Authority) solely with respect to the acquisition of the Acquired Business located

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in, or incorporated under, the laws of Mexico, the waiting period (and any extension thereof) applicable to the consummation of the Acquisition under the Hart Scott Rodino Antitrust Improvements Act of 1976 and each equivalent antitrust legislation applicable in any Material Jurisdiction shall have expired or been terminated without any action being taken by any Governmental Authority adverse to the consummation of the Acquisition.

(f)  Funds Flow Statement.    The Company shall have delivered, not less than 3 days prior to the Closing Date, to the Administrative Agent an executed statement of funds flow, authorizing the flow of funds necessary to consummate the Transactions.

SECTION 3.2   Conditions Precedent to Each Loan and Letter of Credit

The obligation of each Lender on any date (including the Closing Date) to make any Loan and of each Issuer on any date (including the Closing Date) to Issue any Letter of Credit is subject to the satisfaction of each of the following conditions precedent:

(a)  Request for Borrowing or Issuance of Letter of Credit.    With respect to any Loan, the Administrative Agent shall have received a duly executed Notice of Borrowing (or, in the case of Swing Loans, a duly executed Swing Loan Request), and, with respect to any Letter of Credit, the Administrative Agent and the Issuer shall have received a duly executed Letter of Credit Request.

(b)  Representations and Warranties; No Defaults.    The following statements shall be true on the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of any Loan, to the application of the proceeds therefrom:

(i)  the representations and warranties set forth in Article IV (Representations And Warranties) and in the other Loan Documents shall be true and correct on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date and except that the representations and warranties made in Section 4.12 (Environmental Matters) shall be true and correct in all material respects except for any exceptions thereto that would not be reasonably expected to result in Environmental Liabilities and Costs that would have a Material Adverse Effect;

(ii)  no Default or Event of Default shall have occurred and be continuing; and

(iii)  the Company shall have a Leverage Ratio, determined as of the last day of the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) on a pro forma basis after giving effect to the proposed Borrowing, of not more than the maximum ratio set forth in Section 5.1 (Maximum Leverage Ratio) for such Financial Covenant Period.

(c)  No Legal Impediments.    The making of the Loans or the Issuance of such Letter of Credit on such date does not violate any Requirement of Law on the date of or

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immediately following such Loan or Issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or permanently.

Each submission by a Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by such Borrower of the proceeds of each Loan requested therein, and each submission by a Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by Holdings and all Borrowers as to the matters specified in clause (b) above on the date of the making of such Loan or the Issuance of such Letter of Credit.

SECTION 3.3   Determinations of Initial Borrowing Conditions

For purposes of determining compliance with the conditions specified in Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), each Lender shall be deemed to have consented to, approved, accepted or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received written notice from such Lender prior to the initial Borrowing or Issuance hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Issuers and the Administrative Agent to enter into this Agreement, each of Holdings and the Borrowers represents and warrants each of the following to the Lenders, the Issuers and the Administrative Agent, on and as of the Closing Date, after giving effect to the Acquisition and the making of the Loans and the other financial accommodations on the Closing Date, and on and as of each date as required by Section 3.2(b)(i) (Representations and Warranties; No Defaults):

SECTION 4.1   Organization, Good Standing, Power, Etc.    Each Loan Party (a) is validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (b) is duly qualified to do business and is in good standing (if applicable) under the laws of each jurisdiction where such qualification is necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect in the aggregate over all such failures, (c) has all requisite power and authority and the legal right to own, pledge, mortgage and operate its properties, to lease the property it operates under lease and to conduct its business as now or currently proposed to be conducted, and (d) is in compliance with its Constituent Documents.

SECTION 4.2  Capitalization of the Loan Parties

(a)  All of the outstanding capital stock of Holdings has been validly issued, is fully paid and non-assessable; (i) 3,920 shares of Class A common stock are owned beneficially and of record by Commercial Markets Holdco, Inc, and (ii) 1,960 shares of Class B common stock are owned beneficially and of record by a member of Unilever Group, in each case, free and clear of all Liens.

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(b)  The authorized capital stock of the Company consists of (i) 200,000 shares of common stock, $1.00 par value per share, of which 24,422 shares are issued and outstanding, (ii) 1,000 shares of Series A preferred stock, of which none are issued and outstanding and (iii) 1,000 shares of Series B preferred stock, of which none are issued and outstanding. All of the outstanding capital stock of the Company has been validly issued, is fully paid and non-assessable and is owned beneficially and of record by Holdings (other than the Consumer Share), free and clear of all Liens other than the Lien in favor of the Secured Parties created by a Pledge and Security Agreement. No Stock of the Company is subject to any option, warrant, right of conversion or purchase or any similar right. There are no agreements or understandings to which the Company is a party with respect to the voting, sale or transfer of any shares of Stock of the Company or any agreement restricting the transfer or hypothecation of any such shares.

(c)  Set forth on Schedule 4.2 (Ownership of Subsidiaries) is a complete and accurate list showing, as of the Closing Date, all Subsidiaries of the Company and, as to each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of Stock authorized (if applicable), the number outstanding on the Closing Date and the number and percentage of the outstanding shares of each such class owned (directly or indirectly) by the Company and specifying whether such Subsidiary is a Material Subsidiary. No Stock of any Subsidiary of the Company is subject to any outstanding option, warrant, right of conversion or purchase or any similar right. All of the outstanding Stock of each JD Entity owned (directly or indirectly) by the Company has been validly issued, is fully paid and non-assessable (to the extent applicable) and is owned by the Company or a Subsidiary of the Company, free and clear of all Liens (other than the Lien that is in favor of the Secured Parties or that has been collaterally assigned to the Secured Parties and that was created pursuant to a Loan Document), options, warrants, rights of conversion or purchase or any similar rights. Neither the Company nor any Subsidiary of the Company is a party to, or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any Subsidiary of the Company (other than Holdings under the Stockholders Agreement and the Related Documents), other than the Loan Documents. No JD Entity owns or holds, directly or indirectly, any Stock of any Person other than such Subsidiaries and Investments permitted by Section 8.3 (Investments). Each Material Subsidiary is a direct or indirect Wholly Owned Subsidiary of the Company and is a direct Wholly Owned Subsidiary of a Material Loan Party.

(d)  Holdings does not have any direct or indirect, record or beneficial interest in any Person other than its direct and indirect, record and beneficial ownership of the Stock of the Company and its Subsidiaries and no Finance Subsidiary or Securitization Subsidiary has any direct or indirect, record or beneficial interest in any Person.

SECTION 4.3   Corporate Power; Authorization; Enforceable Obligations

(a)  The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the consummation of the transactions contemplated thereby:

(i)  are within such Loan Party’s corporate, limited liability company, partnership or other powers;

(ii)  have been or, at the time of delivery thereof pursuant to Article III (Conditions To Loans And Letters Of Credit) will have been duly authorized by all necessary action, including the consent of shareholders, partners and members where required;

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(iii)  do not and will not (A) contravene such Loan Party’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any order or decree of any Governmental Authority or arbitrator applicable to such Loan Party, (C) conflict with or result in the breach of, or constitute a default under, or result in or permit the termination or acceleration of, any material Contractual Obligation of such Loan Party or any of its Subsidiaries or (D) result in the creation or imposition of any Lien upon any property of such Loan Party or any of its Subsidiaries, other than those in favor of, or collaterally assigned to, the Secured Parties, as the case may be, pursuant to the Collateral Documents or the Intercompany Collateral Documents; and

(iv)  do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority or any other Person, other than (A) those that have been or will be, prior to the Closing Date, obtained or made, and each of which on the Closing Date will be in full force and effect, (B) with respect to the Collateral, filings required to perfect the Liens created by the Collateral Documents and the Intercompany Collateral Documents and (C) those the failure of which to obtain could not reasonably be expected to result in a Material Adverse Effect.

(b)  This Agreement has been, and each of the other Loan Documents will have been upon delivery thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder, the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms.

SECTION 4.4   Financial Statements and Other Information

(a)  The consolidated balance sheet of the Company and its Subsidiaries (other than the Acquired Business) as at July 2, 1999, June 30, 2000, June 29, 2001 and December 28, 2001 and the related consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries (other than the Acquired Business) for the fiscal year then ended, certified by the Company’s Accountants and any consolidated balance sheets of the Company and its Subsidiaries for the completed fiscal months since December 28, 2001, and the related consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such fiscal months, copies of which have been furnished to the Lenders, fairly present, subject, in the case of said balance sheets for each completed fiscal month since December 28 2001, and said statements of income, retained earnings and cash flows for such months, to the absence of footnote disclosure and normal recurring year-end audit adjustments, fairly present the consolidated financial condition of each the Company and its Subsidiaries (other than the Acquired Business) as at such dates and the consolidated results of the operations of each the Company and its Subsidiaries (other than the Acquired Business) for the period ended on such dates, and, other than in the case of the monthly financial statements, all in conformity with GAAP.

(b)  The consolidated balance sheet of the Acquired Business as at December 31, 1998, December 31, 1999, December 31, 2000 and December 31, 2001, and the related consolidated statements of income, retained earnings and cash flows of the Acquired Business for the fiscal year then ended, certified by PricewaterhouseCoopers, and any management accounts of the Acquired Business for the completed fiscal months since December 31, 2001, copies of

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which have been furnished to each Lender, fairly present, subject, in the case of said management accounts for each completed fiscal month since December 31, 2001, to the absence of footnote disclosure and normal recurring year-end audit adjustments, fairly present the consolidated financial condition of each the Acquired Business as at such dates and the consolidated results of the operations of each the Acquired Business for the period ended on such dates, and, other than in the case of the monthly financial statements, all prepared in conformity with the accounting principles stated therein.

(c)  Neither Holdings nor any of its Subsidiaries has any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto or otherwise permitted by this Agreement.

(d)  The Projections have been prepared by the Company in light of the past operations of its business, and reflect projections for the eight year period beginning on December 29, 2001, on a quarterly basis for the period from the Closing Date through to the end of 2004 and on annual basis for each year thereafter. The Projections are based upon estimates and assumptions stated therein, all of which the Company believed at the time of preparation to be reasonable and fair in light of current conditions and current facts then known to the Company and, as of the Closing Date, no conditions or facts have come to the attention of the Company that have led the Company to believe that such estimates and assumptions do not continue to be reasonable and fair and as of the Closing Date. The Projections reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries and of the other information projected therein for the periods set forth therein.

(e)  The unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries, a copy of which has been delivered to each Lender pursuant to Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), has been prepared as of December 31, 2001 and reflects as of such date, on a Pro Forma Basis, the consolidated financial condition of Holdings and its Subsidiaries, and the assumptions expressed therein were reasonable based on the information available to Holdings at the time so furnished and on the Closing Date.

(f)  Schedule 8.3(a) (Existing Investments) separately identifies, as of the Closing Date, each Intercompany Term Loan together with the applicable Intercompany Lender, Intercompany Borrower and the outstanding balance of such Intercompany Term Loan.

SECTION 4.5   Material Adverse Change

There has been no Material Adverse Change (a) with respect to (i) the Company and its Subsidiaries, other than those comprising the Acquired Business, since June 29, 2001 or (ii) the Acquired Business, since December 31, 2000 or (b) since the date of the most recently delivered audited financial statements of the Company and its Subsidiaries which have been prepared and delivered in accordance with Section 6.1(b) (Annual Reports).

SECTION 4.6   Taxes

(a)  All U.S. federal and state tax returns, reports and statements (excluding information returns) (the “US Tax Returns”) and, except as would not in the aggregate have a Material Adverse Effect, all local U.S. and all U.S. information returns, foreign tax returns, reports and statements (collectively, the “Other Tax Returns” and, together with the US Tax

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Returns, the “Tax Returns”) required to be filed by each JD Entity or any of its Tax Affiliates have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all taxes, charges and other impositions reflected therein have been paid prior to the date when due except where contested in good faith and by appropriate proceedings if adequate reserves have been established on the books of such JD Entity or such Tax Affiliate in conformity with GAAP;

(b)  Except as set forth on Schedule 4.6 (Tax Matters), no US Tax Return and, except as would not in the aggregate have a Material Adverse Effect, no Other Tax Return, is under audit or examination by any Governmental Authority and no written notice of an audit or examination of any claim for Taxes has been received from any Governmental Authority;

(c)  Proper amounts have been withheld by each Domestic Loan Party and, except as would not in the aggregate have a Material Adverse Effect, proper amounts have been withheld by each other JD Entity and each of its Tax Affiliates from its employees for all periods in full compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities;

(d)  Except as disclosed on Schedule 4.6 (Tax Matters), no Domestic Loan Party and, except as would not in the aggregate have a Material Adverse Effect, no other JD Entity or any of its Tax Affiliates has executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the period for the filing of any Tax Return or the assessment or collection of any Taxes; and

(e)  Except as disclosed on Schedule 4.6 (Tax Matters), (i) no JD Entity has incurred any obligation under any tax sharing agreement or arrangement other than the tax sharing agreement to which Johnson Consumer is a party and (ii) no Subsidiary of the Company not acquired in the Acquisition has been a member of an affiliated, combined or unitary group other than the group of which Johnson Consumer or Commercial Markets Holdco, Inc. is or was the common parent.

SECTION 4.7   Real Property

(a)  Schedule 4.7(a) (Owned Real Estate) sets forth a complete list of all real property owned by any JD Entity as of the Closing Date (each, an “Owned Property”), and Schedule 4.7(b) (Material Leases) sets forth a complete list of all Material Leases.

(b)  Each of the Material Leases is in full force and effect and, prior to the Closing Date, a current and complete copy of each Material Lease has been delivered to the Administrative Agent.

(c)  Except as disclosed in Schedule 4.7(a) (Owned Real Estate), the Company and its Subsidiaries have fee simple title to all Owned Properties located within the United States and a substantially equivalent ownership interest in the Owned Properties located in each other jurisdiction and all buildings, structures and other improvements located thereon, free and clear of all Liens, other than Liens permitted under Section 8.2 (Liens).

(d)  Except as disclosed in Schedule 4.7(b) (Material Leases), either the Company or a Subsidiary thereof has a valid, binding and enforceable leasehold interest and

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actual possession in and to the properties and all buildings, structures or other improvements located thereon pursuant to such Material Leases in each case free and clear of all Liens of any nature whatsoever, except Liens permitted under Section 8.2 (Liens, Etc.,);

(e)  All of the buildings, fixtures and improvements included on or in the Material Real Property or the property subject to a Material Lease are in satisfactory condition and repair for the continued use of the Material Real Property or the property subject to a Material Lease in the ordinary course of business consistent with past practices.

SECTION 4.8   Material Contracts; including no burdensome restrictions and no defaults

(a)  No JD Entity (i) is a party to any Contractual Obligation the compliance with which would have a Material Adverse Effect in the aggregate over all such Contractual Obligations or the performance of which by any thereof, either unconditionally or upon the happening of an event, would result in the creation of a Lien (other than a Lien permitted under Section 8.2 (Liens, Etc.)) on the property or assets of any thereof or (ii) is subject to any charter or corporate restriction that would have a Material Adverse Effect in the aggregate over all such restrictions.

(b)  No JD Entity is in default under or with respect to any Contractual Obligation owed by it and, to the knowledge of any JD Entity, no other party is in default under or with respect to any Contractual Obligation owed to any JD Entity, other than, in either case, those defaults that, in the aggregate over all such defaults, would not have a Material Adverse Effect.

SECTION 4.9   Intellectual Property Rights    The Loan Parties own or have obtained a license for or otherwise have the right to use all licenses, permits, patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, trade secrets and know-how franchises, authorizations and other intellectual property rights that are necessary for the operations of their respective businesses, without infringement upon or conflict with the rights of any other Person with respect thereto, including all trade names associated with any private label brands of any Loan Party or any of its Subsidiaries, and to each Loan Party’s knowledge, no use of the foregoing intellectual property by such Loan Party infringes upon any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending or threatened.

SECTION 4.10   Litigation

(a)  Other than as set forth on Schedule 4.10 (Litigation), there are no pending or, to the knowledge of any JD Entity, threatened actions, investigations or proceedings affecting any JD Entity or any of its Subsidiaries before any court, Governmental Authority or arbitrator other than those that, in the aggregate over all such actions, investigations or proceedings, could not reasonably be expected to have a Material Adverse Effect.

(b)  The performance by any JD Entity of its obligations under any Loan Document or any Related Document is not restrained or enjoined (either temporarily, preliminarily or permanently).

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SECTION 4.11   Compliance with Law; Authorizations

(a)  Each JD Entity (i) is in compliance with all applicable Requirements of Law except where the failure to be in compliance would not, in the aggregate over all such failures, have a Material Adverse Effect and (ii) has all necessary licenses, permits, consents or approvals from or by, has made all necessary filings with, and has given all necessary notices to, each Governmental Authority having jurisdiction, to the extent required for such ownership, operation and conduct, except for licenses, permits, consents, approvals or filings that can be obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the failure to obtain or make would not, in the aggregate over all such failures, have a Material Adverse Effect.

(b)  To the knowledge of each JD Entity, there are no Requirements of Law applicable to any JD Entity the compliance with which by such JD Entity, as the case may be, would have a Material Adverse Effect in the aggregate over all such compliances.

SECTION 4.12   Environmental Matters Except as Disclosed on Schedule 4.12:

(a)  The JD Entities have all Permits required for the conduct of their business as conducted prior the Closing Date and are in compliance with such Permits and the other requirements of Environmental Laws, except for non-compliance or the failure to have a Permit which has not resulted, and would not reasonably be expected to result, in Environmental Liabilities and Costs or an adverse impact on the aggregate EBITDA of the JD Entities in excess of the Dollar Equivalent of $500,000 individually or the Dollar Equivalent of $5,000,000 in the aggregate. All of such environmental Permits are in full force and effect, and there are no Environmental Claims pending or, to the knowledge of any JD Entity, threatened which could result in the revocation, cancellation or suspension of any such Permits, except where such revocation, cancellation or suspension could not reasonably be expected to result in Environmental Liabilities and Costs in excess of the Dollar Equivalent of $500,000 individually or the Dollar Equivalent of $5,000,000 in the aggregate. None of the JD Entities has received any written notice from any Governmental Authority with respect to any such Environmental Claim.

(b)  None of the JD Entities has within the last three years received any written notice from any Governmental Authority or other third party with respect to any violation of or any liability (including any liability with respect to a Release) as of the date on which this representation is given or repeated under any Environmental Laws that, in either case, has resulted, or would reasonably be expected to result, in Environmental Liabilities and Costs or an adverse impact on the aggregate EBITDA of the JD Entities in excess of the Dollar Equivalent of $500,000 individually or the Dollar Equivalent of $5,000,000 in the aggregate, which has not been complied with or satisfied without remaining obligation, cost or liability and, to the knowledge of any JD Entity, there is no such violation, liability or Release that is reasonably likely to lead to the service of any such written notice.

(c)  No real property or any Former Real Property contains or, to the knowledge of any JD Entity, has ever contained, any underground storage tanks, surface impoundments, pits, sumps, septic tanks or lagoons containing any Contaminant, the presence of which are in violation of Environmental Laws or in relation to which Releases have occurred, which violation or Release has resulted, or would reasonably be expected to result, in Environmental Liabilities and Costs or an adverse impact on the aggregate EBITDA of the JD Entities in excess of the Dollar Equivalent of $5,000,000 in the aggregate.

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(d)  None of the JD Entities has received any written notice, claim, or request for information relating to any third-party location or waste disposal site or Former Real Property alleging that any JD Entity is or may be liable to any Person or Governmental Authority in connection with Environmental Matters relating to or arising from any such location or site and, to the knowledge of each JD Entity, there are no circumstances that are reasonably likely to lead to the service of any such written notice, except where such notice, claim or request for information is not reasonably expected to result in Environmental Liabilities and Costs or an adverse impact on the aggregate EBITDA of the JD Entities in excess of the Dollar Equivalent of $500,000 individually or the Dollar Equivalent of $5,000,000 in the aggregate.

(e)  No Contaminant has been Released at any of the real property or, during the period of any of their ownership or operation thereof, at any Former Real Property in violation of Environmental Laws or in relation to which Remedial Actions are or would be required, which in either case, would reasonably be expected to result in Environmental Liabilities and Costs or an adverse impact on the aggregate EBITDA of the JD Entities in excess of the Dollar Equivalent of $500,000 individually or the Dollar Equivalent of $5,000,000 in the aggregate.

(f)  Neither the consummation of the Facilities nor the consummation of the Transactions by any JD Entity will require any investigation, remediation or other action related to Contaminants.

(g)  The Company has provided the Administrative Agent with copies of all final Phase I and Phase II environmental site assessments prepared by it in connection with the Acquisition and access to copies of all environmental, health or safety audits, studies, assessments, inspections, investigations or other environmental health and safety reports relating to the operations of each JD Entity or any real property of any of them that have been prepared since January 1, 1995, that are in the possession, custody or control of each JD Entity as of the Closing Date and that relate to matters that have, or would reasonably be expected to result in, Environmental Liabilities and Costs or an adverse impact on the aggregate EBITDA of the JD Entities in excess of the Dollar Equivalent of $5,000,000 in the aggregate.

(h)  None of the Owned Property within the United States subject to a Mortgage is a treatment, storage or disposal facility requiring a Permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the regulations thereunder or any state analog.

(i)  To the knowledge of each JD Entity, there are no facts, circumstances or conditions arising out of or relating to the operations or ownership of each JD Entity or of real property owned, operated or leased by each JD Entity or any of its Subsidiaries that are not specifically included in the financial information furnished to the Lenders other than those that, in the aggregate over all such facts, circumstances or conditions, would not have a reasonable likelihood of each JD Entity and its Subsidiaries incurring Environmental Liabilities and Costs in excess of the Dollar Equivalent of $5,000,000 individually, or the Dollar Equivalent of $25,000,000 in the aggregate.

(j)  As of the date hereof, no Environmental Lien has attached to any Material Real Property of any JD Entity or any of its Subsidiaries located in the United States, and to the knowledge of each JD Entity, no facts, circumstances or conditions exist that could reasonably be expected to result in any Environmental Lien attaching to any such property.

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(k)  As of the Closing Date, none of the matters listed on Schedule 4.12 (Environmental Matters) individually, or in the aggregate, could be reasonably likely to cause a Material Adverse Effect.

SECTION 4.13   Labor Matters

(a)  There are no strikes, work stoppages, slowdowns or lockouts pending or threatened against or involving any JD Entity, other than those that, in the aggregate over all such strikes, work stoppages, slowdowns or lockouts, would not have a Material Adverse Effect.

(b)  Except as set forth on Schedule 4.13 (Labor Matters), there are no unfair labor practices, grievances or complaints pending, or, to any JD Entity’s knowledge, threatened, against or involving any JD Entity, nor are there any arbitrations or grievances threatened involving any JD Entity, other than those that, in the aggregate over all such unfair labor practices, grievances, complaints, arbitrations and grievances, if resolved adversely to such JD Entity, would not have a Material Adverse Effect.

(c)  Except as set forth on Schedule 4.13 (Labor Matters), as of the Closing Date, there is no collective bargaining agreement covering any employee of any JD Entity.

SECTION 4.14   ERISA Matters

(a)  Schedule 4.14 (List of Plans) separately identifies as of the date hereof all Title IV Plans and all Multiemployer Plans.

(b)  Each employee benefit plan of each JD Entity intended to qualify under Section 401 of the Code does so qualify, and any trust created thereunder is exempt from tax under the provisions of Section 501 of the Code, except where such failures, in the aggregate over all such failures, would not have a Material Adverse Effect.

(c)  Each Title IV Plan is in compliance in all material respects with applicable provisions of ERISA, the Code and other Requirements of Law except for noncompliances that, in the aggregate over all such noncompliances, would not have a Material Adverse Effect.

(d)  There has been no, nor is there reasonably expected to occur, any ERISA Event other than those that, in the aggregate over all such ERISA Events, would not have a Material Adverse Effect.

(e)  Except to the extent set forth on Schedule 4.14 (List of Plans), no JD Entity or any ERISA Affiliate has incurred any Withdrawal Liability as a result of a complete withdrawal as of, or prior to, the date hereof from any Multiemployer Plan which has not been satisfied.

(f)  There are no Unfunded Pension Liabilities, except for such liabilities that, in the aggregate, would not have a Material Adverse Effect.

SECTION 4.15   Full Disclosure

(a)  The written information (other than the Projections and other financial projections) prepared or furnished by each JD Entity in connection with this Agreement or the

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Related Documents or the consummation of the transactions contemplated hereunder and thereunder taken as a whole, including the information contained in the Disclosure Documents, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein (in light of the circumstances in which they were made) not misleading as of the time when made or delivered.

(b)  The Projections and all other financial projections that have been prepared by or on behalf of each JD Entity have been prepared in good faith based upon assumptions that were reasonable at the time the Projections and such other financial projections were prepared.

(c)  The Company has delivered to each Lender a true, complete and correct copy of each Disclosure Document. The Disclosure Documents comply as to form in all material respects with all applicable requirements of all applicable state and Federal securities laws.

SECTION 4.16   Use of Proceeds    The proceeds of (a) the Term Loans and the Intercompany Term Loans are being used by each Borrower or each Intercompany Borrower, as the case may be, solely (i) to finance a portion of the Acquisition and for the payment of related transaction costs, fees and expenses and (ii) to refinance existing Indebtedness to be Paid as more fully set forth on Schedule 4.16 (Use of Proceeds) and (b) the Revolving Loans, the Letters of Credit and the Intercompany Revolving Loans are being used by each Borrower or each Intercompany Borrower, as the case may be, solely (i) to refinance existing Indebtedness of such Borrower and its Subsidiaries, (ii) to finance a portion of the Acquisition and for the payment of related transaction costs, fees and expenses and (iii) for working capital and general corporate purposes, in each case.

SECTION 4.17   Margin Regulations    No Borrower is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board), and no proceeds of any Borrowing or any Intercompany Loan will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock in contravention of Regulation T, U or X of the Federal Reserve Board.

SECTION 4.18   Investment Company Act and Public Utility Holding Company Act    No Loan Party is (a) an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended or (b) a “holding company,” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company,” as each such term is defined and used in the Public Utility Holding Company Act of 1935, as amended.

SECTION 4.19   Solvency    Both before and after giving effect to (a) the Loans, Letter of Credit Obligations and the Intercompany Loans to be made or extended on the Closing Date or such other date as Loans, Letter of Credit Obligations or Intercompany Loans requested hereunder or under any Intercompany Note are made or extended, (b) the disbursement of the proceeds of such Loans or Intercompany Loans, as the case may be, pursuant to the instructions of any Loan Party, (c) the Acquisition and the consummation of the Transactions and any other transactions contemplated hereby and (d) the payment and accrual of all transaction costs in connection with the foregoing, each Loan Party is Solvent.

SECTION 4.20   Insurance    All material policies of insurance (including all self insurance arrangements) of any kind or nature of each JD Entity, including policies of life, fire, theft,

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product liability, public liability, property damage, other casualty, employee fidelity, workers' compensation and employee health and welfare insurance, are in full force and effect and, in the aggregate, are of a nature and provide such coverage as is sufficient and as is customarily carried by businesses of the size and character of such Person. No JD Entity has been refused insurance for any material coverage for which it had applied or had any policy of insurance terminated (other than at its request).

SECTION 4.21   Related Documents

(a)  The execution, delivery and performance by each JD Entity of the Related Documents to which it is a party and the consummation of the transactions contemplated thereby by such JD Entity:

(i)  are within such JD Entity’s respective corporate, limited liability company, partnership or other powers;

(ii)  at the Closing Date, will have been duly authorized by all necessary corporate or other action, including the consent of stockholders where required;

(iii)  do not and will not (A) contravene or violate any JD Entity’s or any of its Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law applicable to any JD Entity, or any order or decree of any Governmental Authority or arbitrator, (C) conflict with or result in the breach of, constitute a default under, or result in or permit the termination or acceleration of, any material Contractual Obligation of any JD Entity or any of its Subsidiaries, except for those that, in the aggregate over all such conflicts, defaults, breaches, terminations or accelerations, would not have a Material Adverse Effect or (D) result in the creation or imposition of any Lien upon any of the property of any JD Entity or any of its Subsidiaries; and

(iv)  do not require the consent of, authorization by, approval of, notice to, or filing or registration with, any Governmental Authority, or any other Person, other than those that (A) will have been obtained at the Closing Date, each of which will be in full force and effect on the Closing Date, none of which will on the Closing Date impose materially adverse conditions upon the exercise of control by Holdings over each JD Entity or by each JD Entity over any of its Subsidiaries, (B) have not been obtained and relate to Delayed Closings, (C) if not obtained, would not have a Material Adverse Effect (in the aggregate over all such consents, authorizations, approvals, notices and filings) and (D) are required to be made or obtained after the Closing Date.

(b)  Each of the Related Documents has been or at the Closing Date will have been duly executed and delivered by each JD Entity party thereto and at the Closing Date will be the legal, valid and binding obligation of each JD Entity party thereto, enforceable against such JD Entity in accordance with its terms.

(c)  None of the Related Documents has been amended or modified in any respect and no provision therein has been waived, except in each case to the extent permitted by Section 8.11 (Modification of Related Documents) or Section 8.12 (Payment of Debt; Modification of Debt Agreements), as the case may be, and each of the representations and

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warranties therein are true and correct in all material respects and no default or event that, with the giving of notice or lapse of time or both would be a default has occurred thereunder.

(d)  The Obligations constitute “Designated Senior Debt ” and “Senior Debt ”, in each case as defined in the Senior Subordinated Debt Documents.

SECTION 4.22   Consummation of the Transactions    As of the Closing Date (a) there has not been any material change from that disclosed to the Arrangers prior to November 20, 2001 in the legal, capital and ownership structure of any JD Entity or any material change or additions to the terms and conditions of the Acquisition Agreement since March 18, 2002 (including the schedules and exhibits thereto), and any agreement relating thereto, or otherwise on terms and conditions reasonably satisfactory to the Agents and (b) the Transactions have been consummated (i) on the structure, terms and conditions disclosed to the Arrangers prior to March 18, 2002, and no material provision of any Related Document shall have been waived, amended, supplemented or otherwise modified without the consent of the Agents (which consent shall not be unreasonably withheld or delayed) and (ii) in accordance with all material Requirements of Law.

SECTION 4.23   Deposit Accounts; Securities Accounts.    The only Deposit Accounts or Securities Accounts maintained by any Material Loan Party on the date hereof are those listed on Schedule 4.23 (Deposit Accounts; Securities Accounts), which sets forth such information separately for each Material Loan Party.

ARTICLE V

FINANCIAL COVENANTS

Each of the Borrowers and Holdings agrees with the Lenders and the Administrative Agent to each of the following as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

SECTION 5.1   Maximum Leverage Ratio

The Company shall maintain a Leverage Ratio, as determined as of the last day of each Financial Covenant Period set forth below, for the Financial Covenant Period ending on such day of not more than the maximum ratio set forth below opposite such Financial Covenant Period:

FINANCIAL COVENANT PERIOD ENDING NEAREST TO	MAXIMUM LEVERAGE RATIO
September 30, 2002	5.25 to 1
December 31, 2002	5.25 to 1
March 31, 2003	5.25 to 1
June 30, 2003	5.00 to 1
September 30, 2003	4.75 to 1
December 31, 2003	4.25 to 1
March 31, 2004	4.00 to 1
June 30, 2004	3.75 to 1
September 30, 2004	3.50 to 1

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FINANCIAL COVENANT PERIOD ENDING NEAREST TO	MAXIMUM LEVERAGE RATIO
December 31, 2004	3.25 to 1
March 31, 2005	2.75 to 1
June 30, 2005	2.75 to 1
September 30, 2005	2.75 to 1
December 31, 2005	2.75 to 1
March 31, 2006 and thereafter	2.50 to 1

SECTION 5.2   Minimum Interest Coverage Ratio

The Company shall maintain an Interest Coverage Ratio, as determined as of the last day of each Financial Covenant Period, for the Financial Covenant Period ending on such day, of at least the minimum ratio set forth below opposite such Financial Covenant Period:

FINANCIAL COVENANT PERIOD ENDING NEAREST TO	MINIMUM INTEREST COVERAGE RATIO
September 30, 2002	2.15 to 1
December 31, 2002	2.15 to 1
March 31, 2003	2.15 to 1
June 30, 2003	2.25 to 1
September 30, 2003	2.25 to 1
December 31, 2003	2.75 to 1
March 31, 2004	2.75 to 1
June 30, 2004	3.00 to 1
September 30, 2004	3.50 to 1
December 31, 2004	3.75 to 1
March 31, 2005 and thereafter	4.50 to 1

SECTION 5.3   Capital Expenditures

The Company shall not permit Capital Expenditures to be made or incurred by any JD Entity during each of the Fiscal Years set forth below to be, in the aggregate over all such Capital Expenditures, in excess of the maximum amount set forth below for such Fiscal Year:

FISCAL YEAR	MAXIMUM CAPITAL EXPENDITURES ($’000)
2002	$	148,400
2003	$	161,200
2004	$	122,600
2005	$	107,000
2006	$	110,000
2007	$	113,200;

provided, however, that to the extent that actual Capital Expenditures for any such Fiscal Year shall be less than the maximum amount set forth above for such Fiscal Year (without giving effect to the carryover permitted by this proviso), the difference between said stated maximum amount and such actual Capital Expenditures shall, in addition, be available for Capital

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Expenditures in the next succeeding Fiscal Year; provided further, however, that no portion of the such amount carried over from the previous Fiscal Year shall be allocated to Capital Expenditures in the next Fiscal Year until the amount allocated to the current Fiscal Year is exhausted.

ARTICLE VI

REPORTING COVENANTS

Each Borrower and Holdings agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

SECTION 6.1   Financial Statements    The Company shall furnish to the Administrative Agent, on behalf of the Lenders, one paper copy for each Lender upon request by such Lender and one electronic copy of each of the following:

(a)  Quarterly Reports.    Within 45 days after the end of each Fiscal Quarter, financial information regarding the Company and its Subsidiaries consisting of consolidated and consolidating unaudited balance sheets as of the close of such quarter and the related statements of income and cash flow for such quarter and that portion of the Fiscal Year ending as of the close of such quarter, and commencing in March 2003, the figures for the corresponding period in the latest budget provided pursuant to Section 6.1(d) (Financial Statements) for the current Fiscal Year shall be set forth in comparative form and commencing in September 2003, the figures for the corresponding period in the prior year shall also be set forth in comparative form, in each case certified by a Responsible Officer of the applicable Borrower as fairly presenting the consolidated and consolidating financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments); provided, however, that notwithstanding the foregoing, (i) the Borrowers shall only be required to deliver consolidating financial statements with respect to each Borrower and (ii) no financial information shall be required to be delivered under this clause (a) for any period prior to the Closing Date.

(b)  Annual Reports.    Within 90 days after the end of each Fiscal Year, financial information regarding the Company and its Subsidiaries consisting of consolidated and consolidating balance sheets of the Company and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such consolidated financial statements, without qualification as to the scope of the audit or as to the Company and its Subsidiaries being a going concern by the Company’s Accountants or any other material qualification or exception (other than any standard qualification or exception made by the Company’s Accountants that is not specifically related to the Company and/or its Subsidiaries), together with the report of such accounting firm stating that (i) such financial statements fairly present the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for material changes with which the Company’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements) and (ii) the examination by the Company’s Accountants in connection with such consolidated financial statements has been made in accordance with GAAP, and accompanied by a certificate stating that in the course of the regular audit of the business of the

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Company and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; provided, however, that notwithstanding the foregoing, (i) the Borrowers shall only be required to deliver consolidating financial statements with respect to each Borrower and (ii) no financial information shall be required to be delivered under this clause (b) for any period prior to the Closing Date.

(c)  Compliance Certificate.    Together with each delivery of any financial statement pursuant to clause (a) or (b) above, a certificate of a Responsible Officer of the Company (each, a “Compliance Certificate”) (i) showing in reasonable detail the calculations used in determining the Leverage Ratio (for purposes of determining the Applicable Margin and the Applicable Unused Commitment Fee Rate) and demonstrating compliance with each of the financial covenants contained in Article V (Financial Covenants) that is tested on a quarterly basis, (ii) showing in reasonable detail (x) the aggregate EBITDA of the Material Loan Parties for the most recently completed Financial Covenant Period as a percentage of the aggregate EBITDA of the Company and all of its Subsidiaries, taken as a whole, for such period and (y) the aggregate value of the total assets owned by the Material Loan Parties, as of the end the most recently completed Financial Covenant Period as a percentage of the Consolidated Total Assets of the Company and its Subsidiaries, taken as a whole and (z) the name of each Subsidiary that first qualified as a Material Loan Party during such Financial Covenant Period; (iv) in connection with each delivery of a financial statement pursuant to clause (b) above, showing in reasonable detail the calculations used in determining Excess Cash Flow for the most recently completed Fiscal Year, and (iv) stating that no Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default has occurred and is continuing, stating the nature thereof and the action which the Company proposes to take with respect thereto.

(d)  Budget.    Not later than 30 days after the end of each Fiscal Year, and containing substantially the types of financial information contained in the Projections, (i) the annual budget of the Company and its Subsidiaries on a consolidated basis for the next succeeding Fiscal Year approved by the Board of Directors of the Company, (ii) forecasts prepared by management of the Company for each Fiscal Quarter in the next succeeding Fiscal Year, and (iii) forecasts prepared by management of the Company for each of the succeeding Fiscal Years through the Fiscal Year in which the Tranche B Maturity Date is scheduled to occur, including, in each instance described in clauses (ii) and (iii) above, (x) a projected year-end consolidated balance sheet and income statement and statement of cash flows and (y) a statement of all of the material assumptions on which such forecasts are based.

(e)  Management Letters, Etc.    Within five Business Days after approval by the Company’s audit committee, copies of each company management letter, exception report or similar letter or report received by the Company’s audit committee from any independent certified public accountants (including the Company’s Accountants).

(f)  Intercompany Loan Balances.    Together with each delivery of any financial statement pursuant to clause (a) above, a summary of the outstanding balance of all Intercompany Loans and all other intercompany Indebtedness as of the last day of the Fiscal Quarter covered by such financial statement, certified by a Responsible Officer of the Company.

(g)  Reconciliation Statements.    If, after the occurrence of any change in the accounting principles used in the preparation of its Financial Statements, such change is adopted

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by the Company pursuant to Section 1.3 (Accounting Terms and Principles), until such time as the parties hereto agree to amend the provisions hereof as provided for by Section 1.3 (Accounting Terms and Principles), the Company shall provide to the Administrative Agent and the Lenders financial statements reconciling the financial statements prepared by the Company in accordance with such revised accounting principles and the financial statements which would have been prepared by the Company had such accounting change not occurred.

SECTION 6.2  Default Notices    As soon as practicable, and in any event within five Business Days after a Responsible Officer of any JD Entity has actual knowledge of the existence of any Default, Event of Default or other event having had a Material Adverse Effect or could reasonably be expected to result in a Material Adverse Change, the Borrowers shall give the Administrative Agent notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in writing on the next Business Day.

SECTION 6.3   Litigation    Promptly after the commencement thereof, the Company shall give the Administrative Agent written notice of the commencement of all actions, suits and proceedings before any domestic or foreign Governmental Authority or arbitrator, affecting any JD Entity that (i) seeks injunctive or similar relief or (ii) in the reasonable judgment of the Company, exposes the JD Entities to liability, in each case, such that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect.

SECTION 6.4   Sec Filings; Press Releases    Promptly after the sending or filing thereof, the Company shall send the Administrative Agent copies of (a) all reports that Holdings or the Company sends to its respective security holders (other than members of the Johnson Family Group or members of the Unilever Group solely in their capacity as a holder of Stock of Holdings or a member of the board of director of Holdings) generally, (b) all reports and registration statements that Holdings, the Company or any of its respective Subsidiaries files with the Securities and Exchange Commission or any national or foreign securities exchange or the National Association of Securities Dealers, Inc., (c) all press releases and (d) all other statements concerning material changes or developments in the business of such Material Loan Party made available by Holdings or any of its Subsidiaries to the public.

SECTION 6.5   Labor Relations    Promptly after becoming aware of the same, the Company shall give the Administrative Agent written notice of any material labor dispute to which any JD Entity is a party, including any strikes, lockouts or other disputes relating to any of such Person’s plants and other facilities.

SECTION 6.6   Erisa Matters    The Company shall furnish the Administrative Agent (with sufficient copies for each of the Lenders) each of the following:

(a)  promptly and in any event within 30 days after any JD Entity or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred other than those that, in the aggregate over all ERISA Events would not result in a liability in excess of $5,000,000, written notice describing such event;

(b)  promptly and in any event within 30 days after any JD Entity or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a written statement of a Responsible Officer of the Company describing such waiver request and

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the action, if any, Holdings, the Company, its Subsidiaries and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS pertaining thereto; and

(c)  concurrently on the date on which any JD Entity or any ERISA Affiliate files a notice of intent to terminate any Title IV Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice.

SECTION 6.7   Environmental Matters    The Company shall provide to the Administrative Agent promptly and in any event within 10 days of any JD Entity learning of any of the following which could result in Environmental Liabilities and Costs in excess of the Dollar Equivalent of $5,000,000, individually or the Dollar Equivalent of $25,000,000 in the aggregate in any one Fiscal Year or that would require disclosure under the Securities Act or any applicable Requirement of Law issued by the Securities and Exchange Commission, written notice of each of the following:

(a)  that any JD Entity is or may be liable to any Person as a result of a Release or threatened Release that could reasonably be expected to subject such JD Entity to Environmental Liabilities and Costs of the Dollar Equivalent of $5,000,000, or more;

(b)  the receipt by any JD Entity of notification that any Owned Property and located within the United States is or is reasonably likely to be subject to any Environmental Lien;

(c)  the receipt by any JD Entity of any notice of violation of or potential liability under, or knowledge by such JD Entity that there exists a condition that could reasonably be expected to result in a violation of or liability under, any Environmental Law, except for violations and liabilities the consequence of which, in the aggregate over all such violations and liabilities, would not be reasonably likely to subject the JD Entities collectively to Environmental Liabilities and Costs of the Dollar Equivalent of $5,000,000 or more;

(d)  the commencement of any judicial or administrative proceeding or investigation alleging a violation of or liability under any Environmental Law, that, in the aggregate over all such proceedings and investigations, if adversely determined, would have a reasonable likelihood of subjecting the JD Entities collectively to Environmental Liabilities and Costs of the Dollar Equivalent of $5,000,000 or more;

(e)  any proposed acquisition of stock, assets or real estate, any proposed leasing of property or any other action by any JD Entity other than (i) in connection with the Acquisition and (ii) those the consequences of which, in the aggregate over all such acquisitions, leasings and actions, have reasonable likelihood of subjecting the JD Entities to Environmental Liabilities and Costs of the Dollar Equivalent of $5,000,000 or more;

(f)  any proposed action by any JD Entity or the enactment or promulgation of any change in Environmental Laws that, in the aggregate over all such actions or changes, have a reasonable likelihood of requiring any JD Entity to obtain additional environmental, health or safety Permits or make additional capital improvements to obtain compliance with Environmental Laws; and

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(g)  upon written request by any Lender through the Administrative Agent, a report providing an update of the status of any environmental, health or safety compliance, hazard or liability issue identified in any notice or report delivered pursuant to this Agreement.

SECTION 6.8  Other Information    Holdings or any Borrower shall provide the Administrative Agent or any Lender with such other information respecting the business, properties, condition, financial or otherwise, or operations of Holdings or any of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

ARTICLE VII

AFFIRMATIVE COVENANTS

Each Borrower and Holdings agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

SECTION 7.1    Preservation of Corporate Existence, Etc.    Holdings and each Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.3 (Investments), 8.4 (Sale of Assets) and 8.6 (Restrictions on Fundamental Changes; Permitted Acquisitions); provided, however, that this Section 7.1 shall not apply to any Inactive Subsidiary.

SECTION 7.2   Compliance With Laws, Etc.    Holdings and each Borrower shall, and shall cause each of its respective Subsidiaries to, comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where the failure so to comply would not, in the aggregate over all such failures, have a Material Adverse Effect.

SECTION 7.3   Conduct of Business    Holdings and each Borrower shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course and (b) use its reasonable efforts, in the ordinary course and consistent with past practice, to preserve its business and the goodwill and business of the customers, advertisers, suppliers and others having business relations with each Borrower or any of its respective Subsidiaries, except in each case where the failure to comply with the covenants in each of clauses (a) and (b) above would not, in the aggregate over all such failures, have a Material Adverse Effect.

SECTION 7.4   Payment of Taxes, Etc.    Holdings and each Borrower shall, and shall cause each of its respective Subsidiaries to, pay and discharge before the same shall become delinquent, all lawful governmental claims, taxes, assessments, charges and levies, except where contested in good faith, by proper proceedings and adequate reserves therefor have been established on the books of Holdings, such Borrower or the appropriate Subsidiary in conformity with GAAP.

SECTION 7.5   Maintenance of Insurance    Holdings and each Borrower shall (a) maintain for, or cause to be maintained by, each of its respective Subsidiaries insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Borrower or such Subsidiary operates, and with respect to the Loan Parties, such other insurance as may be reasonably requested by the

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Requisite Lenders, and, in any event, all insurance required by any Collateral Documents and the Intercompany Collateral Documents and (b) cause all such insurance to name the Administrative Agent on behalf of the Secured Parties as additional insured or loss payee, as appropriate, and to provide that no cancellation, material addition in amount or material change in coverage shall be effective until after 30 days' written notice thereof to the Administrative Agent.

SECTION 7.6   Access    Holdings and each Borrower shall from time to time, permit the Administrative Agent and the Lenders, or any agents or representatives thereof, within two Business Days after written notification of the same (except that during the continuance of an Event of Default, no such notice shall be required) during normal business hours to (a) examine and make copies of and abstracts from the records and books of account of Holdings, such Borrower and each of their respective Subsidiaries, (b) other than following the occurrence of Event of Default that is continuing, not more than twice in any Fiscal Year visit the properties of Holdings, such Borrower and such Subsidiaries, (c) discuss the affairs, finances and accounts of Holdings, such Borrower and each of their respective Subsidiaries with any of their respective officers or directors and (d) communicate directly with any certified public accountants (including the Company’s Accountants). Holdings, each Borrower and each of their respective Subsidiaries shall authorize its certified public accountants (including the Company’s Accountants) to disclose to the Administrative Agent or any Lender any and all financial statements and other information of any kind, as the Administrative Agent or any Lender reasonably requests from Holdings, such Borrower or any of such Subsidiaries and that such accountants may have with respect to the business, financial condition, results of operations or other affairs of Holdings, such Borrower or any of such Subsidiaries.

SECTION 7.7   Keeping of Books    Holdings and each Borrower shall, and shall cause each of their respective Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made in conformity with GAAP or, in the case of a Foreign Subsidiary, such other applicable generally accepted accounting principles of all financial transactions and the assets and business of Holdings, such Borrower and each such Subsidiary.

SECTION 7.8   Maintenance of Properties, Etc.    Holdings and each Borrower shall, and shall cause each of their respective Subsidiaries to, maintain and preserve (a) in good working order and condition all of its properties necessary in the conduct of its business, (b) all rights, permits, licenses, approvals and privileges (including all material Permits) necessary in the conduct of its business and (c) all registered patents, trademarks, trade names, copyrights and service marks with respect to its business, except where failure to so maintain and preserve the items set forth in clauses (a), (b) and (c) above would not, in the aggregate over all such failures, have a Material Adverse Effect.

SECTION 7.9   Application of Proceeds    The Borrowers shall use the entire amount of the proceeds of the Loans as provided in Section 4.16 (Use of Proceeds).

SECTION 7.10   Environmental    Holdings and each Borrower shall, and shall cause each of their respective Subsidiaries to, comply in all material respects with Environmental Laws and, without limiting the foregoing, any Borrower or any Subsidiary of a Borrower shall, at its own cost and expense, upon receipt of any notification or otherwise obtaining knowledge of any Release (a) conduct or pay for consultants to conduct, tests or assessments of environmental conditions at such operations or properties, including the investigation and testing of subsurface conditions, if appropriate (subject to requirements under applicable leases to obtain the consent of any lessor thereunder) and (b) take such Remedial Action and undertake such investigation or

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other action as required by Environmental Laws or as any Governmental Authority requires or as is appropriate and consistent with good business practice to address the Release or event and otherwise ensure compliance with Environmental Laws.

SECTION 7.11  Additional Collateral and Guaranties    To the extent not delivered to the Administrative Agent on or before the Closing Date, Holdings and each Borrower agrees to, and to cause each of their respective Subsidiaries to, promptly do each of the following:

(a)  subject to any limitations imposed by any Requirement of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents and other debt Securities of any Material Subsidiary that are owned by Holdings or any of its Subsidiaries and requested to be pledged by the Administrative Agent; provided, however, that in any event such pledge shall be limited to the extent necessary to avoid materially adverse tax consequences to the Company and its Subsidiaries taken as a whole; provided further, however, notwithstanding the foregoing, no more than 65% of the capital stock of each first tier Foreign Subsidiary of the Company shall be pledged to secure the Obligations of the Company as a Borrower;

(b)  deliver to the Administrative Agent the certificates (if any) representing such Stock and Stock Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of Holdings, the Company or such Subsidiary, as the case may be;

(c)  subject to any limitations imposed by any Requirement of Law and only to the extent that the Company and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, in the case of any new Material Subsidiary, cause such new Material Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;

(d)  in the case of any such Material Subsidiary to which clause (c) above is not applicable, cause such new Material Subsidiary (i) to become a party to an Intercompany Guaranty and the applicable Intercompany Collateral Documents and (ii) to take such actions necessary or advisable to grant to an Intercompany Lender a perfected security interest in such Intercompany Collateral Documents with respect to such new Material Subsidiary, which security interest shall be assigned to the Administrative Agent for the benefit of the Secured Parties, including taking such additional actions in such jurisdictions as may be required by such Intercompany Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;

(e)  subject to any limitations imposed by any Requirement of Law and only to the extent that the Company and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, if at any time the (i) aggregate EBITDA of the

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Material Loan Parties for the most recently completed Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) is less than 80% of the aggregate EBITDA of the Company and all of its Subsidiaries, taken as a whole, for such period or (ii) the aggregate value of the total assets owned by the Material Loan Parties, as of the end the most recently completed Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) is less than 80% of the Consolidated Total Assets of the Company and its Subsidiaries, taken as a whole; then the Borrowers shall take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in additional assets of such other JD Entities (other than any Securitization Assets) as may be reasonably requested by the Administrative Agent, including the filing of UCC financing statements (or the applicable equivalent perfection documents) in such jurisdictions as may be required by the applicable Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;

(f)  subject to any limitations imposed by any Requirement of Law and only to the extent that the Company and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, if, solely due to currency fluctuations (and not to any repayment of principal owing under any Intercompany Note), at any time the aggregate Dollar Equivalent of all amounts of principal outstanding under the Intercompany Notes is less than 90% of the Dollar Equivalent of all amounts of principal outstanding under the Intercompany Notes on the Closing Date, then the Borrowers shall take such actions necessary or advisable to (i) make such amendments to the terms of the Intercompany Loans, including amending the currency of, or the Dollar Equivalent value of, the obligations owing thereunder, as may be reasonably requested by the Administrative Agent and (ii) grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in additional assets of such other JD Entities (other than any Securitization Assets) as may be reasonably requested by the Administrative Agent, including the filing of UCC financing statements (or the applicable equivalent perfection documents) in such jurisdictions as may be required by the applicable Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;

(g)  upon the expiration or other termination of the sale and leaseback transactions in existence on the Closing Date and set forth on Schedule 8.15 (Existing Sale and Leasebacks), the Company shall, or shall cause the applicable JD Entity to, promptly execute and deliver to the Administrative Agent such amendments to the Collateral Documents, or such additional Collateral Documents, as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of real property and personal property previously encumbered or subject to a negative pledge pursuant to the applicable Existing Sale Leaseback Documentation; and

(h)  if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.

SECTION 7.12   Landlord Waivers and Bailee’s Letters    The Borrowers shall, within 180 days after the Closing Date (or such later date as shall be acceptable to the Administrative Agent in its reasonable discretion) use commercially reasonable efforts to deliver such landlord waivers

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and bailee’s letters as the Administrative Agent shall request in its reasonable discretion, in each case in form and substance reasonably acceptable to the Administrative Agent.

SECTION 7.13  Real Property

(a)  The Borrowers shall, and shall cause each of their respective Subsidiaries to, (i) comply in all material respects with all of their respective obligations under all of their respective Material Leases now or hereafter held respectively by them, (ii) not modify, amend, cancel, extend or otherwise change in any manner any term, covenant or condition of any such Material Lease except for such modifications which do not have a reasonable likelihood of materially and adversely affecting (x) the ability of any Loan Party to perform its obligations under the Loan Documents to which it is party, or (y) the interests of the Lenders under the Loan Documents, (iii) not assign or sublet any other Material Lease if such assignment or sublet would have a Material Adverse Effect and (iv) provide the Administrative Agent with a copy of each notice of default under any Material Lease received by any JD Entity promptly after receipt thereof and deliver to the Administrative Agent a copy of each notice of default sent by any JD Entity under any Material Lease concurrently with its delivery of such notice under such Lease.

(b)  If, at any time, any Material Loan Party acquires a fee interest in any Material Real Property;

(i)  at least 20 days prior to the closing of such acquisition, the Company shall provide the Administrative Agent written notice thereof;

(ii)  the Company shall cause the applicable Material Loan Party to promptly execute, deliver and record a first priority Mortgage in favor of the Administrative Agent on behalf and for the ratable benefit of the Secured Parties covering such Material Real Property (subordinate only to such Liens as are permitted hereunder), in form and substance reasonably satisfactory to the Administrative Agent, and provide the Administrative Agent with a Mortgagee’s Title Insurance Policy (or the equivalent with respect to property located outside the United States) covering such Material Real Property in an amount equal to the purchase price of such Material Real Property, a current ALTA survey (or, with respect to Material Real Property located outside the United States of America, the equivalent customary comfort provided to secured creditors pursuant to local practice) thereof, if available, local counsel opinions with respect thereto and such other agreements, documents and instruments as the Administrative Agent deems necessary or reasonably advisable, the same to be in form and substance satisfactory to the Administrative Agent and to be subject only to (x) Liens permitted under Section 8.2 (Liens, Etc.) and (y) such other Liens as the Administrative Agent may reasonably approve; and

(iii)  upon written request of the Administrative Agent, the Borrowers shall, and shall cause such Material Loan Party to provide Phase I environmental reports showing no condition that could give rise to material Environmental Costs and Liabilities.

SECTION 7.14  Interest Rate Contracts    Holdings and the Borrowers shall within 90 days after the Closing Date enter into an Interest Rate Contract or Contracts in each case on terms and with a tenor reasonably satisfactory to the Agents so that a notional amount equal to 50% of the sum of (a) the aggregate outstanding principal amount of the Term Loans, plus (b) the

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aggregate principal amount of the loans outstanding under the Senior Subordinated Notes, as applicable, plus (c) the aggregate outstanding principal amount of the Seller Notes, is covered by such agreements or subject to a fixed rate of intrest.

SECTION 7.15   Financial Assistance    Holdings and each Borrower shall require that each of its Subsidiaries comply in any and all respects with sections 151 to 158 (inclusive) of the United Kingdom Companies Act 1985 or any similar enactments or financial assistance laws in any other applicable jurisdiction, including in relation to the Loan Documents and the payments due thereunder.

SECTION 7.16   Claims Pari Passu    Holdings and each Borrower shall, and shall cause each of its Subsidiaries to, ensure that its Secured Obligations under the Loan Documents rank and will rank at all times at least pari passu in right and priority of payment with all its present and future unsecured and unsubordinated Indebtedness (actual or contingent) except Indebtedness preferred solely by operation of law.

SECTION 7.17   Deposit Accounts; Securities Accounts

(a)  Subject to clause (c) below, no Material Loan Party will establish or maintain any Concentration Account or any Material Securities Account (i) that is not subject to a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties (subject only to Liens permitted under Section 8.2 (Liens, Etc.) or (ii) in respect of which the applicable Requirements of Law do not allow a security interest to be granted.

(b)  In the event (i) any Material Loan Party or any bank at which a Concentration Account is open or any financial institution at which a Material Securities Account (“Collateral Account Institution”) shall, after the date hereof, terminate an agreement with respect to the maintenance of a Concentration Account or any Material Securities Account for any reason, (ii) the Administrative Agent shall demand such termination as a result of the failure of a Collateral Account Institution to comply with the terms of the applicable Collateral Document, or (iii) the Administrative Agent determines in its sole discretion that the financial condition of the Collateral Account Institution has materially deteriorated, the Company shall cause the applicable Material Loan Party to notify all of its obligors that were making payments to such terminated Concentration Account or any Material Securities Account, as the case may be, to make all future payments to another Concentration Account or Material Securities Account, as the case may be, in each case subject to a first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties (subject only to Liens permitted under Section 8.2 (Liens, Etc.).

(c)  Prior to the 90th day after the Closing Date (or such later date as agreed to by the Administrative Agent), the Material Loan Parties shall have delivered to the Administrative Agent a perfected first priority security interest (subject to liens permitted to exist pursuant to Section 8.2 (Liens, Etc.)) in the Concentration Accounts, the Material Securities Accounts, securities entitlements of the Material Loan Parties and all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by any Material Loan Party as required by clause (a) above.

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SECTION 7.18   Post Closing Matters.    The Borrowers shall, and shall cause each of their respective Subsidiaries to, satisfy the requirements set forth on Schedule 7.18 on or before the date set forth opposite such requirement or such later date as consented to by the Administrative Agent.

ARTICLE VIII

NEGATIVE COVENANTS

Each of the Borrowers and Holdings agrees with the Lenders and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

SECTION 8.1  Indebtedness    Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except for the following:

(a)  the Secured Obligations (but in the case of Secured Obligations under Interest Rate Contracts, to the extent permitted pursuant to clause (m) below);

(b)  the Senior Subordinated Notes;

(c)  Indebtedness of Holdings under the Seller Notes;

(d)  Indebtedness existing on the date of this Agreement and disclosed on Schedule 8.1(a) (Existing Indebtedness);

(e)  Guaranty Obligations incurred by (i) a JD Entity in respect of Indebtedness of a Material Loan Party that is permitted by this Section 8.1, (ii) a Material Loan Party in respect of Indebtedness of a JD Entity that is not a Material Loan Party up to a maximum aggregate amount not to exceed the Dollar Equivalent of $75,000,000 at any time and (iii) a JD Entity that is not a Material Loan Party in respect of Indebtedness of another JD Entity that is permitted by this Section 8.1;

(f)  Capital Lease Obligations and purchase money Indebtedness incurred by any Borrower or a Subsidiary of any Borrower to finance the acquisition of fixed assets; provided, however, that the Capital Expenditure related thereto is otherwise permitted by Section 5.3 (Capital Expenditures) and that the aggregate outstanding principal amount of all such Capital Lease Obligations and purchase money Indebtedness shall not exceed the Dollar Equivalent of $75,000,000 at any time;

(g)  Indebtedness of any Securitization Subsidiary under any Securitization Facility (i) that is without recourse to any other JD Entity or the assets of any other JD Entity (other than pursuant to representations, warranties, covenants and indemnities customary for such transactions), (ii) the payment of principal and interest in respect of which is not guaranteed by any other JD Entity, (iii) in respect of which the governing documentation is in form and substance reasonably satisfactory to the Administrative Agent, and (iv) that is on customary terms and conditions; provided, however, that the aggregate outstanding principal amount of the

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Indebtedness of all JD Entities under all Securitization Facilities other than Indebtedness under any Intercompany Note a Securitization delivers to any JD Entity (together with the outstanding principal amount of all Securitization Facilities identified in Schedule 8.1 (a) (Existing Indebtedness) shall not exceed the Dollar Equivalent of $150,000,000 at any time

(h)  Indebtedness of Foreign Subsidiaries of the Company in support of working capital needs up to an aggregate amount of the Dollar Equivalent of $100,000,000 at one time outstanding;

(i)  start-up working capital advances consisting of obligations of a Borrower or any Subsidiary of any Borrower to (i) pay to a member of the Unilever Group accounts receivable collected by a Borrower or any Subsidiary of any Borrower under the Sales Agency Agreement, and (ii) repay any additional amounts received from a member of the Unilever Group to fund the initial operating expenses of a Borrower or any Subsidiary of any Borrower under the Sales Agency Agreement;

(j) Renewals, extensions, refinancings and refundings of Indebtedness permitted by clause (f), (g) or (h) above or this clause (j); provided, however, that any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount of, and is on terms no less favorable to such Borrower or such Subsidiary, including as to weighted average maturity, than the Indebtedness being renewed, extended, refinanced or refunded;

(k)  Indebtedness of any JD Entity to any other JD Entity to the extent the Investment in such Indebtedness is permitted under Section 8.3(e) (Investments);

(l)  Indebtedness of any Borrower or a Subsidiary of any Borrower arising under any performance or surety bond entered into in the ordinary course of business;

(m)  Obligations under Hedging Contracts required by Section 7.14 (Interest Rate Contracts) or not in violation of Section 8.17 (No Speculative Transactions);

(n)  Indebtedness incurred under any agreement pursuant to which a Person provides cash management services or similar financial accommodations to a JD Entity;

(o)  Indebtedness under the CMI Holdco Note;

(p)  Indebtedness of Holdings arising under the Stockholders Agreement with respect to any obligations of Holdings to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents; and

(q)  Indebtedness constituting indemnities and adjustments (including pension plan adjustments and contingent payments adjustments) under the Stockholders Agreement, the Acquisition Agreement and any other Ancillary Agreement (as defined in the Acquisition Agreement).

Notwithstanding any other provision in this Section 8.1, no Finance Subsidiary shall incur any Indebtedness other than Indebtedness owing to the Company with respect to which 100% of proceeds are loaned by such Subsidiary to a Loan Party pursuant to an Intercompany Note.

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SECTION 8.2  Liens, Etc.    Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of their respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any of their respective Subsidiaries to assign, any right to receive income, except for the following:

(a)  Liens created pursuant to the Loan Documents or otherwise securing, directly, or indirectly, the Secured Obligations;

(b)  Liens existing on the date of this Agreement and disclosed on Schedule 8.2 (Existing Liens);

(c)  Customary Permitted Liens;

(d)  purchase money Liens granted by any Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and Liens to which any property is subject at the time, on or after the date hereof, of such Borrower’s or such Subsidiary’s acquisition thereof) securing Indebtedness permitted under Section 8.1 (f) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease;

(e)  any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (b) or (d) above or this clause (e) without any change in the class or category of assets subject to such Lien;

(f)  Liens granted in connection with Indebtedness permitted under Section 8.1(g) (Indebtedness) and limited in each case to the Securitization Assets transferred or assigned pursuant to the related Securitization Facility;

(g)  Liens on assets of any JD Entity that is not a Material Loan Party securing Indebtedness incurred by such JD Entity permitted under Section 8.1(h) (Indebtedness);

(h)  Liens in favor of lessors securing operating leases permitted hereunder; and

(i)  Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities (other than Indebtedness) of any Borrower or any of their respective Subsidiaries; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed the Dollar Equivalent of $5,000,000 at any time.

SECTION 8.3  Investments    Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, directly or indirectly make or maintain any Investment except for the following:

(a)  Investments existing on the date of this Agreement (other than intercompany loans) and disclosed on Schedule 8.3(a) (Existing Investments) and Subsidiaries existing on the Closing Date as disclosed on Schedule 4.2 (Ownership of Subsidiaries);

(b)  Investments by any Borrower or any of its Subsidiaries in cash and Cash Equivalents;

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(c)  Investments by any Borrower or any of their respective Subsidiaries in accounts, payment intangibles and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired in the ordinary course of business consistent with the past practice of the Company and its Subsidiaries;

(d)  Investments received in settlement of amounts due to any Borrower or any Subsidiary of any Borrower effected in the ordinary course of business;

(e)  Investments by way of intercompany loans existing on the date of this Agreement and disclosed on Schedule 8.3(e) (Existing Intercompany Loans), and other investments by way of intercompany loans, in each case, evidenced by an Intercompany Note made by any Loan Party to any other Loan Party; provided that (i) the Administrative Agent has a perfected security interest in (A) such Intercompany Note and any related Intercompany Guaranties as may be requested by the Administrative Agent and (B) assets of the Intercompany Loan Parties to the extent necessary to maintain compliance by the Borrowers with the provisions of Section 7.11 (Additional Collateral and Guaranties), and (ii) no Event of Default has occurred and is continuing at the time such Investment is made or would result therefrom.

(f)  Investments in non-Wholly Owned Subsidiaries existing on the date of this Agreement and disclosed on Schedule 8.3(f) (Existing Loans to Non Wholly Owned Subsidiaries), and other investments in non-Wholly Owned Subsidiaries by way of loans, in each case, evidenced by an note made by such non-Wholly Owned Subsidiaries to any Loan Party; provided that the Administrative Agent has a perfected security interest in such promissory note and no Event of Default has occurred and is continuing at the time such Investment is made or would result therefrom in a maximum aggregate amount of the Dollar Equivalent of $1,500,000 at any one time outstanding.

(g)  Investments made in connection with a Permitted Acquisition;

(h)  Investments constituting advances with respect to ordinary course receivables made by the Company or any of its Subsidiaries to members of Unilever Group pursuant to the Sales Agency Agreement;

(i)  the acquisition by any Borrower or any of their respective Subsidiaries of the outstanding shares of Daisan Kogyo Co., Limited not owned by the Acquired Business on the Closing Date being approximately 50.07% of all of the shares of such entity;

(j)  the acquisition of 100% of the assets and interests in certain non-separated foreign entities currently owned by Johnson Consumer shall be permitted up to an aggregate amount not greater than the Dollar Equivalent of $11,000,000; provided that the Borrowers comply with the provisions of Section 7.11 (Additional Collateral and Guaranties) in connection therewith and that no Event of Default has occurred and is continuing at the time such Investment is made or would result therefrom;

(k)  loans or advances to employees of any Borrower or any of their respective Subsidiaries in the ordinary course of business; provided, however, that the aggregate principal amount of all such loans and advances shall not exceed the Dollar Equivalent of $5,000,000 at any time;

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(l)  Investments constituting Guaranty Obligations permitted by Section 8.1 (Indebtedness) or made solely in connection with a Securitization Facility;

(m)  Investments constituting Post Closing Reorganizations as set forth on Schedule 8.3 (b) (Post Closing Reorganization); provided that the Borrowers comply with the provisions of Section 7.11 (Additional Collateral and Guaranties) in connection therewith and that no Event of Default has occurred and is continuing at the time such Investment is made or would result therefrom;

(n)  Investments in connection with a Permitted Joint Venture; and

(o)  Investments by any Borrower or any of their respective Subsidiaries not otherwise permitted hereby; provided, however, that the aggregate outstanding amount of all such Investments shall not exceed the Dollar Equivalent of $10,000,000 at any time.

SECTION 8.4   Sale of Assets    Neither Holdings nor any Borrower shall, or shall permit any of its Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets or, in the case of any Borrower or any of their respective Subsidiaries, issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent (any such disposition being an “Asset Sale”), except for the following:

(a)  the sale or disposition by any Borrower or any of their respective Subsidiaries of Inventory in the ordinary course of business;

(b)  the sale or disposition any Borrower or any of their respective Subsidiaries of equipment or Inventory that has become obsolete or is replaced in the ordinary course of business;

(c)  the lease or sublease of real property by any Borrower or any of their respective Subsidiaries not constituting a sale and leaseback;

(d)  assignments and licenses of intellectual property of any Borrower or any of their respective Subsidiaries in the ordinary course of business;

(e)  any Asset Sale (i) by a Domestic Loan Party to another Domestic Loan Party, (ii) by a Material Loan Party that is not a Domestic Loan Party to another Material Loan Party, (iii) by a Material Loan Party to a Loan Party that is not a Material Loan Party not in excess of an aggregate of the Dollar Equivalent of $25,000,000 in any twelve month period, and (iv) by a JD Entity that is not a Material Loan Party to any other JD Entity;

(f)  sales of accounts receivable and related assets in connection with the Italian Factoring Facility and (ii) sales, transfers and other dispositions of Receivables and Related Security to a Securitization Subsidiary for the fair market value thereof, including cash in an amount at lease equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that notes received in exchange for the transfer of Receivables and Related Security will be deemed cash if the Securitization Subsidiary or other payor is required to repay those notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of

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the Company entered into as part of a Securitization Facility and all sales, transfers or other dispositions of Securitization Assets by a Securitization Subsidiary under, and pursuant to, a related Securitization Facility;

(g)  any Asset Sale by a JD Entity to another JD Entity necessary in connection with any Post Closing Reorganization permitted pursuant to Section 8.3 (Investments); provided that the Borrowers comply with the provisions of Section 7.11 (Additional Collateral and Guaranties) in connection therewith and that no Event of Default has occurred and is continuing at the time such Asset Sale is consummated or would result therefrom;

(h)  any assignment, sale of other disposition of payment intangibles more than 90 days past due made in connection with the collection of such delinquent payment intangibles;

(i)  the Whitmire Sale; and

(j)  any Asset Sale by a JD Entity to a Unilever Entity solely in connection with the failure of any JD Entity to obtain any required consent from the applicable Governmental Authority of Mexico (or a state thereof); provided that such Asset Sale is for Fair Market Value and that the aggregate consideration payable in connection therewith is payable in cash upon such sale and is for an amount that is not less than the amount that the Company paid to Unilever for such assets or stock in connection with the Acquisition;

(k)  as long as no Default or Event of Default is continuing or would result therefrom, any other Asset Sale (not otherwise permitted by this Section 8.4 (Sale of Assets)) for Fair Market Value, payable solely in cash upon such sale; provided, however, that with respect to any such sale pursuant to this clause (j), (i) the aggregate consideration received for the sale of all assets sold during any Fiscal Year shall not exceed the Dollar Equivalent of $100,000,000 and (ii) all Net Cash Proceeds of such Asset Sale are applied to the Obligations to the extent required by Section 2.9 (Mandatory Prepayments).

SECTION 8.5   Restricted Payments    Holdings shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment except for the following:

(a)  Restricted Payments by any Subsidiary of any Borrower to such Borrower or any other Loan Party (other than Holdings);

(b)  cash dividends on the Stock of the Company to Holdings paid and declared in any Fiscal Year solely for the purpose of funding payments by Holdings as set forth on Schedule 8.5 (Restricted Payments) subject to the limitations set forth on such schedule; provided, however, such dividends shall not be permitted unless no Event of Default or Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom (on a pro forma basis after giving effect to the payment thereof); and

(i)  in the case of cash payments or other distributions made pursuant to Section 1 on Schedule 8.5 (Restricted Payments), the Company shall have, on a pro forma basis after giving effect to the payment thereof, a Fixed Charge Coverage Ratio (determined for the Financial Covenant Period in respect of which such cash payments or other distributions are made) of not less than 1.25 to 1; and

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(ii)  in the case of cash payments or other distributions made pursuant to Section 2 on Schedule 8.5 (Restricted Payments), the Company shall have, on a pro forma basis after giving effect to the payment thereof, a Fixed Charge Coverage Ratio (determined for the Financial Covenant Period in respect of which such cash payments or other distributions are made) of not less than 1.0 to 1.0; and

(c)  any payments permitted to be made pursuant to Section 8.12 (Payment of Debt; Modification of Debt Agreements).

Notwithstanding the foregoing clause (b), if at any time the Company shall have been prohibited from making any payment under clause (b), the Company shall be permitted to make such payment in arrears; provided that, at the time of making such payment in arrears, the Company is in compliance with the requirements of this Section 8.5 on a Pro Forma Basis after giving effect to the proposed Restricted Payment.

SECTION 8.6     Restrictions on Fundamental Changes; Permitted Acquisitions

Except in connection with a Permitted Acquisition, a Permitted Intercompany Merger, a Post Closing Reorganization set forth on Schedule 8.3(b) (Post Closing Reorganization), or a Delayed Closing, neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, (a) merge or amalgamate with any Person, (b) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, or (e) create any Subsidiary unless, after giving effect thereto, such Subsidiary is a Wholly Owned Subsidiary, the Borrowers are in compliance with Section 7.11 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is permitted under Section 8.3(e) (Investments).

SECTION 8.7     Change in Nature of Business

(a)  Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, make any material change in the nature or conduct of its business, taken as a whole, as carried on at the date hereof, whether in connection with a Permitted Acquisition or otherwise.

(b)  Holdings shall not engage in any business or activity other than (i) holding shares in the Stock of the Company, (ii) issuing the Seller Notes and performing its obligations under the Seller Notes Documents, (iii) paying taxes, (iv) preparing reports to Governmental Authorities and to its shareholders and (v) holding directors and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure. Holdings shall not be the legal or beneficial owner of any interest in any Person other than the legal and beneficial owner of the Stock of the Company.

(c)  No Finance Subsidiary shall engage in any business or activity other than (i) making the Intercompany Loans, holding the Intercompany Notes, the Intercompany Guarantees and Collateral pursuant to Intercompany Collateral Documents and collaterally assigning all of the Intercompany Loan Documents to the Administrative Agent for the benefit of the Secured Parties, (ii) performing its obligations under the Loan Documents, (iii) paying taxes, (iv) preparing reports to Governmental Authorities and to the Company and (v) holding directors

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and shareholders meetings, preparing corporate records and other corporate activities required to maintain its separate corporate structure.

(d)  No Finance Subsidiary shall be the legal or beneficial owner of any interest in any Person.

(e)  No Securitization Subsidiary shall engage in any business or activity other than performing its obligations under the related Securitization Facility.

SECTION 8.8   Transactions with Affiliates    Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, except as otherwise expressly permitted in this Agreement or as set forth on Schedule 8.8 (Transactions with Affiliates), do any of the following: (a) make any Investment in an Affiliate of the Company, a member of the Johnson Family Group or a member of the Unilever Group, (b) transfer, sell, lease, assign or otherwise dispose of any asset to any Affiliate of the Company, a member of the Johnson Family Group or a member of the Unilever Group, (c) merge into or consolidate/amalgamate with or purchase or acquire assets from any Affiliate of the Company, a member Johnson Family Group or a member of the Unilever Group, (d) repay any Indebtedness to any Affiliate of the Company, a member Johnson Family Group or a member of the Unilever Group that is not a Subsidiary of the Company or (e) enter into any other transaction directly or indirectly with or for the benefit of any Affiliate of the Company, a member Johnson Family Group or a member of the Unilever Group that is not a Guarantor (including guaranties and assumptions of obligations of any such Affiliate), except for (i) transactions in the ordinary course of business on a basis no less favorable to the Company or such Guarantor as would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Company, a member Johnson Family Group or a member of the Unilever Group, (ii) Securitization Facilities and transactions in connection therewith, and (iii) salaries and other director or employee compensation to officers or directors of any JD Entity.

SECTION 8.9   Restrictions on Subsidiary Distributions; No New Negative Pledge    Other than (a) pursuant to the Loan Documents and (b) any agreements governing any Securitization Facility, purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(d), (f), or (g) (Indebtedness) (in the case of this clause (b), any prohibition or limitation shall only be effective against, in the case of purchase money Indebtedness or Capital Lease Obligations, the assets financed thereby or, in the case of a Securitization Facility, the Securitization Assets), neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, (i) agree to enter into or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay dividends or make any other distribution or transfer of funds or assets or make loans or advances to or other Investments in, or pay any Indebtedness owed to, the Company or any other Subsidiary thereof (other than restrictions imposed by Section 4.10(a)(i)(E) of the Stockholders Agreement) or (ii) enter into or suffer to exist or become effective any agreement prohibiting or limiting the ability of the Company or any Subsidiary thereof to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, to secure the Secured Obligations, including any agreement requiring other Indebtedness or Contractual Obligation to be equally and ratably secured with the Secured Obligations.

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SECTION 8.10   Modification of Constituent Documents    Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, change its capital structure (including in the terms of its outstanding Stock) or otherwise amend its Constituent Documents, except for changes and amendments that do not materially and adversely affect the interests of the Administrative Agent, the Lenders and the Issuers under the Loan Documents or in the Collateral; provided that in no event shall the rights of Johnson Consumer relating to its ownership of any interest in the Company be amended without the prior written consent of the Administrative Agent.

SECTION 8.11   Modification of Related Documents    Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, (a) permit any breach or default to exist under any Material Contract or any Related Document (other than the Senior Subordinated Debt Documents and the Seller Notes), or take or fail to take any action thereunder, if to do so would have a Material Adverse Effect or (b) alter, rescind, terminate, amend, supplement, waive or otherwise modify any provision of any Material Contract or any such Related Document (except for such modifications which do not have a reasonable likelihood of materially and adversely affecting (i) the ability of any Loan Party to perform its obligations under the Loan Documents to which it is party, or (ii) the interests of the Lenders under the Loan Documents).

SECTION 8.12   Payment of Debt; Modification of Debt Agreements

(a)  Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except (i) the prepayment of the Obligations in accordance with the terms of this Agreement, (ii) regularly scheduled or required repayments or redemptions of the working capital Indebtedness permitted to be incurred pursuant to Section 8.1(h) (Indebtedness), but only to the extent permitted to be made by the terms thereof, (iii) prepayment in full of the CMI Holdco Note within 90 days after the Closing Date in accordance with the terms thereof, (iv) payment of Indebtedness under the Acquisition Agreement and any other Ancillary Agreement (as defined in the Acquisition Agreement) when due, to the extent such Indebtedness is not subordinated to the Obligations, and (v) the prepayment of any Indebtedness payable to any Loan Party by any other JD Entity; provided that no Loan Party shall make any payment or prepayment of principal of any Intercompany Term Loan other than in connection with any repayment of the Term Facilities pursuant to Section 2.6 (Repayment of Loans) or a permanent reduction of the Revolving Credit Commitments pursuant to Section 2.5(b) (Reduction and Termination of the Revolving Credit Commitments), in each case, in the aggregate amount equal to such principal repayment or Revolving Credit Commitment reduction.

(b)  Notwithstanding the provisions of this Section 8.12 (Payment of Debt; Modification of Debt Agreements), neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, change or amend the terms of the Senior Subordinated Debt Documents or the Seller Notes if the effect of such amendment is to (i) increase the interest rate on such Indebtedness, (ii) change the dates upon which payments of principal or interest are due on such Indebtedness other than to extend such dates, (iii) change any default or event of default other than to delete or make less restrictive any default provision therein, or add any covenant with respect to such Indebtedness, (iv) change the redemption or prepayment provisions of such Indebtedness other than to extend the dates therefor or to reduce the premiums payable in connection therewith or (v) change or amend any other term if such change or amendment would

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materially increase the obligations of the obligor or confer additional material rights to the holder of such Indebtedness in a manner adverse to Holdings, any Borrower, any of their respective Subsidiaries, the Administrative Agent or any Lender.

SECTION 8.13   Accounting Changes; Fiscal Year    Neither Holdings nor any Borrower shall, or shall permit any of their respective Subsidiaries to, change its (a) accounting treatment and reporting practices or tax reporting treatment, except as required by GAAP or any Requirement of Law and disclosed to the Lenders and the Administrative Agent or (b) Fiscal Year (except as set forth on Schedule 8.13 (Contemplated Accounting Changes) or upon 60 days prior written notice to the Administrative Agent).

SECTION 8.14   Margin Regulations    The Borrowers shall not, and shall not permit any of their respective Subsidiaries to, use all or any portion of the proceeds of any credit extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation U of the Federal Reserve Board.

SECTION 8.15   Sale/Leasebacks    Other than the sale and leaseback transactions in existence on the Closing Date and set forth on Schedule 8.15 (Existing Sale and Leasebacks) (which transactions shall not be renewed, replaced or refinanced (other than pursuant to the Loan Documents) upon the expiration or other termination thereof), the Loan Parties shall not, and shall not permit any of their respective Subsidiaries to, enter into any sale and leaseback transaction if, after giving effect to such sale and leaseback transaction, the aggregate Fair Market Value of all properties covered by sale and leaseback transactions would exceed the Dollar Equivalent of $25,000,000.

SECTION 8.16   Cancellation of Indebtedness Owed to It    Neither Holdings nor the Borrowers shall, or shall permit any of their respective Subsidiaries to, cancel any claim or Indebtedness owed to any of them except in the ordinary course of business consistent with past practice.

SECTION 8.17   No Speculative Transactions    Neither Holdings nor the Borrowers shall, or shall permit any of their Subsidiaries to, engage in any speculative transaction or in any transaction involving Hedging Contracts except as required by Section 7.14 (Interest Rate Contracts) or for the sole purpose of hedging (a) in the normal course of business or (b) in connection with the Acquisition and in any event consistent with industry practices.

SECTION 8.18   Compliance with ERISA    The Company shall not cause or permit to occur, and shall not permit any of its Subsidiaries or ERISA Affiliates to cause or permit to occur, (a) an event that could result in the imposition of a Lien under Section 412 of the Code or Section 302 or 4068 of ERISA or (b) ERISA Events that would have a Material Adverse Effect in the aggregate over all such ERISA Events.

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ARTICLE IX

EVENTS OF DEFAULT

SECTION 9.1   Events of Default    Each of the following events shall be an Event of Default:

(a)  any Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation when the same becomes due and payable; or

(b)  any Borrower shall fail to pay any interest on any Loan, any fee under any of the Loan Documents or any other Obligation (other than referred to in clause (a) above) and such non-payment continues for a period of three Business Days after the due date therefor; or

(c)  any representation or warranty made or deemed made by any Loan Party in any Loan Document or by any Loan Party (or any of their respective officers) in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(d)  any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Article V(Financial Covenants), Section 6.1 (Financial Statements), 6.2 (Default Notices), 7.6 (Access) or 7.14 (Interest Rate Contracts) or Article VIII (Negative Covenants), or (ii) any other term, covenant or agreement contained in this Agreement or in any other Loan Document if such failure under this clause (ii) shall remain unremedied for 30 days after the earlier of (A) the date on which a Responsible Officer of the Company becomes aware of such failure and (B) the date on which written notice thereof shall have been given to the Company by the Administrative Agent or any Lender; or

(e)  (i) any JD Entity shall fail to make any payment on any Indebtedness of such JD Entity (other than the Obligations or under any Intercompany Note) or any Guaranty Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates to Indebtedness having a principal amount of the Dollar Equivalent of $25,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or (iii) any such Indebtedness shall become or be declared to be due and payable, or required to be prepaid or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

(f)  (i) Any Material Loan Party, any Significant Subsidiary, or any combination of Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary, shall make a general assignment for the benefit of creditors, (ii) any proceeding shall be instituted by or against any Material Loan Party, any Significant Subsidiary, or any combination of Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary, seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, interim receiver, receiver and manager, trustee or other similar official for it or for any substantial part of

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its property; provided, however, that, in the case of any such proceedings instituted against any Material Loan Party, any Significant Subsidiary, or any combination of Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary, (but not instituted by a JD Entity), either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) any Material Loan Party, any Significant Subsidiary, or any combination of Subsidiaries of Holdings that, taken together, would constitute a Significant Subsidiary, shall take any corporate action to authorize any action set forth in clauses (i) and (ii) above; or

(g)  If one or more JD Entities, the aggregate EBITDA of which for the most recently completed Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) is more than 5% of the aggregate EBITDA of the Company and all of its Subsidiaries, taken as a whole, for such period, shall (i) make a general assignment for the benefit of creditors, (ii) be the subject of any proceeding instituted by or against it seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts, under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver, interim receiver, receiver and manager, trustee or other similar official for it or for any substantial part of its property; provided, however, that, in the case of any such proceedings instituted against one or more such JD Entities (but not instituted by any JD Entity), either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any action sought in such proceedings shall occur or (iii) take any corporate action to authorize any action set forth in clauses (i) and (ii) above;

(h)  Any JD Entity shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally; or

(i)  one or more judgments or orders (or other similar process) involving, in the case of a money judgment, an amount in excess of the Dollar Equivalent of $25,000,000 in the aggregate over all such money judgments, to the extent not covered by insurance or an indemnity (the terms of which are reasonably satisfactory to the Administrative Agent), shall be rendered against one or more of Holdings and its Subsidiaries and shall remain unpaid and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(j)  an ERISA Event shall occur and the amount of all liabilities and deficiencies resulting therefrom, whether or not assessed, together with all other ERISA Events could reasonably be likely to have a Material Adverse Effect; or

(k)  any provision of any Collateral Document, any Guaranty, any Intercompany Guaranty or any other Loan Document after delivery thereof pursuant to this Agreement shall for any reason cease to be valid and binding on, or enforceable against, any Loan Party party thereto, or any Loan Party shall so state in writing; or

(l)  any Collateral Document or Intercompany Collateral Document shall for any reason fail or cease to create a valid Lien on any Collateral purported to be covered thereby or, except as permitted by the Loan Documents, such Lien shall fail or cease to be a perfected and first priority Lien or any Loan Party shall so state in writing; or

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(m)  there shall occur any Change of Control; or

(n)  one or more JD Entity shall have entered into one or more consent or settlement decrees or agreements or similar arrangements with a Governmental Authority or one or more judgments, orders, decrees or similar actions shall have been entered against one or more JD Entity based on or arising from the violation of or pursuant to any Environmental Law, or the generation, storage, transportation, treatment, disposal or Release of any Contaminant and, in connection with all the foregoing, the JD Entities are likely to incur Environmental Liabilities and Costs in excess of the Dollar Equivalent of $25,000,000 in the aggregate over all such Environmental Liabilities and Costs that were not reflected in the Projections or the Financial Statements delivered pursuant to Section 4.4 (Financial Statements and Other Information); or

(o)  the Senior Subordinated Notes or the guarantees thereof shall cease, for any reason, to be subordinated to the Obligations or the obligations of the Borrowers and the Guarantors under their respective Guarantees, as the case may be, as provided in the Senior Subordinated Debt Documents, or any Loan Party, any Affiliate of any Loan Party shall so assert.

SECTION 9.2   Remedies    During the continuance of any Event of Default, the Administrative Agent (a) may, and, at the request of the Requisite Lenders, shall, by notice to the Borrowers declare that all or any portion of the Commitments be terminated, whereupon the obligation of each Lender to make any Loan and each Issuer to Issue any Letter of Credit shall immediately terminate (to the extent of any such terminated portion) and (b) may and, at the request of the Requisite Lenders, shall, by written notice to the Borrowers, declare the Loans, all interest thereon and all other amounts and Obligations payable under this Agreement to be forthwith due and payable, whereupon the Loans, all such interest and all such amounts and Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that upon the occurrence of the Events of Default specified in Section 9.1(f) (Events of Default), (x) the Commitments of each Lender to make Loans and the commitments of each Lender and Issuer to Issue or participate in Letters of Credit shall each automatically be terminated and (y) the Loans, all such interest and all such amounts and Obligations shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrowers. In addition to the remedies set forth above, the Administrative Agent may exercise any remedies provided for by the Collateral Documents in accordance with the terms thereof or any other remedies provided by applicable law.

SECTION 9.3   Actions in Respect of Letters of Credit    Upon the Revolving Credit Termination Date or as may be required by Section 2.9 (Mandatory Prepayments) the Borrowers shall pay to the Administrative Agent in immediately available funds at the Administrative Agent’s office referred to in Section 11.8 (Notices, Etc.), for deposit in a Cash Collateral Account, an amount equal to 105% (or in the case of a payment pursuant to Section 2.9 (Mandatory Prepayments), 100%) of the sum of all outstanding Letter of Credit Obligations. The Administrative Agent may, from time to time after funds are deposited in any Cash Collateral Account, apply funds then held in such Cash Collateral Account to the payment of any amounts, in accordance with Section 2.13 (g) (Payments and Computations), as shall have become or shall become due and payable by the Borrowers to the Issuers or Lenders in respect of the Letter of Credit Obligations. The Administrative Agent shall promptly give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate any such application.

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ARTICLE X

THE ADMINISTRATIVE AGENT

SECTION 10.1   Authorization and Action

(a)  Each Lender and each Issuer hereby appoints CUSA as the Administrative Agent hereunder and acknowledge and agree that CUSA’s Affiliate, Citibank N.A., Hong Kong, shall act as the Administrative Agent with respect to the Yen Revolving Credit Facility, and each Lender and each Issuer authorizes each Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement, the other Loan Documents and the Securitization Intercreditor Agreement as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and each Issuer hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, the Securitization Intercreditor Agreement and each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under the Securitization Intercreditor Agreement and such Loan Documents and, in the case of the Collateral Documents, to act as agent for the Lenders, Issuers and the other Secured Parties under such Collateral Documents.

(b)  As to any matters not expressly provided for by this Agreement and the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders, and such instructions shall be binding upon all Lenders and each Issuer; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to personal liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders and the Issuers with respect to such action or (ii) is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender and each Issuer prompt notice of each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan Documents.

(c)  In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuers and its duties are entirely administrative in nature. The Administrative Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein and in the other Loan Documents or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuer or holder of any other Obligation. The Administrative Agent may perform any of its duties under any Loan Document by or through its agents or employees.

(d)  Each Lender, Issuer, the Syndication Agent, each Documentation Agent, each Joint Lead Arranger and each Joint Book Manager hereby:

(i)  constitutes and appoints Citicorp USA, Inc. (and the individuals through which it may be represented) or any other Person appointed Administrative Agent pursuant to Section 10.6 (Successor Administrative Agent) (and the individuals through which it may be represented), its true and lawful attorney-in-fact (including within the meaning of Article 2692 of the Civil Code of Quebec) to:

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(A)  execute, accept, register at the relevant registries and deliver any Loan Document, including one or more Collateral Documents, as such attorney-in-fact may deem necessary or desirable, any amendments thereto, and all post-effective amendments, extensions, supplements and cancellations to such Loan Documents, in such form(s) as such attorney-in-fact may approve, and to file the same and all other documents in related thereto with the applicable Government Authorities or such other Person as required by any Requirement of Law and to hold on behalf of each present and future Secured Party security granted by a Loan Party; provided, however, that in no event shall this clause (d) be deemed to authorize or permit Citicorp or any other Person to execute this Credit Agreement or any amendment hereto as attorney-in-fact of any Lender or Issuer, and

(B)  appear before a notary public for the purposes of raising to the status of public document (“elevar a público”) any Loan Document, as well as in order to execute the notarial deeds (“escrituras públicas o pólizas”) which are necessary in order for any Loan Party to grant any other guaranty or security interests in order to secure their obligations under any Loan Document.

(ii)  grants to such attorney-in-fact full power and authority to do and perform each and every act necessary to be done to ensure that such Collateral Documents comply with Requirements of Law and each Lender and Issuer.

Notwithstanding the provisions of Section 32 of the Act Respecting Special Powers of Legal Persons (Quebec), the Administrative Agent may acquire or be the pledgee or the holder of any bonds or debenture secured by any hypothec granted by a Loan Party under the laws of the Province of Quebec.

SECTION 10.2   Administrative Agent’s Reliance, Etc.    None of the Administrative Agent, any of its Affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with this Agreement or the other Loan Documents, except for its, his, her or their own gross negligence or willful misconduct. Without limiting the foregoing, the Administrative Agent (a) may treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal counsel (including counsel to the Borrowers or any other Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (d) makes no warranty or representation to any Lender or Issuer and shall not be responsible to any Lender or Issuer for any statements, warranties or representations made by or on behalf of the Holdings or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the performance or observance of any term, covenant or condition of this Agreement or any other Loan Document, as to the financial condition of any Loan Party or as to the existence or possible existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, this Agreement, any other Loan Document or any other instrument or document furnished

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pursuant hereto or thereto and (g) shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 10.3   The Administrative Agent Individually    With respect to its Ratable Portion, CUSA shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders”, “Requisite Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include, without limitation, the Administrative Agent in its individual capacity as a Lender or as one of the Requisite Lenders. CUSA and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with, any Loan Party as if CUSA were not acting as the Administrative Agent.

SECTION 10.4   Lender Credit Decision    Each Lender and each Issuer acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender conduct its own independent investigation of the financial condition and affairs of the JD Entities in connection with the making and continuance of the Loans and with the issuance of the Letters of Credit. Each Lender and each Issuer also acknowledges that it shall, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Loan Documents.

SECTION 10.5   Indemnification    Each Lender agrees to indemnify the Administrative Agent and each of its Affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrowers and without limiting the Borrowers’ obligations to do so), from and against such Lender’s aggregate Ratable Portion of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Administrative Agent or any of its Affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of this Agreement or the other Loan Documents or any action taken or omitted by the Administrative Agent under this Agreement or the other Loan Documents; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or such Affiliate’s gross negligence or willful misconduct. Without limiting the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement or the other Loan Documents, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrowers or another Loan Party.

SECTION 10.6   Successor Administrative Agent    The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrowers. Upon any such resignation, the Requisite Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted such appointment, within 30 days after the retiring

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Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, selected from among the Lenders. In either case, such appointment shall be subject to the prior written approval of the Borrowers (which approval may not be unreasonably withheld and shall not be required upon the occurrence and during the continuance of an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

SECTION 10.7   Concerning the Collateral and the Collateral Documents

(a)  Each Lender and each Issuer agrees that any action taken by the Administrative Agent or the Requisite Lenders (or, where required by the express terms of this Agreement, a greater proportion of the Lenders) in accordance with the provisions of this Agreement or of the other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, Issuers and other Secured Parties. Without limiting the generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with respect to all payments and collections arising in connection herewith and with the Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each such agreement delivered by the Company or any of its Subsidiaries, (iii) act as collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all security interests and Liens created by such agreements and all other purposes stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Lender and Issuer to act as collateral sub-agent for the Administrative Agent, the Lenders and the Issuers for purposes of the perfection of all security interests and Liens with respect to the Company’s and its Subsidiaries’ respective Deposit Accounts maintained with, and cash and Cash Equivalents held by, such Lender or such Issuer, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as is necessary or desirable to maintain the perfection and priority of the security interests and Liens created or purported to be created by the Collateral Documents and (vi) except as may be otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all remedies given to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties with respect to the Collateral under the Loan Documents relating thereto, applicable law or otherwise.

(b)  Each of the Lenders and the Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause (ii) below, release or subordinate) any Lien held by the Administrative Agent for the benefit of the Lenders and the Issuers against any of the following:

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(i)  all of the Collateral, upon termination of the Commitments and payment and satisfaction in full of all Loans, Reimbursement Obligations and all other Secured Obligations that the Administrative Agent has been notified in writing are then due and payable (and, in respect of contingent Letter of Credit Obligations, with respect to which cash collateral has been deposited or a back-up letter of credit has been issued, in either case on terms reasonably satisfactory to the Administrative Agent and the applicable Issuers);

(ii)  any assets that are subject to a Lien permitted by Section 8.2(d), (e) or (h) (Liens, Etc.); and

(iii)  any part of the Collateral sold or disposed of by a Loan Party (including against any assets of a Loan Party, the Stock of which is being sold or disposed of) if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) other than an Asset Sale pursuant to Section 8.4(e) or Section 8.4(g) (Sale of Assets) or, if not pursuant to such sale or disposition, if such release is consented to by the Lenders required to consent thereto under Section 11.1(Amendments, Waivers, Etc.).

(c)  Each of the Lenders and the Issuers hereby directs, in accordance with the terms hereof, the Administrative Agent to release any Subsidiary Guarantor from its obligations under the applicable Guaranty if the Stock of such Subsidiary Guarantor is being sold or disposed of, if such sale or disposition is permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement) other than an Asset Sale pursuant to Section 8.4(e) (Sale of Assets) or, if not pursuant to such sale or disposition, if such release is consented to by the Lenders required to consent thereto under Section 11.1 (Amendments, Waivers, Etc.).

Each of the Lenders and the Issuers hereby directs the Administrative Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section 10.7 promptly upon the effectiveness of any such release.

SECTION 10.8   Collateral Matters Relating to Related Obligations    The benefit of the Loan Documents and of the provisions of this Agreement relating to the Collateral shall extend to and be available in respect of any Secured Obligation arising under any Hedging Contract or that is otherwise owed to Persons other than the Administrative Agent, the Lenders and the Issuers (collectively, “Related Obligations”) solely on the condition and understanding, as among the Administrative Agent and all Secured Parties, that (a) the Related Obligations shall be entitled to the benefit of the Loan Documents and the Collateral to the extent expressly set forth in this Agreement and the other Loan Documents and to such extent the Administrative Agent shall hold, and have the right and power to act with respect to, each Guaranty and the Collateral on behalf of and as agent for the holders of the Related Obligations, but the Administrative Agent is otherwise acting solely as agent for the Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations, (b) all matters, acts and omissions relating in any manner to any Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement and the other Loan Documents and no separate Lien, right, power or remedy shall arise or exist in favor of any Secured Party under any separate instrument or agreement or in respect of any Related Obligation, (c) each Secured

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Party shall be bound Documents, by the Administrative Agent and the Requisite Lenders, each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Revolving Credit Commitments and its own interest in the Loans, Letter of Credit Obligations and other Obligations to it arising under this Agreement or the other Loan Documents, without any duty or liability to any other Secured Party or as to any Related Obligation and without regard to whether any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no holder of Related Obligations and no other Secured Party (except the Administrative Agent, the Lenders and the Issuers, to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under this Agreement or the Loan Documents and (e) no holder of any Related Obligation shall exercise any right of setoff, banker's lien or similar right except as expressly provided in Section 11.6 (Right of Set-off).

Section 10.9   Matters relating to Dutch Collateral

(a)  Each of the Lenders and Issuers and the other parties to this Agreement hereby agrees and acknowledges that, solely for the purposes of perfecting and enforcing the interest of the Secured Parties by the Administrative Agent against Collateral governed by the Collateral Documents governed by the laws of The Netherlands (the “Dutch Law Collateral Documents”):

(i)  the Loan Parties that are party to the Dutch Law Collateral Documents are undertaking to pay to CUSA, in its own capacity and not as agent the Parallel Debt;

(ii)  the Parallel Debt is a claim of CUSA which is independent and separate from, and without prejudice to, the claims of the Lenders and Issuers in respect of the obligations of the Loan Parties under the Loan Documents;

(iii)  the Parallel Debt is not a claim which is held jointly with the Secured Parties and consequently, that the laws of The Netherlands governing the joint holding (gemeenschap) of claims are not applicable to the Parallel Debt or to claims of the Lenders and Issuers in respect of such obligations and to the extent any such laws are applicable, the applicability of such laws is hereby expressly waived to the extent possible and permitted as matter of applicable law;

(iv)  every payment of monies made by a Loan Party to a Secured Party towards or in satisfaction of the Secured Obligations of such Loan Party shall be in satisfaction pro tanto of the Parallel Debt, provided that if any payment as mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application, CUSA shall be entitled to receive the amount of such payment from the Loan Parties under the Parallel Debt and each Loan Party shall remain liable under the Parallel Debt to perform its relevant obligations and the relevant liability of the Loan Parties shall be deemed not to have been discharged;

(v)  subject to the proviso in clause (iv) above, but notwithstanding any of the other provisions of the Loan Documents:

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(A)  the total amount due and payable as Parallel Debt shall be decreased to the extent that any Loan Party shall have paid any amount to any Secured Party or any of them to reduce the total amount due and payable under the Loan Documents; and

(B)  to the extent that the Loan Parties shall have paid any amounts to CUSA under the Parallel Debt or CUSA shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if such amounts were received directly by the Secured Parties in payment of the outstanding obligations under the Loan Documents.

(b)  CUSA, acting in its own capacity, hereby agrees to apply all proceeds that it receives in connection with any enforcement action taken under or pursuant to the Dutch Law Collateral Documents, or otherwise in satisfaction in whole or in part of the Parallel Debt, mutatis mutandis in accordance with the provisions of this Agreement for the application of proceeds by the Administrative Agent.

SECTION 10.10   Matters Relating to French Collateral

(a)  Solely with respect to each Loan Party incorporated in France or holding Collateral located in France and without limiting any other provision in this Agreement, each Borrower and each Lender agrees that the Administrative Agent shall be the joint creditor (together with the relevant Lender) of each and every obligation of any Borrower and each Loan Party towards each of the Lenders under or in connection with the Facilities, and that accordingly the Administrative Agent will have its own independent right to demand performance by the relevant Borrower and each Loan Party of those obligations and to enforce any rights and remedies relating to Collateral located in, or owned by any Loan Party incorporated in, France. However, any discharge of any such obligation to the Administrative Agent or a Lender shall, to the same extent, discharge the corresponding obligation owing to the other.

(b)  Without limiting or affecting the Administrative Agent’s rights against any Borrower or other Loan Party, the Administrative Agent agrees with each other Lender that it will not exercise its rights as a joint creditor with respect to the rights of any Lender except with the consent of the Requisite Lenders in connection with the exercise of remedies against a Loan Party; provided, however, that nothing herein shall in any way limit the Administrative Agent’s right to act in the protection or preservation of its rights under, or to enforce any, Loan Document as contemplated by the Loan Documents.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1   Amendments, Waivers, Etc.

(a)  No amendment or waiver of any provision of this Agreement or any other Loan Document nor consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be in writing and signed by the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders) and, in the case of any amendment, by the Borrowers, and then any such waiver or consent shall be effective only in the

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specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with the consent thereof), do any of the following:

(i)  waive any condition specified in Section 3.1(Conditions Precedent to Initial Loans and Letters of Credit) or Section 3.2(b) (Representations and Warranties; No Defaults), except with respect to a condition based upon another provision hereof, the waiver of which requires only the concurrence of the Requisite Lenders and, in the case of the conditions specified in Section 3.1 (Conditions Precedent to Initial Loans and Letters of Credit), subject to the provisions of Section 3.3 (Determinations of Initial Borrowing Conditions);

(ii)  increase the Commitment of such Lender or subject such Lender to any additional obligation;

(iii)  extend the scheduled final maturity of any Loan owing to such Lender, or waive or postpone any scheduled date fixed for the payment or reduction of principal of any such Loan (it being understood that Section 2.9 (Mandatory Prepayments) does not provide for scheduled dates fixed for payment) or for the reduction of such Lender’s Commitment;

(iv)  reduce the principal amount of any Loan or Reimbursement Obligation owing to such Lender (other than by the payment or prepayment thereof);

(v)  reduce the rate of interest on any Loan or Reimbursement Obligations outstanding to such Lender or any fee payable hereunder to such Lender;

(vi)  postpone any scheduled date fixed for payment of such interest or fees owing to such Lender;

(vii)  change the aggregate Ratable Portions of Lenders required for any or all Lenders to take any action hereunder;

(viii)  extend the duration of any Interest Period beyond six months;

(ix)  release all or a substantial portion of the Collateral except as provided in Section 10.7(b) (Concerning the Collateral and the Collateral Documents) or release any Borrower from its payment obligation to such Lender under this Agreement or the Notes owing to such Lender (if any) or release any Guarantor from its obligations under the applicable Guaranty except in connection with sale or other disposition of a Subsidiary Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement);

(x)  amend the definition of “Joint Liabilities”; or

(xi)  amend Section 10.7(b) (Concerning the Collateral and the Collateral Documents), this Section 11.1 or any definition of the terms “Requisite Lenders”, “Requisite Tranche A Lenders”, “Requisite Tranche B Dollar Lenders”,

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“Requisite Tranche B Euro Lenders”, “Requisite Tranche C Lenders”, “Requisite Revolving Credit Lenders” or “Ratable Portion”, provided, that in connection with the addition to the Facilities of a new tranche of loans, the Section 11.1 (Amendments, Waivers, Etc.) and the definition of “Ratable Portion” and “Requisite Lenders” may be amended with the consent of the Requisite Lenders in order to provide the lenders of such new tranche of loans with voting rights proportionate to the commitments of such new lenders

and; provided, further, that

(A)  any waiver of, or modification of the application of payments to the Term Loans pursuant to Section 2.9 (Mandatory Prepayments) shall require the consent of the Requisite Tranche A Lenders, the Requisite Tranche B Dollar Lenders, the Requisite Tranche B Euro Lenders and the Requisite Tranche C Lenders and any modification of the application of payments to the Revolving Loans pursuant to Section 2.9 (Mandatory Prepayments) or the reduction of the Revolving Credit Commitments pursuant to Section 2.5(b) (Reduction and Termination of the Revolving Credit Commitments) shall require the consent of the Requisite Revolving Credit Lenders,

(B) no amendment, waiver or consent shall, unless in writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to Section 11.2(f) (Assignments and Participations) affect the grant or nature of such option or the right or duties of such Special Purpose Vehicle hereunder,

(C)  no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents;

(D)  no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to each Swing Loan Lender or Issuer, affect the rights or duties of the Swing Loan Lenders or the Issuers, in their respective capacities as such, under this Agreement or the other Loan Documents.

(b) The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar or other circumstances.

(c)  If, in connection with any proposed amendment, modification, waiver or termination (a “Proposed Change”) requiring the consent of all affected Lenders, the consent of Requisite Lenders is obtained but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is not obtained as described in this Section 11.1 being referred to as a “Non-Consenting Lender”), then, so long as the Lender acting as the Administrative Agent is not a Non-Consenting Lender, at the Borrowers’ request, the

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Administrative Agent or an Eligible Assignee acceptable to the Administrative Agent and, prior to an Event of Default that is continuing, the Company, shall have the right with the Administrative Agent's consent and in the Administrative Agent's sole discretion (but shall have no obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the Administrative Agent's request, sell and assign to the Lender acting as the Administrative Agent or such Eligible Assignee, all of the Commitments, Term Loans, Dollar/Euro Revolving Credit Outstandings and Yen Revolving Credit Outstandings of such Non-Consenting Lender for an amount equal to the principal balance of all Loans held by the Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Acceptance.

SECTION 11.2   Assignments and Participations

(a)  Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that:

(i)  (A) if any such assignment shall be of the assigning Lender’s Dollar/Euro Revolving Credit Outstandings or Yen Revolving Credit Outstandings and related Revolving Credit Commitment, such assignment shall cover the same percentage of such Lender’s Dollar/Euro Revolving Credit Outstandings or Yen Revolving Credit Outstandings, respectively, and related Revolving Credit Commitment, and (B) if any such assignment shall be of the assigning Lender’s Tranche A Loans, Tranche B Dollar Loans, Tranche B Euro Loans or Tranche C Loans, and related Commitments, such assignment shall cover the same percentage of such Lender’s Tranche A Loans, Tranche B Dollar Loans, Tranche B Euro Loans, or Tranche C Loans respectively, and related Commitment,

(ii)  the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the Assignor’s entire interest) be less than the Dollar Equivalent of $1,000,000 or an integral multiple of the Dollar Equivalent of $1,000,000 in excess thereof (other than with respect of any assignment of which either Arranger is the assignee or the assignor), except, in either case, (A) with the consent of the Borrowers and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate of such Lender or Approved Fund of any Lender,

(iii)  if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Borrowers (which consent shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrowers shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing,

(iv)  any such assignment need not be ratable as among any of the Facilities.

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(b)  The parties to each assignment shall execute and deliver to the Administrative Agent for its acceptance and recording, an Assignment and Acceptance, together with any Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon such execution, delivery, acceptance and recording and the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $1,000 (other than with respect of any assignment of which either Arranger is the assignee or the assignor), from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

(c)  The Administrative Agent, acting on behalf of the Borrowers, shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and shall maintain a register for the recording of the names and addresses of the Lenders, the Issuers and the Commitments of and principal amount of the Loans and Letter of Credit Obligations owing to each Lender and to each Issuer from time to time (the “Register”). Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register. The entries in the Register shall be prima facie evidence thereof, and the Loan Parties, the Administrative Agent and the Lenders and the Issuers may treat each Person whose name is recorded in the Register as a Lender or as an Issuer, as applicable, for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers at any reasonable time and from time to time upon reasonable prior notice.

(d)  Notwithstanding anything to the contrary contained in clause (c) above, the Loans (including the Notes evidencing such Loans) and the Letters of Credit are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans and the right, title, and interest of the Issuers and their assignees in and to such Letters of Credit shall be transferable only upon notation of such transfer in the Register. A Note shall only evidence the Lender’s or an assignee’s right title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation within the meaning of Section 163(f) of the Code. This Section 11.2 shall be construed so that the Loans and the Letters of Credit are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (or any successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this Section 11.2 and for tax purposes only, the Administrative Agent shall act as the Borrowers’ agent for purposes of maintaining such notations of transfer in the Register.

(e)  Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt written notice thereof to the Borrowers. Within ten Business Days after its receipt of such notice, the Borrowers, at their own expense,

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shall, if requested by such assignee, execute and deliver to the Administrative Agent new Notes to the order of such assignee in an amount equal to the Commitments and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and has retained Commitments or Loans hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitments and Loans retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term Note), as applicable.

(f)  In addition to the other assignment rights provided in this Section 11.2, each Lender may (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Lender to make such Loans thereunder; provided, however, that nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement), and (ii) assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the Loans) to (x) any Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board without notice to or consent of the Borrowers or the Administrative Agent, (y) to any bona fide holder of, any financial trustee for any holder of, any collateral agent for any holder of, or any other representative of holder of, obligations owed or securities issued, by such fund, as security for such obligations or securities without notice to or consent of the Borrowers or Administrative Agent; provided that in so acting such holder, trustee, collateral agent or other representative is acting in its normal course of business, and (z) to any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above; and provided, further, that no such assignment or grant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above. The parties hereto acknowledge and agree that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, it will not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the payment in full of the Obligations).

(g)  Each Lender may, without notice to or consent of the Borrowers or Administrative Agent, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit). The terms of such participation shall not, in any event, require the participant’s consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce the obligations of the Loan Parties), except if any such amendment, waiver or other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.7(b) (Concerning

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the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender's obligations under the Loan Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other parties for the performance of such obligations, (y) such Lender shall remain the holder of such Obligations for all purposes of this Agreement and (z) the Borrowers, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Section 2.14(c) (Increased Costs), (d) (Illegality), (e) (Breakage Costs), 2.15 (Capital Adequacy) and 2.16 (Taxes) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrowers shall not, at any time, be obligated to make under Section 2.14(d) (Illegality), 2.15 (Capital Adequacy) or 2.16 (Taxes) to the participants in the rights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrowers would have been obligated to pay to such Lender in respect of such interest had such participation not been sold.

(h)  Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrowers, the Administrative Agent, such Issuer and such Lender, subject to the provisions under Section 11.2(d) relating to notations of transfer in the Register. If any Issuer ceases to be a Lender hereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of the effective date of such cessation, such Issuer’s obligations to Issue Letters of Credit pursuant to Section 2.4 (Letters of Credit) shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such date.

SECTION 11.3   Costs and Expenses

(a)  The Borrowers agree upon demand to pay, or reimburse the Administrative Agent for, all of the Administrative Agent’s reasonable internal and external audit, legal, appraisal, valuation, filing, document duplication and reproduction and investigation expenses and for all other reasonable out-of-pocket costs and expenses of every type and nature (including, without limitation, the reasonable fees, expenses and disbursements of the Administrative Agent’s counsel, Weil, Gotshal & Manges LLP, local legal counsel, auditors, accountants, appraisers, printers, insurance and environmental advisors, and other consultants and agents) incurred by the Administrative Agent in connection with any of the following: (i) the Administrative Agent’s audit and investigation of Holdings and its Subsidiaries in connection with the preparation, negotiation or execution of any Loan Document or the Administrative Agent’s periodic audits of Holdings or any of its Subsidiaries, as the case may be, (ii) the preparation, negotiation, execution or interpretation of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit), any Loan Document or any proposal letter or commitment letter issued in connection therewith, or the making of the Loans hereunder, (iii) the creation, perfection or protection of the Liens under any Loan Document (including any reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the ongoing administration of this Agreement and the Loans, including consultation with attorneys in connection therewith and with respect to the Administrative Agent’s rights and responsibilities hereunder and under the other Loan Documents, (v) the protection, collection or enforcement of any Secured Obligation or the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court proceeding relating in any way to the Secured Obligations, any Loan Party, any other JD Entity, the Acquisition, the Related Documents, this Agreement or

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any other Loan Document, (vii) the response to, and preparation for, any subpoena or request for document production with which the Administrative Agent is served or deposition or other proceeding in which the Administrative Agent is called to testify, in each case, relating in any way to the Secured Obligations, any Loan Party, any JD Entity, the Acquisition, the Related Documents, this Agreement or any other Loan Document or (viii) any amendment, consent, waiver, assignment, restatement, or supplement to any Loan Document or the preparation, negotiation, and execution of the same.

(b)  The Borrowers further agree to pay or reimburse the Administrative Agent and each of the Lenders and Issuers upon demand for all out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Administrative Agent, such Lenders or Issuers in connection with any of the following: (i) in enforcing any Loan Document or Secured Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Secured Obligations, any JD Entity and related to or arising out of the transactions contemplated hereby or by any other Loan Document or Related Document or (iv) in taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.

SECTION 11.4   Indemnities

(a)  The Borrowers agree to indemnify and hold harmless the Agents, the Arrangers, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, trustees, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state, provincial or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Borrowers shall not have any obligation under this Section 11.4 to an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of Holdings or any of its Subsidiaries

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involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning Holdings or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to Holdings or any of its Subsidiaries, or the owner, lessee or operator of any property of Holdings or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to Holdings or any of its Subsidiaries and (y) attributable solely to acts of the Administrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Lender or such Issuer.

(b)  The Borrowers shall indemnify the Administrative Agent, the Lenders and each Issuer for, and hold the Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Administrative Agent, the Lenders and the Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

(c)  The Borrowers, at the request of any Indemnitee, shall have the obligation to defend against such investigation, litigation or proceeding or requested Remedial Action and the Borrowers, in any event, may participate in the defense thereof with legal counsel of the Borrowers’ choice. In the event that such Indemnitee requests the Borrowers to defend against such investigation, litigation or proceeding or requested Remedial Action, the Borrowers shall promptly do so and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Borrowers’ obligation and duty hereunder to indemnify and hold harmless such Indemnitee.

(d)  The Borrowers agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 11.4) or any other Loan Document shall (i) survive payment in full of the Secured Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.

SECTION 11.5   Limitation of Liability     The Borrowers agree that no Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Loan Party or any of their respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated hereby and in the other Loan Documents and Related Documents, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to

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have resulted from such Indemnitee’s gross negligence or willful misconduct. Holdings and each Borrower hereby waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

SECTION 11.6   Right of Set-off     Upon the occurrence and during the continuance of any Event of Default each Lender and each Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or its Affiliates to or for the credit or the account of the Borrowers against any and all of the Secured Obligations now or hereafter existing whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and even though such Secured Obligations may be unmatured. Each Lender agrees promptly to notify the Borrowers in writing after any such set-off and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender under this Section 11.6 are in addition to the other rights and remedies (including other rights of set-off) that such Lender may have.

    SECTION 11.7   Sharing of Payments, Etc.

(a)  If any Lender shall at any time obtain any payment of the Loans owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.3 (Costs and Expenses), 11.4 (Indemnities) (other than payments pursuant to Section 2.14 (Special Provisions Governing Eurocurrency Rate Loans), 2.15 (Capital Adequacy), 2.16 (Taxes)) or Section 11.6 (Right of Set-off) or receives any Collateral in respect thereof (in either case, whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) in excess of its Ratable Portion of all payments of such Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in their Loans or other Obligations as shall be necessary to cause such Purchasing Lender to share the excess payment ratably with each of them.

(b)  If all or any portion of any payment received by a Purchasing Lender is thereafter recovered from such Purchasing Lender, such purchase from each Selling Lender shall be rescinded and such Selling Lender shall repay to the Purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Selling Lender’s ratable share (according to the proportion of (i) the amount of such Selling Lender’s required repayment in relation to (ii) the total amount so recovered from the Purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered.

(c)  The Borrowers agree that any Purchasing Lender so purchasing a participation from a Selling Lender pursuant to this Section 11.7 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation.

(d) This Section 11.7 may be changed only with the prior written consent of the Administrative Agent in addition to the Super Majority Lenders.

Section 11.8   Notices, Etc.    All notices, demands, requests and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device

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capable of creating a written record (including electronic mail), and addressed to the party to be notified as follows:

(a)  if to the Borrowers:

JohnsonDiversey, Inc.,

8310 16th Street

PO Box 902

Sturtevant, Wisconsin 53177-0902

Attention: Treasurer and General Counsel

Telecopy no:

E-Mail Address:

and, in the case of the Canadian Borrower, with a copy to:

Johnson Wax Professional, Inc.

100 Matheson Boulevard East

Suite 203

Mississauga, Ontario

L47 2G7

Attention: David Chase

Telecopy no: 905-755-0953

E-mail: david.chase@jwp.com

and, in the case of the Japanese Borrower, with a copy to:

Johnson Professional Co., Ltd.

Yamashita-cho SSK Bldg.

22 Yamshita-cho, Naka-ku,

Yokohama 231-8691 Japan

Attn: Tsuneaki Takahasahi

Manager, Legal Affairs Dept.

Telecopy no: 81-45-640-2231

Telephone no: 81-45-640-2244

(b)  if to any Lender, at its Domestic Lending Office specified opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) or on the signature page of any applicable Assignment and Acceptance;

(c)  if to any Issuer, at the address set forth under its name on Schedule II (Applicable Lending Offices and Addresses for Notices); and

(d)  if to the CUSA, as Administrative Agent, at its Domestic Lending Office specified opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices) and if to Citibank N.A., Hong Kong, as Administrative Agent, at its office specified opposite its name on Schedule II (Applicable Lending Offices and Addresses for Notices), in each case with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue,

136

New York, New York 10153-0119

Attention: Daniel S. Dokos

Telecopy no: (212) 310-8007

E-Mail Address: daniel.dokos@weil.com

or at such other address as shall be notified in writing (x) in the case of the Borrowers and the Administrative Agent, to the other parties and (y) in the case of all other parties, to the Borrowers and the Administrative Agent. All such notices and communications shall be effective upon personal delivery (if delivered by hand, including any overnight courier service), when deposited in the mails (if sent by mail), or when properly transmitted (if sent by a telecommunications device or through the Internet); provided, however, that notices and communications to the Administrative Agent pursuant to Article II (The Facilities) or X (The Administrative Agent) shall not be effective until received by the Administrative Agent.

SECTION 11.9   No Waiver; Remedies    No failure on the part of any party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 11.10   Binding Effect    This Agreement shall become effective when it shall have been executed by the Borrowers and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender and Issuer that such Lender or Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrowers, the Administrative Agent and each Lender and Issuer and, in each case, their respective successors and assigns; provided, however, that the Borrowers shall not have the right to assign their rights hereunder or any interest herein without the prior written consent of the Lenders.

SECTION 11.11   Governing Law    This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 11.12   Submission to Jurisdiction; Service of Process

(a)  Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, Holdings and each Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(b)

(i)  Each of the Borrowers hereby irrevocably designates, appoints and empowers CT Corporation System, 111 Eighth Avenue, New York, NY 10011, Tel: (212) 894-8700, Fax: (212) 894-8790 (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its

137

property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Agreement or any Loan Document. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Borrower in care of the Process Agent at the Process Agent's above address, and each of the Borrowers, hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of the Japanese Borrowers irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Borrower at its address specified in Section 11.8 (Notices, Etc.). Each of the Borrowers agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(ii)  Holdings and the Company hereby irrevocably consent to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to Holdings or the Company at its respective address specified in Section 11.8 (Notices, Etc.). Holdings and the Company agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)  Nothing contained in this Section 11.11 shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against Holdings, any Borrower or any other Loan Party in any other jurisdiction.

(d)  If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars, Euros or Yen into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars, Euros or Yen, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, Euros or Yen, as the case may be, for delivery two Business Days thereafter. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss.

138

SECTION 11.13  Waiver of Jury Trial.    EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUERS, HOLDINGS AND THE BORROWERS IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

SECTION 11.14   Marshaling; Payments Set Aside    None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of Holdings, any Borrower or any other party or against or in payment of any or all of the Secured Obligations. To the extent that any Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

SECTION 11.15   Section Titles    The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference such section. If a numbered reference to a clause, sub-clause or subsection hereof is immediately followed by a reference in parenthesis to the title of a section hereof containing such clause, sub-clause or subsection, the reference is only to such clause, sub-clause or subsection and not to the section generally. If a numbered reference to a section hereof is immediately followed by a reference in parenthesis to a section hereof, the title reference shall govern in case of direct conflict.

SECTION 11.16   Execution in Counterparts     This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart hereof by telecopy shall be effective as delivery of a manually executed counterpart hereof.

SECTION 11.17  Spanish Notarization and Appointments.    The Borrowers agree to have this Agreement notarized in Spain and each of them hereby appoints SC Johnson Professional, S.L. to appear in front of a Spanish notary public within ten (10) days from the date hereof in order to raise this document to the status of a notarized document (“elevar a público”). All costs and taxes incurred as a result of or in connection with such notarization, including the costs of any official translation of this Agreement into Spanish as it may be required, shall be for the Borrowers’ sole account. Each of the Borrowers hereby authorizes SC Johnson Professional SL (and the individuals through which it may be represented) such that each of them may on their behalf appear before a notary public and notarize (“elevar a público”) a duly executed original of this Agreement. The resulting notarial deed shall be deemed enforceable under any applicable Requirement of Law as from the date of its execution, not being necessary any further ratification from the Borrowers.

SECTION 11.18   Entire Agreement    This Agreement, together with Sections 3 through 7, 10, 13 and 14 of the Commitment Letter, all of the other Loan Documents and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and

139

supersedes all prior agreements and understandings relating to the subject matter hereof. Delivery of an executed signature page of this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all parties shall be lodged with the Borrowers and the Administrative Agent.

SECTION 11.19   Confidentiality    Each Lender and the Administrative Agent agree to keep information obtained by it pursuant hereto and the other Loan Documents confidential in accordance with such Lender’s or the Administrative Agent’s, as the case may be, customary practices and agrees that it shall only use such information in connection with the transactions contemplated by this Agreement and not disclose any such information other than (a) to such Lender’s or the Administrative Agent’s, as the case may be, employees, representatives and agents that are or are expected to be involved in the evaluation of such information in connection with the transactions contemplated by this Agreement and are advised of the confidential nature of such information, (b) to the extent such information presently is or hereafter becomes available to such Lender or the Administrative Agent, as the case may be, on a nonconfidential basis from a source other than Holdings or a Subsidiary thereof, (c) to the extent disclosure is required by law, regulation or judicial order or requested or required by bank regulators, auditors or rating agency, (vii) to any direct or indirect contractual counterparty in any swap, hedge or similar agreement (or to any such contractual counterparty’s professional advisor), so long as such contractual counterparty (or such professional advisor) agrees to be bound by the provisions of this Section 11.19, or (e) to prospective or actual assignees, participants and Special Purpose Vehicles grantees of any option described in Section 11.2(f) (Assignments and Participations) (or potential assignees, participants or grantees) that agree in writing to be bound by the provisions of this Section 11.19.

[Signature Pages Follow]

140

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

JOHNSON DIVERSEY, INC., as Borrower
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey
JOHNSON WAX PROFESSIONAL, INC., JOHNSON DIVERSEY NETHERLANDS II B.V., JOHNSON PROFESSIONAL CO., LTD. as Borrowers
By:	/s/    LUIS F. MACHADO
	Luis F. Machado Authorized Signatory
JOHNSON PROFESSIONAL HOLDINGS, INC., as Holdings
By:	/s/    MICHAEL J. BAILEY
CITICORP USA, INC., as Administrative Agent and Lender
By:	/s/    JOHN W. PERUZZI
	John W. Peruzzi Vice President
CITIBANK, N.A., as Issuer
By:	/s/    JOHN W. PERUZZI
	John W. Peruzzi Vice President

CITICORP USA, INC.
By:	/s/    JOHN W. PERUZZI
CITIBANK, N.A., CANADIAN BRANCH
By:	/s/    ADAM SHEPHERD
	Adam Shepherd Authorized Signer
CITIBANK N.A., TOKYO BRANCH
By:	/s/    C. KOJIMA
	C. Kojima Vice President
GOLDMAN SACHS CREDIT PARTNERS L.P.
By:	/s/    ALBERT DOMBROWSKI
	Albert Dombrowski Authorized Signatory
BANK ONE, NA
By:	/s/    RONALD EDWARDS
	Ronald Edwards Vice President
ABN AMRO BANK N.V., NEW YORK BRANCH
By:	/s/    TERRENCE WARD
	Terrence Ward Group Vice President
By:	/s/    JOHN HILL
	John Hill Assistant Vice President

ABN AMRO BANK N.V., CANADA BRANCH
By:	/s/    LAWRENCE J. MALONEY
	Lawrence J. Maloney Senior Vice President
By:	/s/    DAVID MOORE
	David Moore Group Vice President
ABN AMRO BANK N.V., TOKYO BRANCH
By:	/s/    HIMANSHU VAIOYA
	Himonshu Vaioya Head of Loan Products
By:	/s/    YA IGULIN
	Ya Igulin Risk Management
THE ROYAL BANK OF SCOTLAND PLC
By:	/s/    RONALD KANTOWITZ
	Ronald Kantowitz Managing Director
GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/    GLENN CAMPBELL
	Glenn Campbell Duly Authorized Signatory
GE CAPITAL CFE, INC.
By:	/s/    ROBERT M. KADLICK
	Robert M. Kadlick Duly Authorized Signatory
BANK OF TOKYO-MITSUBISHI LTD., CHICAGO BRANCH
By:	/s/    SHINICHIRO MUNECHIKA
	Shinichiro Munechika Deputy General Manager

BNP PARIBAS
By:	/s/    JO ELLEN BENDER
	Jo Ellen Bender Managing Director
BNP PARIBAS (CANADA) INC.
By:	/s/    JAMES GOODALL
	James Goodall Managing Director, Leveraged Finance and Real Estate Finance

By:	/s/    ERIC BORROMEO
	Eric Borromeo Assistant Vice President, Leveraged Finance

BNP PARIBAS, TOKYO BRANCH
By:	/s/    PATRICK LANG
	Patrick Lang

By:	/s/    MICHAEL PREDDY
	Michael Preddy Head International Corporates

LLOYDS TSB BANK PLC
By:	/s/    ANDREW MCNIFF
	Andrew McNiff Manager, Acquisition Finance

RABOBANK
By:	/s/    SMF KLINKERT
	SMF Klinkert SVP
ING CAPITAL LLC
By:
KBC BANK N.V.
By:	/s/    J. CHITTOCK
	J. Chittock Head of Structured Finance
By:	/s/    A. EGAN
	A. Egan Manager
MIZUHO CORPORATE BANK, LTD.
By:	/s/    NOBUYASU FUKATSU
	Nobuyasu Fukatsu Senior Vice President
THE BANK OF NEW YORK
By:	/s/    MARK WRIGLEY
	Mark Wrigley Assistant Vice President

HARBOURMASTER LOAN CORPORATION B.V.
By:	/s/     TME MANAGEMENT B.V.
	TME Management B.V Managing Director.
THE PRUDENTIAL ASSURANCE COMPANY LIMITED
By:	/s/     ANDREW BOUGHEN
	Andrew Boughen Director of Leveraged Loans
PANTHER CDO II BV
By:	/s/    DAGMER KENT KERSHAW
	Dagmer Kent Kershaw Authorized Signatory

ARCHIMEDES FUNDING III, LTD.
By:	ING Capital Advisors LLC,     as Collateral Manager
By:	/s/    HELEN RHEE
	Helen Rhee Senior Vice President
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By:	ING Capital Advisors LLC,     as Collateral Manager

By:	/s/    HELEN RHEE
	Helen Rhee Senior Vice President
SEQUILS-ING I (HBDGM), LTD.
By:	ING Capital Advisors LLC,     as Collateral Manager
By:	/s/    HELEN RHEE
	Helen Rhee Senior Vice President
ORYX CLO, LTD.
By:	ING Capital Advisors LLC,     as Collateral Manager

By:	/s/    HELEN RHEE
	Helen Rhee Senior Vice President

COPERNICUS CDO EURO-I B.V.
By:	ING Capital Advisors LLC,     as Collateral Manager
By:	/s/    HELEN RHEE
	Helen Rhee Senior Vice President

EX-10.8

Exhibit 10.8

PLEDGE AND SECURITY AGREEMENT

Dated May 3, 2002

among

JohnsonDiversey, Inc.,

Johnson Professional Holdings, Inc.

AND

Each Other Grantor

From Time to Time Party Hereto

as Grantors

and

Citicorp USA, Inc.

as Administrative Agent

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119

TABLE OF CONTENTS

		Page
Article I	Defined Terms	1
Section 1.1	Definitions	1
Section 1.2	Certain Other Terms	7
Article II	Grant of a Security Interest	7
Section 2.1	Collateral	7
Section 2.2	Grant of Security Interest in Collateral	8
Section 2.3	Cash Collateral Accounts	8
Article III	Representations and Warranties	9
Section 3.1	Title; No Other Liens	9
Section 3.2	Perfection and Priority	9
Section 3.3	Name; Jurisdiction of Organization; Chief Executive Office	10
Section 3.4	Inventory and Equipment	10
Section 3.5	Pledged Collateral	10
Section 3.6	Accounts	11
Section 3.7	Intellectual Property	11
Article IV	Covenants	12
Section 4.1	Generally	12
Section 4.2	Maintenance of Perfected Security Interest; Further Documentation	12
Section 4.3	Changes in Locations, Name, Etc.	13
Section 4.4	Pledged Collateral	14
Section 4.5	Control Accounts; Approved Deposit Accounts	15
Section 4.6	Accounts	16
Section 4.7	Delivery of Instruments and Chattel Paper	16
Section 4.8	Intellectual Property	16
Section 4.9	Vehicles	18
Section 4.10	Payment of Obligations	18
Section 4.11	Commercial Tort Claims	18
Article V	Remedial Provisions	19
Section 5.1	Code and Other Remedies	19
Section 5.2	Accounts and Payments in Respect of General Intangibles	19
Section 5.3	Pledged Collateral	21
Section 5.4	Proceeds to be Turned Over To Administrative Agent	22
Section 5.5	Registration Rights	22
Section 5.6	Deficiency	23

i

TABLE OF CONTENTS

(continued)

		Page
Article VI	The Administrative Agent	23
Section 6.1	Administrative Agent’s Appointment as Attorney-in-Fact	23
Section 6.2	Duty of Administrative Agent	24
Section 6.3	Execution of Financing Statements	25
Section 6.4	Authority of Administrative Agent	25
Article VII	Miscellaneous	26
Section 7.1	Amendments in Writing	26
Section 7.2	Notices	27
Section 7.3	No Waiver by Course of Conduct; Cumulative Remedies	27
Section 7.4	Successors and Assigns	27
Section 7.5	Counterparts	27
Section 7.6	Severability	27
Section 7.7	Section Headings	28
Section 7.8	Entire Agreement	28
Section 7.9	Governing Law	28
Section 7.10	Additional Grantors	28
Section 7.11	Release of Collateral	28
Section 7.12	Reinstatement	29

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ANNEX AND SCHEDULES

Annex 1	Form of Deposit Account Control Agreement
Annex 2	Form of Control Account Agreement
Annex 3	Form of Pledge Amendment
Annex 4	Form of Joinder Agreement
Annex 5	Form of Short Form Copyright Security Agreement
Annex 6	Form of Short Form Patent Security Agreement
Annex 7	Form of Short Form Trademark Security Agreement
Schedule 1	State of Incorporation; Principal Executive Office
Schedule 2	Pledged Collateral
Schedule 3	Filings
Schedule 4	Location of Inventory and Equipment
Schedule 5	Intellectual Property
Schedule 6	Commercial Tort Claims

PLEDGE AND SECURITY AGREEMENT, dated May 3, 2002, by JOHNSONDIVERSEY, INC. (the “Company”), JOHNSON PROFESSIONAL HOLDINGS, INC. (“Holdings”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (together with the Company and Holdings, each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp USA, Inc. (“CUSA”), as agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, dated as of May 3, 2002 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement ”), among the Company, Johnson Diversey Netherlands II B.V., Johnson Wax Professional, Inc. and Johnson Professional Co., Ltd., as Borrowers thereunder, Holdings, the Lenders and Issuers party thereto, CUSA, as administrative agent for the Lenders and Issuers, Goldman Sachs Credit Partners L.P. (“GSCP ”), as syndication agent, ABN Amro Bank N.A., Bank One N.A., Royal Bank of Scotland PLC, New York Branch and General Electric Capital Corporation, as co-documentation agents, and Salomon Smith Barney Inc. and GSCP, as joint lead arrangers and joint book managers, the Lenders and the Issuers have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;

WHEREAS, the Company and each Grantor is a direct or indirect Subsidiary of Holdings;

WHEREAS, each Grantor will receive substantial direct and indirect benefits from the making of the Loans, the issuance of the Letters of Credit and the granting of the other financial accommodations to the Borrowers under the Credit Agreement;

WHEREAS, the Grantors (other than the Borrowers) are party to a Guaranty pursuant to which they have guaranteed the Obligations of the Borrowers and the Borrowers are party to a Guaranty pursuant to which they have guaranteed the Obligations of one or more of the other Borrowers;

WHEREAS, it is a condition precedent to the obligation of the Lenders and the Issuers to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent;

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the Issuers and the Administrative Agent to enter into the Credit Agreement and to induce the Lenders and the Issuers to make their respective extensions of credit to the Borrowers thereunder, each Grantor hereby agrees with the Administrative Agent as follows:

ARTICLE I

DEFINED TERMS

SECTION  1.1     Definitions

(a)  Unless otherwise defined herein, terms defined in the Credit Agreement and used herein have the meanings given to them in the Credit Agreement.

(b)  Terms used herein that are defined in the UCC have the meanings given to them in the UCC, including the following terms (which are capitalized herein):

“Account Debtor”

“Accounts”

“Chattel Paper”

“Commercial Tort Claim (if any)”

“Commodity Account”

“Commodity Intermediary”

“Deposit Account”

“Documents”

“Entitlement Holder”

“Entitlement Order”

“Equipment”

“Financial Asset”

“General Intangibles”

“Instruments”

“Inventory”

“Investment Property”

“Letter-of-Credit Right”

“Proceeds”

“Securities Account”

“Securities Intermediary”

“Security”

“Security Entitlement”

(c)  The following terms shall have the following meanings:

“Additional Pledged Collateral ” means all shares of, limited and/or general partnership interests in, and limited liability company interests in, and all securities convertible into, and warrants, options and other rights to purchase or otherwise acquire, stock of, either (i) any Person that, after the date of this Agreement, as a result of any occurrence, becomes a direct Subsidiary of any Grantor or (ii) any issuer of Pledged Stock, any Partnership or any LLC that are acquired by any Grantor after the date hereof; all certificates or other instruments representing any of the foregoing; all Security Entitlements of any Grantor in respect of any of the foregoing; all additional indebtedness from time to time owed to any Grantor by any obligor on the Pledged Notes and the instruments evidencing such indebtedness; and all interest, cash, instruments and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing. Additional Pledged Collateral may be General Intangibles or Investment Property.

“Agreement ” means this Pledge and Security Agreement.

“Approved Deposit Account ” means a Deposit Account subject of an effective Deposit Account Control Agreement and maintained by any Grantor with a Deposit Account Bank. “Approved Deposit Account ” includes all monies on deposit in such Deposit Account and all certificates and instruments, if any, representing or evidencing such Deposit Account.

“Approved Securities Intermediary” means a Securities Intermediary or Commodity Intermediary selected or approved by the Administrative Agent and with respect to

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which a Grantor has delivered to the Administrative Agent an executed Control Account Agreement.

“Canadian Pledged Stock ” means the Pledged Stock constituting the shares of capital stock of the Canadian Borrower owned by the Company.

“Cash Collateral Account ” means any Deposit Account or Securities Account established by the Administrative Agent as provided in Section 2.3 (Cash Collateral Accounts) in which cash and Cash Equivalents may from time to time be on deposit or held therein as provided in Section 5.2 (Accounts and Payments in Respect of General Intangibles) or 5.4 (Proceeds to be Turned Over To Administrative Agent) or the Credit Agreement.

“Collateral ” has the meaning specified in Section 2.1 (Collateral).

“Control Account ” means a Securities Account or Commodity Account subject of an effective Control Account Agreement and maintained by any Grantor with an Approved Securities Intermediary. “Control Account ” includes all Financial Assets held in such Securities Account or Commodity Account and all certificates and instruments, if any, representing or evidencing the Financial Assets contained therein.

“Control Account Agreement ” means a letter agreement, substantially in the form of Annex 2 (Form of Control Account Agreement) (with such changes as may be agreed to by the Administrative Agent), executed by the relevant Grantor, the Administrative Agent and the relevant Approved Securities Intermediary.

“Copyright Licenses” means any written agreement naming any Grantor as licensor or licensee granting any right under any Copyright, including the grant of any right to copy, publicly perform, create derivative works, manufacture, distribute, exploit or sell materials derived from any Copyright.

“Copyrights” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any foreign counterparts thereof, and (b) the right to obtain all renewals thereof.

“Deposit Account Bank” means a financial institution selected or approved by the Administrative Agent and with respect to which a Grantor has delivered to the Administrative Agent an executed Deposit Account Control Agreement.

“Deposit Account Control Agreement ” means a letter agreement, substantially in the form of Annex 1 (Form of Deposit Account Control Agreement) (with such changes as may be agreed to by the Administrative Agent) and executed by the Grantor, the Administrative Agent and the relevant Deposit Account Bank.

“Domestic Secured Obligations” means the Secured Obligations of the Company other than its Secured Obligations as a Guarantor of the Obligations of the Euro Borrower and the Japanese Borrower.

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“EJ Polymer” means EJ Polymer, LLC, a Delaware limited liability company.

“EJ Polymer LLC Agreement ” means the LLC Agreement governing the Pledged LLC Interest of EJ Polymer.

“Intellectual Property” means, collectively, all rights, priorities and privileges of any Grantor relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and trade secrets, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Intercompany Note” means any promissory note (including the Intercompany Term Notes and the Intercompany Revolving Credit Notes) evidencing loans made by any Grantor to any of its Subsidiaries or other Affiliates.

“JD Real Estate” means JD Real Estate Subsidiary, LLC, a Delaware corporation.

“JWPR Subordinated Notes” means those certain subordinated notes dated as of March 2, 2001 evidencing the obligation of JWPR Corporation, a Securitization Subsidiary, to pay the Originators (as defined in the Securitization Intercreditor Agreement) the sums described therein pursuant to the terms thereof, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“LLC” means each limited liability company in which a Grantor has an interest and such interest is not pledged to the Administrative Agent pursuant to any other Collateral Document, including those set forth on Schedule 2 (Pledged Collateral).

“LLC Agreement ” means each operating agreement with respect to an LLC, as each agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified from time to time.

“Material Intellectual Property” means Intellectual Property owned by or licensed to a Grantor and material to such Grantor’s business (including the Intellectual Property that is subject to the Housemark License Agreement).

“NexGen” means NexGen Floor Care Solutions Company, LLC, a Delaware limited liability company.

“NexGen LLC Agreement ” means the LLC Agreement governing the Pledged LLC Interest of NexGen.

“Partnership” means each partnership in which a Grantor has an interest and such interest is not pledged to the Administrative Agent pursuant to any other Collateral Document, including those set forth on Schedule 2 (Pledged Collateral).

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“Partnership Agreement ” means each partnership agreement governing a Partnership, as each such agreement has heretofore been, and may hereafter be, amended, restated, supplemented or otherwise modified.

“Patents” means (a) all letters patent of the United States, any other country or any political subdivision thereof and all reissues and extensions thereof, (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof and (c) all rights to obtain any reissues or extensions of the foregoing.

“Patent License” means all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, have made, use, import, sell or offer for sale any invention covered in whole or in part by a Patent.

“Pledged Collateral ” means, collectively, the Pledged Notes, the Pledged Stock, the Pledged Partnership Interests, the Pledged LLC Interests, any other Investment Property of any Grantor, all certificates or other instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing. Pledged Collateral may be General Intangibles or Investment Property.

“Pledged Equity Collateral ” means, collectively, the Pledged Stock, the Pledged Partnership Interests, the Pledged LLC Interests, any other Investment Property of any Grantor, all certificates or other instruments representing any of the foregoing and all Security Entitlements of any Grantor in respect of any of the foregoing.

“Pledged LLC Interests” means all right, title and interest of any Grantor as a member of any LLC and all right, title and interest of any Grantor in, to and under any LLC Agreement to which it is a party.

“Pledged Notes” means all right, title and interest of any Grantor in the Instruments evidencing all Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2 (Pledged Collateral), issued by the obligors named therein.

“Pledged Partnership Interests” means all right, title and interest of any Grantor as a limited or general partner in all Partnerships and all right, title and interest of any Grantor in, to and under any Partnership Agreements to which it is a party.

“Pledged Stock” means the shares of capital stock (including the Canadian Pledged Stock) owned by each Grantor and not pledged by such Grantor pursuant to any other Collateral Document, including all shares of capital stock listed on Schedule 2 (Pledged Collateral).

“Sale Leaseback Property” means:

(i)  with respect to the real and personal property owned by JD Real Estate in East Stroudberg, Pennsylvania, the “Leased Property” as defined in that certain Facility Lease dated May 28, 1993 (the “PA Lease”) between GATX Financial Corporation, Capital Division (as successor Pacific Leasing Corporation), as lessor (the “PA Lessor”), and JD Real Estate (as successor in interest to Diversey Corp.), as lessee, as amended by that certain First Amendment to

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Facility Lease, dated as of April, 1996, as amended by that certain Assignment, Assumption and Amendment Agreement, dated as of May    , 2002, among the PA Lessor, JD Real Estate, DiverseyLever, Inc., Unilever United States, Inc., and Trust Company of Connecticut, National Association, as security trustee; and

(ii)  with respect to the real property owned by JD Real Estate in Sharonville, Ohio, the “Leased Property” as defined in that certain Facility Lease, dated as of November 4, 1993 (the “OH Lease”) between GATX Financial Corporation, Capital Division (as successor in interest to Security Pacific Leasing Corporation), as lessor (the “OH Lessor”), and JD Real Estate (as successor in interest to Diversey Corp.), as lessee, as amended by that certain First Amendment to Facility Lease dated as of April, 1996, as amended by that certain Assignment, Assumption and Amendment Agreement dated as of May    , 2002 among the OH Lessor, JD Real Estate, Diversey Lever, Inc., Unilever United States, Inc., and Trust Company of Connecticut, National Association, as security trustee;

in each case, only to the extent and for so long as the Existing Sale Leaseback Documentation validly prohibits the creation of a Lien in such “Leased Property” (under and as defined in each of the PA Lease and the OH Lease) in favor of the Administrative Agent (and upon the termination of such prohibition (howsoever occurring) such “Leased Property” shall cease to be “Sale Leaseback Property”).

“Securities Act” means the Securities Act of 1933, as amended.

“Trademark License” means any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.

“Trademarks” means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and, in each case, all goodwill associated therewith, whether now existing or hereafter adopted or acquired, all registrations and recordings thereof and all applications in connection therewith, in each case whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the Administrative Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“Vehicles” means all vehicles covered by a certificate of title law of any state.

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SECTION 1.2     Certain Other Terms

(a)  In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until ” each mean “to but excluding” and the word “through” means “to and including.”

(b)  The terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement.

(c)  References herein to an Annex, Schedule, Article, Section, subsection or clause refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement.

(d)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

(e)  Where the context requires, provisions relating to any Collateral, when used in relation to a Grantor, shall refer to such Grantor’s Collateral or any relevant part thereof.

(f)  Any reference in this Agreement to a Loan Document shall include all appendices, exhibits and schedules thereto, and, unless specifically stated otherwise all amendments, restatements, supplements or other modifications thereto, and as the same may be in effect at any time such reference becomes operative.

(g)  The term “including” means “including without limitation” except when used in the computation of time periods.

(h)  The terms “Lender,” “Issuer,” “Administrative Agent ” and “Secured Party” include their respective successors.

(i)  References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

ARTICLE II

GRANT OF A SECURITY INTEREST

SECTION 2.1   Collateral

For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”:

(a)  all Accounts;

(b)  all Chattel Paper;

(c)  all Deposit Accounts (including all Cash Collateral Accounts);

(d)  all Documents;

(e)  all Equipment;

(f)  all General Intangibles;

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(g)  all Instruments;

(h)  all Inventory;

(i)  all Investment Property;

(j)  all Letter-of-Credit Rights;

(k)  all Vehicles;

(l)  the Commercial Tort Claims described on Schedule 6 (Commercial Tort Claims) and on any supplement thereto received by the Collateral Agent pursuant to Section 4.11 (Notice of Commercial Tort Claims);

(m)  all books and records pertaining to the other property described in this Section 2.1;

(n)  all other goods and personal property of such Grantor, whether tangible or intangible and wherever located;

(o)  all property of any Grantor held by the Administrative Agent or any other Secured Party, including all property of every description, in the possession or custody of or in transit to the Administrative Agent or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power; and

(p)  to the extent not otherwise included, all Proceeds.

SECTION 2.2   Grant of Security Interest in Collateral

Each Grantor, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of such Grantor, hereby collaterally assigns, mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor; provided, however, that the foregoing grant of security shall not include a security interest in the JWPR Subordinated Notes or any Sale Leaseback Property and provided, further, that if and when the prohibition which prevents the granting by such Grantor to the Administrative Agent of a security interest in such Sale Leaseback Property is removed or otherwise terminated, the Administrative Agent shall be deemed to have, and at all times from and after the date hereof to have had, a security interest in such Sale Leaseback Property, as the case may be; provided further, however, that only the outstanding Voting Stock of a Subsidiary of the Company that is not a Domestic Subsidiary possessing up to but not exceeding 65% of the voting power of all classes of Stock of such Subsidiary entitled to vote shall be deemed to be pledged hereunder to secure the Domestic Secured Obligations of the Company; provided further, however, that only the Pledged Notes and other General Intangibles that are not governed by the laws of Japan and that constitute assets of the Japanese Borrower shall be deemed to be granted under this Agreement to secure the Secured Obligations of the Japanese Borrower.

SECTION  2.3   Cash Collateral Accounts

The Administrative Agent has established a Deposit Account at Citibank N.A. designated as “Citicorp USA, Inc. —JohnsonDiversey Concentration Account ”. The

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Administrative Agent may establish one or more other Deposit Accounts and one or more Securities Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine. Each such account shall be in the name of the Administrative Agent (but may also have words referring to the Company and the account’s purpose). The Grantors agree that each such account shall be under the sole dominion and control of the Administrative Agent. The Administrative Agent shall be the Entitlement Holder with respect to each such Securities Account and the only Person authorized to give Entitlement Orders with respect thereto. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of an Event of Default, the Administrative Agent agrees with the Grantors to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Company; provided, however, that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. Neither the Company nor any other Loan Party or Person claiming on behalf of or through the Company or any other Loan Party shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in the Credit Agreement and except during the continuance of an Event of Default agrees to cause any funds remaining on deposit therein after all Obligations then due and payable have been satisfied and all Letter of Credit Obligations have been cash collateralized at 105% to be paid at the written direction of the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

To induce the Lenders, the Issuers and the Administrative Agent to enter into the Credit Agreement, each Grantor hereby represents and warrants each of the following to the Administrative Agent, the Lenders, the Issuers and the other Secured Parties:

SECTION 3.1   Title; No Other Liens

Except for the Lien granted to the Administrative Agent pursuant to this Agreement and the other Liens permitted to exist on the Collateral under the Credit Agreement, such Grantor is the record and beneficial owner of the Pledged Collateral pledged by it hereunder constituting Instruments or certificated securities, is the Entitlement Holder of all such Pledged Collateral constituting Investment Property held in a Securities Account and has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any Lien.

SECTION 3.2   Perfection and Priority

(a)  The security interest granted pursuant to this Agreement shall constitute a valid and continuing perfected security interest in favor of the Administrative Agent in the Collateral for which perfection is governed by the UCC, filing with the United States Copyright Office upon (i) the completion of the filings and other actions specified on Schedule 3 (Filings) (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Administrative Agent in completed and duly executed form), (ii) the delivery to the Administrative Agent of all Collateral consisting of Instruments and certificated securities, in each case properly endorsed for transfer to the Administrative Agent or in blank, (iii) the execution of Control Account Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account

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Control Agreements with respect to all Deposit Accounts (other than the Cash Collateral Account), (v) all appropriate filings having been made with the United States Copyright Office and (vi) with respect to any Letter-of-Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the UCC) for any Collateral), and (vii) with respect to the Cash Collateral Account, assuming it is a Securities Account, the Collateral Agent becoming the Entitlement Holder with respect thereto. Such security interest shall be prior to all other Liens on the Collateral except for Customary Permitted Liens having priority over the Administrative Agent’s Lien by operation of law or otherwise as permitted under the Credit Agreement.

(b)  Notwithstanding anything to the contrary contained herein, the security interest created by this Agreement in any Collateral that constitutes Securitization Assets shall be subject to the terms of the Securitization Intercreditor Agreement.

SECTION 3.3   Name; Jurisdiction of Organization; Chief Executive Office

(a)  Except as set forth on Schedule 1 (State of Incorporation; Principal Executive Office), within the five-year period preceding the date hereof such Grantor has not had, or operated in any jurisdiction under, any trade name, fictitious name or other name other than its legal name.

(b)  On the date hereof such Grantor’s jurisdiction of organization, organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business is specified on Schedule 1 (State of Incorporation; Principal Executive Office).

SECTION 3.4   Inventory and Equipment

On the date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and Inventory or Equipment in transit) are kept at the locations listed on Schedule 4 (Location of Inventory and Equipment).

SECTION 3.5   Pledged Collateral

(a)  The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral). All the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests held by such Grantor as of the date hereof are listed on Schedule 2. All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable.

(b)  The Pledged Notes pledged hereunder by such Grantor, being all of the Pledged Notes held by such Grantor, are listed on Schedule 2 (Pledged Collateral). Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law).

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(c)  All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral).

(d)  All Pledged Collateral held by a Securities Intermediary in a Securities Account is, or upon the request of the Administrative Agent, shall be, in a Control Account in accordance with the Credit Agreement.

(e)  Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than that represented by certificated securities or Instruments in the possession of the Administrative Agent or that consisting of Financial Assets held in a Control Account.

(f)  The LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be; provided, however, that, prior to the time that each of the NexGen LLC Agreement and the EJ Polymer LLC Agreement, as applicable, is amended in accordance with Section 4.4(g) (Pledged Collateral), the foregoing shall not apply to the NexGen LLC Agreement or the EJ Polymer LLC Agreement, as the case may be.

SECTION 3.6   Accounts

No amount payable to such Grantor under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to the Administrative Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.4 (Pledged Collateral).

SECTION 3.7   Intellectual Property

(a)  Schedule 5 (Intellectual Property) lists all Material Intellectual Property of such Grantor on the date hereof, separately identifying that owned by such Grantor and that licensed to such Grantor. The Material Intellectual Property set forth on Schedule 5 (Intellectual Property) for such Grantor constitutes all of the intellectual property rights necessary for such Grantor to conduct its business.

(b)  On the date hereof, all Material Intellectual Property owned by such Grantor is valid, subsisting, unexpired and enforceable, has not been adjudged invalid and has not been abandoned and the use thereof in the business of such Grantor does not infringe the intellectual property rights of any other Person.

(c)  Except as set forth in Schedule 5 (Intellectual Property), on the date hereof, none of the Material Intellectual Property

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owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor.

(d)  No holding, decision or judgment has been rendered by any Governmental Authority that would limit, cancel or question the validity of, or such Grantor’s rights in, any Material Intellectual Property.

(e)  No action or proceeding seeking to limit, cancel or question the validity of any Material Intellectual Property owned by such Grantor or such Grantor’s ownership interest therein is on the date hereof pending or, to the knowledge of such Grantor, threatened. There are no claims, judgments or settlements to be paid by such Grantor relating to the Material Intellectual Property.

SECTION 3.8  General Intangibles; Contractual Obligations

If an Event of Default shall have occurred and be continuing, upon request by the Administrative Agent, each Grantor shall use its commercially reasonable best efforts to obtain any consents, waivers or agreements necessary to enable the Administrative Agent to exercise its remedies hereunder and under the other Loan Documents with respect to such Grantor’s rights under any Material Contract and, solely with respect to the Company and Holdings, the Acquisition Agreement and related documentation.            

ARTICLE IV

COVENANTS

Each Grantor agrees with the Administrative Agent that, as long as any Obligation or Commitment remains outstanding and unless the Requisite Lenders (or the Administrative Agent with the consent of the Requisite Lenders) otherwise consent in writing:

SECTION 4.1   Generally

Such Grantor shall (a) except for the security interest created by this Agreement, not create or suffer to exist any Lien upon or with respect to any Collateral, except Liens permitted under Section 8.2 (Liens, Etc.) of the Credit Agreement, (b) not use or permit any Collateral to be used unlawfully or in violation of any provision of this Agreement, any other Loan Document, any Requirement of Law, any Material Contract, any Related Document or any policy of insurance covering the Collateral, (c) not sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted under the Credit Agreement, (d) except for the Credit Agreement not enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any Collateral except as permitted under the Credit Agreement and (e) promptly notify the Administrative Agent of its entry into any agreement or assumption of undertaking that restricts the ability to sell, assign or transfer any Collateral, other than such agreements or assumptions of undertaking entered into in the ordinary course of business and consistent with past practices.

SECTION 4.2   Maintenance of Perfected Security Interest; Further Documentation

(a)  Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 (Perfection and Priority) and shall defend such security interest against the claims and demands of all Persons

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(other than Persons holding Liens expressly permitted by Section 8.2 (Liens, Etc.) of the Credit Agreement).

(b)  Such Grantor shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail and in form and substance reasonably satisfactory to the Administrative Agent.

(c)  At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including the filing of any financing or continuation statement under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interest created hereby and the execution and delivery of Deposit Account Control Agreements and Control Account Agreements.

SECTION 4.3   Changes in Locations, Name, Etc.

(a)  Except upon 15 days’ prior written notice to the Administrative Agent and delivery to the Administrative Agent of (i) all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein and (ii) if applicable, a written supplement to Schedule 4 (Location of Inventory and Equipment) showing (x) any new locations where Inventory or Equipment shall be kept and (y) any changes in the location at which Inventory or Equipment shall be kept that would require the Administrative Agent to file additional UCC financing statements to maintain a perfected security interest in such Collateral, such Grantor shall not do any of the following:

(i)  permit any Inventory or Equipment to be kept at a location other than those listed on Schedule 4 (Location of Inventory and Equipment);

(ii)  change its jurisdiction of organization or the location of its chief executive office or sole place of business from that referred to in Section 3.3 (Name; Jurisdiction of Organization; Chief Executive Office); or

(iii)  change its name, identity or corporate structure to such an extent that any financing statement filed in connection with this Agreement would become misleading.

(b)  Such Grantor shall keep and maintain at its own cost and expense satisfactory and complete records of the Collateral, consistent with its past practices in the ordinary course of business and including a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral. If requested by the Administrative Agent, the security interest of the Administrative Agent shall be noted on the certificate of title of each Vehicle.

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SECTION 4.4   Pledged Collateral

(a)  Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment) or such other documentation acceptable to the Administrative Agent and (ii) maintain all other Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

(b)  Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Equity Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Equity Collateral or any property distributed upon or with respect to any Pledged Equity Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations.

(c)  Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent, corporate, partnership or limited liability company rights with respect to the Pledged Equity Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement, any other Loan Document or any Material Contract or, without prior notice to the Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any issuer of Pledged Collateral.

(d)  Such Grantor shall not grant control over any Deposit Account or Investment Property to any Person other than the Administrative Agent.

(e)  In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the

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case of each Grantor that is a partner in a Partnership, such Grantor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in question.

(f)  Such Grantor shall not agree to any amendment of an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Grantor as a security under Section 8-103 of the UCC.

(g)  The Company shall use commercially reasonable best efforts to cause, no later than the date that is thirty (30) days after the Closing Date, or such later date as may be agreed upon by the Administrative Agent in its sole discretion, each of the NexGen LLC Agreement and the EJ Polymer LLC Agreement to be amended to provide that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest of NexGen or EJ Polymer, as the case may be, shall become a member of NexGen or EJ Polymer, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member.

SECTION 4.5   Control Accounts; Approved Deposit Accounts

(a)  The terms and conditions of Section 7.17 (Deposit Accounts; Securities Accounts) of the Credit Agreement are hereby incorporated by reference herein with the same effect as if fully set forth herein and as if each reference to a “Material Loan Party” therein were a reference to a Grantor.

(b)  Prior to the 90th day after the Closing Date (or such later date as agreed to by the Administrative Agent), each Grantor shall have delivered to the Administrative Agent (i) with respect to each Concentration Account, a Deposit Account Control Agreement and (ii) with respect to each Material Securities Account, a Control Account Agreement, in each case in form and substance satisfactory to the Administrative Agent.

(c)  If an Event of Default shall have occurred and be continuing, upon request by the Administrative Agent, each Grantor shall instruct each Account Debtor or other Person obligated to make a payment to such Grantor under a General Intangible to make payment, or to continue to make payment, as the case may be, to an Approved Deposit Account or other Deposit Account and shall deposit in an Approved Deposit Account or such other Deposit Account all Proceeds of such Accounts and General Intangibles received by such Grantor from any other Person immediately upon receipt.

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(d)  If an Event of Default shall have occurred and be continuing, upon request by the Administrative Agent, no Grantor shall establish or maintain any Securities Account that is not a Control Account.

SECTION 4.6   Accounts

(a)  Such Grantor shall not, other than in the ordinary course of business consistent with its past practice, (i) grant any extension of the time of payment of any Account, (ii) compromise or settle any Account for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Account, (iv) allow any credit or discount on any Account or (v) amend, supplement or modify any Account in any manner that could adversely affect the value thereof.

(b)  The Administrative Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and such Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith; provided, however, that as long as no Default or Event of Default exists at the time of that such test verification is made, the Administrative Agent shall not contact the Account Debtors with respect to such Accounts without the prior written consent of the applicable Grantor, which consent shall not be unreasonably withheld or delayed. At any time and from time to time, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless an Event of Default shall be continuing, the Administrative Agent shall request no more than four such reports during any calendar year.

SECTION 4.7   Delivery of Instruments and Chattel Paper

If any amount in excess of $500,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an Instrument or Chattel Paper, such Grantor shall immediately deliver such Instrument or Chattel Paper to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, or, if consented to by the Administrative Agent, shall mark all such Instruments and Chattel Paper with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Citicorp USA, Inc., as Administrative Agent ”.

SECTION 4.8   Intellectual Property

(a)  Such Grantor (either itself or through licensees) shall (i) continue to use each Trademark that is Material Intellectual Property in order to maintain such Trademark in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of abandonment for non-use, (ii) maintain as in the past the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (iv) not adopt or use any mark that is confusingly similar or a colorable imitation of such Trademark unless the Administrative Agent shall obtain a perfected security interest in such mark pursuant to this Agreement and (v) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or

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impaired in any way or to destroy or otherwise tarnish the goodwill associated with any Trademark.

(b)  Such Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any Patent that is Material Intellectual Property may become forfeited, abandoned or dedicated to the public.

(c)  Such Grantor (either itself or through licensees) (i) shall not (and shall not permit any licensee or sublicensee thereof to) do any act or omit to do any act whereby any portion of the Copyrights that is Material Intellectual Property may become invalidated or otherwise impaired and (ii) shall not (either itself or through licensees) do any act whereby any portion of the Copyrights that is Material Intellectual Property may fall into the public domain.

(d)  Such Grantor (either itself or through licensees) shall not do any act, or omit to do any act, whereby any trade secret that is Material Intellectual Property may become publicly available or otherwise unprotectable.

(e)  Such Grantor (either itself or through licensees) shall not do any act that knowingly uses any Material Intellectual Property to infringe the intellectual property rights of any other Person.

(f)  Such Grantor shall notify the Administrative Agent immediately if it knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding such Grantor’s ownership of, right to use, interest in, or the validity of, any Material Intellectual Property or such Grantor’s right to register the same or to own and maintain the same.

(g)  Whenever such Grantor, either by itself or through any agent, licensee or designee, shall file an application for the registration of any Material Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States, such Grantor shall report such filing to the Administrative Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the Administrative Agent, such Grantor shall execute and deliver, and have recorded, all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby.

(h)  Such Grantor shall take all reasonable actions necessary or requested by the Administrative Agent, including in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, to maintain and pursue each application (and to obtain the relevant registration) and to maintain each registration of any Copyright, Trademark or Patent that is Material Intellectual Property, including filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition and interference and cancellation proceedings.

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(i)  In the event that any Material Intellectual Property is infringed upon or misappropriated or diluted by a third party, such Grantor shall notify the Administrative Agent promptly after such Grantor learns thereof. Such Grantor shall take appropriate action in response to such infringement, misappropriation of dilution, including promptly bringing suit for infringement, misappropriation or dilution and to recover any damage for such infringement, misappropriation of dilution, and shall take such other actions may be appropriate in its reasonable judgment under the circumstances to protect such Material Intellectual Property.

(j)  Unless otherwise agreed to by the Administrative Agent, such Grantor shall execute and deliver to the Administrative Agent for filing in (i) the United States Copyright Office a short-form copyright security agreement in the form attached hereto as Annex 5 (Form of Short Form Copyright Security Agreement), (ii) in the United States Patent and Trademark Office a short-form patent security agreement in the form attached hereto as Annex 6 (Form of Short Form Patent Security Agreement) and (iii) the United States Patent and Trademark Office a short-form trademark security agreement in form attached hereto as Annex 7 (Form of Short Form Trademark Security Agreement), in each case with respect to any Material Intellectual Property.

SECTION 4.9   Vehicles

Upon the request of the Administrative Agent, within 30 days after the date of such request, and, with respect to any Vehicle acquired by such Grantor subsequent to the date of any such request, within 30 days after the date of acquisition thereof, such Grantor shall file all applications for certificates of title or ownership indicating the Administrative Agent’s first priority security interest in the Vehicle covered by such certificate and any other necessary documentation, in each office in each jurisdiction that the Administrative Agent shall deem advisable to perfect its security interests in the Vehicles

SECTION 4.10   Payment of Obligations

Such Grantor shall pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

SECTION 4.11   Commercial Tort Claims

If any Grantor shall at any time hold or acquire a Commercial Tort Claim other than or in addition to those set forth on Schedule 6 (Commercial Tort Claims) relating to any of the Collateral and having a value individually or in the aggregate in excess of $5,000,000 (each such Commercial Tort Claim, an “Additional Commercial Tort Claim”), such Grantor shall immediately notify the Administrative Agent in a writing authenticated by such Grantor of the brief details of such Additional Commercial Tort Claim. Such Grantor shall grant to the Administrative Agent in such writing a security interest in such Additional Commercial Tort Claim and in the Proceeds thereof, all in accordance with and subject to the terms of this

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Agreement and such writing shall be in form and substance satisfactory to the Administrative Agent. Each Grantor hereby agrees to execute and deliver any additional documents or instruments, including any financing statements or amendments to any then existing financing statements, that the Administrative Agent deems necessary to create, perfect and protect the Administrative Agent’s Lien on and security interest in such Additional Commercial Tort Claim.

ARTICLE V

REMEDIAL PROVISIONS

SECTION 5.1   Code and Other Remedies

During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

SECTION 5.2   Accounts and Payments in Respect of General Intangibles

(a)  If required by the Administrative Agent at any time during the continuance of an Event of Default, any payment of Accounts or payment in respect of General Intangibles, when collected by any Grantor, shall be forthwith (and, in any event, within two Business Days)

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deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in an Approved Deposit Account or a Cash Collateral Account, subject to withdrawal by the Administrative Agent as provided in Section 5.4 (Proceeds to be Turned Over To Administrative Agent). Until so turned over, such payment shall be held by such Grantor in trust for the Administrative Agent, segregated from other funds of such Grantor. Each such deposit of Proceeds of Accounts and payments in respect of General Intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

(b)  At the Administrative Agent’s request, during the continuance of an Event of Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions that gave rise to the Accounts or payments in respect of General Intangibles, including all original orders, invoices and shipping receipts.

(c)  The Administrative Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate the authority of a Grantor to collect its Accounts or amounts due under General Intangibles or any thereof.

(d)  Upon notice to the applicable Grantors, the Administrative Agent in its own name or in the name of others may at any time during the continuance of an Event of Default communicate with Account Debtors to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Account or amounts due under any General Intangible.

(e)  Upon the request of the Administrative Agent at any time during the continuance of an Event of Default, each Grantor shall notify Account Debtors that the Accounts or General Intangibles have been collaterally assigned to the Administrative Agent and that payments in respect thereof shall be made directly to the Administrative Agent. In addition, the Administrative Agent may at any time during the continuance of an Event of Default enforce such Grantor’s rights against such Account Debtors and obligors of General Intangibles.

(f)  Notwithstanding anything herein to the contrary, each Grantor shall remain liable under each of the Accounts and payments in respect of General Intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any other Secured Party shall have any obligation or liability under any agreement giving rise to an Account or a payment in respect of a General Intangible by reason of or arising out of this Agreement or the receipt by the Administrative Agent nor any other Secured Party of any payment relating thereto, nor shall the Administrative Agent nor any other Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an Account or a payment in respect of a General Intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

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SECTION 5.3   Pledged Collateral

(a)  During the continuance of an Event of Default, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(b)  In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

(c)  Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Administrative Agent for deposit in a Cash Collateral Account or, with the consent of the Administrative Agent, an Approved Deposit Account.

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SECTION 5.4   Proceeds to be Turned Over To Administrative Agent

All Proceeds received by the Administrative Agent under this Article V shall be held by the Administrative Agent in a Cash Collateral Account. All Proceeds while held by the Administrative Agent in a Cash Collateral Account (or by such Grantor in trust for the Administrative Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the Credit Agreement.

SECTION 5.5   Registration Rights

(a)  If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity Collateral pursuant to Section 5.1 (Code and Other Remedies), and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Equity Collateral, or any portion thereof to be registered under the provisions of the Securities Act, the relevant Grantor shall cause the issuer thereof to (i) execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Equity Collateral, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Equity Collateral, or that portion thereof to be sold and (iii) make all amendments thereto or to the related prospectus that, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such issuer to comply with the provisions of the securities or “Blue Sky” laws or other comparable laws of any jurisdiction that the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act.

(b)  Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any Pledged Equity Collateral by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Securities Act (Ontario) or otherwise or may determine that a public sale is impracticable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any Pledged Equity Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, under applicable state securities laws or under the Securities Act (Ontario), in each case even if such issuer would agree to do so.

(c)  Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity Collateral pursuant to this Section 5.5 valid and binding and in compliance with all other applicable Requirements of Law. Each Grantor further agrees that a breach of any covenant contained in this Section 5.5 will cause irreparable injury to the Administrative Agent and other

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Secured Parties, that the Administrative Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

SECTION 5.6   Deficiency

Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorney employed by the Administrative Agent or any other Secured Party to collect such deficiency.

ARTICLE VI

THE ADMINISTRATIVE AGENT

SECTION 6.1   Administrative Agent’s Appointment as Attorney-in-Fact

(a)  Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document and instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

(i)  in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any Account or General Intangible or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative Agent for the purpose of collecting any such moneys due under any Account or General Intangible or with respect to any other Collateral whenever payable;

(ii)  in the case of any Material Intellectual Property, execute and deliver, and have recorded, any agreement, instrument, document and paper as the Administrative Agent may request to evidence the Administrative Agent’s security interest in such Material Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;

(iii)  pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repair or pay or discharge any insurance called for by the terms of this Agreement (including all or any part of the premiums therefor and the costs thereof);

(iv)  execute, in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or 5.5 (Registration Rights), any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral; or

23

(v)  (A)  direct any party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct, (B) ask or demand for, collect, and receive payment of and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt, draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral, (E) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral, (F) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate, (G) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Trademark pertains) throughout the world for such term or terms, on such conditions, and in such manner as the Administrative Agent shall in its sole discretion determine, including the execution and filing of any document necessary to effectuate or record such assignment and (H) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things that the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

Anything in this clause (a) to the contrary notwithstanding, the Administrative Agent agrees that it shall not exercise any right under the power of attorney provided for in this clause (a) unless an Event of Default shall be continuing.

(b)  If any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

(c)  The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 6.1, together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on past due Revolving Loans that are Base Rate Loans under the Credit Agreement, from the date of payment by the Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.

(d)  Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released.

SECTION 6.2   Duty of Administrative Agent

The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same

24

manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to any Collateral or any party thereof. The powers conferred on the Administrative Agent hereunder are solely to protect the Administrative Agent’s interest in the Collateral and shall not impose any duty upon the Administrative Agent or any other Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

SECTION 6.3   Execution of Financing Statements

Each Grantor authorizes the Administrative Agent to file or record financing statements (including continuations thereof and any new financing statement containing a description of the Collateral granted hereunder as “all assets” or “all property”) and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

SECTION 6.4   Authority of Administrative Agent

Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Administrative Agent and the other Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 6.5  Matters Relating to Dutch Collateral

(a)  Each Grantor party hereto and the Administrative Agent hereby acknowledges and agrees that, solely for the purposes of perfecting and enforcing the interest of the Secured Parties against Collateral governed by the Collateral Documents governed by the laws of The Netherlands (the “Dutch Law Collateral Documents”):

(i)  the Loan Parties that are party to the Dutch Law Collateral Documents are undertaking to pay to CUSA, in its own capacity and not as agent, the Parallel Debt;

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(ii)  the Parallel Debt is a claim of CUSA which is independent and separate from, and without prejudice to, the claims of the Lenders and Issuers in respect of the obligations of the Loan Parties under the Loan Documents;

(iii)  the Parallel Debt is not a claim which is held jointly with the Secured Parties and consequently, that the laws of The Netherlands governing the joint holding (gemeenschap) of claims are not applicable to the Parallel Debt or to claims of the Lenders and Issuers in respect of such obligations and to the extent any such laws are applicable, the applicability of such laws is hereby expressly waived to the extent possible and permitted as matter of applicable law;

(iv)  every payment of monies made by a Loan Party to a Secured Party towards or in satisfaction of the Secured Obligations of such Loan Party shall be in satisfaction pro tanto of the Parallel Debt, provided that if any payment as mentioned above is subsequently avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency, liquidation or similar laws of general application, CUSA shall be entitled to receive the amount of such payment from the Loan Parties under the Parallel Debt and each Loan Party shall remain liable under the Parallel Debt to perform its relevant obligations and the relevant liability of the Loan Parties shall be deemed not to have been discharged;

(v)  subject to the proviso in clause (iv) above, but notwithstanding any of the other provisions of the Loan Documents:

(A)  the total amount due and payable as Parallel Debt shall be decreased to the extent that any Loan Party shall have paid any amount to the Secured Parties or any of them to reduce the total amount due and payable under the Loan Documents; and

(B)  to the extent that the Loan Parties shall have paid any amounts to CUSA under the Parallel Debt or CUSA shall have otherwise received monies in payment of the Parallel Debt, the total amount due and payable under the Loan Documents shall be decreased as if such amounts were received directly by the Secured Parties in payment of the outstanding obligations under the Loan Documents.

(b)  CUSA, acting in its own capacity, hereby agrees to apply all proceeds that it receives in connection with any enforcement action taken under or pursuant to the Dutch Law Collateral Documents, or otherwise in satisfaction in whole or in part of the Parallel Debt, mutatis mutandis in accordance with the provisions of this Agreement for the application of proceeds by the Administrative Agent.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1   Amendments in Writing

None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 11.1 (Amendments, Waivers, Etc.) of the Credit Agreement.

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SECTION 7.2   Notices

All notices, requests and demands to or upon the Administrative Agent or the Company hereunder shall be effected in the manner provided for in Section 11.8 (Notices, Etc.) of the Credit Agreement and any notice, request or demand to or upon any other Grantor shall be addressed to such Grantor care of the Company at the Company’s notice address set forth in such Section 11.8 of the Credit Agreement.

SECTION 7.3   No Waiver by Course of Conduct; Cumulative Remedies

Neither the Administrative Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 7.1 (Amendments in Writing)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

SECTION 7.4   Successors and Assigns

This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and each other Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent.

SECTION 7.5   Counterparts

This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart.

SECTION 7.6   Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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SECTION 7.7   Section Headings

The Article and Section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kind whatsoever and are not part of the agreement of the parties hereto.

SECTION 7.8   Entire Agreement

This Agreement together with the other Loan Documents represents the entire agreement of the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 7.9   Governing Law

This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 7.10   Additional Grantors

If, pursuant to Section 7.11 (Additional Collateral and Guaranties) of the Credit Agreement, the Borrowers shall be required to cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement in the form of Annex 4 (Form of Joinder Agreement) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a Grantor party hereto on the Closing Date.

SECTION 7.11   Release of Collateral

(a)  At the time provided in Section 10.7(b)(i) (Concerning the Collateral and the Collateral Documents) of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Grantor. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral of such Grantor held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

(b)  If any Collateral shall be sold or disposed of by any Grantor in a transaction permitted by the Credit Agreement or if any Collateral is otherwise permitted to be released pursuant to Section 10.7 (b) of the Credit Agreement, the Collateral so sold or disposed of or otherwise released shall be released from the Lien created hereby to the extent provided in clauses (ii) or (iii) of Section 10.7(b)(Concerning the Collateral and the Collateral Documents) of the Credit Agreement and, in connection therewith, the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Lien created hereby on such Collateral. At the request and sole expense of the Company, a Grantor shall be released from its obligations hereunder in the event that all the capital stock of such Grantor shall be so sold or disposed in a transaction permitted by the Credit Agreement; provided, however, that the

28

Company shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Grantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by a Responsible Officer of the Company stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents.

SECTION 7.12   Reinstatement

Each Grantor further agrees that, if any payment made by any Loan Party or other Person and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto the Lien granted hereby or other Collateral securing such liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), such Lien or other Collateral shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect any Lien or other Collateral securing the obligations of any Grantor in respect of the amount of such payment.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, this Pledge and Security Agreement has been duly executed by the Grantors as of the day and year first set forth above.

GRANTORS JOHNSONDIVERSEY, INC., JOHNSON PROFESSIONAL HOLDINGS, INC. JOHNSON POLYMER, INC. PRISM SANITATION MANAGEMENT, LLC
By:	/s/  JOANNE BRANDES
	JoAnne Brandes Secretary

CHEMICAL METHODS ASSOCIATES, INC. CHEMICAL METHODS LEASCO, INC. U S CHEMICAL CORPORATION WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.
By:	/s/  DAVID C. QUAST
	David C. Quast Secretary

JOHNSON PROFESSIONAL CO., LTD. JOHNSON DIVERSEY CAYMAN, INC. JWP INVESTMENTS OFFSHORE, INC. INTEGRATED SANITATION MANAGEMENT, INC. JWP INVESTMENTS, INC. THE BUTCHER COMPANY DUBOIS INTERNATIONAL, INC. JOHNSON DIVERSEY PUERTO RICO, INC. PROFESSIONAL SHAREHOLDINGS, INC. JOHNSON DIVERSEY SUBSIDIARY #1 LLC JD REAL ESTATE SUBSIDIARY, LLC JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC. JOHNSON DIVERSEY SHAREHOLDINGS, INC. AUTO-C, LLC
By:	/s/  LUIS F. MACHADO
	Luis F. Machado

[SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT]

Accepted and agreed to as of the date first above written:

CITICORP USA, INC., as Administrative Agent
By:	/s/    JOHN W. PERUZZI
	John W. Peruzzi Vice President

[SIGNATURE PAGE TO PLEDGE AND SECURITY AGREEMENT]

EX-10.9

Exhibit 10.9

EXECUTION COPY

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

AGREEMENT BETWEEN

S. C. JOHNSON & SON, INC.

AND

S. C. JOHNSON COMMERCIAL MARKETS, INC.

TABLE OF CONTENTS

1.	DEFINITIONS	2
2.	TECHNOLOGY LICENSE	10
3.	TRADEMARK LICENSE	11
4.	USE OF TRADE NAME BY CMI	12
5.	COVENANTS AND RESTRICTIONS REGARDING COMMERCIAL MARKS	14
6.	OWNERSHIP OF BRANDS, TECHNOLOGY AND IMPROVEMENTS	18
7.	LICENSED TRADE CHANNELS	19
8.	CROSS-OVER CHANNELS OF TRADE	19
9.	TRADEMARK AND PATENT INFRINGEMENT	23
10.	CONTRACT MANUFACTURE	24
11.	SUBLICENSES	25
12.	MONITORING SUBLICENSEES	26
13.	MANNER OF PRODUCTION	27
14.	MANNER OF ADVERTISING AND LABELING	27
15.	MATERIALS, EQUIPMENT, PERSONNEL	28
16.	REPORTS, INSPECTION AND RECORDS	29
17.	CONSIDERATION	30
18.	DURATION AND TERMINATION	31
19.	RELATIONSHIP OF THE PARTIES	39
20.	LICENSED PRODUCT	39
21.	DISCLAIMER; INDEMNIFICATION; INSURANCE	39
22.	REGULATORY RECALL	40
23.	PRODUCT REGISTRATIONS	42

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24.	RESERVATION OF RIGHTS	42
25.	CONSTRUCTION, ENFORCEMENT, ASSIGNABILITY	42
26.	NOTICES TO PARTIES	43
27.	WAIVER	44
28.	SEVERABILITY	44
29.	COVENANT OF SECRECY	44
30.	REPURCHASE ON TERMINATION	45
31.	DISPUTE RESOLUTION	46
32.	SURVIVAL	47
33.	NO STRICT CONSTRUCTION	47

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SCHEDULES

Schedule 1(c)	CMI BRANDS
Schedule 1(d)-1	Certain Combination Brands (Transitional Use)
Schedule 1(d)-2	Certain Combination Brands (Ongoing Use)
Schedule 1(h)(ii)	Outlets and Points of Sale Included In CROSS-OVER CHANNELS OF TRADE, for products other than UNILEVER PRODUCTS or DIVERSEY PRODUCTS
Schedule 1(h)(iii)	Outlets and Points of Sale Included in CROSS-OVER CHANNELS OF TRADE for UNILEVER PRODUCTS
Schedule 1(h)(iv)	Outlets And Points of Sale Included in CROSS-OVER CHANNELS OF TRADE for DIVERSEY PRODUCTS
Schedule 1(j)	List of JOHNSON and DRACKETT Trademark and Service Mark Registrations by Country, Including Applicable Classes of Goods and Services
Schedule 1(m)	Licensed Brands
Schedule 1(n)	Licensed Categories
Schedule 1(p)	Patents
Schedule 1(t)	SCJ LICENSED PRODUCTS in U.S.
Schedule 1(bb)	JD HOUSE MARKS
Schedule 3(d)	Pre-Existing Third Party Agreements
Schedule 4(a)	Countries for Use of Trade Names
Schedule 4(d)	Permitted Use of Trade Name in Joint Ventures
Schedule 5(a)	Approved CMI Products and Formulas
Schedule 5(g)	CMI HOUSE MARK
Schedule 5(i)	Standards for “SC JOHNSON, A FAMILY COMPANY”
Schedule 8(a)	Guidelines
Schedule 8(e) Part I	UNILEVER PRODUCTS
Schedule 8(e) Part II	RESTRICTED UNILEVER PRODUCTS
Schedule 10(a)-1	Pre-Approved Contract Manufacturers
Schedule 10(a)-2	Contract Manufacturing Agreement
Schedule 11(f)	Form of Sublicense Agreement
Schedule 14(a)	Graphics STANDARDS
Schedule 18(u)	DIVERSEY TRADEMARK License Agreement

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AGREEMENT BETWEEN

S. C. JOHNSON & SON, INC.

AND

S. C. JOHNSON COMMERCIAL MARKETS, INC.

THIS AGREEMENT (the “Agreement”) effective as of the 3rd day of May 2002, by and between S. C. JOHNSON & SON, INC. of Racine, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “SCJ”), and S. C. JOHNSON COMMERCIAL MARKETS, INC. of Sturtevant, Wisconsin, United States of America, a Delaware corporation (hereinafter called “CMI”).

WHEREAS, SCJ has been engaged for many years, initially itself and subsequently through various of its subsidiaries, in the development, manufacture and sale of a wide range of products, equipment and services (collectively “products”) for the institutional, industrial and commercial channels of trade, and owns or controls certain valuable secret formulae, processes, manufacturing technology, package designs, models, plans, systems, procedures, specifications and other technical information pertaining to the manufacturing, packaging, marketing and use of such products, and is the owner of certain valuable patent and trademark rights relating to such products, including certain corporate and trade names;

WHEREAS, SCJ and CMI were parties to that certain License Agreement and that certain Brand License Agreement, each dated June 28, 1997 (the “1997 Agreements”), which were terminated effective July 3, 1999 and superseded in their entirety by that certain Agreement dated July 3, 1999, which was terminated effective November 9, 2001, and which in turn was superseded in its entirety by that certain Agreement dated November 9, 2001 (collectively with the 1997 Agreements, the “Prior Agreements”), which is hereby terminated as of the date hereof and which is hereby superseded in its entirety by this Agreement;

WHEREAS, following termination of the Prior Agreements, CMI desires the authority to manufacture, have manufactured for it, distribute, sell and provide such products only in the INDUSTRIAL CHANNELS OF TRADE and CROSS-OVER CHANNELS OF TRADE (each as defined herein), and also desires licenses to utilize the intellectual property of SCJ in connection therewith;

WHEREAS, SCJ desires to maximize the value of its intellectual property rights in the industrial, commercial and institutional channels of trade and is, therefore, willing to grant such authority and licenses to CMI; and

WHEREAS, CMI intends to acquire the DIVERSEY TRADE MARK and the DIVERSEY TRADE NAME (each as defined herein) in connection with CMI’s acquisition of the DiverseyLever business; and, it is intended that one or more JD HOUSE MARKS and JD TRADE NAMES (each as defined herein) will be created solely for the use of CMI and its sublicensees (and not for use by SCJ except as a licensor), that SCJ will own such JD HOUSE

MARKS and JD TRADE NAMES and that SCJ will license such JD HOUSE MARKS and JD TRADE NAMES to CMI pursuant to this Agreement; and, to the extent necessary to accomplish these objectives, CMI will license the DIVERSEY TRADE MARK and the DIVERSEY TRADE NAME to SCJ but only to the extent necessary to permit SCJ to register and license the JD TRADE MARK and the JD TRADE NAME to CMI pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.  DEFINITIONS.    As used in this Agreement, the terms:

(a)  AFFILIATE shall mean, with respect to SCJ, CMI, NEWCO and HOLDCO, any entity controlling or controlled by any such named person, where control means the power to direct the management and policies of a party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and with respect to any other third person it shall mean any entity controlling, controlled by, or under common control with such person. For the purposes of this Agreement, SCJ and its subsidiaries shall not be considered an AFFILIATE of CMI, NEWCO or HOLDCO or any of their subsidiaries.

(b)  CHANGE OF CONTROL shall mean, with respect to HOLDCO, NEWCO or CMI, the occurrence of any event or the existence of any circumstance as a result of which (or immediately after which) the EXEMPT PERSONS no longer have beneficial ownership, either directly or indirectly through SCJ, HOLDCO or NEWCO, of at least a majority of the then outstanding voting securities of HOLDCO, NEWCO or CMI, as applicable, entitled to vote generally in the election of directors. Such voting securities do not include HOLDCO Class B Stock or HOLDCO Class C Stock. Notwithstanding the foregoing, following the occurrence of a TRIGGERING EVENT, the definition of CHANGE OF CONTROL in this Agreement shall automatically be amended and restated in its entirety to mean, (i) if such TRIGGERING EVENT was a CHANGE OF CONTROL, with respect to the applicable entity or entities that underwent such CHANGE OF CONTROL, or (ii) if such TRIGGERING EVENT was an assignment, transfer or other delegation, with respect to the applicable assignee, transferee or delegatee, the occurrence of any event or the existence of any circumstance as a result of which (or immediately after which) the then-current direct or indirect majority shareholders of such entity or entities or of such assignee, transferee or delegatee, as the case may be, no longer has beneficial ownership, either directly or indirectly, of at least a majority of the then outstanding voting securities of such entity or entities or of such assignee, transferee or delegatee, as the case may be, entitled to vote generally in the election of directors.

(c)  CMI BRANDS shall mean those trademarks and service marks owned, controlled, or used by CMI (other than COMMERCIAL MARKS), including but not limited to any such trademarks and service marks used by CMI under any license, agency or distribution agreement or arrangement, as well as the Design Marks attached on Schedule 1(c) (“CMI Design Mark”) and including the product brands of the DIVERSEY PRODUCTS. Upon the written approval of SCJ, CMI may create one or more design marks relating to the JD HOUSE MARK, and such approved design marks shall thereafter be included on Schedule 1(c) attached hereto. As between CMI and SCJ, such approved CMI DESIGN MARKS shall be owned by CMI.

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(d)  COMBINATION BRANDS shall mean those trademarks owned by SCJ which are listed on Schedule 1(d)-1 and Schedule 1(d)-2 (which schedules shall be updated by SCJ on a periodic basis throughout the term of this Agreement).

(e)  COMMERCIAL MARKS shall mean, collectively, the LICENSED BRANDS, the HOUSE MARKS, the TRADE NAMES and the COMBINATION BRANDS.

(f)  CONDUCT DEEMED DETRIMENTAL shall mean actions by HOLDCO, NEWCO or CMI or its sublicensees which are deemed by the Board of Directors of SCJ to be detrimental to the best interests of SCJ or the goodwill of any HOUSE MARK and/or TRADE NAME.

(g)  CONSUMER PRODUCTS shall mean products for residential use now or in the future which consumers can buy from, for example, food, drug, mass merchandise, hardware, retail, discount and wholesale points of sale.

(h)  CROSS-OVER CHANNELS OF TRADE shall mean only those points of sale which actively market, promote and sell both CONSUMER PRODUCTS to consumers and INDUSTRIAL PRODUCTS to industrial, commercial and institutional end users, except that notwithstanding the foregoing, SCJ and CMI specifically agree that:

(i)  food, drug and mass merchandise points of sale are excluded from the scope of this defined term; provided, however, that the parties understand and agree that purchases by food, drug and mass merchandise points of sale for their own internal consumption, and not for resale, shall constitute purchases by commercial end users in INDUSTRIAL CHANNELS OF TRADE;

(ii)  only those points of sale listed on Schedule 1(h)(ii) qualify, and are agreed to be within the scope of this defined term, with respect to products other than UNILEVER PRODUCTS or DIVERSEY PRODUCTS;

(iii)  within thirty (30) days following the CLOSING, CMI shall provide SCJ with a list of all accounts (by country) outside of the INDUSTRIAL CHANNELS OF TRADE to which UNILEVER PRODUCTS are being sold as of the CLOSING and those points of sale (which shall each be listed on Schedule 1(h)(iii) but which thereafter shall be removed from this document and, with respect to SCJ, copies of such Schedule 1(h)(iii) shall be retained in accordance with that certain confidentiality agreement dated March 28, 2002 between SCJ and CMI (the “Confidentiality Agreement”)) shall qualify, and are agreed to be within the scope of this defined term, with respect to UNILEVER PRODUCTS (“UNILEVER CROSS-OVER CHANNELS OF TRADE”) and, notwithstanding anything in this Agreement to the contrary but subject to certain of such points of sale being recategorized as APPROVED CASH AND CARRY ACCOUNTS in accordance with the procedures set forth in Section 1(kk), for a period of five years from CLOSING, such Schedule 1(h)(iii) shall not be amended to delete any point of sale;

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(iv)  only those points of sale listed on Schedule 1(h)(iv) qualify, and are agreed to be within the scope of this defined term, with respect to DIVERSEY PRODUCTS (“DIVERSEY CROSS-OVER CHANNELS OF TRADE”);

(v)  notwithstanding Sections 1(h)(ii), 1(h)(iii) and 1(h)(iv), and subject to the time limitations in Sections 8(c) and 8(e) hereof, (A) those points of sale listed on Schedule 1(h)(ii) shall not qualify to be within the scope of this defined term with respect to the marketing, promotion or sale of any product (other than SCJ LICENSED PRODUCTS) bearing a HOUSE MARK, TRADE NAME, COMBINATION BRAND, or CMI BRAND including without limitation the CMI Design Mark, (B) those points of sale listed on Schedule 1(h)(iii) shall not qualify to be within the scope of this defined term with respect to the marketing, promotion or sale of any UNILEVER PRODUCT, and (C) those points of sale listed on Schedule 1(h)(iv) shall not qualify to be within the scope of this defined term with respect to the marketing, promotion or sale of any DIVERSEY PRODUCT, in each case which both (x) has a comparable product benefit to any SCJ CONSUMER PRODUCT marketed by SCJ to any points of sale listed on Schedule 1(h)(ii), 1(h)(iii) or 1(h)(iv), respectively, now or in the future, as determined on a country by country basis and (y) is substitutable (due to a lack of meaningful difference with respect to any product benefits or size) for any SCJ CONSUMER PRODUCT marketed by SCJ to any points of sale listed on Schedule 1(h)(ii), 1(h)(iii) or 1(h)(iv), respectively, now or in the future, as determined on a country by country basis (“CMI RESTRICTED PRODUCTS,” “UNILEVER RESTRICTED PRODUCTS” and “DIVERSEY RESTRICTED PRODUCTS,” respectively, and, collectively, “RESTRICTED PRODUCTS”). Notwithstanding the foregoing or anything in this Agreement to the contrary (but subject to Section 8(e)), with respect to UNILEVER PRODUCTS, (A) all general purpose cleaners distributed by CMI for UNILEVER shall be deemed to meet the criteria of subsections (x) and (y) hereof and shall constitute RESTRICTED PRODUCTS under this Agreement, (B) the UNILEVER PRODUCTS bearing the marks and for sale in the product categories listed on Schedule 8(e) Part I shall not constitute RESTRICTED PRODUCTS as of the CLOSING, (C) the UNILEVER PRODUCTS bearing the marks and for sale in the product categories listed on Schedule 8(e) Part II shall constitute RESTRICTED PRODUCTS as of the CLOSING, and (D) within thirty (30) days following the CLOSING, CMI shall provide SCJ with a list of those UNILEVER PRODUCTS (by SKU by country) that are sold to [**] as of the CLOSING, provided that such list shall not be required to include any UNILEVER PRODUCTS which are listed on Schedule 8(e) Part I (which list shall be handled by SCJ in the same manner as Schedule 1(h)(iii)) and annually thereafter CMI shall provide to an outside accounting firm designated by SCJ that has executed a reasonable confidentiality agreement consistent with the provisions of the Confidentiality Agreement and that is reasonably acceptable to CMI, a report identifying those UNILEVER RESTRICTED PRODUCTS (by SKU by country) sold to [**] during the prior year for the purpose of enabling such accounting firm to determine whether such prior year’s sales include sales of UNILEVER RESTRICTED PRODUCTS (by SKU by country) prohibited by Section 8(e). For the avoidance of doubt, such accounting firm is

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authorized to provide a summary of its findings to SCJ and CMI provided that the recipients of such report are authorized to receive information of this type pursuant to the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, with respect to DIVERSEY PRODUCTS, (A) within thirty (30) days following the CLOSING, CMI shall provide SCJ with a list of DIVERSEY PRODUCTS and a list of those accounts to which DIVERSEY PRODUCTS are sold as of the CLOSING, and (B) SCJ shall have until six (6) months following the CLOSING to review such list in accordance with the GUIDELINES and notify CMI as to which of such DIVERSEY PRODUCTS constitute RESTRICTED PRODUCTS and which of such accounts qualify as DIVERSEY CROSS-OVER CHANNELS OF TRADE (such accounts shall be included on Schedule 1(h)(iv)).

CMI may request an exception from SCJ to market a RESTRICTED PRODUCT in a particular account within the CROSS-OVER CHANNELS OF TRADE pursuant to Section 8(c) hereof. CMI and SCJ expressly acknowledge and agree that CMI shall stop all sales of RESTRICTED PRODUCTS, now or in the future, in accordance with the terms of Section 8(c) and Section 8(e), as applicable.

(i)  HOLDCO shall mean Commercial Markets Holdco, Inc., a Wisconsin corporation.

(j)  HOUSE MARKS shall mean JOHNSON WAX PROFESSIONAL, DRACKETT PROFESSIONAL, the JD HOUSE MARK, any CMI HOUSE MARKS (as defined in Section 5(g)), and, as specified in Section 5(i) hereof, “SC JOHNSON, A FAMILY COMPANY”, but only in those countries and in connection with those product and service classes specified on Schedule 1(j) (as updated from time to time for those additional countries and those product and service classes for which SCJ has given its written consent) for the registrations, applications for registration, and common law rights of the JOHNSON or DRACKETT marks or the JD HOUSE MARKS, as applicable.

(k)  INDUSTRIAL CHANNELS OF TRADE shall mean trade channels through which commercial formulated and sized specialty chemical products normally travel and in which such products and related services are offered for sale to commercial, industrial and institutional end users only (“INDUSTRIAL PRODUCTS”) but specifically excluding all channels through which consumers purchase CONSUMER PRODUCTS now or in the future. Among the points of sale excluded from the scope of this term are food, drug, mass merchandise, hardware, retail, discount and wholesale points of sale.

(l)  INITIAL PUBLIC OFFERING shall mean an initial public offering of CMI’s Common Stock or the Common Stock of CMI’s direct or indirect parent corporation pursuant to a registration statement filed with the Securities and Exchange Commission and declared effective under the Securities Act of 1933, as amended, that results in the stock being listed for trading on the NASDAQ National Market or other recognized securities exchange.

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(m)  LICENSED BRANDS shall mean those trademarks owned or controlled by SCJ which are listed on Schedule 1(m) (which schedule may be updated by SCJ on a periodic basis throughout the term of this Agreement) but, as to each trademark, only in the country or countries set forth on the same line as each such trademark in Schedule 1(m).

(n)  LICENSED CATEGORIES shall mean those generic product categories listed on Schedule 1(n).

(o)  LICENSED PRODUCT MATERIALS shall mean product labels and packaging, advertising and promotional materials bearing the LICENSED BRANDS.

(p)  LICENSED TECHNOLOGY shall mean the formulae, know-how, trade secrets, technology, processes, procedures and specifications furnished or approved by SCJ, including in the form of [**], and those patents and patent applications listed on Schedule 1(p) (which schedule shall be updated by SCJ on a periodic basis throughout the term of this Agreement), together with all foreign counterparts, reissues, continuations-in-part or extensions thereof.

(q)  MATERIAL INDEBTEDNESS shall mean indebtedness of CMI, NEWCO or one or more of their subsidiaries under any agreement or arrangement under which indebtedness of at least $25 Million is outstanding.

(r)  POLYMER shall mean Johnson Polymer, Inc. or any successor limited liability company pursuant to Wisconsin statutes Section 180.1161.

(s)  SCJ COMPETITOR shall mean any person or entity, from time to time, having market share within the top five in those product categories indicated with an asterisk on Schedule 1(n) in any one or more of the top fifteen countries in which SCJ does business (as determined by sales volume).

(t)  SCJ LICENSED PRODUCTS shall mean those specific products authorized by this Agreement for manufacturing, marketing and sale which bear one or more of the LICENSED BRANDS and utilizing the corresponding LICENSED TECHNOLOGY. The SCJ LICENSED PRODUCTS shall not bear any CMI BRANDS, any COMBINATION BRANDS or, effective as of January 1, 2003 or as otherwise set forth in Section 5(i), any HOUSEMARK other than “SC JOHNSON, A FAMILY COMPANY.” All SCJ LICENSED PRODUCTS in the U.S. as of the date hereof are listed on Schedule 1(t). The SCJ LICENSED PRODUCTS shall further include those additional products authorized by SCJ in writing to be included on Schedule 1(t) during the term of this Agreement, along with any other SCJ products that are included in any sublicense granted by CMI to its subsidiaries and approved by SCJ pursuant to the terms of this Agreement.

(u)  SENIOR CREDIT AGREEMENT shall mean (i) the Note Indenture as referred to in the Purchase Agreement between CMI, NEWCO, and/or HOLDCO (or any of their AFFILIATES) and UNILEVER (or any of its AFFILIATES) and (ii) one or more senior credit

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agreements pursuant to which CMI, NEWCO, HOLDCO, or any of their AFFILIATES grants a security interest (A) in any of the stock of CMI, NEWCO, or HOLDCO, (B) in any real estate leases with SCJ pertaining to SCJ’s Waxdale facility in Mt. Pleasant, Wisconsin and/or the rights granted thereunder, (C) in this AGREEMENT and/or the rights granted hereunder, and/or (D) in the TECHNOLOGY AGREEMENT and/or any rights granted thereunder, including in all such cases any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and, provided there is a continuing security interest in one or more of the assets or property rights described in Section 1(u)(ii) above, in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of borrowings outstanding or available to be borrowed thereunder) all or any portion of the obligations under such agreement, and any successor or replacement agreement or agreements with the same or any other agent or agents, creditor, lender or group of creditors or lenders. For the purpose of this definition, the grant of a security interest in a sublicense of this AGREEMENT or the TECHNOLOGY AGREEMENT by an AFFILIATE of CMI, HOLDCO or NEWCO (as sublicensee) shall not be deemed to be the grant of a security interest within the scope of Section 1(u)(ii)(C) or (D) above.

(v)  TECHNOLOGY AGREEMENT shall mean that certain Technology Disclosure and License Agreement, dated the same date hereof, between SCJ, CMI and POLYMER pursuant to which, inter alia, SCJ has granted CMI a license to continue to use all SCJ technology used as of July 3, 1999 by CMI in products sold by CMI under a CMI BRAND (other than UNILEVER PRODUCTS).

(w)  TRADE NAMES shall mean JOHNSON WAX PROFESSIONAL, JOHNSON TOTAL SOLUTIONS, DRACKETT PROFESSIONAL, JOHNSON PROFESSIONAL, and the JD TRADE NAME, and, in the U.S. only and subject to the limitations in Section 4(a), JOHNSON COMMERCIAL MARKETS and S. C. JOHNSON COMMERCIAL MARKETS.

(x)  UNILEVER shall mean UNILEVER PLC, a company established in the United Kingdom.

(y)  NEWCO shall mean Johnson Professional Holdings, Inc., a Delaware corporation, the direct parent corporation of CMI, which is also a wholly owned subsidiary of HOLDCO.

(z)  DIVERSEY PRODUCTS shall mean those certain products to be acquired by CMI or its AFFILIATES from UNILEVER or its AFFILIATES pursuant to that certain Purchase Agreement dated as of November 20, 2001, as amended by the First Amendment dated February 11, 2002, the Second Amendment dated April 5, 2002 and the Third Amendment dated May 3, 2002, whereby CMI will acquire substantially all of the DiverseyLever business (the “ASSET PURCHASE AGREEMENT”) and, for clarification, shall not include UNILEVER

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PRODUCTS. CMI shall provide a list of the DIVERSEY PRODUCTS to SCJ within thirty (30) days following the CLOSING.

(aa)  CLOSING shall mean the closing of the transactions contemplated by the ASSET PURCHASE AGREEMENT.

(bb)  JD HOUSE MARK shall mean those marks contained on Schedule 1(bb) attached hereto and any mark created by CMI and approved in writing by SCJ using the mark “Johnson”, which is owned by SCJ, with the mark “Diversey”, which is owned by CMI, in any combination or variation thereof that uses the complete name “Johnson”.

(cc)  JD TRADE NAME shall mean the trade name JOHNSON DIVERSEY and any trade name created by CMI and approved in writing by SCJ using the name “Johnson”, which is owned by SCJ, with the name “Diversey”, which is owned by CMI, in any combination or variation thereof that uses the complete name “Johnson”.

(dd)  UNILEVER PRODUCTS shall mean those products to be distributed by CMI and its AFFILIATES (other than POLYMER and its subsidiaries) pursuant to an agency agreement (the “UNILEVER AGENCY AGREEMENT”), including local agency, distribution or other arrangements that are necessary or desirable for legal, tax or accounting reasons and that are entered into in individual countries pursuant to the UNILEVER AGENCY AGREEMENT, which shall not bear any LICENSED BRANDS, HOUSE MARK, TRADE NAME, or CMI DESIGN MARK, except that, notwithstanding any other restrictions in this Agreement to the contrary, such products may bear a TRADE NAME in an inconspicuous manner on their back label if and to the extent required by applicable law or regulations, provided CMI gives SCJ prior written notice of any such requirement; and, provided further, that to the extent any such products bears a TRADE NAME only as provided in this Section 1 (dd), such product shall be deemed to not be bearing a HOUSE MARK or a TRADE NAME for the purposes of this Agreement.

(ee)  DIVERSEY TRADE MARK shall mean “Diversey” used as a trade mark.

(ff)  DIVERSEY TRADE NAME shall mean “Diversey” used as a trade name.

(gg)  TRIGGERING EVENT shall mean the first to occur of: (i) a CHANGE OF CONTROL of HOLDCO, NEWCO or CMI, as set forth in Section 18(b) (which, for clarification, shall not include a transfer of an equity interest to a trustee in bankruptcy of HOLDCO, NEWCO or CMI or, on a collective basis, to lenders and creditors or a collateral agent under a SENIOR CREDIT AGREEMENT that is secured by a security interest in all or substantially all assets of CMI, in each case as a result of or in connection with an event of the type described in Section 18(k) or Section 18(p)) as a result of or in connection with an event of the type described in Section 18(k) or Section 18(p), (ii) a permanent conversion or exchange of debt to equity as part of a debt restructuring of HOLDCO, NEWCO or CMI as a result of or in connection with an event of the type described in Section 18(k) or Section 18(p) that constitutes or, but for the provisions of the parenthetical in the preceding clause (i), would constitute a

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CHANGE OF CONTROL of HOLDCO, NEWCO or CMI or (iii) the assignment, delegation or other transfer of this Agreement or any rights, privileges, duties or obligations hereunder by CMI (which, for the sole purpose of defining a TRIGGERING EVENT, shall include a trustee for the benefit of creditors, a trustee in bankruptcy or debtor-in-possession of HOLDCO, NEWCO or CMI or, on a collective basis, lenders and creditors or a collateral agent under any MATERIAL INDEBTEDNESS or a SENIOR CREDIT AGREEMENT that in either case is secured by a security interest in all or substantially all assets of CMI) to a third party (which, for the sole purpose of defining a TRIGGERING EVENT, shall not include a trustee for the benefit of creditors, a trustee in bankruptcy or debtor-in-possession of HOLDCO, NEWCO or CMI or, on a collective basis, lenders and creditors or a collateral agent under any MATERIAL INDEBTEDNESS or a SENIOR CREDIT AGREEMENT that in either case is secured by a security interest in all or substantially all assets of CMI) as a result of or in connection with an event of the types described in Section 18(k) or Section 18(p) or otherwise as required by lenders or creditors under any MATERIAL INDEBTEDNESS.

(hh)  EXEMPT PERSON shall mean (1) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis; (2) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in (1) above; (3) a trust for the benefit of the spouse of an individual described in (1) above where such spouse has only a lifetime interest in the trust and has no power to dispose of the remainder of the trust other than a power to allocate or reallocate such remainder to or for the benefit of individuals described in (1) above; and (4) a corporation, partnership or limited liability company if a majority of the voting power and a majority of the value of the equity ownership of such corporation, partnership or limited liability company is owned by or for the benefit of one or more individuals or entities described in (1), (2) or (3) above. The determination of whether a trust is for the primary benefit of an individual, the individual’s spouse or descendants and whether a corporation, partnership or limited liability company is controlled by, or a majority of the equity is owned by, one or more individuals or entities shall be made by the Secretary of SCJ in his/her reasonable discretion.

(ii)  CMI JD LICENSE shall mean a license to use only the JD HOUSEMARK and JD TRADE NAME for a period that is the lesser of (A) ten years from the CLOSING, or (B) the remainder of the initial term (as extended) provided for in Section 18(a), on the same terms and conditions as set forth in this Agreement, except (x) CMI shall be required to pay to SCJ a royalty equal to one percent of Net Sales of products sold under the JD HOUSEMARK or JD TRADE NAME by CMI and its sublicensees, provided that the maximum royalty payable for each contract year of the CMI JD LICENSE shall be $[**] (in the event any contract year is less than twelve months, the $[**] maximum shall be prorated), and (y) subject to Section 18(v), SCJ shall not have a right to terminate the CMI JD LICENSE prior to the expiration of its term.

(jj)  THIRD PARTY JD LICENSE shall mean a license to use only the JD HOUSEMARK and JD TRADE NAME for a period that expires ten years from CLOSING on the same terms and conditions set forth in this Agreement, except (x) Section 18(p) shall be deleted, and (y) SCJ shall have the right to terminate the THIRD PARTY JD LICENSE in

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accordance with the provisions thereof including upon the occurrence of events of the type set forth in Sections 18(b), 18(e), 18(f), 18(g), 18(i), 18(j), 18(k), 18(n), or 25(b) of the Agreement and, following such termination, there shall not be any THIRD PARTY JD LICENSE or CMI JD LICENSE.

(kk)  APPROVED CASH AND CARRY ACCOUNTS shall mean those CROSS-OVER CHANNELS OF TRADE that (i) formally and effectively restrict access to retailers and commercial, industrial and institutional end users only, (ii) clearly separate the store into two, and only two, totally segregated operating units, one dedicated to the sale of goods to retailers and the other dedicated to the sale of professional directed goods to commercial, industrial and institutional end users, and (iii) sell multi-packs of products (in packs of four or more) in the dedicated retailer store section only (collectively, “the CASH AND CARRY CRITERIA”) and that are approved by SCJ in accordance with the GUIDELINES. The APPROVED CASH AND CARRY ACCOUNTS shall be identified as such on Schedules 1(h)(ii), 1(h)(iii) and 1(h)(iv), respectively. CMI shall provide SCJ with a list of the UNILEVER CROSS-OVER CHANNELS OF TRADE in accordance with Section 1(h)(iii) and SCJ shall have up to six (6) months following the CLOSING to review such list in accordance with the GUIDELINES and notify CMI as to which of such UNILEVER CROSS-OVER CHANNELS OF TRADE qualify as APPROVED CASH AND CARRY ACCOUNTS, which RESTRICTED PRODUCTS by country may continue to be sold in such account and such account shall be recategorized under the APPROVED CASH AND CARRY ACCOUNTS subsection of Schedule 1(h)(iii). Subject to Section 8(e), authorized sales to APPROVED CASH AND CARRY ACCOUNTS pursuant to this Agreement shall only encompass sales of product intended for resale in the dedicated professional products section of the store to commercial, industrial and institutional end users.

2.  TECHNOLOGY LICENSE.

(a)  During the term of this Agreement, and subject to Section 25(b), SCJ hereby grants to CMI a personal, nonassignable, non-exclusive license to use the LICENSED TECHNOLOGY only in connection with the manufacture, distribution and sale of SCJ LICENSED PRODUCTS in the INDUSTRIAL CHANNELS OF TRADE and, subject to the limitations set forth in Section 8, in the CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(h)(ii). SCJ agrees to make such LICENSED TECHNOLOGY available to CMI in whatever manner and by whatever means may be mutually convenient to the parties, subject to Section 29.

(b)  CMI acknowledges SCJ’s exclusive ownership of all right, title and interest in and to the LICENSED TECHNOLOGY, including all patents and patent applications included therein and all improvements, enhancements and modifications thereto, and agrees that it will not at any time do, permit its controlled AFFILIATES to do, cause to be done or assist others (including, but not limited to, CMI’s AFFILIATES) in doing, any act or thing contesting or in any way intending to impair the LICENSED TECHNOLOGY or SCJ’s exclusive ownership thereof.

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(c)  CMI agrees to make, execute and deliver, or cause its employees and sublicensees to execute and deliver, to SCJ or its designee any and all documents which may be required for or incidental to the filing, prosecution or maintenance of any and all applications for patents included within the LICENSED TECHNOLOGY or otherwise relating to SCJ LICENSED PRODUCTS, and/or which may be required for or incidental to the maintenance or enforcement of any and all patents issuing thereon, or for any adjustment or settlement of any legal action or proceeding in which said application for patents may become involved.

(d)  Any proposed additions by CMI to those items included within the LICENSED TECHNOLOGY shall be submitted to SCJ and handled by the parties in accordance with the procedures and guidelines set forth in the TECHNOLOGY AGREEMENT.

3.  TRADEMARK LICENSE.

(a)  During the term of this Agreement, and subject to Section 25(b), SCJ hereby grants to CMI a personal, nonassignable, exclusive (except as set forth in Section 24 hereof) license in the INDUSTRIAL CHANNELS OF TRADE and, subject to the limitations set forth in Section 8, a personal, nonassignable, non-exclusive license in the CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(h)(ii) to use the LICENSED BRANDS on or in connection with (i) SCJ LICENSED PRODUCTS in the LICENSED CATEGORIES, and (ii) the products approved by SCJ pursuant to Section 5(a) and listed on Schedule 5(a) hereof.

(b)  During the term of this Agreement and subject to Section 25(b), SCJ further grants to CMI the following licenses with respect to the HOUSE MARKS:

(i)  a personal, nonassignable, exclusive license in the INDUSTRIAL CHANNELS OF TRADE to use the HOUSE MARKS but only when used (A) with CMI BRANDS, (B) with LICENSED BRANDS (as licensed pursuant to Section 3(a) above but subject to Section 5(i)), (C) with COMBINATION BRANDS (as licensed pursuant to Section 3(c) below) or (D) on promotional, advertising or other incidental materials (“INCIDENTAL MATERIALS”) used by CMI in the ordinary course of its business related to products bearing CMI BRANDS, LICENSED BRANDS or COMBINATION BRANDS, and only in those countries and in connection with those classes of products and services specified on Schedule 1(j) (as updated from time to time for those additional countries and those product and service classes for which SCJ has given its written consent) for the JOHNSON or DRACKETT marks or the JD HOUSE MARK, as applicable; and

(ii)  a personal, nonassignable, exclusive license in the CROSS-OVER CHANNELS OF TRADE to use the HOUSE MARKS but only when used (A) with CMI BRANDS, (B) with LICENSED BRANDS (as licensed pursuant to Section 3(a) above but subject to Section 5(i)), or (C) with COMBINATION BRANDS (as licensed pursuant to Section 3(c) below), and only in those countries and in connection with those classes of products and services specified on Schedule 1(j) (as updated from time to time for those additional countries and those product and service classes for which SCJ has given its

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written consent) for the JOHNSON or DRACKETT marks or the JD HOUSE MARK, as applicable; and

(c)  SCJ further grants to CMI, subject to Section 25(b), a personal, nonassignable, exclusive (except as set forth in Section 24 hereof) license in the INDUSTRIAL CHANNELS OF TRADE and the CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(h)(ii) (i) to manufacture products bearing the COMBINATION BRANDS set forth on Schedule 1(d)-1 until June 30, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, and to sell-off the existing inventory of such products within twelve (12) months thereafter, and (ii) to use the COMBINATION BRANDS set forth on Schedule 1(d)-2 during the term of this Agreement, but only in those countries and in connection with those classes of products and services specified in Schedule 1(d)-1 or 1(d)-2, as applicable.

(d)  It is understood and agreed between the parties that the scope of the licenses granted with respect to the HOUSE MARKS pursuant to Subsections 3(b)(i) and (ii) are subject to those pre-existing third party agreements identified on Schedule 3(d), each of which have been previously provided to and reviewed by CMI.

(e)  CMI shall not have a right or license to use “JOHNSON,” “DRACKETT” or “WAX” as a house mark in any form that differs from the HOUSE MARKS. It is further understood and agreed that CMI’s license to use the HOUSE MARKS shall not include the right to use the Double Diamond symbol or any design elements similar to the Double Diamond symbol.

(f)  Subject to SCJ’s right to decide not to maintain a trademark registration for a LICENSED BRAND pursuant to Section 9 or to terminate a LICENSED BRAND pursuant to Section 18(l) or 18(m), SCJ shall maintain the registrations for the LICENSED BRANDS which are listed on Schedule 1(m) during the term of this Agreement.

(g)  Any proposed additions by CMI to those items included within the LICENSED BRANDS, LICENSED CATEGORIES, SCJ LICENSED PRODUCTS, HOUSE MARKS or TRADE NAMES shall be submitted to SCJ by written notice pursuant to Section 26 below. SCJ agrees to review the submission promptly. CMI’s proposed additions to those items included within the LICENSED BRANDS, LICENSED CATEGORIES, SCJ LICENSED PRODUCTS, HOUSE MARKS or TRADE NAMES will be subject to approval by SCJ in its sole discretion on a country-by-country basis.

4.  USE OF TRADE NAME BY CMI.

(a)  During the term of this Agreement, and subject to Section 25(b), SCJ hereby grants to CMI a personal, nonassignable, exclusive license in the INDUSTRIAL CHANNELS OF TRADE and the CROSS-OVER CHANNELS OF TRADE to use the TRADE NAMES as corporate names or as division identifiers in the U.S. and in those countries listed in Schedule 4(a) only; provided, however, that CMI’s right to use JOHNSON COMMERCIAL MARKETS and S. C. JOHNSON COMMERCIAL MARKETS shall be limited to use in the

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U.S. only and, when used on product labels, packaging, advertising, promotional materials or otherwise in connection with SCJ LICENSED PRODUCTS or products sold under a CMI BRAND or a COMBINATION BRAND, shall be limited to use in an inconspicuous manner, such as in a copyright notice, and CMI and its AFFILIATES shall not use “S. C. JOHNSON COMMERCIAL MARKETS, INC.” or “S. C. JOHNSON COMMERCIAL MARKETS” as the name of the issuer of any debt sold in public offering registered under the Securities Act of 1933 or in an offering exempt from such registration pursuant to Rule 144A. Notwithstanding the foregoing, CMI shall cease all use of the TRADE NAME S.C. JOHNSON COMMERCIAL MARKETS by no later than (i) (except as provided in Section 4(a)(ii) below), December 31, 2002, or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, with respect to usage on product labels for SCJ LICENSED PRODUCTS and as part of the trade names of CMI subsidiaries, and shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any products bearing such TRADE NAME, (ii) December 31, 2005, for inconspicuous use on the back label of products and product sell sheets, and (iii) December 31, 2003, for all other non-product usage. It is understood that CMI was obligated to cease, and CMI represents to SCJ that, except as permitted under Section 4(a)(ii) above, it has ceased, usage of the TRADE NAME S.C. JOHNSON COMMERCIAL MARKETS and SC JOHNSON PROFESSIONAL (including the Double Diamond symbol in such TRADE NAME) on labels for products sold under CMI BRANDS and COMBINATION BRANDS by December 31, 2001, subject to an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products bearing such TRADE NAME. Further, as provided in Section 5(i), CMI shall complete its transition from the TRADE NAME “JOHNSON WAX PROFESSIONAL” to the JD TRADE NAME by no later than eight (8) years following the CLOSING and shall thereafter cease all use of the TRADE NAME “JOHNSON WAX PROFESSIONAL.” CMI shall not have any right or license to use “JOHNSON” or “DRACKETT” in a corporate name or as a division identifier in any way or in any form that differs from the TRADE NAMES. Except as otherwise expressly provided herein, it further understood and agreed that CMI’s license to use the TRADE NAMES shall not include a right to use the Double Diamond symbol or any design elements similar to the Double Diamond symbol.

(b)  CMI agrees that it shall acquire no right, title, or interest other than as expressly granted in this Agreement in the TRADE NAMES.

(c)  In the event that any country or governmental entity shall nationalize or otherwise acquire any interest in CMI, all rights of CMI to use the TRADE NAMES in such country shall terminate. Upon such termination, the right to use the TRADE NAMES in such country shall thereupon immediately cease and revert to SCJ (subject to Section 18(u)), and the license granted in this Section 4 shall thereupon immediately terminate in such country, all without further action on the part of either CMI or SCJ.

(d)  Notwithstanding anything in this Agreement to the contrary, except as otherwise set forth in Schedule 4(d), CMI shall not have the right to use or permit others to use a TRADE NAME or HOUSE MARK to identify CMI as a participant in a joint venture or other strategic alliance or as having an ownership interest in a corporation, partnership or other entity (other than a controlled subsidiary of CMI), without the prior written consent of SCJ, which

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consent may be withheld by SCJ in its sole discretion. CMI shall only have the right to use a TRADE NAME or HOUSE MARK as part of a tagline or in connection with advertising materials for those entities listed on Part I of Schedule 4(d). In the event SCJ determines to grant such consent to CMI, CMI shall enter into an agreement with the applicable entity, in a form acceptable to SCJ, granting such entity the limited right to use a specified TRADE NAME or HOUSE MARK in accordance with the terms of such approved agreement solely to identify CMI’s participation or ownership interest therein. CMI acknowledges that SCJ shall not consent to CMI’s use of a TRADE NAME or HOUSE MARK to identify itself in connection with any entity that conducts business outside the INDUSTRIAL CHANNELS OF TRADE. Nothing in this Section 4(d) shall alter SCJ’s right to terminate this Agreement pursuant to Section 18(j).

5.  COVENANTS AND RESTRICTIONS REGARDING COMMERCIAL MARKS.

(a)  CMI shall make faithful, vigorous and diligent efforts to promote and enhance the goodwill of the COMMERCIAL MARKS. CMI shall not have the right to grant any other party the right to use the COMMERCIAL MARKS, except that CMI may grant sublicenses to its controlled subsidiaries (other than POLYMER and only for so long as such subsidiaries remain controlled by CMI) and, subject to written agreement with SCJ, to other companies in which CMI has an equity interest, in accordance with and subject to the terms and conditions of this Agreement. Except for those products and formulas approved in writing by SCJ and listed on Schedule 5(a), CMI shall not associate any LICENSED BRANDS or any simulations thereof with any goods other than the appropriate SCJ LICENSED PRODUCTS. The products and their corresponding formulas listed on Schedule 5(a) are deemed approved by SCJ, subject to Sections 21, 22, and 23 hereof.

(b)  Subject to Section 18(u), CMI acknowledges SCJ’s exclusive ownership of all right, title and interest in and to the COMMERCIAL MARKS, including any applications for registration and registrations thereof, and agrees that it will not at any time do, cause to be done or assist others in doing, any act or thing contesting or in any way intending to impair the COMMERCIAL MARKS or SCJ’s exclusive ownership thereof.

(c)  Subject to Section 18(u), it is agreed that CMI has not acquired and shall not acquire any rights of any character whatsoever in the COMMERCIAL MARKS for itself; that all use by CMI of COMMERCIAL MARKS shall inure to the benefit of SCJ; that, upon the request of SCJ, CMI shall at any time execute documents prepared by SCJ transferring or confirming the transfer to SCJ of all right, title, and interest in any COMMERCIAL MARK resulting from use or registration thereof by CMI; and that CMI shall neither claim or exert any rights whatsoever to COMMERCIAL MARKS or registrations therefor.

(d)  CMI shall use the COMMERCIAL MARKS in a manner consistent with this Agreement and in accordance with generally accepted proper trademark usage. CMI shall affix proper trademark notices for the COMMERCIAL MARKS on all labels, packaging, advertisements and literature for SCJ LICENSED PRODUCTS and products sold under a HOUSE MARK, TRADE NAME, or a COMBINATION BRAND. All labels, packaging,

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advertisements and literature bearing one or more of the LICENSED BRANDS shall contain the following legend:

[Specific Trademarks] Used Under Authority from  S. C. JOHNSON & SON, INC., Racine, Wisconsin, U.S.A.

(e)  By no later than June 30, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, CMI shall cease all manufacture of products sold under a CMI BRAND (other than products manufactured by CMI for UNILEVER in accordance with the terms of a supply agreement between CMI and UNILEVER) which incorporate graphics, trade dress, designs or labels similar to any product sold under a LICENSED BRAND (unless CMI can demonstrate to SCJ that such graphics, trade dress, designs or labels were used on products manufactured and distributed by CMI or any CMI AFFILIATE prior to their use by SCJ or any SCJ AFFILIATE and, in that case, CMI and its AFFILIATE may continue to use such elements on such products), and CMI shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products.

(f)  CMI shall use a unique, original, distinctive letter style for the words JOHNSON WAX PROFESSIONAL and JOHNSON DIVERSEY in the HOUSE MARKS. The letter style selected shall not be similar to the unique, proprietary letter style SCJ uses for “JOHNSON” in its house mark and must be approved in writing in advance by SCJ.

(g)  CMI shall not use the letters “SC”, the Double Diamond Symbol or design elements similar to the Double Diamond Symbol in its HOUSE MARKS and if CMI chooses to adopt a design element for its HOUSE MARKS other than the design mark(s) attached hereto on Schedule 1(c), such design element must be approved in writing in advance by SCJ, and thereafter attached hereto and incorporated herein as Schedule 5(g) (“CMI HOUSE MARK”) subject to the transitional period specified in Section 5(i). The parties agree that, as between themselves, such CMI HOUSE MARK shall be owned by SCJ and shall be deemed to be one of the HOUSE MARKS.

(h)  CMI shall not incorporate any geometric shapes within the “J” of “JOHNSON”.

(i)  CMI was required to begin use of some of the SCJ approved HOUSE MARKS and/or CMI DESIGN MARK no later than July 3, 1999. In connection with CMI’s transition to the use of such HOUSE MARKS and/or CMI DESIGN MARK (except for the limited right to continue to use JOHNSON COMMERCIAL MARKETS and S. C. JOHNSON COMMERCIAL MARKETS in the U.S. as described in Section 4(a)), CMI shall cease manufacture of any SCJ LICENSED PRODUCTS that use the house marks previously licensed under the 1997 Agreement, including “SC” and/or the Double Diamond Symbol (including the use of “SC” and the Double Diamond symbol in the prior house mark “SC JOHNSON PROFESSIONAL”) by no later than December 31, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, and shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products. Except for the

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sell-off of such inventory, beginning as of January 1, 2003 or, if new labels are not mutually approved by June 30, 2002 despite the parties’ reasonable best efforts, six (6) months from the date such labels are approved, the only HOUSE MARK permitted to be used on or in connection with SCJ LICENSED PRODUCTS shall be “SC JOHNSON, A FAMILY COMPANY” as used in compliance with the standards set forth on Schedule 5(i); provided, however, that CMI may use its TRADE NAMES in connection with shipping containers, advertising and promotional material respecting such SCJ LICENSED PRODUCTS. CMI was required to cease, and CMI represents to SCJ that it has ceased, manufacture of any products sold under CMI BRANDS or COMBINATION BRANDS that use such house marks previously licensed under the 1997 Agreement by December 31, 2001, subject to an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products. During either such transition period, CMI shall not use the house marks previously licensed under the 1997 Agreements, including “SC” and/or the Double Diamond symbol, in any manner or in connection with any products or services that are different than the uses made by CMI of such house marks on or before April 1, 1999. Further, CMI shall complete its transition from the HOUSE MARK “JOHNSON WAX PROFESSIONAL” to the JD HOUSE MARK for products other than SCJ LICENSED PRODUCTS by no later than eight (8) years following the CLOSING and shall thereafter cease all use of the HOUSE MARK “JOHNSON WAX PROFESSIONAL.” In connection with such transition to the JD HOUSE MARK and the JD TRADE NAME, except to the extent otherwise required by law, (i) CMI agrees not to use the JOHNSON WAX PROFESSIONAL HOUSE MARK or TRADE NAME (A) on any facility acquired with the DiverseyLever business, (B) as part of a company name whose stock is acquired from UNILEVER (or its AFFILIATES) pursuant to the ASSET PURCHASE AGREEMENT or (except for the company in India, and with respect to such company name, CMI shall take commercially reasonable steps to change such name promptly after the CLOSING) that was created by CMI in order to acquire assets as part of CMI’s acquisition of the DiverseyLever business and (C) on any DIVERSEY PRODUCT (other than on such a product that will be converted (which, for the avoidance of doubt, shall include replacements and line extensions) to a line of products being sold by CMI prior to the date hereof, provided that such conversion is not part of a substantial transfer of DIVERSEY PRODUCTS to the JOHNSON WAX PROFESSIONAL HOUSE MARK or TRADE NAME) and (ii) CMI agrees that after June 30, 2004, it will not use the HOUSE MARK or TRADE NAME “JOHNSON WAX PROFESSIONAL” on any other products whose commercialization commences after June 30, 2004.

(j)  It is understood and agreed by CMI that CMI shall not have the right to use “JOHNSON” as part of a trade name, house mark, trademark or service mark in any way or in any form that does not comply with the limitations and restrictions set forth herein.

(k)  The trademark and service mark registrations, applications and common law rights with respect to the JOHNSON and DRACKETT marks in those countries and for those classes of goods and services listed in Schedule 1(j), serve as the basis for the rights licensed by SCJ to CMI for the HOUSE MARKS. SCJ shall arrange for filing in SCJ’s name and at CMI’s expense any new trademark and service mark applications requested by CMI or that SCJ otherwise determines to be necessary or desirable to protect the HOUSE MARKS. If SCJ

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does not file any requested applications within a mutually agreed time period, then CMI may file in SCJ’s name and at CMI’s expense any such new trade mark and service mark applications for the HOUSE MARKS or the TRADE NAMES after first submitting copies of such applications to SCJ, provided that CMI shall not file any such applications if within fifteen (15) days of submission to SCJ it receives from SCJ a written good faith objection to the filing of the same.

(l)  By no later than June 30, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, CMI shall cease manufacture of all products using a TRADE NAME or HOUSE MARK in combination with a CMI BRAND or a COMBINATION BRAND set forth on Schedule 1(d)-2 that use labels, graphics, trade dress and designs that are copies of or based on or similar to labels, graphics, trade dress or designs used by SCJ in connection with CONSUMER PRODUCTS (unless CMI can demonstrate to SCJ that such graphics, trade dress, designs or labels were used on products manufactured and distributed by CMI or any CMI AFFILIATE prior to their use by SCJ or any SCJ AFFILIATE, and in that case CMI and its AFFILIATE may continue to use such elements on such products), and CMI shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products.

(m)  All products using a COMMERCIAL MARK or CMI BRAND (other than those that use a TRADE NAME or HOUSE MARK in combination with a CMI BRAND or use a CMI BRAND(S) alone, and are sold only in INDUSTRIAL CHANNELS OF TRADE) shall bear a consistent design element, prominently displayed on the front of each label, communicating that the product is “For Commercial & Industrial Use Only.” The design element required pursuant to this Section shall not be similar to any design element used on packaging for any SCJ product in any category and must be approved in writing in advance by SCJ. CMI was required to begin use of the foregoing design element no later than July 3, 1999. In connection with CMI’s transition to using such design element on all products required pursuant to this Section, CMI shall cease manufacture of any products that do not bear such design element by no later than June 30, 2002 (or, for SCJ LICENSED PRODUCTS only, December 31, 2002, and for DIVERSEY PRODUCTS only, the earlier of December 31, 2005 or for a specific DIVERSEY PRODUCT, the date on which such product label uses a JD HOUSE MARK) or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, and shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products; provided, however, that for those products sold to the accounts temporarily listed as APPROVED CASH AND CARRY ACCOUNTS on Part 2 of Schedule 1(h)(ii) or listed as temporary CROSS-OVER CHANNELS OF TRADE on Schedule 1(h)(ii), CMI shall have until December 31, 2002 or six months from SCJ’s notice that such accounts constitute APPROVED CASH AND CARRY ACCOUNTS or approved CROSS-OVER CHANNELS OF TRADE, whichever is later, to comply with the foregoing labeling requirements. For purposes of this sub-part (m) only, the brands on those products distributed by CMI or its AFFILIATES for UNILEVER or its AFFILIATES shall not be considered to be CMI BRANDS.

(n)  If, in connection with CMI’s phase-out of its use of the COMBINATION BRANDS set forth on Schedule 1(d)-1 as required pursuant to Section 3(c), CMI desires to

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obtain a registration of a substitute combination brand that incorporates a HOUSE MARK, CMI shall notify SCJ thereof and SCJ shall cooperate with CMI to obtain such registration in SCJ’s name. SCJ shall grant CMI a nonassignable, exclusive license thereof in the INDUSTRIAL CHANNELS OF TRADE and the CROSS-OVER CHANNELS OF TRADE. CMI’s rights and obligations with respect to such substitute combination brands which incorporate a HOUSE MARK shall otherwise be consistent with its rights and obligations in connection with the HOUSE MARKS hereunder.

6.  OWNERSHIP OF BRANDS, TECHNOLOGY AND IMPROVEMENTS.

(a)  CMI acknowledges and agrees that all LICENSED BRANDS, LICENSED TECHNOLOGY, including any improvements thereto, HOUSE MARKS (subject to Section 18(u)), TRADE NAMES (subject to Section 18(u)) and COMBINATION BRANDS are owned or controlled exclusively by SCJ, and CMI covenants and agrees not to contest such ownership.

(b)  In the event CMI or a sublicensee develops any improvements, enhancements or modifications to any of the LICENSED TECHNOLOGY or any new or improved formulas for any SCJ LICENSED PRODUCTS (other than with respect to those formulas listed on Schedule 5(a)), it shall assign (and cause the inventing employee to assign) all rights in such improvements, enhancements, modifications and formulas to SCJ. CMI acknowledges and agrees that any improvements, enhancements or modifications it makes to any of the LICENSED TECHNOLOGY or any new or improved formulas for any SCJ LICENSED PRODUCTS (other than with respect to those formulas listed on Schedule 5(a)) shall be held in trust for the sole ownership of SCJ. Within sixty (60) days after beginning the commercialization phase for any SCJ LICENSED PRODUCT using an improvement, enhancement, modification or formula assigned from CMI, SCJ shall notify CMI thereof and such product shall be offered to CMI as an SCJ LICENSED PRODUCT under this Agreement.

(c)  In the event SCJ develops any improvements, enhancements or modifications to any of the LICENSED TECHNOLOGY or any new or improved formulas for any SCJ LICENSED PRODUCTS (other than with respect to those formulas listed on Schedule 5(a)), SCJ may choose to (but shall be under no obligation to) disclose such improvement, enhancement, modification or formula to CMI and, in such event, the parties shall follow those procedures and guidelines set forth in the TECHNOLOGY AGREEMENT to establish what rights, if any, CMI shall have in such improvements, enhancements or modifications.

(d)  Except as provided in Section 5(k), CMI shall not have the right to seek or obtain registrations of any LICENSED BRANDS, HOUSE MARKS, TRADE NAMES or COMBINATION BRANDS or seek or obtain a patent of any LICENSED TECHNOLOGY or any improvement, enhancement or modification thereof.

(e)  Breach by CMI or any sublicensee of any provision of this Section 6 shall constitute a material breach of this Agreement which shall be handled in accordance with the termination procedures set forth in Section 18(c), 18(d), 18(e) or 18(f), as applicable. SCJ shall

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also have the right to cause CMI or its sublicensee to assign any application, registration or patent obtained in violation hereof to SCJ. Any such applications, registrations and patents obtained in violation of this Section 6(e) shall be held by CMI in trust for SCJ until assignment to SCJ.

(f)  CMI shall provide SCJ with all documents reasonably requested by SCJ to ensure that the rights to any such applications, registrations and patents are held entirely by SCJ.

(g)  CMI shall have the right and option to purchase the COMBINATION BRANDS set forth in Schedule 1(d)-2, at the fair market value to be mutually determined and agreed by CMI and SCJ, by giving SCJ at least ninety (90) days advance written notice at any time between the effective date of this Agreement and July 3, 2002. The parties shall, in good faith, determine and agree upon the fair market value of the COMBINATION BRANDS during the notice period. In the event that the parties are unable to agree on the fair market value of the COMBINATION BRANDS within 30 days following the foregoing notification, the parties shall appoint an independent third party auditor from one of the “Big 5” accounting firms to assess the fair market value of such COMBINATION BRANDS, whose assessment shall be final and binding upon both parties.

7.  LICENSED TRADE CHANNELS.

(a)  If a dispute between SCJ and CMI concerning any INDUSTRIAL CHANNEL OF TRADE or a CROSS-OVER CHANNEL OF TRADE cannot be resolved amicably between the parties, such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 31 hereof.

(b)  CMI agrees not to solicit, take or fulfill orders for SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND outside the INDUSTRIAL CHANNELS OF TRADE and the CROSS-OVER CHANNELS OF TRADE, regardless of the means used for any such sale, including but not limited to sales made over the Internet. In the event that CMI or any sublicensee sells SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND outside the INDUSTRIAL CHANNELS OF TRADE or CROSS-OVER CHANNELS OF TRADE, such event shall constitute a material breach of this Agreement which shall be handled in accordance with the termination procedures set forth in Section 18(c), 18(d), 18(e) or 18(f), as applicable.

8.  CROSS-OVER CHANNELS OF TRADE.

(a)  Except as otherwise set forth in this Section 8(a) with respect to UNILEVER CROSS-OVER CHANNELS OF TRADE, within six (6) months following the CLOSING and annually thereafter, SCJ shall review each of the CROSS-OVER CHANNELS OF TRADE and APPROVED CASH AND CARRY ACCOUNTS in accordance with the Guidelines set forth on Schedule 8(a) (the “GUIDELINES”) and CMI and SCJ shall follow the GUIDELINES in order to determine whether a particular outlet or point of sale should be

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included within (or be removed from) the CROSS-OVER CHANNELS OF TRADE and/or APPROVED CASH AND CARRY ACCOUNTS (including whether any outlet or point of sale should be reclassified from an APPROVED CASH AND CARRY ACCOUNT to a CROSS-OVER CHANNEL OF TRADE). Notwithstanding the foregoing, provided SCJ has followed the GUIDELINES, SCJ shall have the unilateral right to remove an outlet or point of sale from the CROSS-OVER CHANNELS OF TRADE and/or APPROVED CASH AND CARRY ACCOUNTS. Any additions or deletions to the CROSS-OVER CHANNELS OF TRADE or APPROVED CASH AND CARRY ACCOUNTS shall be notified to CMI and shall be documented by updating Schedule 1(h)(ii), 1(h)(iii) or 1(h)(iv), as applicable. CMI must exit any such deleted CROSS-OVER CHANNEL OF TRADE and/or APPROVED CASH AND CARRY ACCOUNT (unless such deleted APPROVED CASH AND CARRY ACCOUNT is reclassified as a CROSS-OVER CHANNEL OF TRADE) (x) within six (6) months of such notice from SCJ or by December 31, 2002, whichever is later (with respect to any accounts deleted in connection with SCJ’s first review thereof within six months after CLOSING) or (y) in accordance with the GUIDELINES (with respect to any accounts deleted as a result of a subsequent annual review). Notwithstanding the foregoing or anything in this Agreement to the contrary, no point of sale may be deleted from Schedule 1(h)(iii) before the fifth anniversary of the CLOSING and except as set forth in Section 8(e) concerning sales to CROSS-OVER CHANNELS OF TRADE of UNILEVER PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING, for five (5) years following the CLOSING CMI shall have the right to continue to market and sell UNILEVER PRODUCTS to all accounts to which such UNILEVER PRODUCTS were being sold by the DiverseyLever business as of the CLOSING. CMI shall have the right to continue to market and sell DIVERSEY PRODUCTS to all accounts to which such DIVERSEY PRODUCTS were being sold by the DiverseyLever business as of the CLOSING provided that CMI must cease the marketing and sale of DIVERSEY PRODUCTS in any accounts other than those in the INDUSTRIAL CHANNELS OF TRADE and those approved by SCJ in accordance with Section 1(h)(v) as DIVERSEY CROSS-OVER CHANNELS OF TRADE within six (6) months following notice from SCJ or by December 31, 2002, whichever is later. As of the date of this Agreement, all existing [**] accounts are included on Schedule 1(h)(ii) as a CROSS-OVER CHANNEL OF TRADE but within six (6) months following the CLOSING SCJ shall determine, on a country-by-country basis in accordance with the GUIDELINES, which if any of the [**] accounts should be considered an APPROVED CASH AND CARRY ACCOUNT and the [**] account in such countries shall be moved to the list of APPROVED CASH AND CARRY ACCOUNTS on Schedule 1(h)(ii). Prior to invoking the dispute resolution provisions in Section 31, the respective presidents of SCJ and CMI shall attempt to resolve any dispute that arises between SCJ and CMI in connection therewith.

(b)  It is understood and agreed that CMI shall not sell (1) any SCJ LICENSED PRODUCTS into any accounts in the CROSS-OVER CHANNELS OF TRADE to which it was not already selling any SCJ LICENSED PRODUCTS prior to the date hereof, or (2) any particular SCJ LICENSED PRODUCTS into any existing account in the CROSS-OVER CHANNELS OF TRADE to which it has not sold such particular SCJ LICENSED PRODUCTS prior to the date hereof. CMI represents to SCJ that since July 3, 1999 it has not sold (other than in APPROVED CASH AND CARRY ACCOUNTS, including those listed on Part 2 of Schedule 1(h)(ii) or any temporary CROSS-OVER CHANNELS OF TRADE listed on Schedule

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1(h)(ii), (1) any SCJ LICENSED PRODUCTS into any accounts in the CROSS-OVER CHANNELS OF TRADE to which it was not already selling any previously licensed SCJ LICENSED PRODUCTS prior to July 3, 1999, or (2) any particular SCJ LICENSED PRODUCTS into any existing account in the CROSS-OVER CHANNELS OF TRADE to which it has not sold such particular SCJ LICENSED PRODUCTS prior to July 3, 1999.

(c)  CMI shall provide SCJ with a list of products it markets or sells in the CROSS-OVER CHANNELS OF TRADE, by country and account, semi-annually or more often if requested by SCJ. Notwithstanding the preceding sentence, CMI shall not be required to provide SCJ with account information regarding the UNILEVER PRODUCTS for five (5) years following the CLOSING, provided that CMI certifies in writing to SCJ that it is in compliance with the terms of this Section 8 with respect to the UNILEVER PRODUCTS as of each semi-annual reporting date. Further, CMI shall not sell CMI RESTRICTED PRODUCTS in the CROSS-OVER CHANNELS OF TRADE other than sales to APPROVED CASH AND CARRY ACCOUNTS (including those accounts listed on Part 2 of Schedule 1(h)(ii)); provided however, that for products first classified as CMI RESTRICTED PRODUCTS after June 30, 2001, CMI shall stop all sales of those products in the CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(h)(ii) (other than the APPROVED CASH AND CARRY ACCOUNTS) within twenty four (24) months of written notice from SCJ (or such longer notice period if explicitly agreed to in writing by SCJ); provided, further, that CMI may continue to sell CMI RESTRICTED PRODUCTS which were being sold on the day hereof to APPROVED CASH AND CARRY ACCOUNTS (including those accounts listed on Part 2 of Schedule 1(h)(ii)) and to temporary CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(h)(ii), subject to review by SCJ within six (6) months after CLOSING and, upon notice from SCJ, CMI shall cease selling such product within six (6) months of such notice or by December 31, 2002, whichever is later. CMI represents to SCJ that since June 30, 2001 it has not sold in the CROSS-OVER CHANNELS OF TRADE products that constitute CMI RESTRICTED PRODUCTS as of the date of this Agreement, other than sales to APPROVED CASH AND CARRY ACCOUNTS (including those accounts listed on Part 2 of Schedule 1(h)(ii)) and to temporary CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(h)(ii). CMI may request an exception to the restrictions applicable to RESTRICTED PRODUCTS at a particular account for RESTRICTED PRODUCTS. Such requests for an exception (including the duration thereof) shall be reviewed on a case by case basis, for a particular RESTRICTED PRODUCT sold to a particular point of sale account listed on Schedule 1(h)(ii), 1(h)(iii) or 1(h)(iv), as applicable, in a country, by the point person designated by each party hereto for interbusiness intellectual property matters and subject to the Guidelines attached as Schedule 8(a) hereto. If any such requests are not resolved by the designated point persons, such request may be referred to the respective Presidents of SCJ and CMI who shall attempt to resolve any dispute thereto prior to invoking the dispute resolution provisions of Section 31.

(d)  Except as permitted in APPROVED CASH AND CARRY ACCOUNTS pursuant to any Sales Agency Agreement to be entered into between SCJ and CMI, CMI shall stop all sales of SCJ LICENSED PRODUCTS in the CROSS-OVER CHANNELS OF TRADE no later than January 1, 2003 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first.

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(e)  CMI shall have the right to sell any DIVERSEY PRODUCTS and any UNILEVER PRODUCTS distributed by CMI that are not RESTRICTED PRODUCTS as of the CLOSING (with respect to DIVERSEY PRODUCTS) or as of the date CMI obtains the right to sell such products (with respect to UNILEVER PRODUCTS) in the CROSS-OVER CHANNELS OF TRADE for a minimum of five (5) years following the CLOSING. However, CMI shall cease the sale of any UNILEVER PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING within six (6) months following notice from SCJ pursuant to Section 1(kk) or by December 31, 2002, whichever is later; provided, however, that for five (5) years following the CLOSING CMI shall have the right to sell UNILEVER PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING (i.e., those listed on Schedule 8(e) Part II as of the date hereof) to APPROVED CASH AND CARRY ACCOUNTS authorized by SCJ (by RESTRICTED PRODUCT by country) and so identified on Schedule 1(h)(iii) provided such UNILEVER RESTRICTED PRODUCTS (x) are in sizes no smaller than the sizes sold to such APPROVED CASH AND CARRY ACCOUNTS as of the CLOSING, (y) are not in multi-packs, and (z) are sold only in the separate section of such APPROVED CASH AND CARRY ACCOUNTS that are dedicated to professional products sold to commercial, industrial and institutional end users; provided further, that if within such five (5) year period such conditions are not met and such account would no longer be an APPROVED CASH AND CARRY ACCOUNT, such RESTRICTED PRODUCTS shall be discontinued within six (6) months after notice from SCJ that such account is no longer an APPROVED CASH AND CARRY ACCOUNT. Notwithstanding the foregoing and in addition to CMI’s right to sell UNILEVER PRODUCTS that are not RESTRICTED PRODUCTS, for five (5) years following the CLOSING CMI shall have the right to sell to those [**] CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(h)(iii) only those certain RESTRICTED UNILEVER PRODUCTS (as determined separately for [**] by SKU and country) that are sold as of the date hereof to [**] and that are in sizes no smaller than the sizes sold to [**] as of the CLOSING; provided, however, that if there is a separate section or aisle of the [**] store dedicated to professional products sold to commercial, industrial and institutional end users, CMI shall only have a right to sell such RESTRICTED UNILEVER PRODUCTS for resale in that section or aisle of the [**] store unless such RESTRICTED UNILEVER PRODUCTS are being sold for resale in a different section or aisle of the [**] store (as determined on a store-by-store basis) as of the date hereof, in which event CMI shall have the right to continue sales of such RESTRICTED PRODUCTS for resale in such section or aisle; provided further, that if within such five (5) year period any such product is no longer sold in the specified location CMI shall have (6) months thereafter in which to discontinue such product at such location. CMI shall cease the sale of DIVERSEY PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING within six (6) months of notification by SCJ that such DIVERSEY PRODUCTS constitute RESTRICTED PRODUCTS as of the CLOSING or by December 31, 2002, whichever is later. Further, in the event a DIVERSEY PRODUCT or a UNILEVER PRODUCT distributed by CMI becomes a RESTRICTED PRODUCT within five (5) years following the CLOSING, CMI shall cease the sale of such products in the CROSS-OVER CHANNELS OF TRADE within twenty four (24) months following written notification by SCJ thereof or five (5) years following the CLOSING, whichever is later. In the event that a DIVERSEY PRODUCT or a UNILEVER PRODUCT distributed by CMI becomes a

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RESTRICTED PRODUCT more than five (5) years following the CLOSING, CMI shall cease the sale of such products in the CROSS-OVER CHANNELS OF TRADE within twenty-four (24) months following written notification by SCJ thereof. To the extent any additional UNILEVER PRODUCTS (i.e., those not listed on Schedule 8(e) as of the date of the CLOSING) constitute RESTRICTED PRODUCTS as of the time CMI obtains the right from UNILEVER to sell such products, CMI shall not sell such RESTRICTED UNILEVER PRODUCTS outside the INDUSTRIAL CHANNELS OF TRADE. Nothing in this Section 8 shall prohibit CMI or its AFFILIATES from selling RESTRICTED PRODUCTS in the INDUSTRIAL CHANNELS OF TRADE.

9.  TRADEMARK AND PATENT INFRINGEMENT.    CMI shall promptly notify SCJ in writing of, and submit specimens of any instances of, actual or probable infringement known to CMI of the COMMERCIAL MARKS and/or LICENSED TECHNOLOGY. CMI shall likewise notify SCJ of any information or notice that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the COMMERCIAL MARKS infringe trademark rights of others. SCJ shall notify CMI of any lawsuit filed against SCJ by a third party alleging that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the COMMERCIAL MARKS infringe trademark rights of others. SCJ shall have the right to control, and bear the cost incurred in connection with the prosecution and defense of any infringement actions relating to the SCJ LICENSED PRODUCTS, COMMERCIAL MARKS or LICENSED TECHNOLOGY. Nonetheless, CMI shall have the right to participate in (at its own cost) and consult with SCJ in connection with such actions. SCJ shall give good faith consideration to any proposals or recommendations made by CMI regarding strategy or procedure in connection with prosecution or defense of any such infringement action. Any damage award against CMI or SCJ based on CMI’s infringement of a third party’s intellectual property rights shall be the sole responsibility of CMI. If SCJ decides, at its discretion, not to defend or continue to defend an infringement action relating to the SCJ LICENSED PRODUCTS, COMMERCIAL MARKS or LICENSED TECHNOLOGY, including without limitation any decision not to continue to maintain its trademark or patent rights challenged by such suit, CMI shall have the right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense, including the right to maintain the applicable trademark registrations or patents in the name of and on behalf of SCJ; provided, however, that nothing herein shall limit SCJ’s right to terminate any LICENSED BRAND and/or LICENSED TECHNOLOGY from the license granted herein pursuant to Section 18(l). If SCJ decides, at its discretion, not to prosecute or continue the prosecution of an infringement action against a third party, CMI shall have the right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense; provided, however, that any recovery obtained by CMI, net of CMI’s reasonable attorneys fees and court costs, as a result of its prosecution of an action for infringement of the LICENSED BRANDS or the LICENSED TECHNOLOGY (including damages awarded or payments made in connection with settlement) shall be treated as though they are Net Sales of SCJ LICENSED PRODUCTS in calculating the royalties payable to SCJ pursuant to Section 17 hereof.

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10.  CONTRACT MANUFACTURE.

(a)  CMI may have SCJ LICENSED PRODUCTS manufactured for it by another party (subject to the prior written approval of SCJ and to the terms and conditions of this Agreement). CMI shall request SCJ’s approval to use a third party contract manufacturer or packer by submitting a written request to SCJ in accordance with the provisions of Section 26 below. Notwithstanding the foregoing, the third parties listed on Schedule 10(a)-1 have been pre-approved by SCJ to act as contract manufacturers and packers for CMI for those SCJ LICENSED PRODUCTS appearing next to their names on such schedule. Any approved contract manufacturer or packer may affix, on behalf of CMI, COMMERCIAL MARKS to the pre-approved SCJ LICENSED PRODUCTS and practice LICENSED TECHNOLOGY which is owned or controlled by SCJ in the country of manufacture in connection with the manufacture of pre-approved SCJ LICENSED PRODUCTS. Such other party shall not be obligated to obtain separate patent or trademark licenses from SCJ with respect to products so manufactured on behalf of CMI. CMI shall enter into a written contract manufacturing agreement with such other party, which shall include, among other things, the provisions set forth in Schedule 10(a)-2 attached hereto. Except as set forth in Section 10(c) below, CMI shall have the right to determine which SCJ LICENSED PRODUCTS, if any, shall be manufactured for it by other parties for distribution and sale by CMI in accordance with this Agreement.

(b)  CMI shall have sole responsibility for conveying all necessary technical materials, including [**], product specifications and manufacturing processes, to any SCJ approved contract manufacturer or packer retained by CMI to manufacture an SCJ LICENSED PRODUCT. All such materials are and shall remain the property of SCJ as owner and licensor.

(c)  Notwithstanding the foregoing, in the event SCJ reasonably determines that one or more SCJ LICENSED PRODUCTS being manufactured or packaged for CMI by a contract manufacturer or packer are being diverted outside the INDUSTRIAL CHANNELS OF TRADE or CROSS-OVER CHANNELS OF TRADE in one or more countries, SCJ shall notify CMI thereof. CMI shall have sixty (60) days in which to ensure that any such diversion has ceased and to provide SCJ with satisfactory evidence thereof. If SCJ is satisfied that such diversion has ceased, the third party contract manufacturer or packer shall retain its approved status with respect to such SCJ LICENSED PRODUCT(S). If, on the other hand, SCJ is not satisfied that diversion of such SCJ LICENSED PRODUCT(S) has ceased in those countries, CMI shall be obligated to terminate that contract manufacturer’s or packer’s rights with respect to such SCJ LICENSED PRODUCT(S) and SCJ or its designee or another approved contract manufacturer, as mutually agreed, shall supply such SCJ LICENSED PRODUCT(S) for sale in such countries.

(d)  In the event an approved contract manufacturer or packer fails to meet SCJ’s quality standards, SCJ shall notify CMI and the contract manufacturer or packer of the specific deficiencies in writing. Unless the deficiencies constitute a material breach of this Agreement which shall be handled in accordance with the termination procedures set forth in Sections 18(c), 18(d), 18(e) or 18(f), as applicable, CMI and the contract manufacturer or packer

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shall have one hundred eighty (180) days to remedy the deficiencies and provide SCJ with a report on how such deficiencies have been remedied. If SCJ agrees that the remedial changes are adequate, the third party contract manufacturer or packer shall retain its approved status. If, on the other hand, SCJ determines that the remedial changes are inadequate, the third party contract manufacturer or packer shall lose its approved status and CMI shall no longer be able to use such third party contract manufacturer or packer to manufacture SCJ LICENSED PRODUCTS.

(e)  CMI shall ensure that all contract manufacturers or packers (other than UNILEVER) for products that use a formula provided to such contract manufacturer or packer by CMI (including SCJ LICENSED PRODUCTS) use only pre-approved ingredients, raw materials, packages and quality control standards and with respect to other products, CMI shall take commercially reasonable measures to require that such products meet specifications approved by CMI. SCJ shall provide CMI with product quality standards as contained in the [**] as they are updated from time to time. CMI acknowledges and agrees that it and each of its third party contract manufacturers and packers for SCJ LICENSED PRODUCTS must promptly comply with these standards.

(f)  All contract manufacturing agreements for SCJ LICENSED PRODUCTS shall terminate upon termination of this Agreement or termination of SCJ’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY, and CMI shall accordingly notify each contract manufacturer and packer of such termination.

(g)  The parties acknowledge that SCJ is a direct third party beneficiary of any contract between CMI and its contract manufacturers and packers for SCJ LICENSED PRODUCTS. SCJ shall have the right, independent of CMI, to require performance by any contract manufacturer or packer of all terms and conditions of the contract manufacturing agreement with respect to SCJ LICENSED PRODUCTS and to bring all causes of action that result from breach of such terms and conditions by the contract manufacturer or packer.

11.  SUBLICENSES.

(a)  CMI shall have the right to grant sublicenses of its rights under this Agreement to its controlled subsidiaries (other than POLYMER and only for so long as such subsidiaries remain controlled by CMI) and to other companies in which CMI has an equity interest which are approved by SCJ in writing as an amendment to this Agreement (such approval being granted only for so long as the shareholdings of such other companies remain the same as of the date of the approval). The following non-controlled companies (with their shareholdings as of the date hereof) are deemed approved by SCJ as of the date hereof: [NONE]

(b)  CMI shall authorize each sublicensee to sell only in its licensed territory and shall prohibit sublicensees from soliciting sales outside its licensed territory.

(c)  CMI hereby guarantees the proper performance of the terms and conditions of each such sublicense by its sublicensees.

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(d)  CMI shall give SCJ prompt written notice of the execution of any sublicense agreement and, at the same time, give SCJ a copy of the complete, signed agreement. CMI shall record such sublicenses at its own expense in those countries where doing so is necessary or desirable to protect the sublicensed trademark rights; provided, that in the event CMI does not do so, SCJ retains the right to record the sublicenses at CMI’s expense.

(e)  CMI shall provide SCJ with a list of its current sublicensees (and the shareholdings of such sublicensees) on a regular basis and, in any event, at least once per calendar year during the term of this Agreement.

(f)  With respect to any sublicensee of CMI under this AGREEMENT, within six (6) months of the CLOSING (or for a sublicensee being created after the CLOSING, six (6) months after the creation of such sublicensee), (i) CMI shall enter into any sublicense agreements relating to COMMERCIAL MARKS and LICENSED TECHNOLOGY in the form attached hereto as Schedule 11(f) or (ii) submit to SCJ for approval a form of sublicense (on a country-by-country basis) that as closely as possible conforms to the attached Schedule 11(f) while being consistent with local law along with an explanation as to why such changes are required by local law. To the extent permitted by local law, each such sublicense shall be retroactively effective as of the date hereof or, for those sublicensees created after the CLOSING, as of the date of their creation. Any proposed modifications to the Schedule 11(f) form of sublicense agreement must be approved in advance by SCJ in writing. If SCJ does not review and approve or reject any amended sublicense agreement within a mutually agreed time period, then CMI may enter into such sublicense after first submitting copies of such sublicense to SCJ, provided that CMI shall not execute any such amended sublicense if within thirty (30) days of submission to SCJ it receives from SCJ a written good faith objection to such amended sublicense.

(g)  The parties acknowledge that SCJ is a direct third party beneficiary of CMI’s sublicenses. SCJ shall have the right, independent of CMI, to require performance by any sublicensee of all terms and conditions of the sublicense agreement and to bring all causes of action that result from breach of those terms and conditions by the sublicensee.

12.  MONITORING SUBLICENSEES.    CMI shall, at its sole expense, monitor and control use of the COMMERCIAL MARKS and LICENSED TECHNOLOGY and the manufacture and sale of SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME and/or COMBINATION BRAND by its sublicensees and shall provide SCJ with any reports reasonably requested relating to its sublicensees. Any use of the COMMERCIAL MARKS and LICENSED TECHNOLOGY by a sublicensee not satisfactory under the standards of this Agreement, any failure of a sublicensee to maintain the quality of the SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME and/or COMBINATION BRAND in accordance with the terms and conditions of this Agreement or any misuse or disclosure of confidential information in violation of the terms of this Agreement by a sublicensee shall constitute a material breach of this Agreement by CMI with respect to the sublicensed territory and shall be handled in accordance with the provisions of Section 18(d) or 18(f), as applicable.

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13.  MANNER OF PRODUCTION.

(a)  CMI shall manufacture, or have manufactured for it pursuant to Section 10 above, all present and future SCJ LICENSED PRODUCTS in accordance with formulae, processes and procedures and other specifications and standards (such as, for example, [**]) issued or approved by SCJ. The quality of all SCJ LICENSED PRODUCTS and/or of ingredients and raw materials used in all SCJ LICENSED PRODUCTS shall be as specified and approved by SCJ. Upon SCJ’s request, from time to time, CMI shall send to SCJ for written approval a representative specimen of:

(i)  established SCJ LICENSED PRODUCTS made under a changed formula authorized in writing by SCJ before release for sale;

(ii)  new SCJ LICENSED PRODUCTS before release for sale; and

(iii)  any SCJ LICENSED PRODUCTS at such other times as SCJ may request.

(b)  All present and future products manufactured by CMI, or to be manufactured for it pursuant to Section 10, and sold under a HOUSE MARK and/or TRADE NAME in combination with a CMI BRAND or a COMBINATION BRAND, shall be of a quality that is consistent with the quality of CMI BRAND and COMBINATION BRAND products, as applicable, as of the date hereof. CMI shall send to SCJ representative specimens of any such product or products upon SCJ’s written request.

14.  MANNER OF ADVERTISING AND LABELING

(a)  SCJ has developed, and CMI has reviewed and agreed to, the graphics standards listed or referred to on Schedule 14(a) (“STANDARDS”) concerning use of the COMMERCIAL MARKS on SCJ LICENSED PRODUCTS, LICENSED PRODUCT MATERIALS, INCIDENTAL MATERIALS, and products bearing a HOUSE MARK, TRADE NAME, CMI BRAND or COMBINATION BRAND. The STANDARDS are subject to the time frames contained in this Section 14, and the STANDARDS and this Section 14 shall not apply to UNILEVER PRODUCTS. The STANDARDS include, among other things, [**]. To the extent any such descriptors are used by CMI on SCJ LICENSED PRODUCTS or LICENSED PRODUCT MATERIALS as of the date hereof, CMI shall completely discontinue manufacture of those products or materials that use such descriptors no later than June 30, 2002 (or, with respect to SCJ LICENSED PRODUCTS only, December 31, 2002) or an INITIAL PUBLIC OFFERING, whichever occurs first, and CMI shall have an additional twelve (12) month period in which to sell-off its remaining inventory of any such products or materials. CMI shall prepare all its LICENSED PRODUCT MATERIALS and products bearing a HOUSE MARK, TRADE NAME, LICENSED BRAND, CMI BRAND or COMBINATION BRAND in compliance with the STANDARDS subject to and consistent with the time frame contained in this Section 14(a).

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To the extent that any of CMI’s LICENSED PRODUCT MATERIALS and products bearing a HOUSE MARK, TRADE NAME, LICENSED BRAND or COMBINATION BRAND do not, as at the date hereof, comply fully with the STANDARDS, CMI shall completely discontinue manufacture of those LICENSED PRODUCT MATERIALS and products by no later than June 30, 2002 (or, with respect to SCJ LICENSED PRODUCTS only, December 31, 2002), or an INITIAL PUBLIC OFFERING, whichever occurs first, and CMI shall have an additional twelve (12) month period in which to sell-off its remaining inventory or any such products or materials. CMI shall certify on such form as SCJ may from time to time prescribe that each item of its LICENSED PRODUCT MATERIALS and products bearing a HOUSE MARK, TRADE NAME, LICENSED BRAND, CMI BRAND or COMBINATION BRAND complies with the STANDARDS subject to and consistent with the time frame contained in this Section 14(a). SCJ shall have the right to approve all LICENSED PRODUCT MATERIALS before they are produced. SCJ shall have the right to audit the compliance records along with the LICENSED PRODUCT MATERIALS and products bearing a HOUSE MARK, TRADE NAME, LICENSED BRAND, CMI BRAND or COMBINATION BRAND and reserves the right to require that items that do not meet the requirements, or that are similar to SCJ’s house mark or labels (unless CMI can demonstrate to SCJ that such graphics, trade dress, designs or labels were used on products manufactured and distributed by CMI or any CMI AFFILIATE prior to their use by SCJ or any SCJ AFFILIATE), be changed so that they comply with the STANDARDS and with the terms of this Agreement. If new labels are not mutually approved by June 30, 2002 despite the parties’ reasonable best efforts, the January 1, 2003 deadlines in this Section 14 as they apply to SCJ LICENSED PRODUCTS only, shall be extended to a date six (6) months from the date such labels are approved.

(b)  CMI shall not make any claims or representations with respect to SCJ LICENSED PRODUCTS (other than claims and representations that are contained on such SCJ LICENSED PRODUCTS sold by SCJ or its AFFILIATES) without prior approval of SCJ. CMI shall discontinue any existing but unauthorized claims on SCJ LICENSED PRODUCTS by December 31, 2002, plus an additional twelve (12) month inventory sell-off period (except that CMI shall immediately cease using any such unauthorized product claims that violate applicable law), and further, CMI shall be fully responsible for and shall indemnify SCJ against all damages, losses, demands, and actions arising out of any such unauthorized product claims. Except as provided in the prior sentence, CMI shall not make any comparisons in its advertising materials or otherwise between CMI BRAND or COMBINATION BRAND products and SCJ LICENSED PRODUCTS or SCJ CONSUMER PRODUCTS.

(c)  Neither CMI nor any sublicensee shall have the right to repackage or reformulate SCJ LICENSED PRODUCTS (without the prior written approval of SCJ). Private labeling of an SCJ LICENSED PRODUCT, bulk sales to a customer who then repackages such product in an SCJ-approved package, and modification of any LICENSED TECHNOLOGY are each expressly prohibited hereunder, and shall constitute a material breach of this Agreement.

15.  MATERIALS, EQUIPMENT, PERSONNEL.    CMI agrees to bear the cost of all materials, labels, containers and other commodities used in the manufacture and sale of SCJ LICENSED PRODUCTS and products sold under a HOUSE MARK, TRADE NAME, CMI

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BRAND or COMBINATION BRAND and shall furnish all buildings, equipment and personnel including sales force, facilities for handling and merchandising such products, and accounting and other office personnel for the proper conduct of the business. CMI’s requirements of raw materials to be used in the manufacture of SCJ LICENSED PRODUCTS shall be materials which meet specifications established by SCJ in order that the products manufactured hereunder meet the quality standards required by this Agreement. If CMI requests SCJ’s approval to use a raw material or component part which has not been previously approved by SCJ, CMI shall be responsible for all testing and analytical costs reasonably necessary to determine whether such raw material or component part meets the quality standards and specifications established by SCJ for SCJ LICENSED PRODUCTS.

16.  REPORTS, INSPECTION AND RECORDS.

(a)  SCJ shall have the right to examine at any time during regular business hours, through its employees or agents, all of CMI’s raw materials, manufacturing facilities, manufacturing procedures, SCJ LICENSED PRODUCTS, and products sold under a HOUSE MARK, TRADE NAME, CMI BRAND (other than those products that use only a CMI BRAND), or COMBINATION BRAND, in any stage of manufacture to make certain that CMI is meeting all specifications furnished or approved by SCJ for SCJ LICENSED PRODUCTS and is attaining the quality specified or approved by SCJ for SCJ LICENSED PRODUCTS, products sold under a HOUSE MARK, TRADE NAME, CMI BRAND (other than those products that use only a CMI BRAND), or COMBINATION BRAND. Inspection by SCJ of products and manufacturing facilities of CMI shall not relieve CMI of its product and warranty obligations. SCJ shall have the same rights of inspection and examination with respect to parties who manufacture such products for CMI.

(b)  CMI and its sublicensees shall keep and maintain, and SCJ shall have the right to examine at any time during regular business hours through its employees or agents, all financial reports, records and books of account of CMI and its sublicensees relating to this Agreement, as well as all other reports and records that relate to this Agreement including statistics, formulae, advertising materials and similar matters. CMI agrees that it will make such changes and improvements in its reports and records, as well as in manufacturing, advertising, labeling and sale of SCJ LICENSED PRODUCTS, as may be requested from time to time by SCJ.

(c)  SCJ also has the right to appoint an independent certified auditor to examine the books of account and other financial records relating to SCJ LICENSED PRODUCTS at any time SCJ so wishes.

(d)  CMI agrees to submit written quarterly reports as to quality of the SCJ LICENSED PRODUCTS, along with any other regular reports as SCJ may request, in such form or forms as SCJ may from time to time prescribe.

(e)  CMI shall furnish SCJ with an annual written report within ninety (90) days after the close of CMI’s fiscal year. Such annual report shall contain CMI’s annual

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financial statement certified by a reputable, nationally known public accountant firm used by CMI on a regular basis, and any and all information as to sales and advertising of SCJ LICENSED PRODUCTS as SCJ may reasonably request.

(f)  CMI shall furnish SCJ with a copy of its SENIOR CREDIT AGREEMENTS and any agreement relating to a MATERIAL INDEBTEDNESS within thirty (30) days following the CLOSING and thereafter throughout the term of this Agreement CMI shall furnish SCJ with copies of the quarterly (and any other) compliance package provided to the banks or other creditors under any such SENIOR CREDIT AGREEMENTS or other agreements relating to a MATERIAL INDEBTEDNESS, including but not limited to quarterly financials, a compliance certificate and the schedule to the compliance certificate detailing compliance with the key covenants under any such agreement, when and as delivered to such agents or lenders. SCJ shall limit access to such information to its Chairman, Chief Financial Officer, Vice President-Corporate Treasurer, and General Counsel (or similar positions).

17.  CONSIDERATION.

(a)  In consideration of the COMMERCIAL MARKS and LICENSED TECHNOLOGY licensed to CMI under Sections 2, 3 and 4 hereof, and the other covenants of SCJ under this Agreement, CMI, in addition to complying with all of the other terms and conditions of this Agreement, shall pay to SCJ a royalty of four percent (4%) of Net Sales of SCJ LICENSED PRODUCTS by CMI and its sublicensees, which royalty rate shall increase to a rate that is equivalent to a market model profit sharing arrangement on Net Sales of the remaining SCJ LICENSED PRODUCTS upon the elimination of certain SCJ LICENSED PRODUCTS from this Agreement in connection with the conversion to a Sales Agency Agreement pursuant to Section 18(m)(2) or, in the event SCJ LICENSED PRODUCTS are identified for conversion to a Sales Agency Agreement pursuant to Section 18(m)(2) but such conversion does not take place, on the Net Sales of all SCJ LICENSED PRODUCTS under this Agreement; provided, however, that the royalty rate for this Agreement shall be subject to increase on six (6) months prior notice in the event of an increase in the standard rate charged by SCJ to its licensed subsidiaries; provided, further, that any such increase shall be conditioned on SCJ providing CMI with an opinion letter from its outside tax counsel stating that it is necessary or advisable for SCJ to charge the standard royalty rate to CMI and its sublicensees of the LICENSED BRANDS and LICENSED TECHNOLOGY. Further, in the event CMI charges a higher royalty rate to its sublicensees, the royalty rate payable by CMI to SCJ under this Agreement shall be increased to match such higher rate. In addition, CMI shall pay to SCJ a royalty equal to one hundred percent (100%) of CMI’s profit on sales of UNILEVER RESTRICTED PRODUCTS by CMI and its subsidiaries to [**] pursuant to the provisions of Section 8(e); provided, however, that SCJ shall have the right, on an annual basis, to have CMI’s books of account and other financial records relating to the calculation of such profits audited by an outside accounting firm that is mutually acceptable to SCJ and CMI and that executes a reasonable confidentiality agreement consistent with the provisions of the Confidentiality Agreement. For the avoidance of doubt, no royalties shall be due or payable with respect to SCJ LICENSED PRODUCTS eliminated from this Agreement and converted to a Sales Agency Agreement pursuant to Section 18(m)(2).

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The term “Net Sales” shall mean gross sales less sales returns, discounts, allowances and sales turnover and excise taxes, if any. For the purposes of this Agreement, gross sales, sales returns, discounts and allowances shall be as defined by SCJ’s standard accounting policies consistent with the United States generally accepted accounting principles. The full royalty shall apply notwithstanding that CMI may own some of the industrial property rights related to the SCJ LICENSED PRODUCTS. Notwithstanding the foregoing, the royalty payable by CMI to SCJ on sales of SCJ LICENSED PRODUCTS or UNILEVER RESTRICTED PRODUCTS by CMI’s sublicensees shall not exceed the amount of royalty CMI actually collects from its sublicensees on the sale on such SCJ LICENSED PRODUCTS or UNILEVER RESTRICTED PRODUCTS, less any foreign income and withholding taxes imposed on the CMI sublicensees’ payments of royalties to CMI for sale of the SCJ LICENSED PRODUCTS or UNILEVER RESTRICTED PRODUCTS; provided, however, that CMI shall make diligent efforts to collect a royalty equal to the royalty payable by CMI to SCJ under this Agreement on Net Sales of SCJ LICENSED PRODUCTS by its sublicensees.

(b)  Payments hereunder shall be made to SCJ on a monthly basis, within thirty (30) days following the last day of each said calendar month, or at such other later times and in such place and manner as SCJ may designate.

(c)  The parties recognize that SCJ, by reason of its ownership or control of the industrial property rights that collectively comprise the SCJ LICENSED PRODUCTS, will benefit from the brand recognition and customer goodwill resulting from the promotion and sale of SCJ LICENSED PRODUCTS by CMI in accordance with the terms of this Agreement. The parties agree that any accretion of product-related intangible value attributed to CMI’s activities inheres in the SCJ LICENSED PRODUCTS and belongs at all times to SCJ as owner of the SCJ LICENSED PRODUCTS. Accordingly, the parties agree that no consideration shall be payable to CMI upon termination by SCJ of this Agreement in whole or in part, in accordance with the terms of this Agreement.

18.  DURATION AND TERMINATION.

(a)  This Agreement shall commence on the effective date set forth in the first paragraph of this Agreement and continue in force for an initial term of eight (8) years from such effective date or, if the CLOSING occurs on or before June 30, 2002, then for an initial term ending eight (8) years from the date of CLOSING. If the CLOSING has occurred on or before June 30, 2002, and SCJ has not terminated this Agreement, then the initial term shall be automatically extended at the end of the first year following CLOSING (“Extension Date”) for one additional year (i.e. to an initial term ending nine (9) years from the date of CLOSING), provided that SCJ has not given CMI notice of breach or default of or under any of the terms or conditions of this Agreement on or before the Extension Date that is not cured by CMI within thirty (30) days of being notified thereof by SCJ. If the CLOSING has occurred on or before June 30, 2002, and SCJ has not terminated this Agreement, then the initial term shall be further extended at the end of the second year following CLOSING (“Second Extension Date”) for one additional year (i.e. to an initial term ending ten (10) years from the date of CLOSING), provided that SCJ has not given CMI notice of breach or default of or under any of the terms or conditions

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of this Agreement on or before the Second Extension Date that is not cured by CMI within thirty (30) days of being notified thereof by SCJ. Thereafter, the term of this Agreement may be renewed by CMI for additional terms of two (2) years each, subject to SCJ’s prior written consent, which may be granted or withheld in SCJ’s sole discretion.

(b)  In the event CMI, NEWCO or HOLDCO undergoes a CHANGE OF CONTROL, this Agreement and the obligations of SCJ and the rights and privileges of CMI under this Agreement shall automatically terminate as of the effective date of the CHANGE OF CONTROL; provided, however, that upon the occurrence of the foregoing as a TRIGGERING EVENT, this Agreement shall thereafter be a THIRD PARTY JD LICENSE.

(c)  If CMI is in material breach or default of or under any of the terms or conditions of this Agreement as a result of its actions or inaction with respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS or the LICENSED TECHNOLOGY (including but not limited to failure to comply with the provisions of Section 22 with respect to an SCJ LICENSED PRODUCT), SCJ may terminate CMI’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY by giving at least thirty (30) days’ written notice to CMI describing the breach or default that is the reason for termination of such license. CMI’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY shall terminate at the end of the notice period unless CMI cures or remedies the breach or default supporting termination to SCJ’s satisfaction within the notice period; provided, however, that any dispute between SCJ and CMI concerning any such alleged breach or default shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 31. Termination of CMI’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY in the event of CMI’s uncured breach of this Agreement as a result of its actions or inaction with respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS or the LICENSED TECHNOLOGY shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

(d)  If a CMI sublicensee is in material breach or default of or under any of the terms or conditions of its sublicense agreement or this Agreement as a result of its actions or inaction with respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS or the LICENSED TECHNOLOGY, SCJ may terminate CMI’s and its sublicensee’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY in the sublicensed territory by giving at least thirty (30) days’ written notice to CMI describing the breach or default that is the reason for termination of such license in the sublicensed territory. CMI’s and its sublicensee’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY shall terminate with respect to such sublicensed territory at the end of the notice period unless CMI cures or remedies (or causes its sublicensee to cure or remedy) the breach or default supporting termination to SCJ’s satisfaction within the notice period; provided, however, that any dispute between SCJ and CMI concerning any such alleged breach or default by CMI’s sublicensee shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 31. Termination of CMI’s and its sublicensee’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY in the sublicensed territory in the event of uncured breach of this Agreement or the relevant sublicense agreement as a result of such sublicensee’s actions or inaction with

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respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS or the LICENSED TECHNOLOGY shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

(e)  If CMI is in material breach or default of or under any of the terms or conditions of this Agreement as a result of its actions or inaction with respect to the HOUSE MARKS, TRADE NAMES or COMBINATION BRANDS (including but not limited to failure to comply with the provisions of Section 22 with respect to products sold under a HOUSE MARK, TRADE NAME or COMBINATION BRAND), SCJ may give at least thirty (30) days’ written notice to CMI describing the breach or default and unless CMI cures or remedies such breach or default to SCJ’s satisfaction within the notice period, this Agreement shall thereafter be a CMI JD LICENSE; provided, however, that any dispute between SCJ and CMI concerning any such alleged breach or default shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 31. Conversion of this Agreement into a CMI JD LICENSE in the event of uncured breach of this Agreement by CMI as a result of its actions or inaction with respect to the HOUSE MARKS, TRADE NAMES or COMBINATION BRANDS shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

(f)  If a CMI sublicensee is in material breach or default of or under any of the terms or conditions of its sublicense agreement or this Agreement as a result of its actions or inaction with respect to the HOUSE MARKS, TRADE NAMES or COMBINATION BRANDS, SCJ may give at least thirty (30) days’ written notice to CMI describing the breach or default in such sublicensed territory and unless CMI cures or remedies (or causes its sublicensee to cure or remedy) such breach or default to SCJ’s satisfaction within the notice period, this Agreement shall thereafter be a CMI JD LICENSE in such sublicensed territory; provided, however, that any dispute between SCJ and CMI concerning any such alleged breach or default by CMI’s sublicensee shall be resolved in accordance with the applicable dispute resolution procedures set forth in Section 31. Conversion of this Agreement into a CMI JD LICENSE with respect to the sublicensed territory in the event of uncured breach of this Agreement or the relevant sublicense agreement as a result of such sublicensee’s actions or inaction with respect to the HOUSE MARKS, TRADE NAMES or COMBINATION BRANDS shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

(g)  Upon at least thirty (30) days’ written notice by SCJ to CMI for any CONDUCT DEEMED DETRIMENTAL, this Agreement shall thereafter be a CMI JD LICENSE; provided, however, that any dispute between SCJ and CMI concerning whether or not CMI or any of its sublicensees should be deemed to have engaged in CONDUCT DEEMED DETRIMENTAL shall be resolved in accordance with the applicable dispute resolution procedures set forth in Section 31.

(h)  In the event CMI or any of its AFFILIATES promote, market, sell or distribute, directly or indirectly, including without limitation through a joint venture, co-marketing arrangement or other strategic alliance, outside the INDUSTRIAL CHANNELS OF TRADE and the CROSS-OVER CHANNELS OF TRADE, any product (including but not

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limited to CONSUMER PRODUCTS that do not bear any of the COMMERCIAL MARKS) that competes with SCJ CONSUMER PRODUCTS, SCJ will have the right to terminate CMI’s license with respect to the LICENSED BRANDS, LICENSED TECHNOLOGY and SCJ LICENSED PRODUCTS by giving at least thirty (30) days’ written notice to CMI; provided, however, that such license shall not terminate if all such promotion, marketing, sale and distribution outside the INDUSTRIAL CHANNELS OF TRADE and the CROSS-OVER CHANNELS OF TRADE of such products ceases within such thirty (30) day notice period, and provided further that for the six (6) month period following CLOSING only, this Section 18(h) shall not apply to UNILEVER PRODUCTS or to DIVERSEY PRODUCTS. Any dispute between SCJ and CMI concerning any such alleged competition shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 31.

(i)  This Agreement shall become a CMI JD LICENSE immediately on written notice to CMI in the event that UNILEVER sells or otherwise transfers any or all of its ownership interest in CMI or NEWCO to a third party (other than HOLDCO, NEWCO or one of their AFFILIATES or a UNILEVER AFFILIATE) without the prior written consent of SCJ, other than as permitted under Section 8.13 of the Stockholder’s Agreement; provided, however, that in the event that UNILEVER attempts to sell or otherwise transfer all or substantially all of its ownership interest in CMI or NEWCO to a third party without the consent of SCJ, CMI shall have a period of ninety (90) days in which to prevent such transfer, failing which, this Agreement shall thereafter be a CMI JD LICENSE.

(j)  This Agreement shall become a CMI JD LICENSE immediately in the event HOLDCO, NEWCO, CMI or any of its sublicensees enters into a joint venture, co-marketing arrangement, or other strategic alliance with an SCJ COMPETITOR, or in the event ten percent (10%) or more of the voting shares or other issued and outstanding equity interests of CMI, NEWCO, HOLDCO or any sublicensee of CMI is acquired by an SCJ COMPETITOR, or if this Agreement is directly or indirectly, including by operation of law, assigned, assumed or in any way transferred to an SCJ COMPETITOR, whether as a result of a divestiture, restructuring, bankruptcy proceeding or otherwise.

(k)  If CMI makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct CMI’s business or affairs, or if it is adjudged in any legal action to be either a voluntary or involuntary bankrupt, the obligations of SCJ and the rights and privileges of CMI under this Agreement shall be deemed to have become a CMI JD LICENSE immediately prior to such assignment, appointment of trustee or receiver, or bankruptcy without SCJ giving any notice or taking any legal action; provided, however, that upon the occurrence of a TRIGGERING EVENT, this Agreement, or the CMI JD LICENSE portion of this Agreement that is in place at such time, shall thereafter be a THIRD PARTY JD LICENSE. This Section shall also apply to CMI’s sublicensees under this Agreement; provided, however, that this Agreement shall convert only with respect to the sublicensed territory of any sublicensee that falls within the provisions of this Section.

(l)  SCJ shall have the right to terminate any LICENSED BRAND, LICENSED TECHNOLOGY and/or SCJ LICENSED PRODUCT from the license granted

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herein in the event SCJ discontinues the sale of the product(s) bearing the LICENSED BRAND, the manufacture of the product(s) utilizing the LICENSED TECHNOLOGY or the sale of the SCJ LICENSED PRODUCT(S). The termination with respect to any such LICENSED BRAND, LICENSED TECHNOLOGY and/or SCJ LICENSED PRODUCT shall be on twelve (12) months’ prior written notice to CMI, at the end of which CMI shall stop all manufacturing, marketing and sale of the SCJ LICENSED PRODUCT and/or products using the terminated LICENSED BRAND and/or LICENSED TECHNOLOGY. During the twelve (12) month notice period, CMI shall conduct its business in the ordinary manner with respect to the SCJ LICENSED PRODUCTS, LICENSED BRANDS and LICENSED TECHNOLOGY.

(m)  (1)  SCJ shall have the right to eliminate the HOUSE MARKS from the license granted to CMI herein if CMI fails to use the HOUSE MARKS for a period of one year or more and, in such event, all rights to the HOUSE MARKS (subject to Section 18(u)) shall revert to SCJ. In the event CMI fails, for a period of ninety (90) days or more, to diligently and continuously use any of the LICENSED BRANDS in the ordinary course of its business consistent with CMI’s practice prior to the date hereof, SCJ shall have the right to eliminate such LICENSED BRAND, and the LICENSED TECHNOLOGY used in connection with the SCJ LICENSED PRODUCT(S) that bear such LICENSED BRAND, from the license granted to CMI herein on thirty (30) days prior written notice to CMI. (2) At any time after NEWCO or any CMI AFFILIATE has acquired fifty percent (50%) or more of the ownership interest in NEWCO that is held by UNILEVER or any of its AFFILIATES as of the CLOSING, SCJ shall have the right to identify, on a country-by-country basis, any or all of the SCJ LICENSED PRODUCTS (and the LICENSED TECHNOLOGY and LICENSED BRANDS used in connection with such SCJ LICENSED PRODUCTS) that SCJ desires to convert to an arms length Sales Agency Agreement. Following such identification by SCJ, SCJ and CMI shall negotiate a mutually acceptable arms-length Sales Agency Agreement governing such SCJ LICENSED PRODUCTS; provided, however, that CMI shall not be required to enter into or perform under any such Sales Agency Agreement if to do so would constitute a breach or violation of any restrictions on transactions with affiliates (as defined in such agreements) binding upon CMI or any affiliate (as defined in such agreements) of CMI, including any such restrictions contained in (i) the Senior Credit Agreement, (ii) the Indentures dated May 3, 2002 between CMI and the Bank of New York, as trustee, relating to the 9.625% Senior Subordinated Notes due 2012 of CMI, (iii) the Indenture dated May 3, 2002 between NEWCO and the Bank of New York, as trustee, relating to the 10.67% Senior Discount Notes due 2013 of NEWCO, or (iv) the Stockholders’ Agreement dated May 3, 2002 among NEWCO, HOLDCO and Marga B.V. (collectively, the “CONSENT AGREEMENTS”); provided, further, that CMI shall use its reasonable best efforts to obtain any consents necessary to enable CMI to enter into and perform under the mutually acceptable arms-length Sales Agency Agreement without breach or violation of any of the CONSENT AGREEMENTS. In the event that SCJ and CMI are unable to agree on a mutually acceptable Sales Agency Agreement for such SCJ LICENSED PRODUCTS or CMI is unable to enter into or perform under such Sales Agency Agreement without violating the CONSENT AGREEMENTS, those SCJ LICENSED PRODUCTS identified by SCJ for conversion to a Sales Agency Agreement shall remain subject to this Agreement but the royalty rate payable to SCJ under this Agreement shall increase to a rate that is equivalent to a market model profit sharing arrangement on Net Sales of such SCJ LICENSED PRODUCTS.

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(n)  Prior to the spin-off of a subsidiary, CMI shall change the name of such subsidiary to a name that does not include “JOHNSON.” In the event CMI fails to do so, this Agreement shall thereafter automatically be a CMI JD LICENSE.

(o)  [RESERVED]

(p)  This Agreement shall be a CMI JD LICENSE at any time in the event that one or more of the following events has occurred and is continuing: (i) CMI, NEWCO, or any subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any MATERIAL INDEBTEDNESS, when and as the same shall become due, subject to any applicable grace period and any waivers granted during the grace period by the applicable creditor; (ii) any event or condition occurs that results in any MATERIAL INDEBTEDNESS becoming due prior to its scheduled maturity; and (iii) any event or condition occurs that enables or permits (with or without the passage of time, the giving of notice or both, but subject to the applicable grace period and any waivers granted during the grace period by the applicable creditor) the agent or agents, creditor, lender or group of creditors or lenders under the SENIOR CREDIT AGREEMENT to cause the indebtedness outstanding thereunder to become due prior to its scheduled maturity; provided, however, that upon the occurrence of a TRIGGERING EVENT, this Agreement, or the CMI JD LICENSE portion of this Agreement that is in place at such time, shall thereafter be a THIRD PARTY JD LICENSE.

(q)  Except as otherwise set forth in Section 18 hereof, upon termination of this Agreement:

(i)  Except as otherwise permitted pursuant to Section 30 hereof, CMI shall cease all use of, and shall not thereafter adopt, use, register or otherwise claim or have rights in, any LICENSED BRANDS, HOUSE MARKS, TRADE NAMES, COMBINATION BRANDS, LICENSED TECHNOLOGY and LICENSED PRODUCT MATERIALS, including use in advertising or promotion or on letterhead, business cards, invoices, etc., and, except as provided in Section 18(u), all rights granted to CMI pursuant to this Agreement shall revert to SCJ;

(ii)  All money credits of either party which are due the other shall promptly be paid and accounted for;

(iii)  All sublicenses granted by CMI hereunder shall terminate and CMI shall notify its sublicensees of such termination immediately following receipt of notice of termination of this Agreement from SCJ;

(iv)  CMI shall immediately notify and accordingly terminate all contract manufacturing agreements and shall promptly deliver to SCJ all information, formula cards, processing instructions, correspondence and other data relating to the manufacture, processing or packaging of the SCJ LICENSED PRODUCTS, and shall not

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thereafter use or disclose any information or data furnished under this Agreement with respect to such SCJ LICENSED PRODUCTS;

(v)  CMI shall deliver to SCJ all customer lists for the sale of SCJ LICENSED PRODUCTS during the prior twelve (12) months;

(vi)  SCJ shall have the right to stop shipments of SCJ LICENSED PRODUCTS and products bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND by CMI and its subsidiaries;

(vii)  CMI shall, and shall cause its subsidiaries to, promptly adopt trademarks for its products that are not similar to the LICENSED BRANDS and shall, and cause its subsidiaries to, adopt new house marks and trade names which do not use the name “JOHNSON” and are not similar to the HOUSE MARKS or TRADE NAMES (provided that the use of “DIVERSEY” alone shall not be deemed similar to any HOUSE MARK or TRADE NAME);

(viii)  CMI shall, and shall cause its subsidiaries to, take all steps necessary to change its corporate name to a name that does not include “JOHNSON”, including a vote of the shareholders, making necessary filings, publications and notices and ceasing to identify itself with references to “JOHNSON”. CMI shall cause its subsidiaries to amend their corporate charters and/or vote for the name change. CMI shall cause its subsidiaries and all subsequent subsidiaries to take the necessary post-termination actions to accomplish the change(s) of name; and

(ix)  CMI shall, and cause its subsidiaries to, cooperate in efforts to avoid consumer confusion as to source, sponsorship or association.

(r)  Upon termination only of CMI’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY, including due to this Agreement becoming a CMI JD LICENSE or THIRD PARTY JD LICENSE:

(i)  Except as otherwise permitted pursuant to Section 30 hereof, CMI shall cease all use of, and shall not thereafter adopt, use, register or otherwise claim or have rights in, any LICENSED BRANDS, LICENSED TECHNOLOGY and LICENSED PRODUCT MATERIALS, including use in advertising or promotion or on letterhead, business cards, invoices, etc., and all rights granted to CMI with respect thereto pursuant to this Agreement shall revert to SCJ;

(ii)  All money credits of either party which are due the other shall promptly be paid and accounted for;

(iii)  All sublicenses of the LICENSED BRANDS and LICENSED TECHNOLOGY granted by CMI hereunder shall terminate and CMI shall notify its

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sublicensees of such termination immediately following receipt of notice of termination of its license of the LICENSED BRANDS and LICENSED TECHNOLOGY from SCJ;

(iv)  CMI shall immediately notify and accordingly terminate all contract manufacturing agreements for SCJ LICENSED PRODUCTS and shall promptly deliver to SCJ all information, formula cards, processing instructions, correspondence and other data relating to the manufacture, processing or packaging of the SCJ LICENSED PRODUCTS, and shall not thereafter use or disclose any information or data furnished under this Agreement with respect to such SCJ LICENSED PRODUCTS;

(v)  CMI shall deliver to SCJ all customer lists for the sale of SCJ LICENSED PRODUCTS during the prior twelve (12) months;

(vi)  SCJ shall have the right to stop shipments of SCJ LICENSED PRODUCTS by CMI and its subsidiaries;

(vii)  CMI shall, and shall cause its subsidiaries to, promptly adopt trademarks for its products that are not similar to the LICENSED BRANDS;

(viii)  CMI shall, and cause its subsidiaries to, cooperate in efforts to avoid consumer confusion as to source, sponsorship or association.

(s)  Upon termination of CMI’s and its sublicensee’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY in a sublicensed territory or this Agreement becoming a CMI JD LICENSE or THIRD PARTY JD LICENSE in a sublicensed territory or termination of this Agreement with respect to a sublicensed territory, the provisions of Section 18(q) or Section 18(r), respectively, shall apply but only with respect to such sublicensed territory.

(t)  CMI acknowledges and agrees that, except as permitted pursuant to Section 18 hereof, any continued use of the COMMERCIAL MARKS or LICENSED TECHNOLOGY following termination of this Agreement, or continued use of the LICENSED BRANDS or LICENSED TECHNOLOGY following termination of CMI’s license thereunder, shall constitute infringement thereof and SCJ shall have the right to obtain temporary, preliminary and permanent injunctive relief against CMI’s and/or its sublicensees’ continued use thereof, in addition to all other remedies available to SCJ, and CMI shall be responsible for reimbursement to SCJ of all attorneys’ fees spent in enforcing its rights hereunder.

(u)  CMI anticipates that it will acquire ownership of the DIVERSEY TRADE MARK and the DIVERSEY TRADE NAME in connection with its acquisition of the DiverseyLever business. SCJ agrees that it will not at any time do, cause to be done or assist others in doing, any act or thing contesting or in any way intending to impair CMI’s exclusive ownership of the DIVERSEY TRADE MARK and the DIVERSEY TRADE NAME. In the event CMI acquires such ownership, CMI and SCJ shall execute a license agreement in the form attached as Schedule 18(u) pursuant to which CMI will license the DIVERSEY TRADE MARK

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to SCJ but only to the extent necessary to permit SCJ to register the JD TRADE MARK and to license the JD TRADE MARK and the JD TRADE NAME to CMI. Notwithstanding anything contained herein including Sections 5(b), 6(a) and 30, except to the extent required to register the JD HOUSE MARK and license the JD HOUSE MARK and the JD TRADE NAME to CMI pursuant to this Agreement, (i) SCJ shall have no rights in and shall not at any time, including after termination of all or any portion of this Agreement, own, use or license to any third party (including any SCJ AFFILIATE) the DIVERSEY TRADE NAME or the DIVERSEY TRADE MARK, and (ii) SCJ shall not use or license to any third party (including any SCJ AFFILIATE), at any time including after termination of all or any portion of this Agreement, any JD HOUSE MARK, any CMI DESIGN MARK or any JD TRADE NAME.

(v)  For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, upon the occurrence of any of the events described in Sections 18(e), 18(f), 18(g), 18(i), 18(j), 18(k), 18(n), 18(p) or 25(b) prior to the occurrence of a TRIGGERING EVENT, all aspects of this Agreement and the licenses granted herein to the extent they do not relate to the JD HOUSE MARK and JD TRADE NAME shall terminate and this Agreement shall thereafter be a CMI JD LICENSE, and, further, upon the occurrence of a TRIGGERING EVENT, this Agreement, or the CMI JD LICENSE portion of this Agreement that is in place at such time, shall become a THIRD PARTY JD LICENSE. For the avoidance of doubt, no circumstance or event that takes place on or prior to the occurrence of the TRIGGERING EVENT (including the TRIGGERING EVENT itself) shall give rise to a right for SCJ to terminate the THIRD PARTY JD LICENSE which was granted as a result of the TRIGGERING EVENT. SCJ shall at all times have the right to seek specific performance (including injunctive relief) and monetary damages for CMI or its sublicensee’s failure to comply with the terms of the CMI JD LICENSE.

19.  RELATIONSHIP OF THE PARTIES.    Notwithstanding any other provision of this contract, CMI shall not bind or obligate SCJ in transactions with others and shall be liable to SCJ for any damages to SCJ or its reputation arising out of any acts of CMI or its subsidiaries (including production and sale of defective products or misrepresentations concerning SCJ LICENSED PRODUCTS), nor shall anything herein be construed as authorizing CMI or its subsidiaries to conduct its business in the name of or for the account of SCJ. In addition, neither this Agreement nor the performance of its terms shall create or be deemed to create the relationship of principal-and-agent or partners or co-adventurers between CMI and SCJ.

20.  LICENSED PRODUCT.    CMI acknowledges the distinctiveness of and proprietary interest of SCJ in the LICENSED PRODUCT MATERIALS.

21.  DISCLAIMER; INDEMNIFICATION; INSURANCE.

(a)  SCJ HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, REGARDING THIS AGREEMENT, THE COMMERCIAL MARKS, THE LICENSED TECHNOLOGY, THE SCJ LICENSED PRODUCTS AND THE LICENSE GRANTED HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND INCLUDING

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ANY INFORMATION OR DATA OF EITHER PARTY USED BY THE OTHER PARTY OR ITS SUBLICENSEES IN REGISTERING A PRODUCT IN ACCORDANCE WITH SECTION 23.

(b)  Neither SCJ nor any of its subsidiaries will be responsible or liable with respect to any third party claims or lawsuits for damages to the extent attributable in any way to the manufacturing, storing, packaging, using, selling, advertising, distributing or transporting of products using the COMMERCIAL MARKS, LICENSED TECHNOLOGY or products using the formulas listed on Schedule 5(a) by CMI, its sublicensees or anyone acting on behalf of CMI or its sublicensees, including but not limited to any of their contract manufacturers or packers, and CMI shall defend, indemnify and hold harmless SCJ, its subsidiaries, officers, directors, employees and agents from any loss, damage, claim, demand, payment, lawsuit, action, recovery, judgment, cost and expense of every nature and description brought or recovered against SCJ or expended by SCJ, including without limitation, the payment of reasonable attorneys’ fees and other litigation expenses and recall expenses, to the extent attributable in any way to the manufacturing, storing, packaging, using, selling, advertising, distributing or transporting of products using the COMMERCIAL MARKS or LICENSED TECHNOLOGY or the formulas listed on Schedule 5(a) by CMI, its sublicensees or anyone acting on behalf of CMI or its sublicensees, including but not limited to any of their contract manufacturers or packers, or otherwise arising from the performance or non-performance by CMI (or its sublicensees or agents or representatives) of its obligations under this Agreement, provided, however, that the foregoing shall not apply with respect to third party product liability claims to the extent caused by SCJ’s manufacture for CMI of an SCJ LICENSED PRODUCT outside the applicable SCJ product specifications or the written product specifications provided by CMI to SCJ for products/formulations listed on Schedule 5(a)).

(c) Throughout the term of this Agreement, CMI shall hold general liability insurance in the amount of [**] per occurrence with SCJ as an additional insured.

22.  REGULATORY RECALL.

(a)  CMI shall promptly notify SCJ, and SCJ shall promptly notify CMI, if CMI or SCJ, as the case may be, reasonably determines at any time that any SCJ LICENSED PRODUCT or any product bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND (i) is or may be misbranded or adulterated, whether pursuant to the Federal Food, Drug and Cosmetic Act, the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”) or otherwise, (ii) otherwise is not or may not be in compliance with applicable federal, state, local or foreign laws or regulations, including registration and labeling requirements of the United States Environmental Protection Agency, the United States Food and Drug Administration or the United States Department of Agriculture or any similar state, local or foreign authorities, or (iii) otherwise poses a health or safety risk or could give rise to claim that the product is defective (in any such case, a “Designated Product”). In addition, each of CMI and SCJ shall promptly notify the other party in the event of any pending or threatened governmental or regulatory inquiry,

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investigation or action with respect to any SCJ LICENSED PRODUCT or any product bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND.

(b)  CMI shall promptly notify SCJ of any claims, lawsuits, reports or allegations of adverse effects related to Designated Products which could give rise to a reporting obligation under federal and/or state laws, including but not limited to Section 6(a)(2) of FIFRA, Sections 15(b) and 37 of the Consumer Product Safety Act and Sections 8(c) and 8(e) of the Toxic Substances Control Act. CMI shall also give SCJ prompt notice of all product liability claims involving any SCJ LICENSED PRODUCT or any product bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND.

(c)  CMI shall have, subject to prior consultation with SCJ (or, in the event of any Designated Product which was manufactured by SCJ, prior approval by SCJ), the right to take any action it reasonably determines to be appropriate with respect to a Designated Product, including but not limited to recalling, retrieving or withdrawing the Designated Product, making a public announcement with respect to the Designated Product or notifying any governmental or regulatory authority in connection therewith; [**].

(d)  Notwithstanding the foregoing, if CMI elects not to recall, retrieve or withdraw the Designated Product or to notify any governmental or regulatory authority, and SCJ continues to have a reasonable and good faith belief that [**]. In the event of such a [**], CMI shall promptly take appropriate steps to effect a recall, retrieval or withdrawal of such Designated Product in the manner contemplated by the [**]. The costs and expense of any recall, retrieval or withdrawal shall be paid by CMI unless the Designated Product was manufactured by SCJ in a manner that was not in accordance with applicable product specifications. Notwithstanding the foregoing, if SCJ is concurrently distributing Designated Products (or products substantially similar thereto) for its own account, it may not issue a [**] to CMI unless it is concurrently taking substantially similar remedial action with respect to its own products to the extent that similar considerations are applicable to such products.

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(e)  SCJ shall cooperate in good faith with CMI in connection with any recall, retrieval or withdrawal of a Designated Product. Except as provided in the preceding paragraph, each of CMI and SCJ shall pay its own costs and expenses incurred in connection with taking any actions with respect to Designated Product pursuant to this Section 22; provided that payment of such costs and expenses by either such party shall not be deemed to prejudice or otherwise affect SCJ’s indemnification rights under Section 21 hereof.

23.  PRODUCT REGISTRATIONS.    CMI is responsible for obtaining and maintaining any federal or state product registrations required for CMI to sell or permit its sublicensees to sell products, including, without limitation, SCJ LICENSED PRODUCTS covered by U.S., state and foreign government registrations (e.g., products registered with the US Environmental Protection Agency and similar state and foreign agencies). Upon CMI’s request, SCJ agrees that CMI and its sublicensees shall be given access to and may cite SCJ’s data in order to obtain their own product registrations for SCJ LICENSED PRODUCTS without the payment of any license or other fee to SCJ. Upon SCJ’s request, CMI agrees that SCJ shall be given access to and may cite CMI’s data in order to obtain its own product registrations for modified formulations of SCJ LICENSED PRODUCTS, as such modified formulations have been approved by SCJ pursuant to the terms of this Agreement, without the payment of any license or other fee to CMI. Each of CMI and SCJ understand that certain product registrations and government regulations may limit the sale or distribution of certain products to a specific channel of trade or customer type. The parties shall meet in good faith to develop a protocol for resolving any issues relative to sales of a particular product or formula to a particular channel of trade. Any disputes in this regard which the parties are unable to resolve on their own shall be resolved in accordance with the applicable dispute resolution procedures set forth in Section 31 hereof.

24.  RESERVATION OF RIGHTS.    All rights not specifically and expressly granted by SCJ to CMI herein are reserved by SCJ. SCJ expressly reserves the right to use the LICENSED BRANDS on or in connection with SCJ LICENSED PRODUCTS in the LICENSED CATEGORIES, without limitation of trade channel, in the AUTHORIZED TERRITORY (as defined in that certain Territorial License Agreement dated July 3, 1999, by and between CMI and SCJ).

25.  CONSTRUCTION, ENFORCEMENT, ASSIGNABILITY.

(a)  The parties hereto agree that this Agreement is limited in scope to the technical assistance, know-how, patent and trademark rights, and other information and technology relating to the products licensed hereunder and, with respect thereto, that this Agreement and the TECHNOLOGY AGREEMENT contain the entire understanding between the parties, and all previous agreements between SCJ and CMI relating to the matters contained herein in the premises (including but not limited to the Prior Agreements) are hereby superseded and replaced by this Agreement. It is understood and agreed between the parties that nothing in this Agreement shall limit the rights granted to CMI under the TECHNOLOGY AGREEMENT. This Agreement shall not affect in any way the respective rights of the parties to enter into other

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contracts or business transactions between them with respect to property, goods, services or industrial property rights outside the scope of this Agreement.

(b)  This Agreement, and the licenses granted hereunder by SCJ, are indivisible, non-severable and strictly personal to CMI. SCJ has entered into this Agreement on the terms and conditions set forth herein based on an expectation of personal performance by CMI and in reliance on the maintenance of control of CMI, directly or indirectly, by the EXEMPT PERSONS. As a result, the parties agree that, except with respect to the right to sublicense and use contract manufacturers as expressly permitted hereunder, CMI shall not, directly or indirectly including by operation of law, assign, delegate or otherwise transfer this Agreement, in whole or in part, or any rights, privileges, duties and obligations hereunder without the prior written consent of SCJ except as a result of or in connection with an event of the type described in Section 18(k) or Section 18(p) or otherwise as required by lenders or creditors under any MATERIAL INDEBTEDNESS. Any attempted assignment, delegation or transfer in violation of this Section shall be null and void and of no force or effect and shall give SCJ the right to terminate this Agreement immediately on written notice to CMI; provided, however, that upon the assignment, delegation or other transfer of this Agreement or any rights, duties or privileges hereunder by CMI to a third party as a result of or in connection with an event of the types described in Section 18(k) or Section 18(p) or otherwise as required by lenders or creditors under any MATERIAL INDEBTEDNESS, this Agreement shall thereafter be a CMI JD LICENSE; provided further that upon the occurrence of the foregoing as a TRIGGERING EVENT, this Agreement, or the CMI JD LICENSE portion of this Agreement that is in place at such time, shall thereafter be a THIRD PARTY JD LICENSE. CMI shall not have the right to use this Agreement, the LICENSED BRANDS, the HOUSE MARKS, the TRADE NAMES, the COMBINATION BRANDS or the LICENSED TECHNOLOGY as collateral or other security other than pursuant to any senior secured credit agreement pursuant to which CMI, NEWCO or any of their AFFILIATES grants a security interest in all or substantially all of their assets. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin without regard to Wisconsin’s conflict of laws provisions. The section titles used in this Agreement are for reference purposes only and are not intended to add to, or limit or in any other way, change the meaning of the language of the Agreement.

26.  NOTICES TO PARTIES.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows:

If to SCJ:

S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Attention: Assistant to the President

Facsimile: (414) 260-3687

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Copy to:

General Counsel

S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Facsimile: (414) 260-4253

If to CMI:

S.C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Attention: Vice President – Global Marketing

Facsimile: (414) 631-4149

Copy to:

General Counsel

S.C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Facsimile: (414) 631-4249

27.  WAIVER.    The failure of SCJ at any time to enforce any of the provisions of this Agreement or to exercise any right herein provided shall not be considered a waiver of such or any other provision or in any way affect the validity of this Agreement.

28.  SEVERABILITY.    It is hereby expressly agreed by both parties that no portion of this Agreement is intended to be in violation of any antitrust or other regulatory laws of the United States or of any other country which may at any time have jurisdiction over either party hereto or the Agreement itself. Should any portion of this Agreement constitute an agreement, combination, or conspiracy prohibited by any such law or be contrary to or in violation of any such law or be contrary to or in violation in any other manner of any such law, said portion shall be void and of no effect in the relevant jurisdiction(s). This Agreement shall be valid and remain in force in all other jurisdictions, and the remainder of this Agreement shall be valid and remain in force in the affected jurisdiction(s) notwithstanding the invalidity of such offending portion. Notwithstanding the foregoing, the parties agree that the rights granted under this Agreement, including, without limitation, pursuant to Sections 2, 3, 4 and 18(u) are non-severable and indivisible, and shall vest solely in CMI.

29.  COVENANT OF SECRECY.    During the term of this Agreement and thereafter, CMI shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning SCJ, including but not limited to LICENSED TECHNOLOGY, furnished to it by SCJ or its representatives pursuant to this Agreement or otherwise in the possession of CMI (“Confidential Information”), unless compelled to disclose such information by judicial or

44

administrative process or, in the opinion of counsel, by other requirements of law (in which case CMI shall promptly notify SCJ so that SCJ may seek a protective or other appropriate remedy); and CMI shall not release or disclose such Confidential Information to any other person (including, but not limited to, its AFFILIATES), except its sublicensees, contract manufacturers, packers, auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be bound by the provisions of this Section 29. For purposes of this Section 29, Confidential Information does not include information that is demonstrably developed independently by CMI or lawfully obtained from a third party without breach by any such third party of any confidentiality obligation to SCJ or information which is public except as a result of wrongful disclosure by CMI. CMI agrees that any breach of this Section 29 by CMI, its AFFILIATES or any of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers or packers shall cause irreparable injury to SCJ, that SCJ shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and, further, that CMI shall waive any requirement for the securing or posting of any bond in connection with any such remedy.

30.  REPURCHASE ON TERMINATION.

(a)  Upon termination of this Agreement in its entirety or in a sublicensed territory, SCJ at its option may purchase from CMI, and CMI agrees to sell to SCJ upon exercise of said option, any or all current inventories of raw materials and finished goods required for the performance of this Agreement or for performance of this Agreement in the sublicensed territory, as applicable, at CMI’s costs provided such inventories conform to the provisions of this Agreement, such option to be exercised by written notice within thirty (30) days after the effective date of termination. In the event SCJ chooses not to exercise such option, CMI shall have a period of ninety (90) days following the date of such termination in which to sell off its entire inventory of SCJ LICENSED PRODUCTS and products bearing a HOUSE MARK or, to the extent applicable, its inventory of SCJ LICENSED PRODUCTS and products bearing a HOUSE MARK in the sublicensed territory, unless such termination was the result of a CHANGE OF CONTROL, in which event CMI shall destroy its inventory immediately following such termination; provided, however, that the foregoing shall not apply to products bearing the JD HOUSE MARK or JD TRADE NAME which CMI has the right to sell pursuant to Section 18 if the Agreement becomes a CMI JD LICENSE or a THIRD PARTY JD LICENSE.

(b)  Upon termination of CMI’s license under the LICENSED BRANDS and LICENSED TECHNOLOGY in its entirety or in a sublicensed territory, including due to this Agreement becoming a CMI JD LICENSE or THIRD PARTY JD LICENSE, SCJ at its option may purchase from CMI, and CMI agrees to sell to SCJ upon exercise of said option, any or all current inventories of finished SCJ LICENSED PRODUCTS or, to the extent applicable, such inventories of SCJ LICENSED PRODUCTS in the sublicensed territory, at CMI’s cost provided such inventories conform to the provisions of this Agreement, such option to be exercised by written notice within thirty (30) days after the effective date of termination. In the event SCJ chooses not to exercise such option, CMI shall have a period of ninety (90) days following the date of such termination in which to sell off its entire inventory of SCJ LICENSED PRODUCTS

45

or, to the extent applicable, its inventory of SCJ LICENSED PRODUCTS in the sublicensed territory. In the event SCJ chooses to exercise such option, SCJ shall have the right to sell off the acquired inventory of SCJ LICENSED products and to utilize the COMMERCIAL MARKS for that purpose.

31.  DISPUTE RESOLUTION.

(a)  Any controversy or claim arising out of or relating to this Agreement and any modifications thereof, as well as any breaches thereof (a “Dispute”), shall first be referred to a representative for each company that has been designated as the overall point person for inter-business intellectual property matters who will clarify and attempt to resolve the Dispute to the mutual satisfaction of the parties.

(b)  In the event the Dispute is not able to be resolved by such person, the CEO of each party shall refer the Dispute to a senior representative of each such party that has no direct operational responsibility for the matter (for example, the appropriate Regional Director for each party.) The party representatives shall negotiate in good faith in an attempt to resolve the Dispute.

(c)  In the event the party representatives are unable to settle the Dispute through negotiation, then:

(i)  with respect to any Dispute concerning breach or default under the Agreement as a result of CMI’s or its sublicensee’s actions or inaction with respect to a LICENSED BRAND or SCJ LICENSED PRODUCT or the LICENSED TECHNOLOGY, or any Dispute concerning competition by CMI in connection with products sold outside the INDUSTRIAL CHANNELS OF TRADE and the CROSS-OVER CHANNELS OF TRADE, the dispute shall be referred to the Board of Directors of SCJ who will have ultimate authority to resolve the Dispute as it sees fit, and the parties agree to be bound by the final decision of the Board of Directors of SCJ and agree not to challenge such decision in court or before any other judicial or administrative body;

(ii)  with respect to any Dispute concerning breach or default under the Agreement as a result of CMI’s or its sublicensee’s actions or inaction with respect to the HOUSE MARKS or TRADE NAMES or any Dispute concerning whether or not CMI or any of its sublicensees engaged in CONDUCT DEEMED DETRIMENTAL, the Dispute shall be referred to the Board of Directors of SCJ who will have ultimate authority to resolve the Dispute as it sees fit, and the parties agree to be bound by the final decision of the Board of Directors of SCJ and agree not to challenge such decision in court or before any other judicial or administrative body; and

(d)  with respect to any other Dispute arising out of or relating to this Agreement, the Dispute shall be referred to the Chairman of SCJ who will have ultimate authority to resolve the Dispute as he sees fit, and the parties agree to be bound by the final

46

decision of the Chairman of SCJ and agree not to challenge such decision in court or before any other judicial or administrative body.

32.  SURVIVAL.  The rights and obligations of the parties under Sections 2(b), 2(c), 4(b), 5(b), 5(c), 5(g), 6(a), 6(b), 6(d), 6(e), 6(f), 8(c), 8(e), 9, 10(g), 11(c), 11(g), 14(b), 16(b), 16(c), 16(e), 17, 18(c), 18(d), 18(e), 18(f), 18(q), 18(r), 18(s), 18(t), 18(u), 19, 20, 21, 22, 25, 26, 29, 30, 31 and 32, as well as any other provision which by its terms extends beyond the termination hereof, shall survive the termination or expiration of this Agreement.

33.  NO STRICT CONSTRUCTION.  Each of SCJ and CMI confirm that they have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent and no rule of strict construction shall be applied against either party.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this Agreement as of the date given in the preamble of this Agreement.

S. C. JOHNSON & SON, INC.
By:	/s/    H. FISK JOHNSON
	H. Fisk Johnson Chairman

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    S. CURTIS JOHNSON
	S. Curtis Johnson Chairman

State of Wisconsin	)
County of	) ss.
United States of North America	)

Personally came before me, this              day of             , 2002,             ,             , and             ,             , of S. C. JOHNSON & SON, INC., whom I know to be the persons who executed the preceding document, and whom I know to be the              and the              of said corporation, and I certify that they executed the preceding document as said executives of the corporation, in accordance with the laws of the same.

Notary Public, State of Wisconsin

My commission                                  

State of New York	)
County of New York	) ss.
United States of North America	)

Personally came before me, this 3rd day of May, 2002, S. Curtis Johnson,                         , and                 ,                             , of S. C. JOHNSON COMMERCIAL MARKETS, INC., whom I know to be the persons who executed the preceding document, and whom I know to be the Chairman and the              of said corporation, and I certify that they executed the preceding document as said executives of the corporation, in accordance with the laws of the same.

/s/    YAHAYRA REYES       Notary Public, State of New York My commission                                                                            YAHAYRA REYES NOTARY PUBLIC, State of New York No:  01RE6068711 Qualified in Westchester County Commission Expires January 14, 2006

EX-10.10

Exhibit 10.10

EXECUTION COPY

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

AGREEMENT BETWEEN

S. C. JOHNSON & SON, INC.

AND

JOHNSON POLYMER, INC.

TABLE OF CONTENTS

Section		Page
1.	DEFINITIONS	2
2.	TRADEMARK LICENSE	6
3.	USE OF TRADE NAME BY POLYMER	8
4.	COVENANTS AND RESTRICTIONS REGARDING CHEMICAL MARKS	9
5.	OWNERSHIP OF CHEMICAL BRANDS	11
6.	LICENSED TRADE CHANNELS	12
7.	TRADEMARK AND PATENT INFRINGEMENT	13
8.	CONTRACT MANUFACTURE	13
9.	SUBLICENSES	15
10.	MONITORING SUBLICENSEES	16
11.	MANNER OF PRODUCTION	16
12.	MANNER OF ADVERTISING AND LABELING	16
13.	MATERIALS, EQUIPMENT AND PERSONNEL	17
14.	REPORTS, INSPECTION AND RECORDS	17
15.	DURATION AND TERMINATION	18
16.	RELATIONSHIP OF THE PARTIES	24
17.	LICENSED PRODUCT MATERIALS	25
18.	DISCLAIMER; INDEMNIFICATION; INSURANCE	25
19.	REGULATORY RECALL	26
20.	PRODUCT REGISTRATIONS	27
21.	RESERVATION OF RIGHTS	27
22.	CONSTRUCTION, ENFORCEMENT AND ASSIGNABILITY	28
23.	NOTICES TO PARTIES	29

-i-

24.	WAIVER	29
25.	SEVERABILITY	29
26.	COVENANT OF SECRECY	30
27.	REPURCHASE ON TERMINATION	30
28.	DISPUTE RESOLUTION	31
29.	SURVIVAL	32
30.	NO STRICT CONSTRUCTION	32

-ii-

SCHEDULES

Schedule 1(e)	COMBINATION BRANDS (Transitional Use)
Schedule 1(i)	List of JOHNSON Trademark and Service Mark Applications and Registrations by Country, Including Applicable Classes of Goods and Services
Schedule 1(k)	Licensed Brands
Schedule 1(l)	Licensed Categories
Schedule 1(o)	Categories for SCJ Competitor
Schedule 2(d)	Pre-Existing Third Party Agreements
Schedule 3(a)	Countries for Use of Trade Names
Schedule 4(a)	Approved Polymer Products and Formulas
Schedule 4(g)	POLYMER Design Marks
Schedule 8(a)-1	Pre-Approved Contract Manufacturers
Schedule 8(a)-2	Contract Manufacturing Agreement
Schedule 9(f)	Form of Sublicense Agreement

-iii-

AGREEMENT BETWEEN

S. C. JOHNSON & SON, INC.

AND

JOHNSON POLYMER, INC.

THIS AGREEMENT (the “Agreement”) effective as of the 3rd day of May, 2002, by and between S. C. JOHNSON & SON, INC. of Racine, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “SCJ”), and JOHNSON POLYMER, INC. of Sturtevant, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “POLYMER”).

WHEREAS, SCJ has been engaged for many years, initially itself and subsequently through various of its subsidiaries, in the development, manufacture and sale of a wide range of products, equipment and services (collectively “products”) for the chemical sales channels of trade, and is the owner of certain valuable trademark rights relating to such products, including certain corporate and trade names;

WHEREAS, SCJ and POLYMER, in its capacity as a former division of CMI, were parties to that certain License Agreement dated June 28, 1997 (the “1997 Agreement”), which was terminated effective July 3, 1999 and superseded in its entirety by that certain Agreement dated July 3, 1999, which was terminated effective November 9, 2001, and which in turn was superseded in its entirety by that certain Agreement dated November 9, 2001 (collectively with the 1997 Agreement, the “Prior Agreements”), which is hereby terminated as at the date hereof and which is hereby superseded in its entirety by this Agreement;

WHEREAS, following termination of the Prior Agreements, POLYMER desires a license from SCJ to use certain SCJ trademark rights in connection with the manufacture, distribution and sale of certain products in the CHEMICAL SALES CHANNELS OF TRADE (as defined herein);

WHEREAS, SCJ desires to maximize the value of its intellectual property rights in the CHEMICAL SALES CHANNELS OF TRADE and is, therefore, willing to grant such license to POLYMER; and

WHEREAS, POLYMER’s parent CMI intends to acquire the DIVERSEY TRADE MARK and the DIVERSEY TRADE NAME (each as defined herein) in connection with CMI’s acquisition of the DiverseyLever business; and, it is intended that one or more JD HOUSE MARKS and JD TRADE NAMES (each as defined herein) will be created solely for the use of CMI, POLYMER and their sublicensees (and not for use by SCJ except as a licensor), that SCJ will own such JD HOUSE MARKS and JD TRADE NAMES and that SCJ will license such JD HOUSE MARKS and JD TRADE NAMES to POLYMER pursuant to this Agreement; and, to the extent necessary to accomplish these objectives, CMI will license the DIVERSEY TRADE MARK and the DIVERSEY TRADE NAME to SCJ but only to the extent necessary to permit SCJ to register and license the JD TRADE MARK and the JD TRADE NAME to POLYMER pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.  DEFINITIONS.    As used in this Agreement, the terms:

a)  CHANGE OF CONTROL shall mean, with respect to POLYMER, the occurrence of any event or the existence of any circumstance as a result of which (or immediately after which) the EXEMPT PERSONS no longer have beneficial ownership, either directly or indirectly through SCJ, CMI, HOLDCO or NEWCO, of at least a majority of the then outstanding voting securities of POLYMER entitled to vote generally in the election of directors. Such voting securities do not include POLYMER Class B Stock or POLYMER Class C Stock. Notwithstanding the foregoing, following the occurrence of a TRIGGERING EVENT, the definition of CHANGE OF CONTROL in this Agreement shall automatically be amended in its entirety to mean, (i) if such TRIGGERING EVENT was a CHANGE OF CONTROL, with respect to the applicable entity or entities that underwent such CHANGE OF CONTROL, or (ii) if such TRIGGERING EVENT was an assignment, transfer or other delegation, with respect to the applicable assignee, transferee or delegatee, the occurrence of any event or the existence of any circumstance as a result of which (or immediately after which) the then-current direct or indirect majority shareholders of such entity or entities or of such assignee, transferee or delegatee, as the case may be, no longer has beneficial ownership, either directly or indirectly, of at least a majority of the then-outstanding voting securities of such entity or entities or of such assignee, transferee or delegatee, as the case may be, entitled to vote generally in the election of directors.

b)  CHEMICAL MARKS shall mean, collectively, the LICENSED BRANDS, the HOUSE MARK, the TRADE NAME and the COMBINATION BRANDS.

c)  CHEMICAL SALES CHANNELS OF TRADE shall mean sales of polymers, additives for polymer systems, intermediates or polymer formulations to commercial formulators, industrial converters or job shops.

d)  CMI shall mean S. C. Johnson Commercial Markets, Inc., a Delaware corporation.

e)  COMBINATION BRANDS shall mean those trademarks owned by SCJ which are listed on Schedule 1(e) (which schedule shall be updated by SCJ on a periodic basis throughout the term of this Agreement).

f)  CONDUCT DEEMED DETRIMENTAL shall mean actions by HOLDCO, NEWCO, CMI or POLYMER or its sublicensees which are deemed by the Board of Directors of SCJ to be detrimental to the best interests of SCJ or the goodwill of any HOUSE MARK and/or TRADE NAME.

g)  CONSUMER PRODUCTS shall mean products for residential use now or in the future which consumers can buy from, for example, food, drug, mass merchandise, hardware, retail, discount and wholesale points of sale.

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h)  HOLDCO shall mean Commercial Markets Holdco, Inc., a Delaware corporation.

i)  HOUSE MARK shall mean JOHNSON POLYMER, and the JD HOUSE MARK but only in those countries and in connection with those product and service classes specified on Schedule 1(i) (as updated from time to time for those additional countries and in those product and service classes for which SCJ has given its written consent) for the registrations and applications for registration and common law rights of the JOHNSON mark or the JD HOUSE MARK, as applicable.

j)  INITIAL PUBLIC OFFERING shall mean an initial public offering of POLYMER’s Common Stock or the Common Stock of POLYMER’S direct or indirect parent corporation pursuant to a registration statement filed with the Securities and Exchange Commission and declared effective under the Securities Act of 1933, as amended, that results in the stock being listed for trading on the NASDAQ National Market or other recognized securities exchange.

k)  LICENSED BRANDS shall mean those trademarks owned or controlled by SCJ which are listed on Schedule 1(k) (which schedule shall be updated by SCJ on a periodic basis throughout the term of this Agreement) but, as to each trademark, only in the country or countries set forth on the same line as each such trademark in Schedule 1(k).

l)  LICENSED CATEGORIES shall mean those generic product categories listed on Schedule 1(l).

m)  LICENSED PRODUCT MATERIALS shall mean product labels and packaging, advertising and promotional materials bearing the LICENSED BRANDS.

n)  POLYMER BRANDS shall mean those trademarks and service marks owned, controlled or used by POLYMER (other than CHEMICAL MARKS), including, but not limited to any such trademarks and service marks used by POLYMER under any license, agency or distribution agreement or arrangement.

o)  SCJ COMPETITOR shall mean any person or entity, from time to time, having market share within the top five in those product categories listed on Schedule 1(o) in any one or more of the top fifteen countries in which SCJ does business (as determined by sales volume).

p)  SCJ LICENSED PRODUCTS shall mean those specific products authorized by this Agreement for manufacturing, marketing and sale only in commercial sizes which bear one or more of the LICENSED BRANDS. The SCJ LICENSED PRODUCTS shall not bear any POLYMER BRANDS. The SCJ LICENSED PRODUCTS in the U.S., as of the date hereof, consist solely of those products sold by POLYMER under the LICENSED BRANDS as of the date of this Agreement. The SCJ LICENSED PRODUCTS shall further include those products authorized by SCJ in writing to be included on Schedule 1(p) during the term of this Agreement, along with

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any other SCJ products that are included in any sublicense granted by POLYMER to its subsidiaries and approved by SCJ pursuant to the terms of this Agreement.

q)  TECHNOLOGY AGREEMENT shall mean that certain Technology Disclosure and License Agreement, dated the same date hereof, between SCJ, CMI and POLYMER pursuant to which, inter alia, SCJ has granted POLYMER a license to continue to use all SCJ technology used as of July 3, 1999 by POLYMER in products sold by POLYMER under a POLYMER BRAND.

r)  TRADE NAME shall mean JOHNSON POLYMER and the JD TRADE NAME.

s)  AFFILIATE shall mean, with respect to POLYMER, SCJ, CMI, NEWCO and HOLDCO, any entity controlling or controlled by any such named person, where control means the power to direct the management and policies of a party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and with respect to any other third person it shall mean any entity controlling, controlled by, or under common control with such person. For the purposes of this Agreement, SCJ and its subsidiaries shall not be considered an AFFILIATE of POLYMER, CMI, NEWCO or HOLDCO or any of their subsidiaries.

t)  MATERIAL INDEBTEDNESS shall mean indebtedness of POLYMER, CMI, or NEWCO or one or more of their subsidiaries under any agreement or arrangement under which indebtedness of at least $25 Million is outstanding.

u)  SENIOR CREDIT AGREEMENT shall mean (i) the Note Indenture as referred to in the Purchase Agreement between CMI, NEWCO and/or HOLDCO (or any of their AFFILIATES) and UNILEVER (or any of its AFFILIATES) and (ii) one or more senior credit agreements pursuant to which POLYMER, CMI, NEWCO, HOLDCO, or any of their AFFILIATES grants a security interest (A) in any of the stock of POLYMER, CMI, NEWCO or HOLDCO, (B) in any real estate leases with SCJ pertaining to SCJ’s Waxdale facility in Mt. Pleasant, Wisconsin and/or the rights granted thereunder, (C) in this AGREEMENT and/or the rights granted hereunder, and/or (D) in the TECHNOLOGY AGREEMENT and/or any rights granted thereunder, including in all such cases any notes, guarantees, collateral and security documents (including mortgages, pledge agreements and other security arrangements), instruments and agreements executed in connection therewith, and, provided there is a continuing security interest in one or more of the assets or property rights described in Section 1(u)(ii) above, in each case as amended or refinanced from time to time, including any agreement or agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of borrowings outstanding or available to be borrowed thereunder) all or any portion of the obligations under such agreement, and any successor or replacement agreement or agreements with the same or any other agent or agents, creditor, lender or group of creditors or lenders. For the purpose of this definition, the grant of a security interest in a sublicense of this AGREEMENT or the TECHNOLOGY AGREEMENT by an AFFILIATE of POLYMER (as sublicensee) shall not be deemed to be the grant of a security interest within the scope of Section 1(u)(ii)(C) or (D) above.

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v)  UNILEVER shall mean UNILEVER PLC, a company established in the United Kingdom.

w)  NEWCO shall mean Johnson Professional Holdings, Inc., a Delaware corporation, the direct parent corporation of CMI, which is also a wholly owned subsidiary of HOLDCO.

x)  CLOSING shall mean the closing of the transactions contemplated by that certain Purchase Agreement dated as of November 20, 2001, as amended by the First Amendment dated February 11, 2002, the Second Amendment dated April 15, 2002 and the Third Amendment dated May 3, 2002, whereby CMI will acquire substantially all of the Diversey Lever business (the “ASSET PURCHASE AGREEMENT”.

y)  JD HOUSE MARK shall mean any mark created by POLYMER and approved in writing by SCJ using the mark “Johnson”, which is owned by SCJ, with the mark “DIVERSEY”, which is owned by CMI, in any combination or variation thereof that uses the complete name “JOHNSON”.

z)  JD TRADE NAME shall mean any trade name created by POLYMER and approved in writing by SCJ using the name “Johnson”, which is owned by SCJ, with the name “DIVERSEY”, which is owned by CMI, in any combination or variation thereof that uses the complete name “JOHNSON”.

aa)  TRIGGERING EVENT shall mean the first to occur of: (i) a CHANGE OF CONTROL of POLYMER, as set forth in Section 15(b) (which, for clarification, shall not include a transfer of an equity interest to a trustee in bankruptcy of HOLDCO, NEWCO, CMI or POLYMER, on a collective basis, to lenders and creditors or a collateral agent under a SENIOR CREDIT AGREEMENT that is secured by a security interest in all or substantially all assets of POLYMER, in each case, as a result of or in connection with an event of the type described in Section 15(k) or Section 15(o)) as a result of or in connection with an event of the types described in Section 15(k) or Section 15(o), (ii) a permanent conversion or exchange of debt to equity as part of a debt restructuring of HOLDCO, NEWCO, CMI or POLYMER as a result of or in connection with an event of the type described in Section 15(k) or Section 15(o) that constitutes or, but for the provisions of the parenthetical in the preceding clause (i), would constitute a CHANGE OF CONTROL of HOLDCO, NEWCO, CMI or POLYMER, or (iii) the assignment, delegation or other transfer of this Agreement or any rights, privileges, duties or obligations hereunder by POLYMER (which, for the sole purpose of defining a TRIGGERING EVENT, shall include a trustee for the benefit of creditors, a trustee in bankruptcy or debtor-in-possession of HOLDCO, NEWCO, CMI or POLYMER or, on a collective basis, lenders and creditors or a collateral agent under any MATERIAL INDEBTEDNESS or a SENIOR CREDIT AGREEMENT that in either case is secured by a security interest in all or substantially all assets of POLYMER) to a third party (which, for the sole purpose of defining a TRIGGERING EVENT, shall not include a trustee for the benefit of creditors, a trustee in bankruptcy or debtor-in-possession of HOLDCO, NEWCO, CMI or POLYMER or, on a collective basis, lenders and creditors or a collateral agent under any MATERIAL INDEBTEDNESS or a SENIOR CREDIT

5

AGREEMENT that in either case is secured by a security interest in all or substantially all assets of POLYMER) as a result of or in connection with an event of the types described in Section 15(k) or Section 15(o) or otherwise as required by lenders or creditors under any MATERIAL INDEBTEDNESS.

bb)  EXEMPT PERSON shall mean (1) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis; (2) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in (1) above; (3) a trust for the benefit of the spouse of an individual described in (1) above where such spouse has only a lifetime interest in the trust and has no power to dispose of the remainder of the trust other than a power to allocate or reallocate such remainder to or for the benefit of individuals described in (1) above; and (4) a corporation, partnership or limited liability company if a majority of the voting power and a majority of the value of the equity ownership of such corporation, partnership or limited liability company is owned by or for the benefit of one or more individuals or entities described in (1), (2) or (3) above. The determination of whether a trust is for the primary benefit of an individual, the individual’s spouse or descendants and whether a corporation, partnership or limited liability company is controlled by, or a majority of the equity is owned by, one or more individuals or entities shall be made by the Secretary of SCJ in his/her reasonable discretion.

cc)  POLYMER LICENSE shall mean a license to use only the HOUSE MARK and TRADE NAME for a period that is the lesser of (A) ten years from the CLOSING, or (B) the remainder of the initial term (as extended) provided for in Section 15(a), on the same terms and conditions as set forth in this Agreement, except (x) POLYMER shall be required to pay to SCJ a royalty equal to one percent of Net Sales of products sold under the HOUSE MARK or TRADE NAME by POLYMER and its sublicensees, provided that the maximum royalty payable for each contract year of the POLYMER LICENSE shall be [**] (in the event any contract year is less than twelve months, the [**] maximum shall be prorated), and (y) subject to Section 15(u), SCJ shall not have a right to terminate the POLYMER LICENSE prior to the expiration of its term.

dd)  THIRD PARTY LICENSE shall mean a license to use only the HOUSE MARK and TRADE NAME for a period that expires ten years from CLOSING on the same terms and conditions set forth in this Agreement, except (x) Section 15(o) shall be deleted, and (y) SCJ shall have the right to terminate the THIRD PARTY LICENSE in accordance with the provisions thereof including upon the occurrence of events of the type set forth in Sections 15(b), 15(e), 15(f), 15(g), 15(i), 15(j), 15(k), 15(n), or 22(b) of the Agreement and, following such termination, there shall not be any THIRD PARTY LICENSE or POLYMER LICENSE.

2.  TRADEMARK LICENSE.

a)  During the term of this Agreement, and subject to Section 22(b), SCJ hereby grants to POLYMER a nonassignable, exclusive, royalty-free license in the CHEMICAL SALES CHANNELS OF TRADE to use the LICENSED BRANDS on or

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in connection with (i) SCJ LICENSED PRODUCTS in the LICENSED CATEGORIES, and (ii) the products approved by SCJ pursuant to Section 4(a) and listed on Schedule 4(a) hereof.

b)  During the term of this Agreement, and subject to Section 22(b), SCJ further grants to POLYMER a nonassignable, exclusive, royalty-free license in the CHEMICAL SALES CHANNELS OF TRADE to use the HOUSE MARK, but only when used: (i) with POLYMER BRANDS, (ii) with LICENSED BRANDS (as licensed pursuant to Section 2(a) above), (iii) with COMBINATION BRANDS (as licensed pursuant to Section 2(c) below), or (iv) on promotional, advertising or other incidental materials (“INCIDENTAL MATERIALS”) used by POLYMER in the ordinary course of its business related to products bearing POLYMER BRANDS, LICENSED BRANDS or COMBINATION BRANDS, and only in those countries and in connection with those classes of products and services specified on Schedule 1(i) (as updated from time to time for those additional countries and those products and service classes for which SCJ has given its written consent) for the JOHNSON mark, or the JD HOUSE MARKS, as applicable.

c)  SCJ further grants to POLYMER, subject to Section 22(b), a personal, nonassignable, exclusive, royalty-free license in the CHEMICAL SALES CHANNELS OF TRADE to manufacture products bearing the COMBINATION BRANDS until June 30, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, and to sell-off the existing inventory of such products within twelve (12) months thereafter, but only in those countries and in connection with those classes of products and services specified in Schedule 1(e).

d)  It is understood and agreed between the parties that the scope of the license granted with respect to the HOUSE MARK pursuant to Section 2(b) is subject to those pre-existing third party agreements identified on Schedule 2(d), each of which have been previously provided to and reviewed by POLYMER.

e)  POLYMER shall not have a right or license to use “JOHNSON” as a house mark in any form that differs from the HOUSE MARK. It is further understood and agreed that POLYMER’s license to use the HOUSE MARK shall not include the right to use the Double Diamond symbol or any design elements similar to the Double Diamond symbol.

f)  Subject to SCJ’s right to decide not to maintain a trademark registration for a LICENSED BRAND pursuant to Section 7 or to terminate a LICENSED BRAND pursuant to Section 15(j), SCJ shall maintain the registrations for the LICENSED BRANDS which are listed on Schedule 1(k) during the term of this Agreement.

g)  Any proposed additions by POLYMER to those items included within the LICENSED BRANDS, LICENSED CATEGORIES, SCJ LICENSED PRODUCTS, HOUSE MARKS or TRADE NAMES shall be submitted to SCJ by written notice pursuant to Section 23 below. SCJ agrees to review the submission promptly. POLYMER’s proposed additions to those items included within the LICENSED

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BRANDS, LICENSED CATEGORIES, SCJ LICENSED PRODUCTS, HOUSE MARKS or TRADE NAMES will be subject to approval by SCJ in its sole discretion on a country-by-country basis.

3.  USE OF TRADE NAME BY POLYMER.

a)  During the term of this Agreement, and subject to Section 22(b), SCJ hereby grants to POLYMER a personal, nonassignable, exclusive, royalty-free license in the CHEMICAL SALES CHANNELS OF TRADE to use the TRADE NAMES as corporate names or as division identifiers in the U.S. and in those countries listed in Schedule 3(a) only. POLYMER shall not have any right or license to use “JOHNSON” in a corporate name or as a division identifier in any way or in any form that differs from the TRADE NAME. Except as otherwise expressly provided herein, it is further understood and agreed that POLYMER’s license to use the TRADE NAME shall not include a right to use the Double Diamond symbol or any design elements similar to the Double Diamond symbol.

b)  POLYMER agrees that it shall acquire no right, title, or interest other than as expressly granted in this Agreement in the TRADE NAME.

c)  In the event that any country or governmental entity shall nationalize or otherwise acquire any interest in POLYMER, all rights of POLYMER to use the TRADE NAME in such country shall terminate. Upon such termination, the right to use the TRADE NAME in such country shall thereupon immediately cease and revert to SCJ (subject to Section 15(t)), and the license granted in this Section 3 shall thereupon immediately terminate in such country, all without further action on the part of either POLYMER or SCJ.

d)  Notwithstanding anything in this Agreement to the contrary, POLYMER shall not have the right to use or permit others to use a TRADE NAME or HOUSE MARK to identify POLYMER as a participant in a joint venture or other strategic alliance or as having an ownership interest in a corporation, partnership or other entity (other than a controlled subsidiary of POLYMER or Johnson Polymer Corporation), without the prior written consent of SCJ, which consent may be withheld by SCJ in its sole discretion. In the event SCJ determines to grant such consent to POLYMER, POLYMER shall enter into an agreement with the applicable entity, in a form acceptable to SCJ, granting such entity the limited right to use a specified TRADE NAME or HOUSE MARK in accordance with the terms of such approved agreement solely to identify POLYMER’S participation or ownership interest therein. POLYMER acknowledges that SCJ shall not consent to POLYMER’s use of a TRADE NAME or HOUSE MARK to identify itself in connection with any entity that conducts business outside the CHEMICAL SALES CHANNELS OF TRADE. Nothing in this Section 3(d) shall alter SCJ’s right to terminate this Agreement pursuant to Section 15(h).

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4.  COVENANTS AND RESTRICTIONS REGARDING CHEMICAL MARKS.

a)  POLYMER shall make faithful, vigorous and diligent efforts to promote and enhance the goodwill of the CHEMICAL MARKS. POLYMER shall not have the right to grant any other party the right to use the CHEMICAL MARKS, except that POLYMER may grant sublicenses to its controlled subsidiaries (only for so long as such subsidiaries remain controlled by POLYMER) and, subject to written agreement with SCJ, to other companies in which POLYMER has an equity interest, in accordance with and subject to the terms and conditions of this Agreement. Except for those products and formulas approved in writing by SCJ and listed on Schedule 4(a), POLYMER shall not associate any LICENSED BRANDS or any simulations thereof with any goods other than the appropriate SCJ LICENSED PRODUCTS. The products and their corresponding formulas listed on Schedule 4(a) are deemed approved by SCJ, subject to Sections 18, 19 and 20 hereof.

b)  Subject to Section 15(t), POLYMER acknowledges SCJ’s exclusive ownership of all right, title and interest in and to the CHEMICAL MARKS, including any applications for registration and registrations thereof, and agrees that it will not at any time do, cause to be done or assist others in doing, any act or thing contesting or in any way intending to impair the CHEMICAL MARKS or SCJ’s exclusive ownership thereof.

c)  Subject to Section 15(t), it is agreed that POLYMER has not acquired and shall not acquire any rights of any character whatsoever in the CHEMICAL MARKS for itself; that all use by POLYMER of CHEMICAL MARKS shall inure to the benefit of SCJ; that, upon the request of SCJ, POLYMER shall at any time execute documents prepared by SCJ transferring or confirming the transfer to SCJ of all right, title, and interest in any CHEMICAL MARK resulting from use or registration thereof by POLYMER; and that POLYMER shall neither claim or exert any rights whatsoever to CHEMICAL MARKS or registrations therefor.

d)  POLYMER shall use the CHEMICAL MARKS in a manner consistent with this Agreement and in accordance with generally accepted proper trademark usage. POLYMER shall affix proper trademark notices for the CHEMICAL MARKS on all labels, packaging, advertisements and literature for SCJ LICENSED PRODUCTS and products sold under a HOUSE MARK, TRADE NAME or COMBINATION BRAND. All labels, packaging, advertisements and literature bearing one or more of the LICENSED BRANDS shall contain the following legend:

[Specific Trademarks] Used Under Authority from

S. C. JOHNSON & SON, INC., Racine, Wisconsin, U.S.A.

e)  By no later than June 30, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, POLYMER shall cease all manufacture of products sold under a POLYMER BRAND which incorporate graphics, trade dress, designs or labels similar to any product sold under a LICENSED BRAND (unless POLYMER can demonstrate to SCJ that such graphics, trade dress, designs or labels were used on

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products manufactured and distributed by POLYMER or any POLYMER AFFILIATE prior to their use by SCJ or any SCJ AFFILIATE and, in that case, POLYMER and its AFFILIATE may continue to use such elements on such products), and POLYMER shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products.

f)  POLYMER shall use a unique, original, distinctive letter style for the words JOHNSON POLYMER and JOHNSON DIVERSEY in the HOUSE MARK. The letter style selected shall not be similar to the unique, proprietary letter style SCJ uses for “JOHNSON” in its house mark and must be approved in writing in advance by SCJ.

g) POLYMER shall not use the letters “SC”, the Double Diamond Symbol or design elements similar to the Double Diamond Symbol in its HOUSE MARK and if POLYMER chooses to adopt a design element for its HOUSE MARK, such design element must be approved in writing in advance by SCJ, and thereafter attached hereto and incorporated herein as Schedule 4(g) (“POLYMER DESIGN MARK”), subject to the transitional period specified in Section 4(i). The parties agree that as between themselves, such POLYMER DESIGN MARK shall be owned by SCJ and shall be deemed to be one of the HOUSE MARKS.

h)  POLYMER shall not incorporate any geometric shapes within the “J” of “JOHNSON”.

i)  POLYMER was required to begin use of some of the SCJ-approved HOUSE MARKS and/or POLYMER DESIGN MARK no later than July 3, 1999. In connection with POLYMER’s transition to the use of such HOUSE MARKS and/or POLYMER DESIGN MARK, POLYMER shall cease manufacture of any SCJ LICENSED PRODUCTS that use the house marks previously licensed under the 1997 Agreement, including “SC” and/or the Double Diamond Symbol (including the use of “SC” and the Double Diamond symbol in the prior house mark) by no later than December 31, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, and shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products. POLYMER was required to cease, and POLYMER represents to SCJ that it has ceased manufacture of any products sold under POLYMER BRANDS or COMBINATION BRANDS that use such house marks previously licensed under the 1997 Agreement by December 31, 2001, subject to an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products. During either such transition period, POLYMER shall not use the house marks previously licensed under the 1997 Agreements, including “SC” and/or the Double Diamond symbol, in any manner or in connection with any products or services that are different than the uses made by POLYMER of such house marks on or before April 1, 1999.

j)  It is understood and agreed by POLYMER that POLYMER shall not have the right to use “JOHNSON” as part of a trade name, house mark, trademark or service mark in any way or in any form that does not comply with the limitations and restrictions set forth herein.

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k)  The trademark and service mark registrations, applications and common law rights with respect to the JOHNSON mark in those countries and for those classes of goods and services listed in Schedule 1(i), serve as the basis for the rights licensed by SCJ to POLYMER for the HOUSE MARK. SCJ shall arrange for filing in SCJ’s name and at POLYMER’s expense any new trademark and service mark applications requested by POLYMER or that SCJ otherwise determines to be necessary or desirable to protect the HOUSE MARK. If SCJ does not file any requested applications within a mutually agreed time period, then POLYMER may file in SCJ’s name and at POLYMER’s expense any such new trade mark and service mark applications for the HOUSE MARKS or the TRADE NAMES after first submitting copies of such applications to SCJ, provided that POLYMER shall not file any such applications if within fifteen (15) days of submission to SCJ it receives from SCJ a written good faith objection to the filing of the same.

l)  By no later than June 30, 2002 or the date of an INITIAL PUBLIC OFFERING, whichever occurs first, POLYMER shall cease manufacture of all products using a TRADE NAME or HOUSE MARK in combination with a POLYMER BRAND that use labels, graphics, trade dress and designs that are copies of or based on or similar to labels, graphics, trade dress or designs used by SCJ in connection with CONSUMER PRODUCTS (unless POLYMER can demonstrate to SCJ that such graphics, trade dress, designs or labels were used on products manufactured and distributed by POLYMER or any POLYMER AFFILIATE prior to their use by SCJ or any SCJ AFFILIATE and, in that case, POLYMER and its AFFILIATE may continue to use such elements on such products), and POLYMER shall have an additional twelve (12) month period in which to complete the sell-off of its remaining inventory of any such products.

m)  If, in connection with POLYMER’S phase-out of its use of the COMBINATION BRANDS as required pursuant to Section 2(c), POLYMER desires to obtain a registration of a substitute combination brand that incorporates a HOUSE MARK, POLYMER shall notify SCJ thereof and SCJ shall cooperate with POLYMER to obtain such registration in SCJ’s name. SCJ shall grant POLYMER a nonassignable, exclusive, royalty-free license thereof in the CHEMICAL SALES CHANNELS OF TRADE. POLYMER’S rights and obligations with respect to such substitute combination brands which incorporate a HOUSE MARK shall otherwise be consistent with its rights and obligations in connection with the HOUSE MARKS hereunder.

5.  OWNERSHIP OF CHEMICAL BRANDS.

a)  POLYMER acknowledges and agrees that all LICENSED BRANDS, HOUSE MARKS (subject to Section 15(t)), TRADE NAMES (subject to Section 15(t)) and COMBINATION BRANDS are owned or controlled exclusively by SCJ, and POLYMER covenants and agrees not to contest such ownership.

b)  Except as provided in Section 4(k), POLYMER shall not have the right to seek or obtain registrations of any LICENSED BRANDS, HOUSE MARKS, TRADE NAMES or COMBINATION BRANDS.

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c)  Breach by POLYMER or any sublicensee of any provision of this Section 5 shall constitute a material breach of this Agreement which shall be handled in accordance with the termination procedures set forth in Section 15(c), 15(d), 15(e) or 15(f), as applicable. SCJ shall also have the right to cause POLYMER or its sublicensee to assign any application or registration obtained in violation hereof to SCJ. Any such applications or registrations obtained in violation of this Section 5(c) shall be held by POLYMER in trust for SCJ until assignment to SCJ.

d)  POLYMER shall provide SCJ with all documents reasonably requested by SCJ to ensure that the rights to any such applications or registrations are held entirely by SCJ.

e)  The parties recognize that SCJ, by reason of its ownership or control of the LICENSED BRANDS, will benefit from the brand recognition and customer goodwill resulting from the promotion and sale of SCJ LICENSED PRODUCTS by POLYMER in accordance with the terms of this Agreement. The parties agree that any accretion of product-related intangible value attributed to POLYMER’s activities inheres in the SCJ LICENSED PRODUCTS and belongs at all times to SCJ as owner of the LICENSED BRANDS. Accordingly, the parties agree that no consideration shall be payable to POLYMER upon termination by SCJ of this Agreement in whole or in part, in accordance with the terms of this Agreement.

f)  SCJ hereby grants to POLYMER the right and option to purchase the LICENSED BRANDS at their fair market value, to be mutually determined and agreed by the parties. POLYMER may exercise this option by giving SCJ at least ninety (90) days advance written notice at any time between the effective date of this Agreement and July 3, 2002. Upon exercise of such option, this Agreement shall be amended as necessary to reflect POLYMER’s ownership of the LICENSED BRANDS. In the event that the parties are unable to agree on the fair market value of the LICENSED BRANDS within 30 days following the foregoing notification, the parties shall appoint an independent third party auditor from one of the “Big 5” accounting firms to assess the fair market value of such LICENSED BRANDS, whose assessment shall be final and binding upon both parties.

6.  LICENSED TRADE CHANNELS.

a)  If a dispute between SCJ and POLYMER concerning any CHEMICAL SALES CHANNEL OF TRADE cannot be resolved amicably between the parties, such dispute shall be resolved in accordance with the dispute resolution procedures set forth in Section 28 hereof.

b)  POLYMER agrees not to solicit, take or fulfill orders for SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND outside the CHEMICAL SALES CHANNELS OF TRADE, regardless of the means used for any such sale, including but not limited to sales made over the Internet. In the event that POLYMER or any sublicensee sells SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME or

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COMBINATION BRAND outside the CHEMICAL SALES CHANNELS OF TRADE, such event shall constitute a material breach of this Agreement which shall be handled in accordance with the termination procedures set forth in Section 15(c), 15(d), 15(e) or 15(f), as applicable.

7.  TRADEMARK AND PATENT INFRINGEMENT.    POLYMER shall promptly notify SCJ in writing of, and submit specimens of any instances of, actual or probable infringement known to POLYMER of the CHEMICAL MARKS. POLYMER shall likewise notify SCJ of any information or notice that the CHEMICAL MARKS infringe trademark rights of others. SCJ shall notify POLYMER of any lawsuit filed against SCJ by a third party alleging that the SCJ LICENSED PRODUCTS infringe patent rights of others or that the CHEMICAL MARKS infringe trademark rights of others. SCJ shall have the right to control, and bear the cost incurred in connection with the prosecution and defense of any infringement actions relating to the SCJ LICENSED PRODUCTS or CHEMICAL MARKS. Nonetheless, POLYMER shall have the right to participate in (at its own cost) and consult with SCJ in connection with such actions. SCJ shall give good faith consideration to any proposals or recommendations made by POLYMER regarding strategy or procedure in connection with prosecution or defense of any such infringement action. Any damage award against POLYMER or SCJ based on POLYMER’s infringement of a third party’s intellectual property rights shall be the sole responsibility of POLYMER. If SCJ decides, at its discretion, not to defend or continue to defend an infringement action relating to the SCJ LICENSED PRODUCTS or CHEMICAL MARKS, including without limitation any decision not to continue to maintain its trademark rights challenged by such suit, POLYMER shall have the right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense, including the right to maintain the applicable trademark registrations in the name of and on behalf of SCJ; provided, however, that nothing herein shall limit SCJ’s right to terminate any LICENSED BRAND from the license granted herein pursuant to Section 15(j). If SCJ decides, at its discretion, not to prosecute or continue the prosecution of an infringement action against a third party, POLYMER shall have the right to do so (unless SCJ has a reasonable objection thereto) at its sole cost and expense.

8.  CONTRACT MANUFACTURE.

a)  POLYMER may have SCJ LICENSED PRODUCTS manufactured for it by another party (subject to the prior written approval of SCJ and to the terms and conditions of this Agreement). POLYMER shall request SCJ’s approval to use a third party contract manufacturer or packer by submitting a written request to SCJ in accordance with the provisions of Section 23 below. Notwithstanding the foregoing, the third parties listed on Schedule 8(a)-1 have been pre-approved by SCJ to act as contract manufacturers and packers for POLYMER for those SCJ LICENSED PRODUCTS appearing next to their names on such schedule. Any approved contract manufacturer or packer may affix, on behalf of POLYMER, CHEMICAL MARKS to the pre-approved SCJ LICENSED PRODUCTS. Such other party shall not be obligated to obtain separate trademark licenses from SCJ with respect to products so manufactured on behalf of POLYMER. POLYMER shall enter into a written contract manufacturing agreement with such other party, which shall include, among other things, the provisions set forth in Schedule 8(a)-2 attached hereto. Except as set forth in Section 8(c) below, POLYMER shall have the right to determine which SCJ LICENSED PRODUCTS, if any, shall be

13

manufactured for it by other parties for distribution and sale by POLYMER in accordance with this Agreement.

b)  Notwithstanding the foregoing, in the event SCJ reasonably determines that one or more SCJ LICENSED PRODUCTS being manufactured or packaged for POLYMER by a contract manufacturer or packer are being diverted outside the CHEMICAL SALES CHANNELS OF TRADE in one or more countries, SCJ shall notify POLYMER thereof. POLYMER shall have sixty (60) days in which to ensure that any such diversion has ceased and to provide SCJ with satisfactory evidence thereof. If SCJ is satisfied that such diversion has ceased, the third party contract manufacturer or packer shall retain its approved status with respect to such SCJ LICENSED PRODUCT(S). If, on the other hand, SCJ is not satisfied that diversion of such SCJ LICENSED PRODUCT(S) has ceased in those countries, POLYMER shall be obligated to terminate that contract manufacturer’s or packer’s rights with respect to such SCJ LICENSED PRODUCT(S) and another approved contract manufacturer, as mutually agreed, shall supply such SCJ LICENSED PRODUCT(S) for sale in such countries.

c)  In the event an approved contract manufacturer or packer fails to meet the quality standards required under this Agreement, SCJ shall notify POLYMER and the contract manufacturer or packer of the specific deficiencies in writing. Unless the deficiencies constitute a material breach of this Agreement which shall be handled in accordance with the termination procedures set forth in Sections 15(c), 15(d), 15(e) or 15(f), as applicable, POLYMER and the contract manufacturer or packer shall have one hundred eighty (180) days to remedy the deficiencies and provide SCJ with a report on how such deficiencies have been remedied. If SCJ agrees that the remedial changes are adequate, the third party contract manufacturer or packer shall retain its approved status. If, on the other hand, SCJ determines that the remedial changes are inadequate, the third party contract manufacturer or packer shall lose its approved status and POLYMER shall no longer be able to use such third party contract manufacturer or packer to manufacture SCJ LICENSED PRODUCTS.

d)  POLYMER shall ensure that all contract manufacturers or packers (other than UNILEVER) for products that use a formula provided to such contract manufacturer or packer by POLYMER use only pre-approved ingredients, raw materials, packages and quality control standards and with respect to other products, POLYMER shall take commercially reasonable measures to require that such products meet specifications approved by POLYMER.

e)  All contract manufacturing agreements for SCJ LICENSED PRODUCTS shall terminate upon termination of this Agreement or termination of SCJ’s license under the LICENSED BRANDS, and POLYMER shall accordingly notify each contract manufacturer and packer of such termination.

f)  The parties acknowledge that SCJ is a direct third party beneficiary of any contract between POLYMER and its contract manufacturers and packers for SCJ LICENSED PRODUCTS. SCJ shall have the right, independent of POLYMER, to require performance by any contract manufacturer or packer of all terms and conditions

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of the contract manufacturing agreement with respect to SCJ LICENSED PRODUCTS and to bring all causes of action that result from breach of such terms and conditions by the contract manufacturer or packer.

9.  SUBLICENSES.

a)  POLYMER shall have the right to grant sublicenses of its rights under this Agreement to its controlled subsidiaries (only for so long as such subsidiaries remain controlled by POLYMER) and to other companies in which POLYMER has an equity interest approved by SCJ in writing as an amendment to this Agreement (such approval being granted only for so long as the shareholdings of such other companies remain the same as of the date of the approval). The following non-controlled companies (with their shareholdings as of the date hereof) are deemed approved by SCJ as of the date hereof: Johnson Polymer Corporation.

b)  POLYMER shall authorize each sublicensee to sell only in its licensed territory and shall prohibit sublicensees from soliciting sales outside its licensed territory.

c)  POLYMER hereby guarantees the proper performance of the terms and conditions of each such sublicense by its sublicensees.

d)  POLYMER shall give SCJ prompt written notice of the execution of any sublicense agreement and, at the same time, give SCJ a copy of the complete, signed agreement. POLYMER shall record such sublicenses at its own expense in those countries where doing so is necessary or desirable to protect the sublicensed trademark rights; provided, that in the event POLYMER does not do so, SCJ retains the right to record the sublicenses at POLYMER’S expense.

e)  POLYMER shall provide SCJ with a list of its current sublicensees (and the shareholdings of such sublicensees) on a regular basis and, in any event, at least once per calendar year during the term of this Agreement.

f)  With respect to any sublicensee of Polymer under this Agreement, within six (6) months of the CLOSING (or for a sublicensee being created after the CLOSING, six (6) months after the creation of such sublicensee), (i) Polymer shall enter into any sublicense agreements relating to CHEMICAL MARKS in the form attached hereto as Schedule 9(f) or (ii) submit to SCJ for approval a form of sublicense that as closely as possible conforms to the attached Schedule 9(f) while being consistent with local law.

g)  To the extent permitted by local law, each such sublicense shall be retroactively effective as of the date hereof. Any proposed modifications to the Schedule 9(f) form of sublicense agreement must be approved in advance by SCJ in writing. If SCJ does not review and approve or reject any amended sublicense agreement within a mutually agreed time period, then Polymer may enter into such sublicense after first submitting copies of such sublicense to SCJ, provided that Polymer shall not execute any such amended sublicense if within fifteen (15) days of submission to SCJ it receives from SCJ a written good faith objection to such amended sublicense.

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h)  The parties acknowledge that SCJ is a direct third party beneficiary of POLYMER’s sublicenses. SCJ shall have the right, independent of POLYMER, to require performance by any sublicensee of all terms and conditions of the sublicense agreement and to bring all causes of action that result from breach of those terms and conditions by the sublicensee.

10.  MONITORING SUBLICENSEES.    POLYMER shall, at its sole expense, monitor and control use of the CHEMICAL MARKS and the manufacture and sale of SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME and/or COMBINATION BRAND by its sublicensees and shall provide SCJ with any reports reasonably requested relating to its sublicensees. Any use of the CHEMICAL MARKS by a sublicensee not satisfactory under the standards of this Agreement, any failure of a sublicensee to maintain the quality of the SCJ LICENSED PRODUCTS or products bearing a HOUSE MARK, TRADE NAME and/or COMBINATION BRAND in accordance with the terms and conditions of this Agreement or any misuse or disclosure of confidential information in violation of the terms of this Agreement by a sublicensee shall constitute a material breach of this Agreement by POLYMER with respect to the sublicensed territory and shall be handled in accordance with the provisions of Section 15(d) or 15(f), as applicable.

11.  MANNER OF PRODUCTION.

a)  POLYMER shall manufacture, or have manufactured for it pursuant to Section 9 above, all present and future SCJ LICENSED PRODUCTS in accordance with standards approved by SCJ. The quality of all SCJ LICENSED PRODUCTS shall be as approved by SCJ. POLYMER shall send to SCJ for approval a representative specimen of any SCJ LICENSED PRODUCTS as SCJ may request.

b)  All present and future products manufactured by POLYMER, or to be manufactured for it pursuant to Section 9, and sold under a HOUSE MARK and/or TRADE NAME in combination with a POLYMER BRAND or a COMBINATION BRAND, shall be of a quality that is consistent with the quality of POLYMER BRAND products as of the date hereof. POLYMER shall send to SCJ representative specimens of any such product or products upon SCJ’s written request.

12.  MANNER OF ADVERTISING AND LABELING.

a)  Upon SCJ’s request, POLYMER and its subsidiaries shall submit all new LICENSED PRODUCT MATERIALS to SCJ for prior approval. If SCJ has not rejected a submission within thirty (30) days of receipt, such submission shall be deemed approved. POLYMER shall use LICENSED BRANDS and COMBINATION BRANDS in advertisements, labels, literature and the like in a manner consistent with past practice or as otherwise approved by SCJ.

b)  POLYMER shall not make any claims or representations with respect to SCJ LICENSED PRODUCTS other than claims and representations that are contained on such SCJ LICENSED PRODUCTS sold by SCJ or its AFFILIATES) without prior approval of SCJ. POLYMER shall discontinue any existing but unauthorized claims on

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SCJ LICENSED PRODUCTS by December 31, 2002, plus an additional twelve (12) month inventory sell-off period (except that POLYMER shall immediately cease using any such unauthorized product claims that violate applicable law) and, further, POLYMER shall be fully responsible for and shall indemnify SCJ against all damages, losses, demands and actions arising out of any such unauthorized product claims. Except as provided in the prior sentence, POLYMER shall not make any comparisons in its advertising materials or otherwise between POLYMER BRAND or COMBINATION BRAND products and SCJ LICENSED PRODUCTS or SCJ CONSUMER PRODUCTS.

13.  MATERIALS, EQUIPMENT AND PERSONNEL.    POLYMER agrees to bear the cost of all materials, labels, containers and other commodities used in the manufacture and sale of SCJ LICENSED PRODUCTS and products sold under a HOUSE MARK, TRADE NAME, POLYMER BRAND or COMBINATION BRAND and shall furnish all buildings, equipment and personnel including sales force, facilities for handling and merchandising such products, and accounting and other office personnel for the proper conduct of the business.

14.  REPORTS, INSPECTION AND RECORDS.

a)  SCJ shall have the right to examine at any time during regular business hours, through its employees or agents, all of POLYMER’s raw materials, manufacturing facilities, manufacturing procedures and SCJ LICENSED PRODUCTS, and products sold under a HOUSE MARK, TRADE NAME, POLYMER BRAND (other than those products that use only a POLYMER BRAND) or COMBINATION BRAND, in any stage of manufacture to make certain that POLYMER is attaining the standards required by this Agreement for SCJ LICENSED PRODUCTS and products sold under a HOUSE MARK, TRADE NAME, POLYMER BRAND (other than those products that use only a POLYMER BRAND) or COMBINATION BRAND. Inspection by SCJ of products and manufacturing facilities of POLYMER shall not relieve POLYMER of its product and warranty obligations. SCJ shall have the same rights of inspection and examination with respect to parties who manufacture such products for POLYMER.

b)  POLYMER and its sublicensees shall keep and maintain, and SCJ shall have the right to examine at any time during regular business hours through its employees or agents, all reports and records that relate to this Agreement including statistics, formulae, advertising materials and similar matters. POLYMER agrees that it will make such changes and improvements in its reports and records, as well as in manufacturing, advertising, labeling and sale of SCJ LICENSED PRODUCTS, as may be requested from time to time by SCJ.

c)  POLYMER agrees to submit written quarterly reports as to quality of the SCJ LICENSED PRODUCTS, along with any other regular reports as SCJ may request, in such form or forms as SCJ may from time to time prescribe.

d)  POLYMER shall furnish SCJ with a copy of its SENIOR CREDIT AGREEMENTS and any agreement relating to a MATERIAL INDEBTEDNESS within thirty (30) days following the CLOSING and thereafter throughout the term of this Agreement, POLYMER shall also furnish SCJ with copies of the quarterly (and any

17

other) compliance package provided to the banks or other creditors under any such SENIOR CREDIT AGREEMENTS or other agreements relating to a MATERIAL INDEBTEDNESS, including but not limited to quarterly financials, a compliance certificate and the schedule to the compliance certificate detailing compliance with the key covenants under any such agreement, when and as delivered to such agents or lenders. SCJ shall limit access to such information to its Chairman, Chief Financial Officer, Vice President-Corporate Treasurer, and General Counsel (or similar positions).

15.  DURATION AND TERMINATION.

a)  This Agreement shall commence on the effective date set forth in the first paragraph of this Agreement and continue in force for an initial term of eight (8) years from such effective date, or, if the CLOSING occurs on or before June 30, 2002, then for an initial term ending eight (8) years from the date of CLOSING. If the CLOSING has occurred on or before June 30, 2002, and SCJ has not terminated this Agreement, then the initial term shall be automatically extended at the end of the first year following CLOSING (“Extension Date”) for one additional year (i.e., to an initial term ending nine (9) years from the date of CLOSING), provided that SCJ has not given POLYMER notice of breach or default of or under any of the terms or conditions of this Agreement on or before the Extension Date that is not cured by POLYMER within thirty (30) days of being notified thereof by SCJ. If the CLOSING has occurred on or before June 30, 2002, and SCJ has not terminated this Agreement, then the initial term shall be further extended at the end of the second year following CLOSING (“Second Extension Date”) for one additional year (i.e., to an initial term ending ten (10) years from the date of CLOSING), provided that SCJ has not given POLYMER notice of breach or default of or under any of the terms or conditions of this Agreement on or before the Second Extension Date that is not cured by POLYMER within thirty (30) days of being notified thereof by SCJ. Thereafter, the term of this Agreement may be renewed by POLYMER for additional terms of two (2) years each, subject to SCJ’s prior written consent, which may be granted or withheld in SCJ’s sole discretion.

b)  In the event POLYMER undergoes a CHANGE OF CONTROL, this Agreement and the obligations of SCJ and the rights and privileges of POLYMER under this Agreement shall automatically terminate as of the effective date of the CHANGE OF CONTROL; provided, however, that upon the occurrence of the foregoing as a TRIGGERING EVENT, this Agreement shall thereafter be a THIRD PARTY LICENSE.

c)  If POLYMER is in material breach or default of or under any of the terms or conditions of this Agreement as a result of its actions or inaction with respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS (including but not limited to failure to comply with the provisions of Section 19 with respect to an SCJ LICENSED PRODUCT), SCJ may terminate POLYMER’s license under the LICENSED BRANDS by giving at least thirty (30) days’ written notice to POLYMER describing the breach or default that is the reason for termination of such license. POLYMER’s license under the LICENSED BRANDS shall terminate at the end of the notice period unless POLYMER cures or remedies the breach or default supporting termination to SCJ’s satisfaction within the notice period; provided, however, that any dispute between SCJ and

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POLYMER concerning any such alleged breach or default by POLYMER's sublicensee shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 28. Termination of POLYMER's and its sublicensee's license under the LICENSED BRANDS in the sublicensed territory in the event of uncured breach of this Agreement or the relevant sublicense agreement as a result of such sublicensee's actions or inaction with respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

d)  If a POLYMER sublicensee is in material breach or default of or under any of the terms or conditions of its sublicense agreement or this Agreement as a result of its actions or inaction with respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS, SCJ may terminate POLYMER’s and its sublicensee’s license under the LICENSED BRANDS in the sublicensed territory by giving at least thirty (30) days’ written notice to POLYMER describing the breach or default that is the reason for termination of such license in the sublicensed territory. POLYMER’s and its sublicensee’s license under the LICENSED BRANDS shall terminate with respect to such sublicensed territory at the end of the notice period unless POLYMER cures or remedies (or causes its sublicensee to cure or remedy) the breach or default supporting termination to SCJ’s satisfaction within the notice period; provided, however, that any dispute between SCJ and POLYMER concerning any such alleged breach or default by POLYMER’s sublicensee shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 28. Termination of POLYMER’s and its sublicensee’s license under the LICENSED BRANDS in the sublicensed territory in the event of uncured breach of this Agreement or the relevant sublicense agreement as a result of such sublicensee’s actions or inaction with respect to one or more LICENSED BRANDS or SCJ LICENSED PRODUCTS shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

e)  If POLYMER is in material breach or default of or under any of the terms or conditions of this Agreement as a result of its actions or inaction with respect to the HOUSE MARK, TRADE NAME or COMBINATION BRANDS (including but not limited to failure to comply with the provisions of Section 19 with respect to products sold under a HOUSE MARK, TRADE NAME or COMBINATION BRAND), SCJ may give at least thirty (30) days’ written notice to POLYMER describing the breach or default and unless POLYMER cures or remedies such breach or default to SCJ’s satisfaction within the notice period, this Agreement shall thereafter be a POLYMER LICENSE; provided, however, that any dispute between SCJ and POLYMER concerning any such alleged breach or default shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 28. Conversion of this Agreement into a POLYMER LICENSE in the event of uncured breach of this Agreement by POLYMER as a result of its actions or inaction with respect to the HOUSE MARK, TRADE NAME or COMBINATION BRANDS shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

f)  If a POLYMER sublicensee is in material breach or default of or under any of the terms or conditions of its sublicense agreement or this Agreement as a result of its actions or inaction with respect to the HOUSE MARK, TRADE NAME or

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COMBINATION BRANDS, SCJ may give at least thirty (30) days’ written notice to POLYMER describing the breach or default in such sublicensed territory and unless POLYMER cures or remedies (or causes its sublicensee to cure or remedy) such breach or default to SCJ’s satisfaction within the notice period, this Agreement shall thereafter be a POLYMER LICENSE in such sublicensed territory; provided, however, that any dispute between SCJ and POLYMER concerning any such alleged breach or default by POLYMER’s sublicensee shall be resolved in accordance with the applicable dispute resolution procedures set forth in Section 28. Conversion of this Agreement into a POLYMER LICENSE with respect to the sublicensed territory in the event of uncured breach of this Agreement or the relevant sublicense agreement as a result of such sublicensee’s actions or inaction with respect to the HOUSE MARK, TRADE NAME or COMBINATION BRANDS shall not preclude SCJ from seeking any other remedies available to it as a result of such uncured breach.

g)  Upon at least thirty (30) days’ written notice by SCJ to POLYMER for any CONDUCT DEEMED DETRIMENTAL, this Agreement shall thereafter be a POLYMER LICENSE; provided, however, that any dispute between SCJ and POLYMER concerning whether or not POLYMER or any of its sublicensees should be deemed to have engaged in CONDUCT DEEMED DETRIMENTAL shall be resolved in accordance with the applicable dispute resolution procedures set forth in Section 28.

h)  In the event POLYMER or any of its AFFILIATES promote, market, sell or distribute, directly or indirectly, including without limitation through a joint venture, co-marketing arrangement or other strategic alliance, outside the CHEMICAL SALES CHANNELS OF TRADE any product (including but not limited to CONSUMER PRODUCTS that do not bear any of the CHEMICAL MARKS) that competes with SCJ CONSUMER PRODUCTS, SCJ will have the right to terminate POLYMER’s license with respect to the LICENSED BRANDS and SCJ LICENSED PRODUCT(S) by giving at least thirty (30) days’ written notice to POLYMER; provided, however, that such license shall not terminate if all such promotion, marketing, sale and distribution outside the CHEMICAL SALES CHANNEL OF TRADE of such products ceases within such thirty (30) day notice period. Any dispute between SCJ and POLYMER concerning any such alleged competition shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 28.

i)  This Agreement shall become a POLYMER LICENSE immediately on written notice to POLYMER in the event that UNILEVER sells or otherwise transfers any or all of its ownership interest in CMI or NEWCO to a third party (other than HOLDCO, NEWCO or one of their AFFILIATES or a UNILEVER AFFILIATE) without the prior written consent of SCJ, other than as permitted under Section 8.13 of the Stockholder’s Agreement; provided, however, that in the event that UNILEVER attempts to sell or otherwise transfer all or substantially all of its ownership interest in CMI or NEWCO to a third party without the consent of SCJ, POLYMER shall have a period of ninety (90) days in which to prevent such transfer, failing which, this Agreement shall thereafter be a POLYMER LICENSE.

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j)  This Agreement shall become a POLYMER LICENSE immediately in the event HOLDCO, NEWCO, CMI, POLYMER or any of POLYMER’s sublicensees enters into a joint venture, co-marketing arrangement, or other strategic alliance with an SCJ COMPETITOR, or in the event ten percent (10%) or more of the voting shares or other issued and outstanding equity interests of POLYMER, CMI, HOLDCO, NEWCO or any sublicensee of POLYMER is acquired by an SCJ COMPETITOR, or if this Agreement is directly or indirectly, including by operation of law, assigned, assumed or in any way transferred to an SCJ COMPETITOR, whether as a result of a divestiture, restructuring, bankruptcy proceeding or otherwise.

k)  If POLYMER makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct POLYMER’s business or affairs, or if it is adjudged in any legal action to be either a voluntary or involuntary bankrupt, the obligations of SCJ and the rights and privileges of POLYMER under this Agreement shall be deemed to have become a POLYMER LICENSE immediately prior to such assignment, appointment of trustee or receiver or bankruptcy without SCJ giving any notice or taking any legal action; provided, however, that upon the occurrence of a TRIGGERING EVENT, this Agreement, or the POLYMER LICENSE portion of this Agreement that is in place at such time, shall thereafter be a THIRD PARTY LICENSE. This Section shall also apply to POLYMER’s sublicensees under this Agreement; provided, however, that this Agreement shall convert only with respect to the sublicensed territory of any sublicensee that falls within the provisions of this Section.

l)  SCJ shall have the right to terminate any LICENSED BRAND and/or SCJ LICENSED PRODUCT from the license granted herein in the event SCJ discontinues the sale of the product(s) bearing the LICENSED BRAND or the sale of the SCJ LICENSED PRODUCT(S). The termination with respect to any such LICENSED BRAND and/or SCJ LICENSED PRODUCT shall be on twelve (12) months’ prior written notice to POLYMER, at the end of which POLYMER shall stop all manufacturing, marketing and sale of the SCJ LICENSED PRODUCT and/or products using the terminated LICENSED BRAND. During the twelve (12) month notice period, POLYMER shall conduct its business in the ordinary manner with respect to the SCJ LICENSED PRODUCTS and LICENSED BRANDS.

m)  SCJ shall have the right to eliminate the HOUSE MARK from the license granted to POLYMER herein if POLYMER fails to use the HOUSE MARK for a period of one year or more and, in such event, all rights to the HOUSE MARK (subject to Section 15(t)) shall revert to SCJ. In the event POLYMER fails, for a period of ninety (90) days or more, to diligently and continuously use any of the LICENSED BRANDS in the ordinary course of its business consistent with POLYMER’s practice prior to the date hereof, SCJ shall have the right to eliminate such LICENSED BRAND from the license granted to POLYMER herein on thirty (30) days prior written notice to POLYMER.

n)  Prior to the spin-off of a subsidiary, POLYMER shall change the name of such subsidiary to a name that does not include “JOHNSON.” In the event POLYMER fails to do so, this Agreement shall thereafter automatically be a POLYMER LICENSE.

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o)  This Agreement shall be a POLYMER LICENSE at any time in the event that one or more of the following events has occurred and is continuing: (i) POLYMER, CMI, NEWCO or any subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any MATERIAL INDEBTEDNESS, when and as the same shall become due, subject to any applicable grace period and any waivers granted during the grace period by the applicable creditor; (ii) any event or condition occurs that results in any MATERIAL INDEBTEDNESS becoming due prior to its scheduled maturity; and (iii) any event or condition occurs that enables or permits (with or without the passage of time, the giving of notice or both, but subject to the applicable grace period and any waivers granted during the grace period by the applicable creditor) the agent or agents, creditor, lender or group of creditors or lenders under the SENIOR CREDIT AGREEMENT to cause the indebtedness outstanding thereunder to become due prior to its scheduled maturity; provided, however, that upon the occurrence of a TRIGGERING EVENT, this Agreement, or the POLYMER LICENSE portion of this Agreement that is in place at such time, shall thereafter be a THIRD PARTY LICENSE.

p)  Except as otherwise set forth in Section 15 hereof, upon termination of this Agreement:

i)  Except as otherwise permitted pursuant to Section 27 hereof, POLYMER shall cease all use of, and shall not thereafter adopt, use, register or otherwise claim or have rights in, any LICENSED BRANDS, HOUSE MARKS, TRADE NAMES, COMBINATION BRANDS and LICENSED PRODUCT MATERIALS, including use in advertising or promotion or on letterhead, business cards, invoices, etc., and, except as provided in Section 15(t), all rights granted to POLYMER pursuant to this Agreement shall revert to SCJ;

ii)  All sublicenses granted by POLYMER hereunder shall terminate and POLYMER shall notify its sublicensees of such termination immediately following receipt of notice of termination of this Agreement from SCJ;

iii)  POLYMER shall immediately notify and accordingly terminate all contract manufacturing agreements for SCJ LICENSED PRODUCTS;

iv)  POLYMER shall deliver to SCJ all customer lists for the sale of SCJ LICENSED PRODUCTS during the prior twelve (12) months;

v)  SCJ shall have the right to stop shipments of SCJ LICENSED PRODUCTS and products bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND by POLYMER and its subsidiaries;

vi)  POLYMER shall, and shall cause its subsidiaries to, promptly adopt trademarks for its products that are not similar to the LICENSED BRANDS and shall, and cause its subsidiaries to, adopt new house marks and trade names which do not use the name “JOHNSON” and are not similar to the HOUSE

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MARK or TRADE NAME (provided that the use of “DIVERSEY” alone shall not be deemed similar to any HOUSE MARK or TRADE NAME);

vii)  POLYMER shall, and shall cause its subsidiaries to, take all steps necessary to change its corporate name to a name that does not include “JOHNSON”, including a vote of the shareholders, making necessary filings, publications and notices and ceasing to identify itself with references to “JOHNSON”. POLYMER shall cause its subsidiaries to amend their corporate charters and/or vote for the name change. POLYMER shall cause its subsidiaries and all subsequent subsidiaries to take the necessary post-termination actions to accomplish the change(s) of name; and

viii)  POLYMER shall, and cause its subsidiaries to, cooperate in efforts to avoid consumer confusion as to source, sponsorship or association.

q)  Upon termination only of POLYMER’s license under the LICENSED BRANDS, including due to this Agreement becoming a POLYMER LICENSE or THIRD PARTY LICENSE:

i)  Except as otherwise permitted pursuant to Section 27 hereof, POLYMER shall cease all use of, and shall not thereafter adopt, use, register or otherwise claim or have rights in, any LICENSED BRANDS and LICENSED PRODUCT MATERIALS, including use in advertising or promotion or on letterhead, business cards, invoices, etc., and all rights granted to POLYMER with respect thereto pursuant to this Agreement shall revert to SCJ;

ii)  All sublicenses of the LICENSED BRANDS granted by POLYMER hereunder shall terminate and POLYMER shall notify its sublicensees of such termination immediately following receipt of notice of termination of its license of the LICENSED BRANDS from SCJ;

iii)  POLYMER shall immediately notify and accordingly terminate all contract manufacturing agreements for SCJ LICENSED PRODUCTS;

iv)  POLYMER shall deliver to SCJ all customer lists for the sale of SCJ LICENSED PRODUCTS during the prior twelve (12) months;

v)  SCJ shall have the right to stop shipments of SCJ LICENSED PRODUCTS by POLYMER and its subsidiaries;

vi)  POLYMER shall, and shall cause its subsidiaries to, promptly adopt trademarks for its products that are not similar to the LICENSED BRANDS;

vii)  POLYMER shall, and cause its subsidiaries to, cooperate in efforts to avoid consumer confusion as to source, sponsorship or association.

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r)  Upon termination of POLYMER’s and its sublicensee’s license under the LICENSED BRANDS in a sublicensed territory or this Agreement becoming a POLYMER LICENSE or THIRD PARTY LICENSE in a sublicensed territory, or termination of this Agreement with respect to a sublicensed territory, the provisions of Section 15(p) or Section 15(q), respectively, shall apply but only with respect to such sublicensed territory.

s)  POLYMER acknowledges and agrees that, except as permitted pursuant to Section 15 hereof, any continued use of the CHEMICAL MARKS following termination of this Agreement, or continued use of the LICENSED BRANDS following termination of POLYMER’s license thereunder, shall constitute infringement thereof and SCJ shall have the right to obtain temporary, preliminary and permanent injunctive relief against POLYMER’s and/or its sublicensees’ continued use thereof, in addition to all other remedies available to SCJ, and POLYMER shall be responsible for reimbursement to SCJ of all attorneys’ fees spent in enforcing its rights hereunder.

t)  SCJ agrees that it will not at any time do, cause to be done or assist others in doing, any act or thing contesting or in any way intending to impair CMI’s exclusive ownership of the DIVERSEY TRADE MARK and the DIVERSEY TRADE NAME. Notwithstanding anything contained herein including Sections 4(b), 5(a) and 27, except to the extent required to register the JD HOUSE MARK and license the JD HOUSE MARK and the JD TRADE NAME to POLYMER pursuant to this Agreement (i) SCJ shall have no rights in and shall not at any time, including after termination of all or any portion of this Agreement, own, use or license to any third party (including any SCJ AFFILIATE) the DIVERSEY TRADE NAME or the DIVERSEY TRADE MARK, and (ii) SCJ shall not use or license to any third party (including any SCJ AFFILIATE), at any time including after termination of all or any portion of this Agreement, any JD HOUSE MARK or any JD TRADE NAME.

u)  For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, upon the occurrence of any of the events described in Sections 15(e), 15(f), 15(g), 15(i), 15(j), 15(k), 15(n), 15(o) or 22(b) prior to the occurrence of a TRIGGERING EVENT, all aspects of this Agreement and the licenses granted herein to the extent they do not relate to the HOUSE MARK and TRADE NAME shall terminate and this Agreement shall thereafter be a POLYMER LICENSE, and, further, upon the occurrence of a TRIGGERING EVENT, this Agreement, or the POLYMER LICENSE portion of this Agreement that is in place at such time, shall become a THIRD PARTY LICENSE. For the avoidance of doubt, no circumstance or event that takes place on or prior to the occurrence of the TRIGGERING EVENT (including the TRIGGERING EVENT itself) shall give rise to a right for SCJ to terminate the THIRD PARTY LICENSE which was granted as a result of the TRIGGERING EVENT. SCJ shall at all times have the right to seek specific performance (including injunctive relief) and monetary damages for POLYMER or its sublicensee’s failure to comply with the terms of the POLYMER LICENSE.

16.  RELATIONSHIP OF THE PARTIES.    Notwithstanding any other provision of this contract, POLYMER shall not bind or obligate SCJ in transactions with others and shall be

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liable to SCJ for any damages to SCJ or its reputation arising out of any acts of POLYMER or its subsidiaries (including production and sale of defective products or misrepresentations concerning SCJ LICENSED PRODUCTS), nor shall anything herein be construed as authorizing POLYMER or its subsidiaries to conduct its business in the name of or for the account of SCJ. In addition, neither this Agreement nor the performance of its terms shall create or be deemed to create the relationship of principal-and-agent or partners or co-adventurers between POLYMER and SCJ.

17.  LICENSED PRODUCT MATERIALS.    POLYMER acknowledges the distinctiveness of and proprietary interest of SCJ in the LICENSED PRODUCT MATERIALS.

18.  DISCLAIMER; INDEMNIFICATION; INSURANCE.

a)  SCJ HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, REGARDING THIS AGREEMENT, THE CHEMICAL MARKS, THE SCJ LICENSED PRODUCTS AND THE LICENSE GRANTED HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND INCLUDING ANY INFORMATION OR DATA OF EITHER PARTY USED BY THE OTHER PARTY OR ITS SUBLICENSEES IN REGISTERING A PRODUCT IN ACCORDANCE WITH SECTION 20.

b)  Neither SCJ nor any of its subsidiaries will be responsible or liable with respect to any third party claims or lawsuits for damages to the extent attributable in any way to the manufacturing, storing, packaging, using, selling, advertising, distributing or transporting of products using the CHEMICAL MARKS by POLYMER, its sublicensees or anyone acting on behalf of POLYMER or its sublicensees, including but not limited to any of their contract manufacturers or packers, and POLYMER shall defend, indemnify and hold harmless SCJ, its subsidiaries, officers, directors, employees and agents from any loss, claim, damage, demand, payment, lawsuit, action, recovery, judgment, cost and expense of every nature and description brought or recovered against SCJ or expended by SCJ, including without limitation, the payment of reasonable attorneys’ fees and other litigation expenses and recall expenses, to the extent attributable in any way to the manufacturing, storing, packaging, using, selling, advertising, distributing or transporting of products using the CHEMICAL MARKS by POLYMER, its sublicensees or anyone acting on behalf of POLYMER or its sublicensees, including but not limited to any of their contract manufacturers or packers, or otherwise arising from the performance or non-performance by POLYMER (or its sublicensees or agents or representatives) of its obligations under this Agreement.

c)  Throughout the term of this Agreement, POLYMER shall hold general liability insurance in the amount of [**] per occurrence with SCJ as an additional insured.

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19.  REGULATORY RECALL.

a)  POLYMER shall promptly notify SCJ, and SCJ shall promptly notify POLYMER, if POLYMER or SCJ, as the case may be, reasonably determines at any time that any SCJ LICENSED PRODUCT or any product bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND (i) is or may be misbranded or adulterated, whether pursuant to the Federal Food, Drug and Cosmetic Act, the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”) or otherwise, (ii) otherwise is not or may not be in compliance with applicable federal, state, local or foreign laws or regulations, including registration and labeling requirements of the United States Environmental Protection Agency, the United States Food and Drug Administration or the United States Department of Agriculture or any similar state, local or foreign authorities, or (iii) otherwise poses a health or safety risk or could give rise to claim that the product is defective (in any such case, a “Designated Product”). In addition, each of POLYMER and SCJ shall promptly notify the other party in the event of any pending or threatened governmental or regulatory inquiry, investigation or action with respect to any SCJ LICENSED PRODUCT or any product bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND.

b)  POLYMER shall promptly notify SCJ of any claims, lawsuits, reports or allegations of adverse effects related to Designated Products which could give rise to a reporting obligation under federal and/or state laws, including but not limited to Section 6(a)(2) of FIFRA, Sections 15(b) and 37 of the Consumer Product Safety Act and Sections 8(c) and 8(e) of the Toxic Substances Control Act. POLYMER shall also give SCJ prompt notice of all product liability claims involving any SCJ LICENSED PRODUCT or any product bearing a HOUSE MARK, TRADE NAME or COMBINATION BRAND.

c)  POLYMER shall have, subject to prior consultation with SCJ (or, in the event of any Designated Product which was manufactured by SCJ, prior approval by SCJ), the right to take any action it reasonably determines to be appropriate with respect to a Designated Product, including but not limited to recalling, retrieving or withdrawing the Designated Product, making a public announcement with respect to the Designated Product or notifying any governmental or regulatory authority in connection therewith; [**]

d)  Notwithstanding the foregoing, if POLYMER elects not to recall, retrieve or withdraw the Designated Product or to notify any governmental or regulatory authority, and SCJ continues to have a reasonable and good faith belief that [**]

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In the event of such a [**], POLYMER shall promptly take appropriate steps to effect a recall, retrieval or withdrawal of such Designated Product in the manner contemplated by the [**]. The costs and expense of any recall, retrieval or withdrawal shall be paid by POLYMER.

e)  SCJ shall cooperate in good faith with POLYMER in connection with any recall, retrieval or withdrawal of a Designated Product. Except as provided in the preceding paragraph, each of POLYMER and SCJ shall pay its own costs and expenses incurred in connection with taking any actions with respect to Designated Product pursuant to this Section 19; provided that payment of such costs and expenses by either such party shall not be deemed to prejudice or otherwise affect SCJ’s indemnification rights under Section 18 hereof.

20.  PRODUCT REGISTRATIONS.    POLYMER is responsible for obtaining and maintaining any federal or state product registrations required for POLYMER to sell or permit its sublicensees to sell products, including without limitation, SCJ LICENSED PRODUCTS, covered by U.S., state and foreign government registrations (e.g., products registered with the US Environmental Protection Agency and similar state and foreign agencies). Upon POLYMER’s request, SCJ agrees that POLYMER and its sublicensees shall be given access to and may cite SCJ’s data in order to obtain their own product registrations for SCJ LICENSED PRODUCTS without the payment of any license or other fee to SCJ. Upon SCJ’s request, POLYMER agrees that SCJ shall be given access to and may cite POLYMER’s data in order to obtain its own product registrations for modified formulations of SCJ LICENSED PRODUCTS, as such modified formulations have been approved by SCJ pursuant to the terms of this Agreement, without the payment of any license or other fee to POLYMER. Each of POLYMER and SCJ understand that certain product registrations and government regulations may limit the sale or distribution of certain products to a specific channel of trade or customer type. The parties shall meet in good faith to develop a protocol for resolving any issues relative to sales of a particular product or formula to a particular channel of trade. Any disputes in this regard which the parties are unable to resolve on their own shall be resolved in accordance with the applicable dispute resolution procedures set forth in Section 28 hereof.

21.  RESERVATION OF RIGHTS.    All rights not specifically and expressly granted by SCJ to POLYMER herein are reserved by SCJ.

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22.  CONSTRUCTION, ENFORCEMENT AND ASSIGNABILITY.

a)  The parties hereto agree that this Agreement is limited in scope to the trademark rights licensed hereunder and that this Agreement and the TECHNOLOGY AGREEMENT contain the entire understanding between the parties, and all previous agreements between SCJ and POLYMER relating to the matters contained herein in the premises (including but not limited to the Prior Agreements) are hereby superseded and replaced by this Agreement. It is understood and agreed between the parties that nothing in this Agreement shall limit the rights granted to POLYMER under the TECHNOLOGY AGREEMENT. This Agreement shall not affect in any way the respective rights of the parties to enter into other contracts or business transactions between them with respect to property, goods, services or industrial property rights outside the scope of this Agreement.

(b)  This Agreement, and the licenses granted hereunder by SCJ, are indivisible, non-severable and strictly personal to POLYMER . SCJ has entered into this Agreement on the terms and conditions set forth herein based on an expectation of personal performance by POLYMER and in reliance on the maintenance of control of POLYMER, directly or indirectly, by the EXEMPT PERSONS. As a result, the parties agree that, except with respect to the right to sublicense and use contract manufacturers as expressly permitted hereunder, POLYMER shall not, directly or indirectly including by operation of law, assign, delegate or otherwise transfer this Agreement, in whole or in part, or any rights, privileges, duties and obligations hereunder without the prior written consent of SCJ except to any POLYMER successor limited liability company pursuant to Wisconsin statutes Section 180.1161 or except as a result of or in connection with an event of the type described in Section 15(k) or Section 15(o) or otherwise as required by lenders or creditors under any MATERIAL INDEBTEDNESS. Any attempted assignment, delegation or transfer in violation of this Section shall be null and void and of no force or effect and shall give SCJ the right to terminate this Agreement immediately on written notice to POLYMER; provided, however, that upon the assignment, delegation or other transfer of this Agreement or any rights, duties or privileges hereunder by POLYMER to a third party as a result of or in connection with an event of the types described in Section 15(k) or Section 15(o) or otherwise as required by lenders or creditors under any MATERIAL INDEBTEDNESS, this Agreement shall thereafter be a POLYMER LICENSE; provided, further, that upon the occurrence of the foregoing as a TRIGGERING EVENT, this Agreement, or the POLYMER LICENSE portion of this Agreement that is in place at such time, shall thereafter be a THIRD PARTY LICENSE. POLYMER shall not have the right to use this Agreement, the LICENSED BRANDS, the HOUSE MARK, the TRADE NAME or the COMBINATION BRANDS as collateral or other security other than pursuant to any senior secured credit agreement pursuant to which POLYMER or any of its AFFILIATES grants a security interest in all or substantially all of its assets. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin without regard to Wisconsin’s conflict of laws provisions. The section titles used in this Agreement are for reference purposes only and are not intended to add to, or limit or in any other way, change the meaning of the language of the Agreement.

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23.  NOTICES TO PARTIES.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows:

If to SCJ:

S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Attention: Assistant to the President

Facsimile: (414) 260-3687

Copy to:

General Counsel

S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Facsimile: (414) 260-4235

If to POLYMER:

Johnson Polymer, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Attention: Vice President — Global Marketing

Facsimile: (414) 631-4149

Copy to:

General Counsel

S.C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Facsimile: (414) 631-4249

24.  WAIVER.    The failure of SCJ at any time to enforce any of the provisions of this Agreement or to exercise any right herein provided shall not be considered a waiver of such or any other provision or in any way affect the validity of this Agreement.

25.  SEVERABILITY.    It is hereby expressly agreed by both parties that no portion of this Agreement is intended to be in violation of any antitrust or other regulatory laws of the United States or of any other country which may at any time have jurisdiction over either party hereto or the Agreement itself. Should any portion of this Agreement constitute an agreement,

29

combination, or conspiracy prohibited by any such law or be contrary to or in violation of any such law or be contrary to or in violation in any other manner of any such law, said portion shall be void and of no effect in the relevant jurisdiction(s). This Agreement shall be valid and remain in force in all other jurisdictions, and the remainder of this Agreement shall be valid and remain in force in the affected jurisdiction(s) notwithstanding the invalidity of such offending portion. Notwithstanding the foregoing, the parties agree that the rights granted under this Agreement, including, without limitation, pursuant to Sections 2, 3 and 15(t), are non-severable and indivisible, and shall vest solely in POLYMER.

26.  COVENANT OF SECRECY.    During the term of this Agreement and thereafter, POLYMER shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning SCJ furnished to it by SCJ or its representatives pursuant to this Agreement or otherwise in the possession of POLYMER (“Confidential Information”), unless compelled to disclose such information by judicial or administrative process or, in the opinion of counsel, by other requirements of law (in which case POLYMER shall promptly notify SCJ so that SCJ may seek a protective or other appropriate remedy); and POLYMER shall not release or disclose such Confidential Information to any other person (including but not limited to its AFFILIATES), except its sublicensees, contract manufacturers, packers, auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be bound by the provisions of this Section 26. For purposes of this Section 26, Confidential Information does not include information that is demonstrably developed independently by POLYMER or lawfully obtained from a third party without breach by any such third party of any confidentiality obligation to SCJ or information which is public except as a result of wrongful disclosure by POLYMER. POLYMER agrees that any breach of this Section 26 by POLYMER, its AFFILIATES, or any of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers or packers shall cause irreparable injury to SCJ, that SCJ shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and, further, that POLYMER shall waive any requirement for the securing or posting of any bond in connection with any such remedy.

27.  REPURCHASE ON TERMINATION.

a)  Upon termination of this Agreement in its entirety or in a sublicensed territory, SCJ at its option may purchase from POLYMER, and POLYMER agrees to sell to SCJ upon exercise of said option, any or all current inventories of raw materials and finished goods required for the performance of this Agreement or for performance of this Agreement in the sublicensed territory, as applicable, at POLYMER’s costs provided such inventories conform to the provisions of this Agreement, such option to be exercised by written notice within thirty (30) days after the effective date of termination. In the event SCJ chooses not to exercise such option, POLYMER shall have a period of ninety (90) days following the date of such termination in which to sell off its entire inventory of SCJ LICENSED PRODUCTS and products bearing a HOUSE MARK or, to the extent applicable, its inventory of SCJ LICENSED PRODUCTS and products bearing a HOUSE MARK in the sublicensed territory, unless such termination was the result of a CHANGE OF CONTROL, in which event POLYMER shall destroy its inventory immediately following such termination; provided, however, that the foregoing shall not apply to products bearing a HOUSE MARK or TRADE NAME which POLYMER has

30

the right to sell pursuant to Section 15 if the Agreement becomes a POLYMER LICENSE or THIRD PARTY LICENSE.

b)  Upon termination of POLYMER’s license under the LICENSED BRANDS in its entirety or in a sublicensed territory, including due to this Agreement becoming a POLYMER LICENSE or THIRD PARTY LICENSE, SCJ at its option may purchase from POLYMER, and POLYMER agrees to sell to SCJ upon exercise of said option, any or all current inventories of finished SCJ LICENSED PRODUCTS or, to the extent applicable, such inventories of SCJ LICENSED PRODUCTS in the sublicensed territory, at POLYMER’s cost provided such inventories conform to the provisions of this Agreement, such option to be exercised by written notice within thirty (30) days after the effective date of termination. In the event SCJ chooses not to exercise such option, POLYMER shall have a period of ninety (90) days following the date of such termination in which to sell off its entire inventory of SCJ LICENSED PRODUCTS or, to the extent applicable, its inventory of SCJ LICENSED PRODUCTS in the sublicensed territory. In the event SCJ chooses to exercise such option, SCJ shall have the right to sell off the acquired inventory of SCJ LICENSED products and to utilize the CHEMICAL MARKS for that purpose.

28.  DISPUTE RESOLUTION.

a)  Any controversy or claim arising out of or relating to this Agreement and any modifications thereof, as well as any breaches thereof (a “Dispute”), shall first be referred to a representative for each company that has been designated as the overall point person for inter-business intellectual property matters who will clarify and attempt to resolve the Dispute to the mutual satisfaction of the parties.

b)  In the event the Dispute is not able to be resolved by such person, the CEO of each party shall refer the Dispute to a senior representative of each such party that has no direct operational responsibility for the matter (for example, the appropriate Regional Director for each party.) The party representatives shall negotiate in good faith in an attempt to resolve the Dispute.

c)  In the event the party representatives are unable to settle the Dispute through negotiation, then:

i)  with respect to any Dispute concerning breach or default under the Agreement as a result of POLYMER’s or its sublicensee’s actions or inaction with respect to a LICENSED BRAND or SCJ LICENSED PRODUCT or any Dispute concerning competition by POLYMER in connection with products sold outside the CHEMICAL SALES CHANNELS OF TRADE, the dispute shall be referred to the Board of Directors of SCJ who will have ultimate authority to resolve the Dispute as it sees fit, and the parties agree to be bound by the final decision of the Board of Directors of SCJ and agree not to challenge such decision in court or before any other judicial or administrative body;

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ii)  with respect to any Dispute concerning breach or default under the Agreement as a result of POLYMER’s or its sublicensee’s actions or inaction with respect to the HOUSE MARKS or TRADE NAMES or any Dispute concerning whether or not POLYMER or any of its sublicensees engaged in CONDUCT DEEMED DETRIMENTAL, the Dispute shall be referred to the Board of Directors of SCJ who will have ultimate authority to resolve the Dispute as it sees fit, and the parties agree to be bound by the final decision of the Board of Directors of SCJ and agree not to challenge such decision in court or before any other judicial or administrative body; and

iii)  with respect to any other Dispute arising out of or relating to this Agreement, the Dispute shall be referred to the Chairman of SCJ who will have ultimate authority to resolve the Dispute as he sees fit, and the parties agree to be bound by the final decision of the Chairman of SCJ and agree not to challenge such decision in court or before any other judicial or administrative body.

29.  SURVIVAL.    The rights and obligations of the parties under Sections 3(b), 4(b), 4(c), 4(g), 5(a), 5(b), 5(c), 5(d), 7, 8(f), 9(c), 9(g), 12(b), 14(b), 15(c), 15(d), 15(e), 15(f), 15(p), 15(q), 15(r), 15(s), 16, 17, 18, 19, 22, 23, 26, 27 and 28, as well as any other provision which by its terms extends beyond the termination hereof, shall survive the termination or expiration of this Agreement.

30.  NO STRICT CONSTRUCTION.    Each of SCJ and POLYMER confirm that they have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent and no rule of strict construction shall be applied against either party.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this Agreement as of the date given in the preamble of this Agreement.

S. C. JOHNSON & SON, INC.
By:	/s/    H. FISK JOHNSON
	H. Fisk Johnson Chairman

JOHNSON POLYMER, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior Vice President and Chief Financial Officer

State of	)
County of	) ss.
United States of North America	)

Personally came before me, this              day of             , 2002,             ,             , and             ,             , of S. C. JOHNSON & SON, INC., whom I know to be the persons who executed the preceding document, and whom I know to be the              and the              of said corporation, and I certify that they executed the preceding document as said executives of the corporation, in accordance with the laws of the same.

Notary Public, State of                                                        

My commission

State of New York	)
County of New York	) ss.
United States of North America	)

Personally came before me, this 3rd day of May, 2002, Michael J. Bailey,                                                  , and                                  ,                                      , of JOHNSON POLYMER, INC., whom I know to be the persons who executed the preceding document, and whom I know to be the Senior Vice President and the Chief Financial Officer of said corporation, and I certify that they executed the preceding document as said executives of the corporation, in accordance with the laws of the same.

/s/     YAHAYRA REYES	YAHAYRA REYES NOTARY PUBLIC, State of New York No: 01RE6068711 Qualified in Westchester County Commission Expires January 14, 2006
Notary Public, State of New York My commission

EX-10.11

Exhibit 10.11

EXECUTION COPY

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

TECHNOLOGY DISCLOSURE AND LICENSE AGREEMENT BETWEEN

S. C. JOHNSON & SON, INC.,

S.C. JOHNSON COMMERCIAL MARKETS, INC.

AND

JOHNSON POLYMER, INC.

TABLE OF CONTENTS

Section		Page
1.	DEFINITIONS	1
2.	TECHNOLOGY DISCLOSURE	8
3.	TECHNOLOGY LICENSES	12
4.	SUBLICENSES	16
5.	DURATION AND TERMINATION	17
6.	PRODUCT REGISTRATIONS	20
7.	RELATIONSHIP OF THE PARTIES	20
8.	DISCLAIMER; INDEMNIFICATION; INSURANCE	20
9.	RESERVATION OF RIGHTS	21
10.	CONSTRUCTION, ENFORCEMENT AND ASSIGNABILITY	21
11.	NOTICES TO PARTIES	21
12.	WAIVER	22
13.	SEVERABILITY	22
14.	COVENANT OF SECRECY	23
15.	DISPUTE RESOLUTION	23
16.	SUBSIDIARIES AND AFFILIATES	24

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SCHEDULES

Schedule 1(d)	CMI BRANDS
Schedule 1(j)(ii)	Outlets and Points of Sale Included In CROSS-OVER CHANNELS OF TRADE for products other than UNILEVER PRODUCTS or DIVERSEY PRODUCTS
Schedule 1(j)(iii)	Outlets and Points of Sale Included In CROSS-OVER CHANNELS OF TRADE for UNILEVER PRODUCTS
Schedule 1(j)(iv)	Outlets and Points of Sale Included in CROSS-OVER CHANNELS OF TRADE for DIVERSEY PRODUCTS
Schedule 1(v)	Product Categories
Schedule 1(gg)	JD HOUSE MARK
Schedule 3(i) Part I	Unilever Products
Schedule 3(i) Part II	Restricted Unilever Products

ii

TECHNOLOGY DISCLOSURE AND LICENSE AGREEMENT

BETWEEN

S. C. JOHNSON & SON, INC.,

S. C. JOHNSON COMMERCIAL MARKETS, INC.

AND

JOHNSON POLYMER, INC.

THIS AGREEMENT (the “Agreement”), effective as of the 3rd day of May, 2002, is by and between S. C. JOHNSON & SON, INC. of Racine, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “SCJ”), S. C. JOHNSON COMMERCIAL MARKETS, INC. of Sturtevant, Wisconsin, United States of America, a Delaware corporation (hereinafter called “CMI”), and JOHNSON POLYMER, INC. of Sturtevant, Wisconsin, United States of America, a Wisconsin corporation (hereinafter called “POLYMER”).

WHEREAS, SCJ, CMI and POLYMER are parties to that certain Technology Disclosure and License Agreement dated July 3, 1999, which was terminated effective November 9, 2001 and superseded in its entirety by that certain Technology Disclosure and License Agreement dated November 9, 2001 (collectively, the “Prior Agreements”), which is hereby terminated effective as of the date hereof and is hereby superseded in its entirety by this Agreement;

WHEREAS, SCJ, CMI and POLYMER each agree to grant the other parties hereto, pursuant to the terms and conditions of this Agreement, an ongoing right to continue to use the technology that such other parties are currently using in connection with products sold by such other parties under their own brand names and in such other parties’ own channels of trade; and

WHEREAS, SCJ, CMI and POLYMER desire to disclose and make available to each other those new technologies that each such party develops, acquires, or licenses from a third party and, to that end, desire to set forth a set of principles pursuant to which such practice shall continue;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.   DEFINITIONS.    As used in this Agreement, the terms:

(a)  CHANGE OF CONTROL shall mean, with respect to HOLDCO, NEWCO, CMI or POLYMER, as applicable, the occurrence of any event or the existence of any circumstance as a result of which (or immediately after which) the EXEMPT PERSONS no longer have beneficial ownership, either directly or indirectly through SCJ, CMI, NEWCO or HOLDCO, of at least a majority of the then outstanding voting securities of HOLDCO, NEWCO, CMI or POLYMER, as applicable, entitled to vote generally in the election of directors. Such voting securities do not include HOLDCO Class B Stock or HOLDCO Class C Stock.

(b)  CHEMICAL SALES CHANNELS OF TRADE shall mean sales of polymers, additives for polymer systems, intermediates, or polymer formulations to commercial formulators, industrial converters or job shops.

(c)  CMI BRANDED PRODUCTS shall mean products sold by CMI which are labeled with a CMI BRAND, either alone or in combination with a CMI HOUSE MARK.

(d)  CMI BRANDS shall mean those trademarks and service marks owned, controlled or used by CMI (other than COMMERCIAL MARKS (as defined in the SCJ-CMI LICENSE AGREEMENT)), including but not limited to any such trademarks and service marks used by CMI under any license, agency or distribution agreement or arrangement, as well as the Design Marks attached hereto on Schedule 1(d) (“CMI Design Mark”) and including the product brands of the DIVERSEY PRODUCTS. Upon the written approval of SCJ, CMI may create one or more design marks relating to the JD HOUSE MARK, and such approved design marks shall thereafter be included on Schedule 1(d) attached hereto. As between CMI and SCJ, such approved CMI DESIGN MARKS shall be owned by CMI.

(e)  CMI HOUSE MARKS shall mean JOHNSON WAX PROFESSIONAL, DRACKETT PROFESSIONAL, and the JD HOUSE MARK, as licensed by SCJ to CMI pursuant to the SCJ-CMI License Agreement.

(f)  CMI TRADE NAMES shall mean JOHNSON WAX PROFESSIONAL, JOHNSON TOTAL SOLUTIONS, DRACKETT PROFESSIONAL, JOHNSON PROFESSIONAL and the JD TRADE NAME, and, in the United States only, JOHNSON COMMERCIAL MARKETS and S. C. JOHNSON COMMERCIAL MARKETS, as licensed by SCJ to CMI pursuant to the SCJ-CMI LICENSE AGREEMENT.

(g)  COMBINATION BRANDS shall mean those trademarks owned by SCJ and listed on Schedules 1(d)-1 and 1(d)-2 to the SCJ-CMI LICENSE AGREEMENT.

(h)  CMI-SCJ LICENSE AGREEMENT shall mean that certain Agreement between CMI and SCJ pursuant to which CMI has granted SCJ, inter alia, a license to use certain CMI BRANDS in connection with SCJ’s manufacture, marketing and sale of certain products under those specific CMI BRANDS in the SCJ CHANNELS OF TRADE.

(i)  CONSUMER PRODUCTS shall mean products for residential use now or in the future which consumers can buy from, for example, food, drug, mass merchandise, hardware, retail, discount and wholesale points of sale.

(j)  CROSS-OVER CHANNELS OF TRADE shall mean only those points of sale which actively market, promote and sell both CONSUMER PRODUCTS to consumers and INDUSTRIAL PRODUCTS to industrial, commercial and institutional end users, except that notwithstanding the foregoing, SCJ, CMI and POLYMER specifically agree that:

(i)  food, drug and mass merchandise points of sale are excluded from the scope of this defined term; provided, however, that the parties understand and agree that purchases by food, drug and mass merchandise points of sale for their

2

own internal consumption, and not for resale, shall constitute purchases by commercial end users in INDUSTRIAL CHANNELS OF TRADE;

(ii)  only those points of sale listed on Schedule 1(j)(ii) qualify, and are agreed to be within the scope of this defined term, with respect to products other than UNILEVER PRODUCTS or DIVERSEY PRODUCTS;

(iii)  within thirty (30) days following the CLOSING, CMI shall provide SCJ with a list of all accounts (by country) outside of the INDUSTRIAL CHANNELS OF TRADE to which UNILEVER PRODUCTS are being sold as of the CLOSING and those points of sale (which shall each be listed on Schedule 1(j)(iii) but which thereafter shall be removed from this document and, with respect to SCJ, copies of such Schedule 1(j)(iii) shall be retained in accordance with that certain confidentiality agreement dated March 28, 2002 between SCJ and CMI (the “Confidentiality Agreement”)) shall qualify, and are agreed to be within the scope of this defined term, with respect to UNILEVER PRODUCTS (“UNILEVER CROSS-OVER CHANNELS OF TRADE”) and, notwithstanding anything in this Agreement to the contrary but subject to certain of such points of sale being recategorized as APPROVED CASH AND CARRY ACCOUNTS in accordance with the procedures set forth in Section 1(nn), for a period of five years from CLOSING, such Schedule 1(j)(iii) shall not be amended to delete any point of sale;

(iv)  only those points of sale listed on Schedule 1(h)(iv) qualify, and are agreed to be within the scope of this defined term, with respect to DIVERSEY PRODUCTS (“DIVERSEY CROSS-OVER CHANNELS OF TRADE”);

(v)  notwithstanding Sections 1(j)(ii), 1(j)(iii) and (1)(j)(iv), and subject to the time limitations in Sections 3(h) and 3(i) hereof, (A) those points of sale listed on Schedule 1(j)(ii) shall not qualify to be within the scope of this defined term with respect to the marketing, promotion or sale of any product (other than SCJ LICENSED PRODUCTS, as defined in the SCJ-CMI LICENSE AGREEMENT) bearing a CMI HOUSE MARK, CMI TRADE NAME, COMBINATION BRAND, or CMI BRAND, including without limitation the CMI Design Mark, (B) those points of sale listed on Schedule 1(j)(iii) shall not qualify to be within the scope of this defined term with respect to the marketing, promotion or sale of any UNILEVER PRODUCT, and (C) those points of sale listed on Schedule 1(j)(iv) shall not qualify to be within the scope of this defined term with respect to the marketing, promotion or sale of any DIVERSEY PRODUCT, in each case which both (x) has a comparable product benefit to any SCJ CONSUMER PRODUCT marketed by SCJ to any points of sale listed on Sections 1(j)(ii), 1(j)(iii) or (1)(j)(iv), respectively, now or in the future, as determined on a country by country basis and (y) is substitutable (due to a lack of meaningful difference with respect to any product benefits or size) for any SCJ CONSUMER PRODUCT marketed by SCJ to any points of sale listed on Sections 1(j)(ii), 1(j)(iii) or (1)(j)(iv), respectively, now or in the future, as determined on a country by country basis (“CMI RESTRICTED PRODUCTS,”

3

“UNILEVER RESTRICTED PRODUCTS” and “DIVERSEY RESTRICTED PRODUCTS,” respectively, and collectively, “RESTRICTED PRODUCTS”). Notwithstanding the foregoing or anything in this Agreement to the contrary (but subject to Section 3(i)), with respect to UNILEVER PRODUCTS, (A) all general purpose cleaners distributed by CMI for UNILEVER shall be deemed to meet the criteria of subsections (x) and (y) hereof and shall constitute RESTRICTED PRODUCTS under this Agreement, (B) the UNILEVER PRODUCTS bearing the marks and for sale in the product categories listed on Schedule 3(i) Part I shall not constitute RESTRICTED PRODUCTS as of the CLOSING, (C) the UNILEVER PRODUCTS bearing the marks and for sale in the product categories listed on Schedule 3(i) Part II shall constitute RESTRICTED PRODUCTS as of the CLOSING, and (D) within thirty (30) days following the CLOSING, CMI shall provide SCJ with a list of those UNILEVER PRODUCTS (by SKU by country) that are sold to [**] as of the CLOSING, provided that such list shall not be required to include any UNILEVER PRODUCTS which are listed on Schedule 3(i) Part I (which list shall be handled by SCJ in the same manner as Schedule 1(j)(iii)) and annually thereafter CMI shall provide to an outside accounting firm designated by SCJ that has executed a reasonable confidentiality agreement consistent with the provisions of the Confidentiality Agreement and that is reasonably acceptable to CMI, a report identifying those UNILEVER RESTRICTED PRODUCTS (by SKU by country) sold to [**] during the prior year for the purpose of enabling such accounting firm to determine whether such prior year’s sales include sales of UNILEVER RESTRICTED PRODUCTS (by SKU by country) prohibited by Section 3(i). For the avoidance of doubt, such accounting firm is authorized to provide a summary of its findings to SCJ and CMI provided that the recipients of such report are authorized to receive information of this type pursuant to the Confidentiality Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, with respect to DIVERSEY PRODUCTS, (A) within thirty (30 days following the CLOSING, CMI shall provide SCJ with a list of DIVERSEY PRODUCTS and a list of those accounts to which DIVERSEY PRODUCTS are sold as of the CLOSING, and (B) SCJ shall have until six (6) months following the closing to review such list in accordance with the GUIDELINES and notify CMI as to which of such DIVERSEY PRODUCTS constitute RESTRICTED PRODUCTS and which of such accounts qualify as DIVERSEY CROSS-OVER CHANNELS OF TRADE (such accounts shall be included on Schedule 1(j)(iv))

CMI may request an exception from SCJ to market a RESTRICTED PRODUCT in a particular account within the CROSS-OVER CHANNELS OF TRADE pursuant to Section 3(h) hereof. CMI and SCJ expressly acknowledge and agree that CMI shall stop all sales of RESTRICTED PRODUCTS, now or in the future, in accordance with the terms of Section 3(h) and Section 3(i), as applicable.

(k)  HOLDCO shall mean Commercial Markets Holdco, Inc., a Wisconsin corporation.

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(l)  IMPROVEMENTS shall mean a new technology that is dependent on or substantially derived from a technology previously licensed under Section 2.

(m)  INDUSTRIAL CHANNELS OF TRADE shall mean trade channels through which commercial formulated and sized specialty chemical products normally travel and in which such products and related services are offered for sale to commercial, industrial and institutional end users only (“INDUSTRIAL PRODUCTS”) but specifically excluding all channels through which consumers purchase CONSUMER PRODUCTS now or in the future. Among the points of sale excluded from the scope of this term are food, drug, mass merchandise, hardware, retail, discount and wholesale points of sale.

(n)  INITIAL PUBLIC OFFERING shall mean an initial public offering of POLYMER’s Common Stock, or CMI’s Common Stock or the Common Stock of CMI’s direct or indirect parent corporation, as applicable, pursuant to a registration statement filed with the Securities and Exchange Commission and declared effective under the Securities Act of 1933, as amended, that results in the stock being listed for trading on the NASDAQ National Market or other recognized securities exchange.

(o)  LICENSE AGREEMENT shall mean the SCJ-CMI License Agreement, the CMI-SCJ License Agreement, or the SCJ-POLYMER License Agreement, as applicable, each of which govern the applicable licensee’s rights to use certain licensor brand names and/or technology in connection with its manufacture and sale of products in specified product categories.

(p)  COMMERCIALIZED/NON LICENSED PRODUCTS shall mean a product that is currently commercialized by one of the parties to this Agreement but is not currently licensed to the other parties to this Agreement as of the date hereof.

(q)  OBSOLETE PRODUCT shall mean a product that had in the past been manufactured by or for one of the parties to this Agreement but at the time of the request by another party to this Agreement is not currently approved for production and/or sale by the original party.

(r)  PHASE OUT PERIOD shall mean the period of time from the date hereof until January 1, 2003 or the date of an INITIAL PUBLIC OFFERING of HOLDCO, NEWCO or CMI, whichever occurs first.

(s)  POLYMER BRANDED PRODUCTS shall mean products sold by POLYMER which are labeled with a POLYMER BRAND, either alone or in combination with a POLYMER HOUSE MARK.

(t)  POLYMER BRANDS shall mean those trademarks and service marks owned, controlled or used by POLYMER (other than CHEMICAL MARKS as defined in the SCJ-POLYMER LICENSE AGREEMENT), including but not limited to any such trademarks and service marks used by POLYMER under any license, agency or distribution agreement or arrangement.

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(u)  POLYMER HOUSE MARKS shall mean JOHNSON POLYMER and the JD HOUSE MARK, as licensed by SCJ to POLYMER pursuant to the SCJ-POLYMER License Agreement.

(v)  PRODUCT CATEGORIES shall mean those generic product categories listed on Schedule 1(v).

(w)  SCJ BRANDED PRODUCTS shall mean products sold by SCJ which are labeled with an SCJ BRAND.

(x)  SCJ BRANDS shall mean those trademarks and service marks owned or controlled by SCJ, but shall not include the CMI HOUSE MARKS or the POLYMER HOUSE MARKS.

(y)  SCJ CHANNELS OF TRADE shall mean all channels of trade other than INDUSTRIAL CHANNELS OF TRADE and CHEMICAL SALES CHANNELS OF TRADE.

(z)  SCJ-CMI LICENSE AGREEMENT shall mean that certain Agreement, dated the same date hereof, between SCJ and CMI pursuant to which SCJ has granted CMI, inter alia, a license to use certain technology in connection with CMI’s manufacture, marketing and sale of certain products in commercial sizes under specific SCJ BRANDS in INDUSTRIAL CHANNELS OF TRADE and, during the PHASE OUT PERIOD, CROSS-OVER CHANNELS OF TRADE.

(aa)  SCJ-POLYMER LICENSE AGREEMENT shall mean that certain Agreement between SCJ and POLYMER pursuant to which SCJ has granted POLYMER a license to use the POLYMER HOUSE MARKS and certain SCJ BRANDS in the CHEMICAL SALES CHANNELS OF TRADE.

(bb)  UNILEVER shall mean Unilever Plc, a company established in the United Kingdom.

(cc)  VOLUNTARY DISCLOSURE INFORMATION shall mean information that one party voluntarily discloses to at least one other party to this Agreement.

(dd)  NEWCO shall mean Johnson Professional Holdings, Inc., a Delaware corporation, the direct parent corporation of CMI, which is also a wholly owned subsidiary of HOLDCO.

(ee)  DIVERSEY PRODUCTS shall mean those certain products to be acquired by CMI or its AFFILIATES from UNILEVER or its AFFILIATES pursuant to that certain Purchase Agreement dated as of November 20, 2001, as amended by the First Amendment dated February 11, 2002, the Second Amendment dated April 5, 2002, and the Third Amendment dated May 3, 2002, whereby CMI will acquire substantially all of the Diversey Lever business (the “ASSET PURCHASE AGREEMENT”) and, for clarification, shall not include UNILEVER PRODUCTS. CMI shall provide a list of the DIVERSEY PRODUCTS to SCJ within thirty (30) days following the CLOSING.

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(ff)  CLOSING shall mean the closing of the transactions contemplated by the ASSET PURCHASE AGREEMENT.

(gg)  JD HOUSE MARK shall mean those marks contained on Schedule 1(gg) attached hereto and any mark created by CMI and approved in writing by SCJ using the mark “Johnson”, which is owned by SCJ, with the mark “Diversey”, which is owned by CMI, in any combination or variation thereof that uses the complete name “Johnson”.

(hh)  JD TRADE NAME shall mean the trade name JOHNSON DIVERSEY and any trade name created by CMI and approved in writing by SCJ using the name “Johnson”, which is owned by SCJ, with the name “Diversey”, which is owned by CMI, in any combination or variation thereof, that uses the complete name “Johnson”.

(ii)  POLYMER TRADE NAME shall mean JOHNSON POLYMER and the JD TRADE NAME.

(jj)  UNILEVER PRODUCTS shall mean those products to be distributed by CMI and its AFFILIATES (other than POLYMER or its subsidiaries) pursuant to an agency agreement (the “UNILEVER AGENCY AGREEMENT”) which shall not bear any SCJ BRANDS, CMI HOUSE MARK, CMI TRADE NAMES or CMI DESIGN MARK, except that, notwithstanding any other restrictions in this Agreement to the contrary, such products may bear a CMI TRADE NAME in an inconspicuous manner on their back label if and to the extent required by applicable law or regulations, provided CMI gives SCJ prior written notice of any such requirement, and, provided, further that to the extent any such products bear a CMI TRADE NAME only as provided in this Section 1(j), such product shall be deemed to not be bearing a CMI HOUSE MARK or CMI TRADE NAME for purposes of this Agreement.

(kk)  AFFILIATE shall mean, with respect to POLYMER, SCJ, CMI, NEWCO and HOLDCO, any entity controlling or controlled by any such named person, where control means the power to direct the management and policies of a party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and with respect to any other third person it shall mean any entity controlling, controlled by, or under common control with such person. For the purposes of this Agreement, SCJ and its subsidiaries shall not be considered an AFFILIATE of POLYMER, CMI, NEWCO or HOLDCO or any of their subsidiaries.

(ll)  EXEMPT PERSON shall mean (1) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis; (2) an estate, trust (including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in (1) above; (3) a trust for the benefit of the spouse of an individual described in (1) above where such spouse has only a lifetime interest in the trust and has no power to dispose of the remainder of the trust other than a power to allocate or reallocate such remainder to or for the benefit of individuals described in (1) above; and (4) a corporation, partnership or limited liability company if a majority of the voting power and a majority of the value of the equity ownership of such corporation, partnership or limited liability company is owned by or for the benefit of one

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or more individuals or entities described in (1), (2) or (3) above. The determination of whether a trust is for the primary benefit of an individual, the individual’s spouse or descendants and whether a corporation, partnership or limited liability company is controlled by, or a majority of the equity is owned by, one or more individuals or entities shall be made by the Secretary of SCJ in his/her reasonable discretion.

(mm)  GUIDELINES shall mean those Guidelines set forth on Schedule 8(a) of the SCJ-CMI LICENSE AGREEMENT.

(nn)  APPROVED CASH AND CARRY ACCOUNTS shall mean those CROSS-OVER CHANNELS OF TRADE that (i) formally and effectively restrict access to retailers and commercial, industrial and institutional end users only, (ii) clearly separate the store into two, and only two, totally segregated operating units, one dedicated to the sale of goods to retailers and the other dedicated to the sale of professional directed goods to commercial, industrial and institutional end users, and (iii) sell multi-packs of products (in packs of four or more) in the dedicated retailer store section only (collectively, “the CASH AND CARRY CRITERIA”) and that are approved by SCJ in accordance with the GUIDELINES. The APPROVED CASH AND CARRY ACCOUNTS shall be identified on Schedules 1(j)(ii), 1(j)(iii) and 1(j)(iv), respectively. CMI shall provide SCJ with a list of the UNILEVER CROSS-OVER CHANNELS OF TRADE in accordance with Section 1(j)(iii) and SCJ shall have up to six (6) months following the CLOSING to review such list in accordance with the GUIDELINES and notify CMI as to which of such UNILEVER CROSS-OVER CHANNELS OF TRADE qualify as APPROVED CASH AND CARRY ACCOUNTS, which RESTRICTED PRODUCTS by country may continue to be sold in such account and such account shall be recategorized under the APPROVED CASH AND CARRY ACCOUNTS subsection of Schedule 1(j)(iii). Subject to Section 3(i), authorized sales to APPROVED CASH AND CARRY ACCOUNTS pursuant to this Agreement shall only encompass sales of product intended for resale in the dedicated professional products section of the store to commercial, industrial and institutional end users.

2.   TECHNOLOGY DISCLOSURE.

(a)  Any party to this Agreement may request a meeting with any other party or parties for the purpose of disclosing or receiving the disclosure of VOLUNTARY DISCLOSURE INFORMATION relating to an identified area of technology. No party shall be required to either disclose or receive the disclosure of VOLUNTARY DISCLOSURE INFORMATION. The meeting request shall state that it has been approved by a Senior R&D Official of the requesting party and shall be addressed to the Senior R&D official of the other party or parties, with a copy to the General Counsel of the other party or parties. The request shall identify the area of technology to be discussed and an Administrator for each area of technology to be discussed. The receiving R&D Official shall approve or deny the meeting request and, if approved, shall identify the Administrator for that party. No meeting may be held without the approval of the respective Senior R&D officials, which must be provided either in writing or in electronic form. The party disclosing VOLUNTARY DISCLOSURE INFORMATION shall send the Administrator a written summary of the substance of the VOLUNTARY

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DISCLOSURE INFORMATION. The parties may have follow-on informal discussions with respect to an approved area of technology, however, the owner of the VOLUNTARY DISCLOSURE INFORMATION shall summarize all follow-on discussions in writing and send a copy of the Administrator for the other party.

(b)  All disclosures and use of VOLUNTARY DISCLOSURE INFORMATION, whether or not reduced to writing, shall be subject to the COVENANT OF SECRECY of Section 14 of the Agreement as applied to Confidential Information, including the exceptions thereto. The receiving party or parties shall not use any VOLUNTARY DISCLOSURE INFORMATION for any purpose, other than internal preliminary evaluation, without the written consent of the disclosing party unless such use is clearly allowed by the exceptions to confidentiality set forth in Section 14 of the Agreement.

(c)  Within 60 days from the date of the meeting where VOLUNTARY DISCLOSURE INFORMATION was initially disclosed, any receiving party who wants to use any VOLUNTARY DISCLOSURE INFORMATION must provide a written indication of interest to the disclosing party. The parties can extend this period for an additional term to be agreed by the parties. This notice shall indicate the type of use contemplated by the receiving party. In the event the disclosing party decides to permit the receiving party to have an evaluation period, the receiving party shall have a period of up to ninety (90) days to evaluate such VOLUNTARY DISCLOSURE INFORMATION.

(i)  If there is no interest in using the VOLUNTARY DISCLOSURE INFORMATION, the receiving party shall return all copies of the VOLUNTARY DISCLOSURE INFORMATION to the disclosing party no later than the later of 90 days from the initial disclosure or 30 days from the date the receiving party indicates there is no interest, whichever occurs first, except that the receiving party’s Law Department may retain one copy for archival purposes only.

(ii)  If the receiving party indicates an interest in obtaining rights to use such VOLUNTARY DISCLOSURE INFORMATION following the receiving party’s evaluation thereof, the disclosing party and the receiving party may, but shall have no obligation to, negotiate a license or other arrangement concerning such VOLUNTARY DISCLOSURE INFORMATION. If the disclosing party is not interested in negotiating an arrangement with the receiving party or if the parties are unable to reach agreement regarding such VOLUNTARY DISCLOSURE INFORMATION, the VOLUNTARY DISCLOSURE INFORMATION shall be returned to the disclosing party promptly and, in any event, within thirty (30) days of notice thereof by the disclosing party.

(iii)  In any event, VOLUNTARY DISCLOSURE INFORMATION shall remain the property of the disclosing party. Improvements to VOLUNTARY DISCLOSURE INFORMATION shall be governed by the agreement, if any, entered into between the disclosing party and the receiving party.

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(iv)  If the receiving party does not notify the disclosing party within the period set forth above in Section 2(c), the VOLUNTARY DISCLOSURE INFORMATION will automatically be deemed to be of no interest to the receiving party and shall be promptly returned pursuant to Section 2(c)(i) above.

(d)  A party receiving VOLUNTARY DISCLOSURE INFORMATION may disclose it to its AFFILIATES so long as such AFFILIATES are bound to maintain the information in confidence on terms similar to this Agreement. All licenses or other rights granted as contemplated in this Agreement shall include the right to sublicense AFFILIATES unless agreed otherwise.

(e)  VOLUNTARY DISCLOSURE INFORMATION shall include information disclosed at technical fairs and presentations by either party to which representatives of the other party are invited even though such information is not practical to reduce to writing and is not provided to the receiving party in writing. However, such disclosures shall not substitute for the procedures set forth in Section 2(a) herein and shall not be considered a “meeting” for purposes of Section 2(c).

(f)  Any party shall have the right to request a license or other right to use OBSOLETE PRODUCTS of the other party. Notwithstanding the foregoing, it is understood and agreed that nothing herein shall preclude the disclosing party from declining to grant the receiving party’s request for such a license or other right.

(g)  Any party shall have the right to request a license to use COMMERCIALIZED/NON LICENSED PRODUCTS of another party. Notwithstanding the foregoing, it is understood and agreed that nothing herein shall preclude the disclosing party from declining to grant the receiving party’s request for such a license or other right.

(h)  Any rights granted to CMI as the receiving party may be limited to the INDUSTRIAL CHANNELS OF TRADE and CMI shall have no right to use any SCJ BRANDS in connection with such new products or technology, except as otherwise provided in the SCJ-CMI License Agreement (including any amendments thereto). Any rights granted to POLYMER as the receiving party may be limited to the CHEMICAL SALES CHANNELS OF TRADE and POLYMER shall have no right to use any SCJ BRANDS in connection with such new products or technology, except as otherwise provided in the SCJ-POLYMER License Agreement (including any amendments thereto). Any rights granted to SCJ as the receiving party may be limited to the SCJ CHANNELS OF TRADE and SCJ shall have no right to use any CMI BRANDS in connection with such new products or technology, except as otherwise provided in the CMI-SCJ LICENSE AGREEMENT (including any amendments thereto). In addition, no receiving party shall have the right to grant sublicenses or to assign any of its rights or obligations under any license, distribution, sales agency or other agreement entered into with a disclosing party, except that the receiving party shall have the right to grant sublicenses only as provided by Section 4.

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(i)  Any arrangement entered into between a disclosing party and a receiving party may require that (i) the receiving party assign all improvements, enhancements or modifications that it may develop in such new technology to the disclosing party and (ii) that such improvements, enhancements and modifications be licensed back to the receiving party on terms to be agreed by the parties to that arrangement.

(j)  The parties further understand and agree that no receiving party shall have a right to make any commercial use of any VOLUNTARY DISCLOSURE INFORMATION unless and until the disclosing party and the receiving party have entered into a formal written agreement detailing the receiving party’s rights with respect thereto. In addition, it is understood and agreed that the disclosing party shall have the right to require certain limitations on the receiving party’s use of such VOLUNTARY DISCLOSURE INFORMATION, including, for example, limitations on when and/or where the receiving party may begin to use the VOLUNTARY DISCLOSURE INFORMATION or sell the products incorporating the VOLUNTARY DISCLOSURE INFORMATION.

(k)  No party shall have the obligation to disclose any of its confidential information to any other party. Any disclosure of confidential information in accordance with this Section 2 shall be governed by the parties’ mutual confidentiality obligations set forth in Section 14 hereof.

(l)  Each of SCJ, CMI and POLYMER recognize that it is the preferred practice to take the needs of the other parties into consideration in connection with any technology-related activities undertaken during the term of this Agreement, such as the filing and maintenance of patent applications or the licensing or acquisition of new technology. Nonetheless, absent a specific written agreement in advance between any of SCJ, CMI and POLYMER to jointly protect or acquire a technology, there shall be no obligation on any party to prepare or maintain a patent or patent application based on any other party’s technology needs or to include any other party’s field of use in a technology license or acquisition agreement.

(i)  SCJ and CMI hereby agree that in the event either SCJ or CMI becomes interested in obtaining rights to a particular insect active compound or formulation owned by a third party, SCJ or CMI, as applicable, may consult with the other to determine if there is interest in making a joint bid to obtain the rights to such insect active compound or formulation for the parties’ respective channels of trade. SCJ and CMI understand that certain information may be covered by a confidentiality agreement with such third party. In that event, only non-confidential information would be shared between SCJ and CMI or the consent of such third party shall be obtained prior to sharing any confidential information. Any ongoing cooperation between SCJ and CMI with regard to such third party insect active compound or formulation shall continue following a CHANGE OF CONTROL of CMI or HOLDCO; provided, however, that following suchCHANGE OF CONTROL SCJ shall have the right to terminate such cooperation on twelve (12) months’ written notice to CMI.

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3.   TECHNOLOGY LICENSES.

(a)  CMI and POLYMER hereby grant to SCJ a worldwide, personal, nonassignable, paid up, non-exclusive license, with the right to grant sublicenses only as provided by Section 4, to make, have made, use, import, export, offer for sale, sell and otherwise dispose of all products using CMI technology and POLYMER technology used as of July 3, 1999 by SCJ in SCJ BRANDED PRODUCTS. However SCJ shall not sell or otherwise distribute such SCJ BRANDED PRODUCTS in the CHEMICAL SALES CHANNELS OF TRADE or the INDUSTRIAL CHANNELS OF TRADE for a period which is the shorter of:

(i)  Seven (7) years from July 3, 1999 and thereafter, unless otherwise mutually agreed;

(ii)  For the CHEMICAL SALES CHANNELS OF TRADE, on the date of a CHANGE OF CONTROL of POLYMER; or

(iii)  For the INDUSTRIAL CHANNELS OF TRADE, on the date of a CHANGE OF CONTROL of CMI.

It is understood and agreed by SCJ that the foregoing technology license shall not apply to products sold by SCJ under a CMI BRAND pursuant to the CMI-SCJ License Agreement. It is also understood that the license under this Section 3(a) does not include a license to any of POLYMER’s process technology, except as specifically set forth in Section 3(d).

(b)  SCJ and POLYMER hereby grant to CMI a worldwide, personal, nonassignable, paid up, non-exclusive license, with the right to grant sublicenses only to subsidiaries provided by Section 4, to make, have made, use, import, export, offer for sale, sell and otherwise dispose of all products using SCJ technology and POLYMER technology used as of July 3, 1999 by CMI in CMI BRANDED PRODUCTS (other than UNILEVER PRODUCTS). However, and subject to the further limitations set forth in the SCJ-CMI LICENSE AGREEMENT, CMI shall not sell or otherwise distribute such CMI BRANDED PRODUCTS outside of the INDUSTRIAL CHANNELS OF TRADE or the CROSS-OVER CHANNELS OF TRADE for seven (7) years from July 3, 1999 and thereafter, unless otherwise mutually agreed. It is understood and agreed by CMI that the foregoing technology license does not apply to products sold by CMI under an SCJ BRAND pursuant to the SCJ-CMI License Agreement. It is also understood that the license under this Section 3(b) does not include a license to any of POLYMER’s process technology.

(c)  SCJ and CMI hereby grant to POLYMER a worldwide, personal, nonassignable, paid up, non-exclusive license, with the right to grant sublicenses only to subsidiaries as provided by Section 4, to make, have made, use, import, export, offer for sale, sell and otherwise dispose of all products using SCJ technology and CMI technology used as of July 3, 1999 by POLYMER in POLYMER BRANDED PRODUCTS. However, and subject to the further limitations set forth in the SCJ-POLYMER LICENSE AGREEMENT, POLYMER shall not sell or otherwise distribute

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such POLYMER BRANDED PRODUCTS outside of the CHEMICAL SALES CHANNELS OF TRADE for seven (7) years from July 3, 1999 and thereafter, unless otherwise mutually agreed. It is understood and agreed by POLYMER that the foregoing technology license does not apply to products sold by POLYMER under an SCJ BRAND pursuant to the SCJ-POLYMER License Agreement.

(d)  POLYMER hereby grants to SCJ a personal, nonassignable, paid up, non-exclusive license, with the right to grant sublicenses only to its subsidiaries in South Africa, Argentina, and Brazil as provided by Section 4, to make, have made, use, import, export, offer for sale, sell and otherwise dispose of all POLYMER process technology used as of July 3, 1999 by SCJ and such subsidiaries: i) in SCJ BRANDED PRODUCTS in Argentina, Brazil and South Africa; provided, however, that SCJ shall only have the right to sell or otherwise distribute such SCJ BRANDED PRODUCTS in the SCJ CHANNELS OF TRADE in any country, and ii) for only as long as the South African SCJ subsidiary remains controlled by SCJ (directly or indirectly), in products for sale in the CHEMICAL SALES CHANNEL OF TRADE in South Africa only, with the right to export products within the CHEMICAL SALES CHANNEL OF TRADE to other countries.

(e)  None of SCJ, POLYMER or CMI shall have an obligation to grant the other parties a license to use any enhancements, IMPROVEMENTS or modifications to the technology it has licensed pursuant to Section 3(a), (b) or (c), as applicable, unless the parties otherwise agree to enter into a license for such enhancements, IMPROVEMENTS or modifications in accordance with the procedures set forth in Section 2 above.

(f)  To the extent CMI or POLYMER sell products that are manufactured either solely within the intellectual property rights that were assigned to CMI in the Transfer and Assumption Agreement dated June 27, 1997, are acquired from a third party, or were demonstrably developed by CMI or POLYMER after June 27, 1997 without reference to any SCJ technology, these products are not subject to the channel of trade restrictions of Sections 3(b) and (c) above. To the extent that the applicable LICENSE AGREEMENT and this Section 3(f) are inconsistent, the terms of such LICENSE AGREEMENT shall control.

(g)  Except as otherwise set forth in this Section 3(g) with respect to UNILEVER CROSS-OVER CHANNELS OF TRADE, within six (6) months following the CLOSING and annually thereafter, SCJ shall review each of the CROSS-OVER CHANNELS OF TRADE and APPROVED CASH AND CARRY ACCOUNTS in accordance with the GUIDELINES and CMI and SCJ shall follow the GUIDELINES in order to determine whether a particular outlet or point of sale should be included within (or be removed from) the CROSS-OVER CHANNELS OF TRADE and/or APPROVED CASH AND CARRY ACCOUNTS (including whether any outlet or point of sale should be reclassified from an APPROVED CASH AND CARRY ACCOUNT to a CROSS-OVER CHANNEL OF TRADE). Notwithstanding the foregoing, provided SCJ has followed the GUIDELINES, SCJ shall have the unilateral right to remove an outlet or point of sale from the CROSS-OVER CHANNELS OF TRADE and/or APPROVED CASH AND CARRY ACCOUNTS. Any additions or deletions to the CROSS-OVER

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CHANNELS OF TRADE or APPROVED CASH AND CARRY ACCOUNTS shall be notified to CMI and shall be documented by updating Schedule 1(j)(ii), 1(j)(iii) or 1(j)(iv), as applicable. CMI must exit any such deleted CROSS-OVER CHANNEL OF TRADE and/or APPROVED CASH AND CARRY ACCOUNT (unless such deleted APPROVED CASH AND CARRY ACCOUNT is reclassified as a CROSS-OVER CHANNEL OF TRADE) (x) within six (6) months of such notice from SCJ or by December 31, 2002, whichever is later (with respect to any accounts deleted in connection with SCJ’s first review thereof within six months after CLOSING) or (y) in accordance with the GUIDELINES (with respect to any accounts deleted as a result of a subsequent annual review). Notwithstanding the foregoing or anything in this Agreement to the contrary, no point of sale may be deleted from Schedule 1(j)(iii) before the fifth anniversary of the CLOSING and except as set forth in Section 3(i) concerning sales to CROSS-OVER CHANNELS OF TRADE of UNILEVER PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING, for five (5) years following the CLOSING CMI shall have the right to continue to market and sell UNILEVER PRODUCTS to all accounts to which such UNILEVER PRODUCTS were being sold by the DiverseyLever business as of the CLOSING. CMI shall have the right to continue to market and sell DIVERSEY PRODUCTS to all accounts to which such DIVERSEY PRODUCTS were being sold by the DiverseyLever business as of the CLOSING provided that CMI must cease the marketing and sale of DIVERSEY PRODUCTS in any accounts other than those in the INDUSTRIAL CHANNELS OF TRADE and those approved by SCJ in accordance with Section 1(j)(iv) as DIVERSEY CROSS-OVER CHANNELS OF TRADE within six (6) months following notice from SCJ or by December 31, 2002, whichever is later. As of the date of this Agreement, all existing [**] accounts are included on Schedule 1(j)(ii) as a CROSS-OVER CHANNEL OF TRADE but within six (6) months following the CLOSING SCJ shall determine, on a country-by-country basis in accordance with the GUIDELINES, which if any of the [**] accounts shall be moved to the list of APPROVED CASH AND CARRY ACCOUNTS on Schedule 1(j)(ii). Prior to invoking the dispute resolution provisions in Section 15, the respective presidents of SCJ and CMI shall attempt to resolve any dispute that arises between SCJ and CMI in connection therewith.

(h)  CMI shall provide SCJ with a list of products it markets or sells in the CROSS-OVER CHANNELS OF TRADE, by country and account, semi-annually or more often if requested by SCJ. Notwithstanding the preceding sentence, CMI shall not be required to provide SCJ with account information regarding the UNILEVER PRODUCTS for five (5) years following the CLOSING, provided that CMI certifies in writing to SCJ that it is in compliance with the terms of this Section 3 with respect to the UNILEVER PRODUCTS as of each semi-annual reporting date. Further, CMI shall not sell CMI RESTRICTED PRODUCTS in the CROSS-OVER CHANNELS OF TRADE other than sales to APPROVED CASH AND CARRY ACCOUNTS (including those accounts listed on Part 2 of Schedule 1(j)(ii)); provided however, that for products first classified as CMI RESTRICTED PRODUCTS after June 30, 2001, CMI shall stop all sales of those products in the CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(j)(ii) (other than the APPROVED CASH AND CARRY ACCOUNTS) within twenty-four (24) months of written notice from SCJ (or such longer notice period if explicitly agreed to in writing by SCJ); provided, further, that CMI may continue to sell

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CMI RESTRICTED PRODUCTS which were being sold on the day hereof to APPROVED CASH AND CARRY ACCOUNTS (including those accounts listed on Part 2 of Schedule 1(j)(ii)) and to temporary CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(j)(ii), subject to review by SCJ within six (6) months after CLOSING and, upon notice from SCJ, CMI shall cease selling such product within six (6) months of such notice or December 31, 2002, whichever is later. CMI represents to SCJ that since June 30, 2001 it has not sold in the CROSS-OVER CHANNELS OF TRADE products that constitute CMI RESTRICTED PRODUCTS as of the date of this Agreement, other than sales to APPROVED CASH AND CARRY ACCOUNTS (including those accounts listed on Part 2 of Schedule 1(j)(ii) and to temporary CROSS-OVER CHANNELS OF TRADE listed on Schedule 1(j)(ii). CMI may request an exception to the restrictions applicable to RESTRICTED PRODUCTS at a particular account for RESTRICTED PRODUCTS. Such requests for an exception (including the duration thereof) shall be reviewed on a case by case basis, for a particular RESTRICTED PRODUCT sold to a particular point of sale account listed on Schedule 1(j)(ii), 1(j)(iii) or 1(j)(iv), as applicable, in a country, by the point person designated by each party hereto for interbusiness intellectual property matters and subject to the GUIDELINES. If any such requests are not resolved by the designated point persons, such request may be referred to the respective Presidents of SCJ and CMI who shall attempt to resolve any dispute thereto prior to invoking the dispute resolution provision of Section 15. To the extent that the SCJ-CMI LICENSE AGREEMENT and this Section 3(h) are inconsistent, the terms of the SCJ-CMI LICENSE AGREEMENT shall control.

(i)  CMI shall have the right to sell any DIVERSEY PRODUCTS and any UNILEVER PRODUCTS distributed by CMI that are not RESTRICTED PRODUCTS as of the CLOSING (with respect to DIVERSEY PRODUCTS) or as of the date CMI obtains the right to sell such products (with respect to the UNILEVER PRODUCTS) in the CROSS-OVER CHANNELS OF TRADE for a minimum of five (5) years following the CLOSING. However, CMI shall cease the sale of any UNILEVER PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING within six (6) months following notice from SCJ pursuant to Section 1(m) or by December 31, 2002, whichever is later; provided, however, that for five (5) years following the CLOSING CMI shall have the right to sell such UNILEVER PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING (i.e., those listed on Schedule 3(i) Part II as of the date hereof) to APPROVED CASH AND CARRY ACCOUNTS authorized by SCJ (by RESTRICTED PRODUCT by country) and so identified on Schedule 1(j)(iii) provided such UNILEVER RESTRICTED PRODUCTS (x) are in sizes no smaller than the sizes sold to such APPROVED CASH AND CARRY ACCOUNTS as of the CLOSING, (y) are not in multi–packs, and (z) are sold only in the separate section of such APPROVED CASH AND CARRY ACCOUNTS that are dedicated to professional products sold to commercial, industrial and institutional end users; provided, further, that if within such five (5) year period such conditions are not met and such account would no longer be an APPROVED CASH AND CARRY ACCOUNT, such RESTRICTED PRODUCTS shall be discontinued within six (6) months after notice from SCJ that such account is no longer an APPROVED CASH AND CARRY ACCOUNT. Notwithstanding the foregoing, and in addition to CMI’s right to sell UNILEVER PRODUCTS that are not RESTRICTED PRODUCTS, for five (5) years following the CLOSING CMI shall have

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the right to sell to those [**] CROSS–OVER CHANNELS OF TRADE listed on Schedule 1(j)(ii) only those certain RESTRICTED UNILEVER PRODUCTS (as determined separately for [**] by SKU and country) that are sold as of the date hereof to [**] and that are in sizes no smaller than the sizes sold to [**] as of the CLOSING; provided, however, that if there is a separate section or aisle of the [**] store dedicated to professional products sold to commercial, industrial and institutional end users, CMI shall only have a right to sell such RESTRICTED UNILEVER PRODUCTS for resale in that section or aisle of the [**] store; unless such RESTRICTED UNILEVER PRODUCTS are being sold for resale in a different section or aisle of the [**] store (as determined on a store-by-store basis) as of the date hereof, in which event CMI shall have the right to continue sales of such RESTRICTED PRODUCTS for resale in such section or aisle; provided, further, that if within such five (5) year period any such product is no longer sold in the specified location CMI shall have six (6) months thereafter in which to discontinue such product at such location. CMI shall cease the sale of DIVERSEY PRODUCTS that are RESTRICTED PRODUCTS as of the CLOSING within six (6) months of notification by SCJ that such DIVERSEY PRODUCTS constitute RESTRICTED PRODUCTS as of the CLOSING or by December 31, 2002, whichever is later. Further, in the event a DIVERSEY PRODUCT or a UNILEVER PRODUCT distributed by CMI becomes a RESTRICTED PRODUCT within five (5) years following the CLOSING, CMI shall cease the sale of such products in the CROSS-OVER CHANNELS OF TRADE within twenty four (24) months following written notification by SCJ thereof or five (5) years following the CLOSING, whichever is later. In the event that a DIVERSEY PRODUCT or a UNILEVER PRODUCT distributed by CMI becomes a RESTRICTED PRODUCT more than five (5) years following the CLOSING, CMI shall cease the sale of such products in the CROSS-OVER CHANNELS OF TRADE within twenty-four (24) months following written notification by SCJ thereof. To the extent any additional UNILEVER PRODUCTS (i.e., those not listed on Schedule 3(i) as of the date of the CLOSING) constitute RESTRICTED PRODUCTS as of the time CMI obtains the right from UNILEVER to sell such products, CMI shall not sell such RESTRICTED UNILEVER PRODUCTS outside the INDUSTRIAL CHANNELS OF TRADE. Nothing in this Section 3 shall prohibit CMI or its AFFILIATES from selling RESTRICTED PRODUCTS in the INDUSTRIAL CHANNELS OF TRADE.

4.   SUBLICENSES.

(a)  Each of the parties shall have the right to grant sublicenses of its rights under Section 3 of this Agreement to its controlled subsidiaries (for only as long as such subsidiaries remain controlled by such party), and to other companies in which such party has an equity interest which are approved by the other parties in writing as an amendment to this Agreement (such approval being granted only for so long as the shareholdings of such other companies remain the same as of the date of the approval). The following CMI non-controlled companies (with their shareholdings as of the date hereof) are deemed approved by SCJ and POLYMER as of the date hereof: Johnson Polymer Corporation.

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(b)  The parties shall authorize each sublicensee to sell only in its licensed territory and shall prohibit sublicensees from soliciting sales outside its licensed territory.

(c)  The parties shall guarantee proper performance of the terms and conditions of each such sublicense by its sublicensees.

(d)  The parties acknowledge that the other parties hereto are direct third party beneficiaries of its sublicenses. The other parties hereto shall have the right, independent of the sublicensing party, to require performance by any sublicensee of all terms and conditions of the sublicense agreement and to bring all causes of action that result from breach of those terms and conditions by the sublicensee.

5.   DURATION AND TERMINATION.

(a)  This Agreement shall commence as of the effective date set forth in the first paragraph of this Agreement and continue in force for an initial term of eight (8) years from such effective date or, if the CLOSING occurs on or before June 30, 2002, then for an initial term ending eight (8) years from the date of CLOSING. If the CLOSING has occurred on or before June 30, 2002 and this Agreement has not been terminated, then the initial term shall be automatically extended at the end of the first year following CLOSING (“Extension Date”) for one additional year (i.e. to an initial term ending nine (9) years from the date of CLOSING), provided that SCJ has not given CMI or POLYMER notice of breach or default pursuant to Section 5(d) hereof on or before the Extension Date; provided further, however, that if the breaching party cures such breach or default within the cure period specified in Section 5(d), such one year extension shall come in effect retroactive to the Extension Date. If the CLOSING has occurred on or before June 30, 2002 and this Agreement has not been terminated, then the initial term shall be further extended at the end of the second year following CLOSING (“Second Extension Date”) for one additional year (i.e. to an initial term ending ten (10) years from the date of CLOSING); subject to the same provisos with respect to notices of breach and cure as applicable to the first Extension Date. Thereafter, the term of this Agreement and may be renewed by CMI or POLYMER for additional terms of two (2) years each, subject to SCJ’s prior written consent, which may be granted or withheld in SCJ’s sole discretion.

(b)  Any license, distribution, sales agency or other agreement entered into by a disclosing party and a receiving party in accordance with the provisions of Section 2 prior to a CHANGE OF CONTROL of CMI or POLYMER or HOLDCO or NEWCO shall remain in effect following such CHANGE OF CONTROL; provided, however, that for any such agreement entered into with a party that directly or indirectly undergoes a CHANGE OF CONTROL (CMI, NEWCO or HOLDCO, or POLYMER, as applicable), either party to such agreement shall have the right to terminate the agreement following such CHANGE OF CONTROL on twelve (12) months’ written notice to the other party thereto. In the event of any conflict between this Section 5(b) and the terms and conditions of any such license, distribution, sales agency or other agreement entered into in accordance with the procedures set forth in Section 2, this Section 5(b) shall control.

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(c)  The licenses granted to SCJ, CMI and POLYMER pursuant to Sections 3(a), (b) and (c), respectively, shall remain in effect following a CHANGE OF CONTROL of CMI, NEWCO or HOLDCO, or POLYMER, as applicable; provided, however, that if a CHANGE OF CONTROL of CMI, NEWCO or HOLDCO takes place prior to the end of the seven (7) year period referred to in Section 3(b), CMI’s license in the CROSS-OVER CHANNELS OF TRADE shall terminate on such CHANGE OF CONTROL and CMI shall immediately cease all use of licensed technology within the CROSS-OVER CHANNELS OF TRADE for the remainder of said seven (7) year period. Following a CHANGE OF CONTROL of CMI, NEWCO or HOLDCO and/or POLYMER, the license granted to SCJ pursuant to Section 3(a) shall be expanded to include the INDUSTRIAL CHANNELS OF TRADE and/or the CHEMICAL SALES CHANNELS OF TRADE, as applicable.

(d)  If any party is in breach or default of or under any material terms of this Agreement, either or both of the non-breaching parties may terminate the license granted to the breaching party pursuant to Section 3 by giving at least thirty (30) days’ written notice to the breaching party. This notice shall describe the breach or default that is the reason for such termination. The license to the breaching party shall terminate at the end of the notice period but only as it relates to the PRODUCT CATEGORY or PRODUCT CATEGORIES affected by the breach as determined by the Licensor and not as to other PRODUCT CATEGORIES not affected by the breach, unless the breaching party cures or remedies the breach or default supporting termination within the notice period. Termination of such license as relates to a PRODUCT CATEGORY or PRODUCT CATEGORIES involved in any way in the breach, in the event of uncured breach, shall not preclude the non-breaching parties from seeking other remedies available to them as a result of such uncured breach.

(e)  If a sublicensee is in material breach or default of or under any of the terms or conditions of its sublicense agreement or this Agreement as a result of its actions or inaction, either or both of the non-breaching parties may terminate the license granted to such other party pursuant to Section 3 in the sublicensed territory by giving at least thirty (30) days’ written notice to the other party describing the breach or default that is the reason for termination of such license in the sublicensed territory. The license to such other party in the sublicensed territory shall terminate at the end of the notice period unless the other party cures or remedies (or causes its sublicensee to cure or remedy) the breach or default supporting termination to the non-breaching party’s satisfaction within the notice period; provided, however, that any dispute concerning any such alleged breach or default by a party’s sublicensee shall be resolved in accordance with the applicable dispute resolution procedure set forth in Section 15. Termination of the license under the sublicensed territory in the event of uncured breach of this Agreement or the relevant sublicense agreement as a result of such sublicensee’s actions or inaction shall not preclude the non-breaching party from seeking any other remedies available to it as a result of such uncured breach.

(f)  If CMI or POLYMER makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct CMI’s or POLYMER’s business or affairs, or if it is adjudged in any legal action to be either a

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voluntary or involuntary bankrupt, the obligations of SCJ and the rights and privileges of CMI or POLYMER, as applicable, under this Agreement shall be deemed to have ceased and terminated immediately prior to such assignment, appointment of trustee or receiver or bankruptcy, without SCJ giving any notice or taking any legal action. This Section shall also apply to CMI’s or POLYMER’s sublicensees under this Agreement; provided, however, that this Agreement shall terminate only with respect to the sublicensed territory of any sublicensee that falls within the provisions of this Section.

(g)  Any sublicense granted by CMI or POLYMER hereunder to a controlled subsidiary shall automatically terminate in the event such sublicensee is no longer controlled by CMI or POLYMER, as applicable, unless otherwise agreed between the parties.

(h)  [Reserved]

(i)  In the event that one or more of the following events has occurred and is continuing: (i) CMI, HOLDCO, NEWCO or any subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any MATERIAL INDEBTEDNESS (as defined in the SCJ-CMI LICENSE AGREEMENT), when and as the same shall become due, subject to any applicable grace period and any waivers granted during the grace period by the applicable creditor; (ii) any event or condition occurs that results in any MATERIAL INDEBTEDNESS becoming due prior to its scheduled maturity; and (iii) any event or condition occurs that enables or permits (with or without the passage of time, the giving of notice or both, but subject to the applicable grace period and any waivers granted during the grace period by the applicable creditor) the agent or agents, creditor, lender or group of creditors or lenders under the SENIOR CREDIT AGREEMENT (as defined in the SCJ-CMI LICENSE AGREEMENT) to cause the indebtedness outstanding thereunder to become due prior to its scheduled maturity, then SCJ shall have the right to terminate, on twelve (12) months written notice, any license, distribution, sales agency or other agreement that was entered into in accordance with the provisions of Section 2 hereof prior to the occurrence of any such event.

(j)  Upon termination of a party’s license granted pursuant to Section 3:

(i)  That party shall cease all use of, and shall not thereafter use or otherwise claim or have rights in, any of the technology licensed to such party hereunder;

(ii)  All sublicenses granted by the terminated party hereunder shall terminate and the terminated party shall notify its sublicensees of such termination immediately following receipt of notice of termination of its license from the other parties hereto;

(iii)  The terminated party shall immediately notify and accordingly terminate all contract manufacturing agreements that involve use of the technology licensed hereunder;

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(k)  Each of the parties acknowledge and agree that any continued use of the technology licensed to them hereunder following termination of such license in accordance with the provisions hereof shall constitute infringement of such technology and the other parties shall have the right to obtain temporary, preliminary and permanent injunctive relief against the terminated party’s and/or its sublicensees’ continued use thereof, in addition to all other remedies available to the other parties, and the terminated party shall be responsible for reimbursement to the other parties of all attorneys’ fees spent in enforcing its rights hereunder.

6.   PRODUCT REGISTRATIONS.    Each of the parties are responsible for obtaining and maintaining any federal or state product registrations required for such party to sell or permit its sublicensees to sell products covered by US, State and Foreign government registrations (e.g., products registered with the US Environmental Protection Agency and similar state and foreign agencies). All parties to this agreement agree that the other parties may cite one party’s data in order to obtain their own registrations without payment of any license or other fee. Each of CMI and SCJ understand that certain product registrations and government regulations may limit the sale or distribution of certain products to a specific channel of trade or customer type.

7.   RELATIONSHIP OF THE PARTIES.    Notwithstanding any other provision of this contract, SCJ, CMI or POLYMER shall not bind or obligate the other parties in transactions with others, nor shall anything herein be construed as authorizing SCJ, CMI or POLYMER or any of their subsidiaries to conduct their business in the name of or for the account of the other parties. In addition, neither this Agreement nor the performance of its terms shall create or be deemed to create the relationship of principal-and-agent or partners or co-adventurers between the parties hereto.

8.   DISCLAIMER; INDEMNIFICATION; INSURANCE.

(a)  SCJ, CMI, AND POLYMER EACH HEREBY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, REGARDING THIS AGREEMENT AND THE TECHNOLOGY LICENSED HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND INCLUDING ANY INFORMATION OR DATA OF ANOTHER PARTY USED BY A PARTY IN REGISTERING A PRODUCT UNDER SECTION 6.

(b)  Neither SCJ nor any of its subsidiaries will be responsible or liable with respect to any third party claims or lawsuits for damages to the extent attributable in any way to the manufacturing, storing, packaging, using, selling, advertising, distributing or transporting of products using the SCJ technology licensed hereunder, and CMI and POLYMER shall indemnify and hold harmless SCJ, its subsidiaries, officers, directors, employees and agents from any loss, claim, damage, demand, payment, lawsuit, action, recovery, judgment, cost and expense of every nature and description brought or recovered against SCJ or expended by SCJ, including without limitation, the payment of reasonable attorneys’ fees and other litigation expenses to the extent attributable in any way to the manufacturing, storing, packaging, using, selling, advertising, distributing or transporting of products using the SCJ technology licensed hereunder by CMI or

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POLYMER or their sublicensees or anyone acting on behalf of them or their sublicensees or otherwise arising from the performance or non-performance by CMI or POLYMER (or their sublicensees or agents or representatives) of its obligations under this Agreement.

(c)  Throughout the term of this Agreement, SCJ, CMI and POLYMER shall each hold general liability insurance in the amount of [**] per occurrence with SCJ as an additional insured.

9.   RESERVATION OF RIGHTS.    All rights not specifically and expressly granted by SCJ, CMI or POLYMER herein are reserved by the granting party.

10.   CONSTRUCTION, ENFORCEMENT AND ASSIGNABILITY.    This Agreement and the SCJ-CMI License Agreement, the CMI-SCJ License Agreement and the SCJ-POLYMER License Agreement contain the entire understanding between the parties with respect to the subject matter hereof, and all previous agreements between SCJ, CMI and POLYMER relating to the matters contained herein in the premises are hereby superseded and replaced by this Agreement. This Agreement shall not affect in any way the respective rights of the parties to enter into other contracts or business transactions between them with respect to property, goods, services or industrial property rights outside the scope of this Agreement. The parties further agree that this Agreement and the licenses granted hereunder by SCJ are indivisible, non-severable and strictly personal to CMI and POLYMER. SCJ has entered into this Agreement on the terms and conditions set forth herein based on an expectation of personal performance by CMI and POLYMER and in reliance on the maintenance of control of CMI and POLYMER, directly or indirectly, by the EXEMPT PERSONS. As a result, the parties agree that, except with respect to the right to sublicense and use contract manufacturers as expressly permitted hereunder, neither CMI nor POLYMER shall directly or indirectly including by operation of law, assign, delegate or otherwise transfer this Agreement, in whole or in part, or any rights, privileges, duties and obligations hereunder without the prior written consent of SCJ except as a result of or in connection with an event of the type described in Section 5(f) or Section 5(i) or otherwise as required by lenders or creditors under any MATERIAL INDEBTEDNESS (as defined in the SCJ-CMI LICENSE AGREEMENT). Any attempted assignment, delegation or transfer in violation of this Section shall be null and void and of no force or effect and shall give SCJ the right to terminate this Agreement immediately on written notice to CMI and POLYMER. Neither CMI nor POLYMER shall have the right to use this Agreement or the technology licensed hereunder as collateral or other security other than pursuant to any senior secured credit agreement pursuant to which CMI, POLYMER, NEWCO, HOLDCO or any of their AFFILIATES grants a security interest in all or substantially all of their assets. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin without regard to Wisconsin’s conflict of laws provisions. The section titles used in this Agreement are for reference purposes only and are not intended to add to, or limit or in any other way, change the meaning of the language of the Agreement.

11.   NOTICES TO PARTIES.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail,

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or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows:

If to SCJ:

S. C. Johnson & Son, Inc.

1525 Howe Street, MS 078

Racine, WI 53403-2236

Assistant to the President

Fax: (414) 260-3687

Copy to:

General Counsel

S. C. Johnson & Son, Inc.

1525 Howe Street, MS 077

Racine, WI 53403-2236

Fax: 414-260-4253

If to CMI:

S. C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI. 53177-0902

Attention: Vice President – Global Marketing

Fax: (414) 631-4149

Copy to:

General Counsel

S. C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI. 53177-0902

Fax: (414) 631-4249

If to POLYMER:

Johnson Polymer, Inc.

8310 16th Street

Sturtevant, WI. 53177-0902

Attention: President & Chief Operating Officer

Fax: (414) 631-4051

Copy to:

General Counsel

S. C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI. 53177-0902

Fax: (414) 631-4249

12.   WAIVER.    The failure of any party at any time to enforce any of the provisions of this Agreement or to exercise any right herein provided shall not be considered a waiver of such or any other provision or in any way affect the validity of this Agreement.

13.   SEVERABILITY.    It is hereby expressly agreed by all parties that no portion of this Agreement is intended to be in violation of any antitrust or other regulatory laws of the United States or of any other country which may at any time have jurisdiction over either party

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hereto or the Agreement itself. Should any portion of this Agreement constitute an agreement, combination, or conspiracy prohibited by any such law or be contrary to or in violation of any such law or be contrary to or in violation in any other manner of any such law, said portion shall be void and of no effect in the relevant jurisdiction(s). This Agreement shall be valid and remain in force in all other jurisdictions, and the remainder of this Agreement shall be valid and remain in force in the affected jurisdiction(s) notwithstanding the invalidity of such offending portion.

14.   COVENANT OF SECRECY.    The parties shall hold, and cause each of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers and packers to hold, in strict confidence, all information concerning the other parties furnished to it by the other parties or its representatives pursuant to this Agreement or otherwise in the possession of that party (“Confidential Information”), unless compelled to disclose such information by judicial or administrative process or, in the opinion of counsel, by other requirements of law (in which case the receiving party shall promptly notify the disclosing party so that the disclosing party may seek a protective or other appropriate remedy); and the receiving party shall not release or disclose such Confidential Information to any other person, except its sublicensees, contract manufacturers, packers, auditors, attorneys, financial advisors, bankers and other consultants and advisors who shall be bound by the provisions of this Section 14. For purposes of this Section 14, Confidential Information does not include information that is demonstrably developed independently by the receiving party or lawfully obtained from a third party without breach by any such third party of any confidentiality obligation to the disclosing party or information which is public except as a result of wrongful disclosure by the receiving party. The receiving party agrees that any breach of this Section 14 by the receiving party or any of its officers, employees, agents, consultants, advisors, sublicensees, contract manufacturers or packers shall cause irreparable injury to the disclosing party. The disclosing party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach, and, further, that the receiving party shall waive any requirement for the securing or posting of any bond in connection with any such remedy.

15.   DISPUTE RESOLUTION.

(a)  Any controversy or claim arising out of or relating to this Agreement and any modifications thereof, as well as any breaches thereof (a “Dispute”), shall first be referred to the Senior R&D Officer of all parties involved in the controversy, who will clarify and attempt to resolve the Dispute to the mutual satisfaction of the parties.

(b)  In the event the party representatives are unable to settle the Dispute through negotiation (other than any Disputes relating to RESTRICTED PRODUCTS or CHANNELS OF TRADE, or any Dispute not related to the technology licensed hereunder), the Dispute shall be referred to the CEO of the party who owns the technology at issue, who will have ultimate authority to resolve the Dispute as he sees fit. In the event the Dispute or controversy is over the ownership of a technology, the party disputing the ownership shall bear the burden of proving ownership and the Dispute shall be referred to the Board of Directors of SCJ who will have ultimate authority to resolve the Dispute as it sees fit. The parties agree to be bound by the final decision of the Board of Directors and agree not to challenge such decision in court or before any other judicial or administrative body.

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(c)  With respect to any other Dispute arising out of or relating to this Agreement, such dispute shall be resolved in accordance with the procedures set forth in Section 31 of the SCJ-CMI LICENSE AGREEMENT, which provisions are hereby incorporated by reference.

16.   SUBSIDIARIES AND AFFILIATES.    Reference to “SCJ”, “CMI” and “POLYMER” shall exclude their respective subsidiaries and AFFILIATES which have their principal headquarters or operation in the United States.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this Agreement as of the date given in the preamble of this Agreement.

S. C. JOHNSON & SON, INC.
By:	/s/    H. FISK JOHNSON
	H. Fisk Johnson Chairman

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior VP and CFO
JOHNSON POLYMER, INC.
By:	/s/    MICHAEL J. BAILEY
	Michael J. Bailey Senior Vice President and Chief Financial Officer

State of New York                          )

County of New York                       ) ss.

United States of North America     )

Personally came before me, this 3rd day of May, 2002, Michael J. Bailey,                      , and,                      ,                 , of S.C. JOHNSON COMMERCIAL MARKETS, INC., whom I know to be the persons who executed the preceding document, and whom I know to be the Senior Vice President and the Chief Financial Officer of said corporation, and I certify that they executed the preceding document as said executives of the corporation, in accordance with the laws of the same.

                                /s/     YAHAYRA REYES                                  Notary Public, State of New York My commission                                                                               YAHAYRA REYES NOTARY PUBLIC, State of New York No: 01RE6068711 Qualified in Westchester County Commission Expires January 14, 2006

State of New York                          )

County of New York                       ) ss.

United States of North America     )

Personally came before me, this 3rd day of May, 2002, Michael J. Bailey,                         , and                          ,                              , of JOHNSON POLYMER, INC., whom I know to be the persons who executed the preceding document, and whom I know to be the Chief Financial Officer and the Senior Vice President of said corporation, and I certify that they executed the preceding document as said executives of the corporation, in accordance with the laws of the same.

                          /s/    YAHAYRA  REYES                                    Notary Public, State of New York My commission                                                                            YAHAYRA REYES NOTARY PUBLIC, State of New York No: 01RE6068711 Qualified in Westchester County Commission Expires January 14, 2006

EX-10.12

Exhibit 10.12

EXECUTION COPY

OMNIBUS AMENDMENT OF LEASES

THIS OMNIBUS AMENDMENT OF LEASES (the “Amendment”) is made and entered into effective as of

the          day of November, 2001, by and among S. C. JOHNSON & SON, INC. (“Lessor”), JOHNSON POLYMER, INC. (“Polymer”) and S. C. JOHNSON COMMERCIAL MARKETS, INC. (“ CMI”; Polymer and CMI, collectively, “Lessees”).

WITNESSETH:

WHEREAS, Lessor is party to four (4) Lease Agreements dated as of July 3, 1999 (collectively, the “Leases”; each individually, a “Lease”), pursuant to which it leases certain demised premises and equipment, as described in the Leases, located within Lessor’s Waxdale plant facility in Mt. Pleasant, Wisconsin (the “Premises”); and

WHEREAS, Lessor and Lessees desire to amend the Leases as provided herein; and

WHEREAS, Lessor and CMI are parties to that certain Agreement dated the same date hereof, pursuant to which Lessor has granted CMI, inter alia, a license to use certain brands and technology in connection with CMI’s manufacture, marketing and sale of certain products in commercial sizes (“SCJ-CMI License Agreement”); and

WHEREAS, capitalized terms used but not defined herein shall have the meanings given to them in the Leases; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessees hereby agree to amend the Leases in the following respects only:

1.    References to Amended Agreements.    For purposes of the Leases, the terms “Environmental Agreement,” “Technology Disclosure and License Agreement,” “SCJ-CMI License Agreement,” and any other agreements referred to by reference in the Leases shall include reference to any and all amendments to or restatements of such agreements, including, without limitation, those certain restatements of the Technology Disclosure and License Agreement and the SCJ-CMI License Agreement of even date herewith.

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2.    Lessor Termination Rights.

(a) Notwithstanding anything to the contrary contained in (i) that certain Lease between Lessor and CMI demising a portion of Building 65 within the Premises (“Lease No. 1”) and (ii) that certain Lease between Lessor and Polymer demising Buildings 52, 53, 54, 66, 66A, 70, 71, 72 and the Nitrogen Plant within the Premises (“Lease No. 2”) (such Leases, the “Long Term Leases”), Lessor shall have the right, in Lessor’s sole and absolute discretion, to terminate either or both of the Long Term Leases at any time during the Lease Terms thereof (as extended or renewed), provided:

(i)    The SCJ-CMI License Agreement and/or Technology Disclosure and License Agreement is terminated pursuant to the terms thereof; and

(ii)    Lessor provides the applicable Lessee(s) with at least eighteen (18) months prior written notice (with respect to Lease No. 1) and/or at least thirty (30) months prior written notice (with respect to Lease No. 2) of its desire to so terminate the applicable Long Term Lease(s); or

(iii)    Lessor provides the applicable Lessee(s) with at least thirty (30) days prior written notice of its desire to so terminate the applicable Long Term Lease(s) and agrees to act as a contract manufacturer for such Lessee(s), with respect to the products manufactured, packaged and produced by such Lessee(s) at the applicable Premises, for a period of eighteen (18) months following the delivery of such notice (with respect to Lease No. 1) and a period of thirty (30) months (with respect to Lease No. 2), pursuant to written manufacturing agreements to be entered into between the parties (“Manufacturing Agreements”). Lessee(s) hereby agree, which agreement shall be set forth in the relevant Manufacturing Agreements, that: (A) Lessee(s) shall allow Lessor to use all equipment located on the applicable Premises to the extent required for Lessor to perform its obligations thereunder; (B) Lessee(s) shall lease all employees of Lessee(s) then working on the applicable Premises to Lessor to the extent required for Lessor to perform its obligations thereunder; (C) Lessee(s) shall grant or obtain for Lessor all rights necessary for Lessor to manufacture any products which are then currently manufactured, or proposed to be manufactured, at the applicable Premises, including intellectual property rights related to the manufacture, production, packaging and distribution of CMI and Polymer products to the extent required for Lessor to perform such activities in the same manner as the Lessee(s) prior to the termination of such Leases; and (D) Lessee(s) shall pay for all expenses associated with such equipment, employees and the granting or obtaining of intellectual property rights and indemnify, save and hold Lessor harmless from and against all costs, expenses, losses, claims, damages, and liabilities

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associated therewith, including, without limitation, reasonable attorney fees and expenses. The Manufacturing Agreements shall also contain such additional terms and conditions as are reasonably acceptable to Lessor and such Lessee(s) (taking into account the types of commercially reasonable terms and conditions typically contained in such agreements)

(b)    Notwithstanding anything to the contrary contained in (i) that certain Lease between Lessor and CMI demising Buildings 59 and 63 (along with certain equipment located therein) within the Premises and (ii) that certain Lease between Lessor and Polymer demising Buildings 50, 57 and 59 within the Premises (such Leases, the “Short Term Leases”), Lessor shall have the right, in Lessor’s sole and absolute discretion, to terminate either or both of the Short Term Leases at any time during the Lease Terms thereof (as extended or renewed), provided:

(i)    The SCJ-CMI License Agreement and/or Technology Disclosure and License Agreement is terminated pursuant to the terms thereof; and

(ii)    Lessor provides the applicable Lessee(s) with at least six (6) months prior written notice of its desire to so terminate the applicable Short Term Lease(s); or

(iii)    Lessor (A) provides the applicable Lessee(s) with at least thirty (30) days prior written notice of its desire to so terminate the applicable Short Term Lease(s); and (B) agrees to act as a contract manufacturer for such Lessee(s), with respect to the products produced by such Lessee(s) at the applicable Premises, for a period of six (6) months following the delivery of such notice, pursuant to Manufacturing Agreements which shall contain the terms and conditions set forth in clause (a)(iii) above (other than the eighteen (18) or thirty (30) month term, as applicable).

(c)    Upon the exercise of such termination right by Lessor with respect to the Long Term Leases, Short Term Leases, or both, Lessee(s) shall be required, following the expiration of the applicable notice periods, to vacate the Premises on the terms and conditions specified in the Leases.

(d)    The eighteen (18) month, thirty (30) month, and six (6) month prior notice periods specified in clauses (a)(ii) and (b)(ii) above shall have no effect on Lessor’s immediate right to terminate the Long Term Leases or Short Term Leases in the event of the applicable Lessee(s)’ default under Section 27(a) of the Leases (as amended by this Amendment). In addition, in the event of any such default by the applicable Lessee(s), Lessor shall also have the immediate right to terminate any Manufacturing Agreement then in effect with respect to the products manufactured at the applicable premises.

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(e)    Lessor shall also have the right, but not the obligation, during the eighteen (18) month and thirty (30) month prior notice periods specified in clause (a)(ii) above and the six (6) month prior notice period specified in clause (b)(ii) above, to construct the improvements and undertake the activities set forth in Exhibit A hereto in anticipation of a possible Successor Lessee (as defined in Section 5 of this Amendment) occupying the Premises. Lessor or Lessee (as applicable) shall bear all costs and expenses related thereto in the manner specified in Section 5 below and Exhibit A.

3 .    Amended and Additional Events of Default.    Section 27(a)(ii) of the Leases is hereby deleted in its entirety and replaced with the following:

“(ii)    The occurrence of any of the following:

(A)    If Lessee shall commence or institute any case, proceeding or other action (1) seeking relief on its behalf as debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors or (2) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or

(B)    If Lessee shall make a general assignment for the benefit of creditors; or

(C)    If any case, proceeding or other action shall be commenced or instituted against Lessee (1) seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future laws of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors or (2) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, which in either of such cases (a) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having a similar effect or (b) remains undismissed for a period of sixty (60) days; or

(D)    If any case, proceeding or other action shall be commenced or instituted against Lessee seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which

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shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or

(E)    If Lessee shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the events set forth in clauses (A), (B), (C) or (D) above; or

(F)    If a trustee, receiver or other custodian is appointed for any substantial part of the assets of Lessee which appointment is not vacated or stayed within thirty (30) days.”

4.    Bankruptcy of Lessees.    The following is hereby added as an additional section to the Leases:

“Bankruptcy of Lessees.    If, following the filing of a motion or petition by or against Lessee in a bankruptcy court, Lessor shall not be permitted to terminate this Lease as herein provided because of the provisions of Title 11 of the United States Code relating to Bankruptcy, as amended (the “Bankruptcy Code”), then Lessee (other than Lessee as a “Debtor-in-Possession” but only so long as the Lessee continues to be controlled by the Exempt Persons as defined in that certain Distribution Agreement among Lessor, CMI and Polymer) and any trustee for Lessee agree to promptly, but no later than sixty (60) days after motion or petition by Lessor to the bankruptcy court, assume or reject this Lease, and Lessee agrees not to seek or request any extension or adjournment of any motion or petition to assume or reject this Lease by Lessor with such court. Such Lessee’s, or the trustee’s, failure to assume this Lease within said sixty (60) day period shall be deemed a rejection. Lessor shall thereupon immediately be entitled to possession of the Premises and any applicable leased Equipment without further obligation to Lessee or the trustee, and this Lease shall be terminated, except that Lessor’s right to damages for Lessee’s default shall survive such termination.

Lessee (including Lessee as a “Debtor in Possession”) or any trustee for Lessee may only assume this Lease if (i) it cures or provides adequate assurance that the trustee will promptly cure any default hereunder, (ii) it compensates or provides adequate assurance that the Lessee will promptly compensate Lessor for any actual pecuniary loss to Lessor resulting from Lessee’s default, and (iii) it provides adequate assurance of future performance under this Lease by Lessee. In no event after the assumption of this Lease by Lessee (other than Lessee as a “Debtor-in-Possession” but only so long as the Lessee continues to be controlled by the Exempt Persons as defined in that certain Distribution Agreement) or any trustee for Lessee shall any then-existing default remain uncured for a period in excess of ten (10) days.”

5 ..    Successor Lessees.    The following is hereby added as an additional section to the Leases:

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“Successor Lessees.    Lessor, Polymer and CMI acknowledge that, as a result of their similar ownership and other close affiliations, the Premises have been leased to Polymer and CMI pursuant to the terms of the Leases (i) without a number of security and operational improvements which would otherwise be required to be constructed if the Premises were leased to unrelated third parties and (ii) on the basis of sharing a number of common services and building and property systems which would otherwise be required to be physically divided and provided for on a separate basis if the Premises were leased to unrelated third parties. Therefore, in the event any person or entity other than Polymer or CMI (except for Polymer or CMI as a “Debtor-in-Possession” but only so long as Polymer or CMI, as the case may be, continues to be controlled by the Exempt Persons as defined in that certain Distribution Agreement) becomes a lessee under any of the Leases or Polymer or CMI undergo a Change in Control, whether as a result of the occurrence of any of the events set forth in Section 27(a)(ii) of the Leases (as amended by this Amendment) or otherwise (any such person or entity or Polymer or CMI, following a Change in Control, a “Successor Lessee”), then (a) Lessor shall have the right, but not the obligation, to construct the improvements and undertake the activities set forth in Exhibit A hereto (and, in that event and notwithstanding any other provision in the Leases or any cost sharing agreement between Lessor, CMI and/or Polymer, the Lessor or Successor Lessee (as applicable) shall bear all costs and expenses related thereto in the manner specified in Exhibit A); and (b) any such Successor Lessee shall be required to comply with such reasonable additional rules and regulations promulgated by Lessor, including, without limitation, the requirement that any non-employee visitors of Successor Lessee to the Premises execute a visitor agreement in form and substance reasonably satisfactory to Lessor. Nothing in this section shall be deemed to be a consent to the assignment of the Leases by Polymer or CMI or otherwise be deemed to be a modification of the assignment or change in control restrictions binding Polymer and CMI under the terms of the Leases.”

6 .    Section 4 of Lease No. 2.    The last sentence of Lease No. 2 is hereby amended to read as follows:

“Upon termination of this Lease for any reason, other than for Lessor’s breach or if Lessor gives Lessee 24 months termination notice as described above, Lessee shall pay Lessor an accord, satisfaction and settlement for the clean up, reconditioning, redevelopment and restoration of the Facility, in an amount equal to the then-current net book value of the Facility within 60 days after the termination of this Lease; provided, however, this Section 4 shall in no event create any obligation on the part of Lessor to actually clean up, recondition, redevelop or restore the Facility.”

7.    Power and Authority of Parties.    Each party hereby represents and warrants that it has the power and authority to enter into this Amendment. The person executing this Amendment on behalf of each party hereby represents and warrants that he/she has been duly authorized to execute this Amendment for and on behalf of such party.

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8.    Leases in Full Force and Effect.    Except as herein provided, all of the terms and provisions of the Leases shall remain unmodified and in full force and effect, and, as modified hereby, the Leases are hereby ratified and confirmed in all respects.

9.    Counterparts.    This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same Amendment.

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the day and year first written above.

LESSOR:

S.C. JOHNSON & SON, INC.
By:	/s/    DAVID HECKER
Name:
Its:

LESSEES:

JOHNSON POLYMER, INC.
By:	/s/      KEES VERHAAR
Name:
Its:

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    MICHAEL J. BAILEY
Name:
Its:

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EX-10.13

Exhibit 10.13

EXECUTION COPY

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

LEASE AGREEMENT BETWEEN

S. C. JOHNSON & SON, INC.

AND

S. C. JOHNSON COMMERCIAL MARKETS, INC.

TABLE OF CONTENTS

Section		Page
1.	BASIC TERMS	1
2.	DEMISE OF PREMISES	2
3.	OPTION TO EXPAND	2
4.	LEASE TERM	2
5.	RENEWAL	2
6.	USE	3
7.	RENTALS	3
8.	CONDITION OF PREMISES	6
9.	REPAIRS AND MAINTENANCE	6
10.	IMPROVEMENTS	8
11.	SIGNS	9
12.	UTILITIES AND BUILDING SYSTEMS	9
13.	INTENTIONALLY OMITTED	9
14.	INSURANCE	9
15.	COMPLIANCE WITH LAWS	11
16.	ENVIRONMENTAL MATTERS	12
17.	INDEMNIFICATION	16
18.	LESSEE’S RESPONSIBILITIES	17
19.	DAMAGES OR DESTRUCTION	18
20.	CONDEMNATION	20
21.	INSPECTION	20

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22.	QUIET ENJOYMENT	20
23.	FORCE MAJEURE	20
24.	MORTGAGE AND SUBORDINATION	21
25.	ESTOPPEL CERTIFICATE	21
26.	ASSIGNMENT AND SUBLETTING	21
27.	DEFAULT AND REMEDIES	22
28.	LESSOR’S RIGHT TO CURE	24
29.	CHANGE IN CONTROL	24
30.	ADDITIONAL RIGHTS RESERVED TO LESSOR	24
31.	NOTICES	24
32.	INTENTIONALLY OMITTED	25
33.	HOLDING OVER	25
34.	WAIVER AND AMENDMENT	25
35.	RELATIONSHIP OF PARTIES	25
36.	DISPUTE RESOLUTION	26
37.	SEVERABILITY	26
38.	NO STRICT CONSTRUCTION	26
39.	ENTIRE AGREEMENT	26
40.	GOVERNING LAW	26
41.	INTERPRETATION	26
42.	COUNTERPARTS	27
43.	LESSEE’S REPRESENTATIONS TO AUTHORITY	27
44.	BROKERS	27

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EXHIBITS

Exhibit A	Description of the Premises
Exhibit B	1999/00 Occupancy and Shared Services Charges-Professional
Exhibit C	Description of Items Included in the Basic Charge

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LEASE AGREEMENT

Site:	A portion of Building 65 at the Lessor’s Waxdale Plant located in Mt. Pleasant, Wisconsin.
Date:	July 3, 1999
Lessor:	S. C. JOHNSON & SON, INC.
Address:	1525 Howe Street Racine, Wisconsin 53403-2236
Lessee:	S. C. JOHNSON COMMERCIAL MARKETS, INC.
Address:	8310 16th Street P.O. Box 0902 Sturtevant, Wisconsin 53177-0902

THIS LEASE is made effective July 3, 1999, by and between S. C. Johnson & Son, Inc. (“Lessor”), and S. C. Johnson Commercial Markets, Inc. (“Lessee”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Basic Terms :    The following terms shall have the meaning set forth in this Section unless specifically modified by other provisions of this Lease:

(a) Facility:    Portion of Building 65 shown on Exhibit A.

(b) Total Facility Square Footage:    160,152 square feet.

(c) Lease Term:    10 years commencing July 3, 1999.

(d) Commencement Date:    July 3, 1999.

(e) Termination Date:    July 2, 2009

(f) Rent for Fiscal Year 99/00:    See Exhibit B.

(g) Permitted Use:    Manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office.

(h) Security Deposit:    None.

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(i) Guarantor:    None.

(j)     Exhibits:	A-Description of the Premises
	B-Description of all Rental Rates, Central Pool Costs and Utility Charges for 99/00
	C-Description of Items included in the Basic Charge

2. Demise of Premises .    Lessor hereby lets and demises to Lessee and Lessee hereby rents from Lessor

the building(s) or portions thereof more particularly described on Exhibit A attached hereto, together with the fixtures and any other improvements thereto (the “Facility”) and all rights appurtenant thereto and owned by Lessor together with full rights of ingress and egress to and from the premises and the right to use access roads, parking lots and other agreed upon common areas (collectively the “Premises”), subject to the terms and conditions set forth below.

3. Option to Expand .    Lessee may request Lessor to expand the demised Premises into additional spaces/buildings/land. Lessor may, at its sole discretion, agree to allow Lessee to expand into such additional spaces/buildings/land. If Lessor agrees to allow Lessee to expand, Lessor shall provide to Lessee, in writing, a description of the proposed additional spaces/buildings/land and the rental rates and other fees to be paid by Lessee for such additional spaces/buildings/land. If Lessee accepts the description and the rates/fees, the demised Premises under this Lease shall be expanded to include such additional spaces/buildings/land as agreed. The terms and conditions of this Lease shall also apply to the additional spaces/buildings/land.

4. Lease Term .    The Lease Term shall commence on July 3, 1999 and end on July 2, 2009 unless renewed or earlier terminated as provided herein. Lessor may terminate this Lease upon 24 months written notice prior to the end of the initial Lease Term or at any time during any Renewal Term. Lessee may terminate this Lease upon 12 months written notice prior to the end of the initial Lease Term or at any time during any Renewal Term.

5. Renewal .

(a) Subject to the terms and conditions set forth in this Section 5, the Lease Term shall automatically be renewed for an indefinite number of consecutive five year periods (the “Renewal Term”) subject to the early termination provisions described in this Agreement; provided that Lessor has not given Lessee notice of default under any of the terms, covenants or conditions of the Lease on or before the date of the start of such Renewal Term and such default is not cured within the applicable cure period.

(b) Each Renewal Term shall be upon the same terms, covenants and conditions contained in this Lease, except for the amount of Rent payable during the

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Renewal Term(s), which shall be adjusted as set out in subsection (c) below. Any reference in the Lease to the Lease Terms shall be deemed to include the Renewal Term(s) and apply thereto, unless it is expressly provided otherwise. Any termination of this Lease during the Lease Term shall terminate all rights under this Section.

(c) Lessor shall have the option of continuing the then-current rental methodology for the Renewal Term(s) or having Lessor and Lessee enter into good faith negotiations to develop a mutually acceptable alternative rental methodology. In the event Lessor does not desire to continue the then-current methodology and the parties do not reach agreement respecting an alternative rental methodology, Lessor shall engage an independent third party real estate management firm to determine the fair market rental value of the Premises. Lessor shall give Lessee notice of any changes in the rental rates based on this subsection (c), if at all, no later than 7 full calendar months prior to the expiration of the Lease Term or any Renewal Term and such changes shall be effective the first day of the succeeding Renewal Term.

6. Use .    During the entire Lease Term, the Premises shall be leased, used and occupied by Lessee for manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office use in accordance with all applicable governmental laws and regulations, and for no other purpose without the prior written consent of Lessor, which shall not be unreasonably withheld or delayed.

7. Rentals.

(a) As and for rental of the Premises during the fiscal year 99/00, the rental rates, Central Pool Costs, wastes and utility charges, along with other rental charges shall be determined in accordance with Exhibit B which amounts will be trued-up in accordance with past practice. Exhibit B shows the total rent due for fiscal year 99/00 under both of the Leases between Lessor and Lessee of even date herewith.

(b) Total Annual Rent of the Premises for each fiscal year thereafter shall be equal to (1) the (Basic Charge plus the CPI Adjustment) multiplied by the Total Facility Square Footage, plus (2) the Return on Capital. Lessor shall invoice Lessee monthly for  ¹/12th of the total annual Rent.

(i) The Basic Charge for fiscal year 00/01 shall be [**] per square footage of the total Facility. The Basic Charge may be adjusted as described below:

Exhibit C describes the items that make up the Basic Charge. If Lessor’s total Waxdale per square foot costs of the items making up the Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) differs from time to time by 5% or more from the then

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current Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) as adjusted by the CPI Adjustment (as described below) then the Basic Charge shall be adjusted to reflect Lessor’s actual cost increase or decrease effective as of the beginning of the succeeding fiscal year.

The taxes portion of the Basic Charge calculation shall not include Improvements made by Lessor, after the Commencement Date, to portions of Waxdale that are dedicated solely to Lessor.

(ii) The CPI Adjustment shall be equal to:

Current CPI Amount ÷ Base CPI Amount X Basic Charge

(A) “CPI” shall mean the Consumer Price Index, all Urban Consumers, U.S. City Average (1982-84 = 100), published by the Bureau of Labor Statistics of the U.S. Department of Labor.

(B) “Base CPI Amount” shall mean the CPI for the month of January, 1999.

(C) “Current CPI Amount” shall mean the CPI for the month of January of the current calendar year.

(D) An example of the calculation of the CPI Adjustment payable under this Section is as follows:

CPI Adjustment for 00/01 — Suppose the Base CPI is 120 (CPI for January 1999) and the Current CPI is 125 (CPI for January 2000); the Current CPI amount of 125 is divided by the Base CPI Amount of 120 yielding a quotient of 4.17%, which is then multiplied by [**] (the initial Basic Charge for 00/01) yielding a CPI Adjustment figure for 00/01 of [**].

CPI Adjustment for 01/02 — Suppose the Current CPI is 127 (CPI for January 2001); the Current CPI amount of 127 is divided by the Base CPI Amount of 120 yielding a quotient of 5.83%, which is then multiplied by the Basic Charge (assume it is still [**]) yielding a CPI Adjustment figure for 01/02 of [**].

(iii) The Return on Capital shall be equal to Lessee’s proportional share of the net book value of the entire shared building containing the Facility as of the first day of January immediately preceding the commencement of the fiscal year of adjustment multiplied by 10%.

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(A) Lessee’s proportional share shall be determined by taking Lessee’s square footage of the entire shared building and dividing by the total square footage of the shared building.

Suppose Lessee’s square footage is equal to 30,000 square feet and the total square footage is equal to 100,000 square feet. Lessee’s proportional share is 30%.

(B) An example of the calculation of the Return on Capital payable under this Section is as follows:

Return on Capital for 00/01 — Suppose the net book value of the entire shared building containing the Facility as of January 1, 2000 is $900,000; multiply $900,000 by 30% to get Lessee’s proportional share of the net book value; then multiply by 10% yielding a Return on Capital figure for 00/01 of $27,000.

(c) Lessee shall also pay the following variable expenses:

(i) Solid Waste Management, Wastewater Treatment and the Powerhouse — Lessor shall annually budget these items for the entire Waxdale complex and shall include Lessee’s use of the Facility in such annual budget. Lessor shall invoice Lessee monthly for  ¹/12 of the budgeted amount attributable to the Facility. Lessor shall not do a year-end adjustment of these expenses.

(ii) Utilities, Trash Hauling, Off-Site Waste Hauling and Treatment and Sewer Bills —

(A) If such items are separately metered or separately measured and billed, Lessee shall pay directly to the utility or service provider, all charges related to the Facility when due at the prevailing rate. For those items that are separately metered or separately measured and billed and not paid by Lessee directly to the utility or service provider, Lessor shall invoice Lessee monthly.

(B) If not separately metered or separately measured and billed, Lessee will pay a pro rata share of such items for the Waxdale complex based on a methodology which allocates such expenses based on specific types of usage of occupied space available at the Waxdale complex or based on specific levels of use. Specific types of occupied space available at Waxdale include Production, Warehouse, and Office. Lessee’s share of such expenses shall be based on the ratio of the specific type of square footage occupied

5

by Lessee to the total square footage of that same specific type of occupied space available at Waxdale. Each type of occupied space at Waxdale shall be allocated costs based on a reasonable allocation determined by Lessor.

For those items that are not separately metered or separately measured and billed, Lessor shall annually budget for such items and shall invoice Lessee monthly for  ¹/12 of the budgeted amount. Lessor shall do a year-end adjustment reflecting the actual amount of each of these items for the Waxdale complex and allocating such actual expenses in the same manner as described in the preceding paragraph.

(d) Invoices for rent shall be issued following the period to which they relate and payment of all invoices shall be net 30 days.

8. Conditions of Premises .    LESSOR IS LEASING THE PREMISES TO LESSEE “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY, AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY OBLIGATION TO ALTER, REMODEL, IMPROVE, REPAIR, DECORATE OR CLEAN ANY PART OF THE PREMISES. Lessee’s taking possession of any portion of the Premises shall be conclusive evidence that the Premises were in good order, repair and condition.

9. Repairs and Maintenance.

(a) Lessee shall keep and maintain, repair and, when necessary, replace the interior and non-structural portions of the Facility in good, substantial and sufficient condition, repair and order, normal wear and tear expected. Where possible, Lessee shall use Lessor’s employees or contractors to perform all repairs, maintenance and replacements. Upon expiration or earlier termination of this Lease, Lessee shall surrender the Premises to Lessor in good condition and repair, normal wear and tear damage from fire or other casualty only excepted.

(b) Lessor shall keep and maintain, repair and, when necessary, replace the Premises including, but not limited to building systems, roadways, and utilities (other than those portions of the Premises that Lessee is responsible for as described in subsection (a) above) in good, substantial and sufficient condition, repair, and order.

(i) If such maintenance, repairs and replacements are to dedicated (i.e. Lessee is the sole user/occupier) buildings or systems or to dedicated portions of

6

the buildings or systems, then Lessee shall pay all of the cost of the maintenance, repairs and replacements.

(ii) If such maintenance, repairs and replacements are to shared (i.e. Lessee and Lessor both use/occupy) buildings or systems or to shared portions of the buildings or systems, then Lessee shall pay its proportionate share of the cost of the maintenance repairs and replacements, determined by taking Lessee’s square footage of such shared building and dividing by the total square footage of the shared building being repaired, maintained or replaced.

(iii) If such maintenance, repairs and replacements are to Waxdale infrastructure (including locker rooms, guardhouse, roadways, sewers, parking lots, main aisles, outside lighting, fences, paging systems, cafeteria and other common systems outside of the footprint of the Facility), then Lessee shall pay its proportionate share of the cost of the maintenance, repairs and replacements, determined by taking the Facility Square Footage and dividing by total usable building square footage at Waxdale.

(iv) All other maintenance, repairs and replacements described in this subsection shall be paid for by Lessor.

(v) Notwithstanding the foregoing, all repairs, maintenance and replacements that are necessitated by the negligence or intentional misconduct of either Party or its employees, agents, or contractors, shall be made by (and paid for) solely by such Party.

(vi) Lessor shall determine, in its reasonable discretion, whether repairs, maintenance and replacements are dedicated, shared, Waxdale infrastructure or Lessor’s under the subsections above.

(vii) Lessor may invoice Lessee for the repairs, maintenance and replacements upon the occurrence of such repairs, maintenance and replacements. Alternatively, Lessor, in its sole discretion, may annually budget for such items and invoice Lessee monthly for  ¹/12 of the budgeted amount and Lessor shall do a year-end adjustment reflecting the actual amount of repairs, maintenance and replacements performed. Payment of all invoices shall be net 30 days.

(c) Lessor shall be responsible for all landscaping and lawn maintenance, repair and replacement, including, without limitation, all snow and ice removal from all driveways, parking areas and sidewalks on or adjacent to the Premises and the expenses for such are a component of the Basic Charge.

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10. Improvements.

(a) Lessee shall not make any improvements or alterations to the Premises, including additions or deletions of equipment or other fixtures (“Improvements”) without in each instance submitting plans and specifications for Improvements to Lessor and obtaining Lessor’s prior written consent. Lessor may withhold consent in its sole discretion and may impose any conditions it chooses on such consent. At Lessor’s option, Lessor’s employees or contractors shall perform the work on Improvements. Lessee shall pay the cost of all Improvements. Lessee shall pay all taxes applicable to such Improvements.

(b) All Improvements now a part of the Premises, or hereafter constructed in the Premises by either Lessor or Lessee, shall become Lessor’s property upon installation, except for fixtures and equipment which Lessee can remove without undue harm to the Premises and that Lessor requires Lessee to remove at Lessee’s cost upon expiration or earlier termination of this Lease. Such items shall remain the property of Lessee.

(i) The Parties acknowledge that Lessee has installed certain Improvements prior to the Commencement Date of this Lease. Title to all such Improvements shall automatically be transferred to Lessor upon the Commencement Date; provided, however, that Lessee shall continue paying all applicable taxes on such Improvements throughout the term of this Lease.

(c) The following requirements shall apply to all Improvements:

(i) Prior to commencement, Lessee shall furnish to Lessor building permits, environmental permits, certificates of insurance satisfactory to Lessor, and, at Lessor’s request, a notice of commencement;

(ii) Lessee shall perform all work related to Improvements so as to maintain peace and harmony among other contractors serving the Premises and shall avoid interference with other work to be performed or services to be rendered in the Premises;

(iii) The work on Improvements shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable laws, ordinances and regulations;

(iv) Lessee shall permit Lessor, at Lessor’s option, to supervise all work on Improvements; and

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(v) Upon completion, Lessee shall furnish Lessor with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials.

11. Signs .    Lessee shall have the right to install or erect on the Facility or to affix to any building that is part of the Facility such signs as it may deem necessary or appropriate to advertise its name and business, subject to requirements of law and subject to Lessor’s prior written consent. Said signs shall remain Lessee’s personal property and be removed (and the Premises restored, if necessary) as set forth above. Lessee shall be responsible for obtaining any approvals required for signage.

12. Utilities and Building Systems.

(a) Except for nitrogen generation after the termination of Johnson Polymer, Inc.’s lease for production of nitrogen in 2001, Lessor shall provide all utilities and building systems to the Premises in substantially the same manner as provided on the Commencement Date of this Lease. After the termination of the nitrogen lease, Lessor shall be responsible for nitrogen generation.

(b) No interruption of utilities or building systems caused by repairs, replacements, or alterations to a utility or building system or, by any other cause beyond the reasonable control of Lessor, shall be deemed an eviction or disturbance of Lessee’s possession of any part of the Premises, or render Lessor liable to Lessee, or otherwise affect the rights and obligations of Lessor and Lessee under this Lease.

(c) In no event will Lessor be responsible for or liable to Lessee for any claims attributed to Lessor’s performance of providing utilities or building systems to the Premises. A utility company providing utility service to the Premises, and its employees and agents, shall not be considered agents of Lessor.

13. Intentionally Omitted.

14. Insurance.    In the event Lessor and Lessee cease being covered under common insurance policy, they agree the following insurance terms shall apply:

(a) Liability Insurance of Lessee.

(i) Lessee shall maintain at its own expense the following types and amounts of insurance in addition to such other insurance as Lessor may reasonably require from time to time: comprehensive public liability and property damage insurance, against bodily injury liability and property damage

9

liability, including, without limitation, any liability arising out of the ownership, maintenance, repair, condition or operation of the Premises or adjoining ways, streets, parking areas, or sidewalks. Such insurance policy or policies shall contain a “severability of interest” clause or endorsement that precludes the insurer from denying the claim of either Lessee or Lessor because of the negligence or other acts of the other. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably require from time to time.

(ii) All insurance policies shall: (A) be endorsed to protect Lessor and Lessee, as their respective interests may appear; (B) be obtained by Lessee under valid, and enforceable standard form policies issued by responsible insurance companies licensed to do business in the State of Wisconsin and reasonably acceptable to Lessor; (C) provide for a waiver of subrogation by the insurer as to claims against Lessor, its officers, directors, employees, and agents; (D) provide that such insurance cannot be unreasonably canceled, invalidated, or suspended on account of the conduct of Lessee, its officers, directors, employees, or agents; (E) provided that any “no other insurance” clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and that the insurance policy shall not be brought into contribution with insurance maintained by Lessor; and (F) provide that the policy of insurance shall not be terminated, canceled, or substantially modified without at least 30 days’ prior written notice to Lessor.

(iii) Lessee shall provide to Lessor and to any lender designated by Lessor certificates of insurance or copies of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times during the Lease Term and that premiums due thereunder have been paid. If Lessee shall not have done so within 15 days after written notice from Lessor, Lessor shall have the right to take any action or make any payment required to continue coverage as required by this Lease and Lessee hereby covenants to reimburse and hold Lessor harmless for the cost of any such action or payment if Lessor is not provided with such evidence of insurance within such 15 day period.

(b) Property and Liability Insurance of Lessor.

(i) Lessor shall maintain at Lessee’s expense during the Lease Term extended coverage insurance against loss, damage, or destruction by fire and other casualty, including earthquake, theft, vandalism and malicious mischief, boiler explosion (if there is any boiler upon the Premises), sprinkler damage

10

(if the Premises has a sprinkler system), all matters covered by a standard extended coverage endorsement, and such other risks as Lessor reasonably may require, insuring the Premises and all improvements thereon for not less than their full insurable value on a replacement cost basis.

(ii)  Lessor shall maintain during the Lease Term comprehensive general liability insurance covering, without limitation, any liability arising out of the ownership, maintenance, repair, condition, or operation of the Premises or adjoining ways, streets, parking areas or sidewalks. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably desire from time to time.

(iii)  All insurance policies shall (A) be endorsed to protect Lessor and Lessee, as their respective interests may appear, (B) be obtained by Lessor under valid and enforceable standard policies issued by responsible insurance companies licensed to do business in the State of Wisconsin, and (C) provide for a waiver of subrogation by the insurer as to claims against Lessee, its officers, directors, employees, and agents.

(iv)  The cost of all insurance obtained by Lessor hereunder shall be reimbursed by Lessee within 10 days after receipt of an invoice therefor from Lessor.

(v)  Lessor and Lessee hereby waive any and all claims against each other for damage to or destruction of any improvements upon the Premises (whether or not resulting from the negligence of the other Party) that are paid by insurance, which Lessor carries pursuant to this Lease.

15.   Compliance with Laws.    Except with respect to environmental matters which are dealt with in Section 16, Lessee shall, at its sole cost and expense, comply with any and all laws, statutes, ordinances, regulations, and restrictions and easements of record, now or hereafter in force, applicable to the occupancy, use or operation of the Premises or, (subject to Lessor’s obligations under Section 9) to the making of repairs thereto, or of changes, alterations, or improvements thereto. Lessee, its agents, employees and business invitees shall abide by all rules policies, procedures, guidelines and regulations, including health, safety and environment rules reasonably imposed by Lessor. Except with respect to environmental matters which are dealt with in Section 16, Lessee also covenants to comply, at its sole cost and expense, with any and all rules and regulations applicable to the Premises issued by insurance companies writing policies covering the Premises.

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16.   Environmental Matters.

DEFINITIONS

(a)  “Environmental Laws” means any or all of the following: present or hereinafter enacted applicable federal, state, local and foreign laws (common or otherwise), regulations, statutes, ordinances, rules, orders, judgments and other legal requirements relating to pollution or protection of the environment, natural resources, or human or public health and safety, as amended or supplemented.

(b)  “Hazardous Materials” means any hazardous substance, pollutant, contaminant, waste, by-product, constituent, or material as to which liability or standards of conduct can be imposed pursuant to any Environmental Laws.

(c)  “Hazardous Wastes” shall have the meaning set forth in the Resource Conservation and Recovery Act or applicable analogous state law.

(d)  “Manage” or “Management”, with respect to Hazardous Materials, means to generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of or abandon Hazardous Materials.

(e)  “Permits” means all permits, authorizations, approvals, registrations, licenses, certificates or variances granted by or obtained from any federal, state, local or foreign governmental, administrative or regulatory authority.

(f)  “Release” or “Released” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing of Hazardous Materials into the environment, as “environment” is defined in The Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (“CERCLA”), other than “federally permitted releases” as that term is defined in Section 101(10) of CERCLA.

(g)  “Response”, “Response Activity” or “Respond” means action taken to correct, remove, remediate, clean up, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material.

LESSEE’S RESPONSIBILITIES

(h)  With respect to Lessee’s occupancy, use and operations on the Premises, Lessee shall comply, at its sole cost, in all respects with all Environmental Laws, Permit requirements and applications relating to the Environment Laws (including without limitation the Title V Permit Application submitted to the Wisconsin

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Department of Natural Resources (“WDNR”) on March 2, 1995), affecting Lessee’s occupancy, use, and operations on the Premises. Lessee shall be responsible for any actions, including without limitation, notifications, fees, filings or penalties, required, assessed or imposed under Environmental Laws and Permits and applications relating to the Environmental Laws, as a result of Lessee’s occupancy, use and operations on the Premises.

(i)  Lessee shall immediately notify Lessor, and shall provide Lessor with copies of, any correspondence or communication to or from any governmental entity regarding the application of Environmental Laws to the Premises or Lessee’s occupancy, use or operations on the Premises, or any change in Lessee’s occupancy, use or operations on the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws or any Permits and applications relating to the Environmental Laws.

(j)  Lessee shall request and receive prior written approval from Lessor before Lessee may increase, change or modify Releases at the Facility, or construct, reconstruct, replace or relocate any Releases sources at the Facility, in any manner that will have, or may potentially have, an impact on the allowable Releases of Lessor or any of Lessor’s other Lessees under applicable Environmental Laws. Such impacts include without limitation Permit limits, the need to obtain new or modified Permits, Release limitations, operational or materials usage limitations, or Release controls imposed upon Lessor or any of Lessor’s other Lessees.

(k)  Lessee shall promptly notify Lessor of any issues of noncompliance related to Releases at Lessee’s Facility (whether asserted by a third party or discovered by Lessee), and any pending or contemplated modifications or changes to Lessee’s operations that may impact Lessor’s, or any of Lessor’s other Lessee’s obligations or rights under Environmental Laws relating to Releases.

(l)  Lessee shall maintain sufficient and accurate records required under any Permits, applications or Environmental Laws and shall allow Lessor to review such documents at reasonable times.

(m)  Lessee shall not Manage or authorize the Management of, any Hazardous Materials on the Premises without prior written disclosure to and prior written approval by Lessor.

(n)  Lessee shall not take any action that would subject the Premises to additional Permit requirements under RCRA for treatment, storage or disposal of Hazardous Wastes without prior written disclosure to and prior written approval by Lessor.

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(o)  Lessee shall not dispose of Hazardous Wastes in dumpsters provided by Lessor for Lessee’s use without prior written disclosure to and prior written approval by Lessor.

(p)  Except as otherwise provided herein, Lessee shall not discharge Hazardous Materials into Premises drains or sewers without prior written disclosure to and prior written approval by Lessor.

(q)  Except for non-material Releases incident to normal operations of Lessee, Lessee shall not cause or allow the Release of any Hazardous Materials on or to the Premises without prior written disclosure to and prior written approval by Lessor or in the event of an accidental Release, then Lessee shall notify Lessor of the Release immediately after the Release.

(r)  Lessee shall arrange at its sole cost and expense for the lawful transportation and off-site disposal at permitted landfills or other permitted disposal facilities and otherwise in accordance with all applicable Environmental Laws, of all its solid waste and Hazardous Wastes.

(s)  If Lessee’s Management of Hazardous Materials at the Premises (i) gives rise to any liability or claim under any Environmental Law, or any common law theory of tort or otherwise; (ii) gives rise to an obligation to initiate or undertake any Response Activity under any Environmental Law; (iii) causes a threat to, or endangers, the public health; or (iv) creates a nuisance or trespass, then, in any such event, Lessee shall, at its sole cost and expense, promptly take all applicable Response Activities or other action so as to comply in all material respects with all applicable Environmental Laws and otherwise reasonably address any liability or claim with respect thereto.

LESSOR’S RIGHTS AND RESPONSIBILITIES

(t)  If Lessee shall fail to comply with any of its obligations under this Section 16, Lessor shall have the right (but not the obligation) to take such action as is required to be taken by Lessee (including using Lessee’s Hazardous Waste identification number) and, Lessee shall then be liable and responsible to Lessor for all costs, expenses, liabilities, claims and other obligations paid, suffered, or incurred by Lessor in connection with such matters. Lessee shall reimburse Lessor promptly upon demand for all such amounts for which Lessor pays under this Section 16. Notwithstanding anything to the contrary in this Section 16, prior to Lessor taking any action required to be taken by Lessee hereunder, Lessor shall give notice to Lessee, and (except in an emergency) Lessor shall not take the action required to be taken by Lessee so long as Lessee promptly commences to take the required action and thereafter continuously and diligently proceeds to complete the required action.

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(u)  Except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall comply with all Environmental Laws affecting the Premises. Lessor shall immediately notify Lessee of any correspondence or communication Lessor receives from any governmental entity regarding the application of Environmental Laws to the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws.

INDEMNIFICATION WITH RESPECT TO ENVIRONMENTAL MATTERS

(v)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessor hereunder, Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of the following:

(i)  any Hazardous Materials which, at any time during the lease term, are or were Managed, generated, stored, treated, Released, disposed of or otherwise located on or at the Premises due to Lessee’s activities (regardless of the location at which such Hazardous Materials are now or may in the future be located or disposed of), including but not limited to, any and all (A) liabilities and claims under any theory of tort, nuisance, strict liability, ultrahazardous activity, negligence or otherwise based upon, resulting from or in connection with any Hazardous Materials; and (B) obligations to take Response Activities pursuant to any investigation or remediation in connection with the decontamination, removal, transportation, incineration, or disposal of any of the foregoing;

(ii)  any actual or alleged illness, disability, injury, or death of any person, in any manner arising out of or allegedly arisen out of exposure to Hazardous Materials or other substances or conditions that are (or allegedly are) present at the Premises by virtue of Lessee’s operations at the Premises, regardless of when any such illness, disability, injury, or death shall have occurred or been incurred or manifested itself;

(iii)  any actual or alleged failure of Lessee at any time and from time to time to comply with all applicable Environmental Laws, whether before or after the date of this Lease; and

(iv)  any failure by Lessee to comply with its obligations under Section 16.

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It is expressly understood that Lessee’s obligations under this Section 16(v) shall survive the expiration or earlier termination of this Lease for any reason.

(w)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim in any manner resulting from or arising out of Lessor’s noncompliance with any Permit, regulatory or statutory obligations under the Environmental Laws. It is expressly understood that Lessor’s obligations under this Section 16(w) shall survive the expiration or earlier termination of this Lease for any reason.

(x)  In the event of a conflict between this Lease and that certain Environmental Agreement between Lessor, Lessee and Johnson Polymer, Inc. of even date herewith, the Environmental Agreement shall control.

17.   Indemnification.

(a)  Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of:

(i)  Lessee’s occupancy, use or operation of the Premises, or from any breach of, default under, or failure to perform any term or provision of this Lease by Lessee;

(ii)  any other act or omission of Lessee or its officers, employees, agents, contractors, guests or invitees;

(iii)  any negligence, misconduct or other wrongful conduct of Lessee or any of Lessee’s officers, employees, agents, contractors, guests or invitees on the Premises;

(iv)  any claims from any of Lessee’s directors, officers, employees, contractors, agents or visitors arising directly or indirectly from the Premises or Lessee’s obligations or responsibilities described in this Lease.

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It is expressly understood that Lessee’s obligations under this Section 17(a) shall survive the expiration or earlier termination of this Lease for any reason.

(b)  Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of any breach of, default under, or failure to perform any term or provision of this Lease by Lessor, its officers, employees, agents, contractors, guests or invitees. It is expressly understood that Lessor’s obligations under this Section 17(b) shall survive the expiration or earlier termination of this Lease for any reason.

(c)  In the event a Party has a claim for indemnification, the rights, obligations and procedures of the matter shall handled in accordance with the indemnification procedure described in that certain Master Distribution Agreement between Lessor, Lessee and Johnson Polymer, Inc. of even date herewith.

18.   Lessee’s Responsibilities.

Lessee agrees:

(a)  Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Lessee or used by Lessee for any purpose other than ingress and egress to and from the Premises and for going from one to another part of the Premises.

(b)  With respect to work being performed by Lessee in the Premises with the approval of Lessor, Lessee will refer all contractors, contractors’ representatives and installation technicians rendering any service to them to Lessor for Lessor’s supervision, approval and control before the performance of any contractual services. This provision shall apply to all work performed in the Premises including, but not limited to, installations of telephones, telegraph equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Premises.

(c)  Should Lessee require telegraphic, telephonic, or other communication service, Lessor will direct the electrician where and how wires are to be introduced and placed and none shall be introduced or placed except as Lessor shall direct. Such electric current shall not be used for power or heating without Lessor’s prior written permission.

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(d)  Lessee shall not make or permit any improper, objectionable or unpleasant noises or odors in the Premises other than those typically found in operations similar to Lessee’s or otherwise interfere in any way with other Lessees or persons having business with them.

(e)  Unless Lessee and Lessor enter into alternative arrangements, Lessee shall expeditiously obtain and keep current any and all Permits, licenses and certificates now or hereafter required by any governmental body having jurisdiction over the Premises and/or Lessee’s activities thereon. Unless Lessee and Lessor enter into an alternative arrangement, and subject to a reasonable transition period (not to exceed 90 days from the Commencement Date) for transfer or reissuance (if required), such Permits, licenses and certificates shall be acquired and maintained by Lessee in its separate corporate status and not in the name of Lessor. This requirement shall include, but shall not be limited to any Permits, licenses and certificates which relate solely to Lessee’s waste disposal, including any activity which is solely related to Lessee’s operation.

(f)  Lessee has been given a copy of certain of Lessor’s Product Supply Division Policies and Procedures and a copy of Lessor’s Safety and Audit Assessment Policies and Procedures. Lessee shall comply with such policies and procedures, as the same may be amended from time to time.

(i)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Safety and Environment Program Assessment Audit, but in any event Lessee shall achieve, within 2 years after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

(ii)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Waxdale Housekeeping Audit, but in any event Lessee shall achieve, within 1 year after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

(g)  Lessee shall participate in Lessor’s safety and environmental exercises.

(h)  Lessee shall participate in pan-Waxdale committees, including the Waxdale Safety Committee, Waxdale Safety and Environmental Committee, and the Waxdale Environment Committee.

(i)  Lessee shall encourage its employees to become members of the Waxdale Emergency Response Brigade.

19.   Damages or Destruction.

(a)  If any building or improvement upon the Premises is destroyed or damaged in whole or in part by fire, or other casualty, Lessee shall give notice thereof to Lessor,

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and except, as otherwise provided below, Lessor at Lessor’s cost and expense promptly shall repair, replace, and rebuild the buildings or improvements to at least as good condition as it or they were in immediately prior to such occurrence. Such work shall be commenced within 60 days after the settlement has been made with the insurance companies.

(b)  If following such damage or destruction the estimate of the time to complete such repair or restoration, as determined by the general contractor selected by Lessor, exceeds 240 days, Lessor and Lessee at their respective options shall have the right to terminate the Lease upon written notice to the other Partly given within 20 days after receipt of the estimated time to repair or restore.

(c)  The net proceeds of any insurance shall be applied in payment of the cost of such repairing or rebuilding as the same progresses. If the insurance proceeds exceed the cost of such repairs or rebuilding, then the balance remaining after payment of the cost of such repairs or rebuilding shall be paid over and belong to Lessor.

(d)  Except as specifically provided in subsections (b), (e) or (f), this Lease shall not terminate or be affected in any manner by reason of the destruction or damage in whole or in part of the Premises or any building or improvement now or hereafter standing or erected thereon or by reason of the untenantability of the Premises or any such building or improvements. Rent shall in any case continue to be paid by Lessee. Lessee shall have the option of providing rent protection insurance for the benefit of Lessor with regard to damage or destruction of the Premises and any insurance benefits resulting therefrom shall be applied against any rent accruing to Lessor.

(e)  If the fire or casualty damages or destroys more than 25% of the improvements on the Premises and occurs within the last 12 months of the Lease Term, then Lessee, at its option, may elect to terminate the Lease by giving written notice thereof to Lessor within 15 days after such fire or casualty. If Lessee timely gives such notice then the Lease shall terminate as of the date of such fire or casualty; Lessee shall not be liable for any rent accruing after the date of such fire or casualty; Lessor shall not be required to rebuild or restore the Premises; and all casualty insurance proceeds shall be the sole property of Lessor.

(f)  If the insurance proceeds available for a fire or casualty are not sufficient to rebuild and restore the Premises, and if Lessor is not willing to provide the additional funds necessary then Lessor at its option may, within 60 days after the settlement has been made with the insurance companies, elect to terminate this Lease by giving written notice thereof to Lessee. In such event all insurance proceeds shall be paid to Lessor and the Lease shall terminate effective as of the date of such casualty loss.

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20.   Condemnation.    If all of the Premises are taken by the exercise of the power of the eminent domain or conveyed under the threat of eminent domain, then this Lease shall terminate as of the date possession is taken by the condemnor. The entire compensation award shall belong to Lessor (except any portion thereof allocated to Lessee’s personal property or relocation benefits) and Lessee shall have no interest therein.

If less than all of the Premises is taken by the exercise of the power of eminent domain or sold under the threat of eminent domain, then Lessee shall have the right to terminate this Lease if the premises remaining are such that their continued use for the purposes for which the same were being used immediately prior to such taking is reasonably impractical or economically imprudent. Termination shall be as of the date legal possession is taken by the condemnor. The option to terminate herein granted shall be exercised in writing by Lessee within 30 days after the date of the taking of possession by the condemnor. In any event, the entire compensation award (except any portion thereof allocated to Lessee’s personal property or relocation benefits) shall belong to Lessor and Lessee shall have no interest therein (except any portion thereof allocated to Lessee’s personal property or relocation benefits). Restoration of the Premises following a taking shall be subject to the same terms as set forth in subsections (a) through (c) of Section 19 of this Lease, as though the taking had been a casualty, except that any balance of any award remaining completed shall be paid to and belong to Lessor.

21.   Inspection.    Lessor and its authorized representatives shall have the right, upon giving reasonable prior written notice except in an emergency, to enter the Premises or any part thereof and inspect the same for the purposes of determining Lessee’s compliance with the terms of this Lease or to make repairs required hereunder.

22.   Quiet Enjoyment.    So long as Lessee shall pay the rentals and all other sums herein provided and shall keep and perform all of the terms, covenants, and conditions on its part herein contained, Lessor covenants that Lessee, subject to Lessor’s rights herein, shall have the right to the peaceful and quiet occupancy of the Premises.

23.   Force Majeure.    Except for the obligations imposed under Section 16, neither Party will be liable to the other for delay or default in the performance of any of its obligations for any cause beyond its reasonable control, including that of subcontractors directed by Lessor to provide services to Lessee. The Party claiming such cause of delay or default in performance shall give prompt written notice thereof to the other Party and shall exercise every reasonable means to avoid or abate the cause of delay or default. If such cause prevents the performance by a Party for a period of more than 90 days, then the Parties will confer and consider means for abating the cause or otherwise carrying out this Lease in a manner mutually agreeable to the Parties. If the Parties do not mutually agree to abate the cause or otherwise carry out this Lease within 180 days following the occurrence of the delay or default, the Party whose performance is not so delayed or prevented may terminate this Lease on at least 10 days’ advance written notice to the other Party. In the event of a force majeure event, Lessor may allocate its available site

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services, including utilities, in any manner which Lessor in its reasonable discretion concludes is appropriate under the circumstances.

24.   Mortgage and Subordination.    Lessor’s interest in this Lease or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Premises free from any liens for work performed, materials furnished, or obligations incurred by Lessee.

Unless Lessor or Lessor’s mortgagee notifies Lessee to the contrary, this Lease at all times shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the Premises by Lessor and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien(s) of any such mortgage or mortgages as shall be desired by Lessor or by any mortgagee, or proposed mortgagee; provided that any such mortgagee shall deliver to Lessee at or prior to the time this Lease becomes subordinate, a written agreement in recordable form providing that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage or after foreclosure thereof, so long as Lessee is not in default under any of the covenants, conditions, and agreements contained in this Lease.

25.   Estoppel Certificate.    At any time, and from time to time, each Party agrees, promptly and in no event later than 10 days after a request in writing from the other Party, to execute, acknowledge, and deliver to the requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there has been modification, that the same is in full force and effect as modified and stating the modification) and the dates to which the rental and other charges have been paid.

26.   Assignment and Subletting.

(a)  Lessee shall not mortgage or assign this Lease or any interest therein, or sublet all or any portion of the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of Lessor in each instance, which may be withheld for any reason. Any assignment, sublease or occupancy does not relieve Lessee from obtaining the consent in writing of Lessor to any further assignment, subletting or occupancy, and does not release Lessee or any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any other party of its obligations under this Lease. Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment not to

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exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed asignee or sublessee. Any permitted assignee or sublessee hereunder shall be bound by all of the terms and conditions of this Lease.

(b)  Lessor shall have the right at any time to sell or convey the Premises subject to this Lease or to assign its rights, title and interest as Lessor under this Lease in whole or in part. In the event of any such sale or assignment (other than a collateral assignment as security for an obligation of Lessor), Lessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to the date of such assignment or sale, to the extent that the buyer or assignee assumes such liabilities.

27.   Default and Remedies.

(a)  Each of the following shall be deemed a default of this Lease by Lessee:

(i)  If any rent or other monetary sum due remains unpaid for 5 business days following written notice that such sum is due;

(ii)  If Lessee makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct its business or affairs, or if Lessee is adjudged in any legal action to be either a voluntary or involuntary bankrupt;

(iii)  If Lessee fails to perform or violates any other of the covenants, conditions, obligations or restrictions of this Lease; provided, however, that such event shall not constitute a default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee written notice thereof and a period of 10 days thereafter shall have elapsed, during which period Lessee may correct or cure such event, upon failure of which a default shall be deemed to have occurred hereunder without further notice or demand of any kind. Notwithstanding the foregoing, if such breach or default cannot reasonably be cured within the ten (10) day period, and Lessee is diligently pursuing a cure of such breach or default, then Lessee shall, after receiving notice specified herein, have a reasonable period to cure such breach or default, not exceeding 120 days, provided Lessee continuously exercises due diligence in the cure of the same. Notwithstanding the foregoing, the failure to comply with the provisions of

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section 16 of this Lease dealing with compliance with Environmental Laws shall not constitute a default under this Lease if Lessee agrees to comply with such Environmental Laws and thereafter promptly, diligently and continuously works to comply with such Environmental Laws, in which event the 120 day time period set forth above shall not apply.

(b)  In the event of any breach or default, and without any notice, except, if applicable, the notice prior to default required under circumstances set forth in subsection (a) above, Lessor shall be entitled to exercise, at its option, concurrently, successively, or in any combination, any and all remedies available at law or in equity, including without limitation any one or more of the following:

(i) To terminate this Lease;

(ii)  To terminate Lessee’s occupancy of the Premises and to re-enter and take possession of the Premises or any part thereof (which termination of occupancy and reentry shall result in a proportional abatement of rent (including other charges) but only to the extent Lessor occupies and actually uses substantially all of the Facility in the ordinary course of Lessor’s business operation and in any event such occupancy and reentry shall not operate to terminate this Lease unless Lessor expressly so elects) and of any and all fixtures which are located on the Premises and owned by Lessor;

(iii)  To relet the Premises or any part thereof for such term or terms (including a term which extends beyond the original term of this Lease), at such rentals, and upon such other terms as Lessor, in its sole discretion, may determine, with all net proceeds, after expenses, received from such reletting being applied to the rentals and other sums due from Lessee in such order as Lessor may determine, in its discretion, with Lessee remaining liable for any deficiency; with regard to any such reletting, Lessor may make repairs, alterations and additions in or to the Premises to the extent reasonably necessary to relet and Lessee shall be liable to Lessor for such expenses;

(iv)  To recover from Lessee all expenses, including attorneys’ fees, reasonably paid or incurred by Lessor as a result of any such default;

(v)  Except as set forth in Section 27(b)(ii), to accelerate all remaining rent due under the Lease (less the depreciation portion of the Basic Charge) for the remainder of the Lease Term (or any Renewal Term) with such amount to be determined by the present value of the aggregate amount of such rent, taxes, insurance and other obligations of Lessee under the Lease (except for Rent, based upon the amount thereof for the year immediately preceding the month in which the default has occurred) for the period from the date in

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which Lessee’s occupancy of the Premises has been terminated to the stated end of the Lease Term (or any Renewal Term) (such present value to be computed on the basis of a per annum discount rate equal to 3 percentage points in excess of the Prime Rate at the time of the default); and/or

(vi)  To recover from Lessee all rent not theretofore accelerated and paid pursuant to the foregoing subsection and any sums thereafter accruing as they become due under this Lease, if the Lease has not been terminated, during the period from the default to the stated end, of the Lease Term.

In addition, in the event of any breach or default by Lessee, Lessor may, at its option, but shall not be obligated to, immediately or at any time thereafter, and without notice except as required herein, correct such breach or default, without, however, curing the same, for the account and at the expense of the Lessee. Any sum or sums so paid by Lessor, together with interest at the rate of 3 percentage points in excess of the Prime Rate, and all costs and damages, shall be deemed to be additional rent hereunder and shall be due from Lessee to Lessor upon demand.

28.   Lessor’s Right to Cure.    If Lessor breaches any of its obligations under this Lease, Lessee shall notify Lessor and shall take no action respecting such breach so long as Lessor reasonably promptly begins to cure the breach and diligently pursues such cure to its completion.

29.   Change in Control.    In the event Lessee undergoes a Change in Control (as defined in that certain Technology Disclosure and License Agreement between Lessor, Lessee and Johnson Polymer, Inc. of even date herewith) this Lease and the obligations of Lessor and the rights and privileges of Lessee under this Lease shall automatically terminate as of the effective date of the Change of Control.

30.   Additional Rights Reserved to Lessor.    Without affecting Lessee’s obligations hereunder, Lessor reserves the right during the last year of the Lease Term to enter the Premises to display conspicuously thereon the usual “For Rent” or “For Sale” sign or card and at all reasonable times during the Lease Term to show the same to prospective purchasers, lessees or mortgagees, provided that the entry does not unreasonably interfere with the conduct and operation of Lessee’s business.

31.   Notices.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, 3 days after mailing (one business day in the case of express mail or overnight courier service), as follows:

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If to Lessor:

S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Attn: General Counsel

If to Lessee:

S.C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Attn: General Counsel

32.   Intentionally Omitted.

33.   Holding Over.    If Lessee remains in possession of the Premises after the expiration of the Lease Term, then Lessee may be deemed a Lessee on a month-to-month basis and shall continue to pay rent and other sums and shall comply with all the terms of this Lease; provided that nothing herein nor the acceptance of rent by Lessor shall be deemed a consent to such holding over. Lessor shall be entitled to all remedies available to it at law or in equity for such holdover, including holdover rent at 200% of the rent payable hereunder.

34.   Waiver and Amendment.    This Agreement may be amended, or any provision of this Agreement may be waived; provided that any such amendment or waiver shall be binding upon any Party only if set forth in a writing executed by such Party and referring specifically to the provision alleged to have been amended or waived. No course of dealing between the Parties shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

35.   Relationship of Parties.

(a)  Each of the Parties shall be solely responsible for its own strategic business decisions and day-to-day management and operational activities in all areas of its business. In this regard neither Party shall have decision-making authority with respect to the operations of the other Party nor shall it have authority to exercise any of the powers and authority of the other Party’s officers or employees. Each Party acknowledges that it is solely responsible for any decisions or actions undertaken at the advice or recommendation of the other Party.

(b)  Neither Lessee nor Lessor will be considered the agent of the other and neither will have the right to bind or obligate the other to any third party without specific

25

prior written approval. Neither Lessee nor Lessor will be, nor be considered to be, partners or joint venturers of, or with, the other. The relationship of Lessor to Lessee under this Lease is that of an independent contractor. Nothing in this Lease will confer upon any person, other than Lessor and Lessee, and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under, or by reason of, this Lease.

36.   Dispute Resolution.    In the event of any dispute or disagreement between the Parties hereto as to the interpretation of any provision of this Agreement (or the performance of any obligations hereunder) the matter shall be handled in accordance with the dispute resolution procedure described in Section 31(a), (b) and (c)(i) of that certain license Agreement between Lessor and Lessee of even date herewith, pursuant to which Lessor has granted to Lessee, inter alia, a license to use certain technology in connection with Lessee’s manufacturing, marketing and sale of certain products, with the CEO of Lessor having ultimate authority to resolve the dispute as he sees fit, and the Parties agree to be bound by the final decision of the CEO of Lessor and agree not to challenge such decision in court on or before any other judicial or administrative body.

37.   Severability.    If any of the terms or provisions contained herein shall be declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions and conditions of this Lease, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law.

38.   No Strict Construction.    Lessor and Lessee confirm that they have reviewed, negotiated and adopted this Agreement as the agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against either Parry.

39.   Entire Agreement.    This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understanding, whether written or oral, relating to such subject matter, including the 3 Leases between the Parties, each dated June 28, 1997.

40.   Governing Law.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin (without giving effect to its conflict of law principles).

41.   Interpretation.    The headings and captions contained in this Agreement and in any Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule

26

and not otherwise defined therein shall have the meanings set forth in this Agreement. The use of the word “including” herein shall mean “including without limitation”.

42.   Counterparts.    This Lease may be executed in one or more counterparts, each of which shall be deemed an original.

43.   Lessee’s Representations as to Authority

(a)  Lessee is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in Wisconsin and has the power and authority to consummate the transactions contemplated by this Lease.

(b)  A proceedings of Lessee necessary to consummate the transactions contemplated by this Lease have been duly taken in accordance with the law.

44.   Brokers.    Lessor and Lessee agree to indemnify and hold each other harmless from and against any claims by any other broker or agent claiming commissions or other compensation as Lessor’s or Lessee’s respective representative or agent with regard to this transaction. The provisions of this Section shall survive the termination of this Lease.

SIGNED: LESSOR: S.C. JOHNSON & SON, INC.
By:	/s/    NEAL R. NOTTLESON
	Neal R. Nottleson Vice President

LESSEE: S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    S. CURTIS JOHNSON
	S. Curtis Johnson Chairman and CEO

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EX-10.14

Exhibit 10.14

EXECUTION COPY

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

LEASE AGREEMENT BETWEEN

S. C. JOHNSON & SON, INC.

AND

JOHNSON POLYMER, INC.

TABLE OF CONTENTS

Section		Page
1.	BASIC TERMS	1
2.	DEMISE OF PREMISES	2
3.	OPTION TO EXPAND	2
4.	LEASE TERM	2
5.	RENEWAL	2
6.	USE	3
7.	RENTALS	3
8.	CONDITIONS OF PREMISES	6
9.	REPAIRS AND MAINTENANCE	6
10.	IMPROVEMENTS	8
11.	SIGNS	9
12.	UTILITIES AND BUILDING SYSTEMS	9
13.	INTENTIONALLY OMITTED	10
14.	INSURANCE	10
15.	COMPLIANCE WITH LAWS	11
16.	ENVIRONMENTAL MATTERS	12
17.	INDEMNIFICATION	16
18.	LESSEE’S RESPONSIBILITIES	17
19.	DAMAGES OR DESTRUCTION	19
20.	CONDEMNATION	20
21.	INSPECTION	20
22.	QUIET ENJOYMENT	20

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		Page
23.	FORCE MAJEURE	21
24.	MORTGAGE AND SUBORDINATION	21
25.	ESTOPPEL CERTIFICATE	21
26.	ASSIGNMENT AND SUBLETTING	21
27.	DEFAULT AND REMEDIES	22
28.	LESSOR’S RIGHT TO CURE	24
29.	CHANGE IN CONTROL	24
30.	ADDITIONAL RIGHTS RESERVED TO LESSOR	25
31.	NOTICES	25
32.	INTENTIONALLY OMITTED	25
33.	HOLDING OVER	25
34.	WAIVER AND AMENDMENT	25
35.	RELATIONSHIP OF PARTIES	26
36.	DISPUTE RESOLUTION	26
37.	SEVERABILITY	26
38.	NO STRICT CONSTRUCTION	26
39.	ENTIRE AGREEMENT	27
40.	GOVERNING LAW	27
41.	INTERPRETATION	27
42.	COUNTERPARTS	27
43.	LESSEE’S REPRESENTATIONS TO AUTHORITY	27
44.	BROKERS	27
45.	EQUIPMENT LEASE	27

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EXHIBITS

Exhibit A	Description of the Premises
Exhibit B	1999/00 Occupancy and Shared Services Charges—Polymer
Exhibit C	Description of Items Included in the Basic Charge
Exhibit D	Leased Equipment

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REAL ESTATE AND EQUIPMENT LEASE AGREEMENT

Site:	Portions of Buildings 50, 57 and 59 at the Lessor’s Waxdale Plant located in Mt. Pleasant, Wisconsin.
Date:	July 3, 1999
Lessor:	S. C. JOHNSON & SON, INC.
Address:	1525 Howe Street Racine, Wisconsin 53403-2236
Lessee:	JOHNSON POLYMER, INC.
Address	8310 16th Street P.O. Box 0902 Sturtevant, Wisconsin 53177-0902

THIS LEASE is made effective July 3, 1999, by and between S. C. Johnson & Son, Inc. (“Lessor”), and Johnson Polymer, Inc. (“Lessee”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Basic Terms:    The following terms shall have the meaning set forth in this Section unless specifically modified by other provisions of this Lease:

(a)  Facility:    Portions of Buildings 50, 57 and 59 shown on Exhibit A.

(b)  Total Facility Square Footage:    16,948 square feet.

(c)  Lease Term:    2 years commencing July 3, 1999.

(d)  Commencement Date:    July 3, 1999.

(e)  Termination Date:    July 2, 2001.

(f)  Rent for Fiscal Year 99/00:    See Exhibit B.

(g)  Permitted Use:    Manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office.

(h)  Security Deposit:    None.

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(i)  Guarantor:    None.

(j)  Leased Equipment:    See Exhibit D.

(k)  Exhibits:   A—Description of the Premises

B—Description of all Rental Rates, Central Pool Costs and Utility Charges for 99/00

C—Description of Items included in the Basic Charge

D—Description of Leased Equipment

2.   Demise of Premises.    Lessor hereby lets and demises to Lessee and Lessee hereby rents from Lessor the building(s) or portions thereof more particularly described on Exhibit A attached hereto, together with the fixtures and any other improvements thereto (the “Facility”) and all rights appurtenant thereto and owned by Lessor together with full rights of ingress and egress to and from the premises and the right to use access roads, parking lots and other agreed upon common areas (collectively the “Premises”), subject to the terms and conditions set forth below.

3.   Option to Expand.    Lessee may request Lessor to expand the demised Premises into additional spaces/buildings/land. Lessor may, at its sole discretion, agree to allow Lessee to expand into such additional spaces/buildings/land. If Lessor agrees to allow Lessee to expand, Lessor shall provide to Lessee, in writing, a description of the proposed additional spaces/buildings/land and the rental rates and other fees to be paid by Lessee for such additional spaces/buildings/land. If Lessee accepts the description and the rates/fees, the demised Premises under this Lease shall be expanded to include such additional spaces/buildings/land as agreed. The terms and conditions of this Lease shall also apply to the additional spaces/buildings/land.

4.   Lease Term .    The Lease Term shall commence on July 3, 1999 and end on July 2, 2001 unless renewed or earlier terminated as provided herein. Either party may terminate this entire Lease (or terminate the Lease with respect to either building) upon 6 months written notice prior to the end of the initial Lease Term or prior to the end of any Renewal Term.

5.   Renewal .

(a)  Subject to the terms and conditions set forth in this Section 5, the Lease Term shall automatically be renewed for an indefinite number of additional periods of 1 year (the “Renewal Term”); provided that Lessor has not given Lessee notice of default under any of the terms, covenants or conditions of the Lease on or before the date of the start of such Renewal Term and such default is not cured within the applicable cure period.

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(b)  Each Renewal Term shall be upon the same terms, covenants and conditions contained in this Lease, except for the amount of Rent payable during the Renewal Term(s), which shall be adjusted as set out in subsection (c) below. Any reference in the Lease to the Lease Terms shall be deemed to include the Renewal Term(s) and apply thereto, unless it is expressly provided otherwise. Any termination of this Lease during the Lease Term shall terminate all rights under this Section.

(c)  Lessor shall have the option of continuing the then-current rental methodology for the Renewal Term(s) or having Lessor and Lessee enter into good faith negotiations to develop a mutually acceptable alternative rental methodology. In the event Lessor does not desire to continue the then-current methodology and the parties do not reach agreement respecting an alternative rental methodology, Lessor shall engage an independent third party real estate management firm to determine the fair market rental value of the Premises. Lessor shall give Lessee notice of any changes in the rental rates based on this subsection (c), if at all, no later than 7 full calendar months prior to the expiration of the Lease Term or any Renewal Term and such changes shall be effective the first day of the succeeding Renewal Term.

6.   Use.    During the entire Lease Term, the Premises shall be leased, used and occupied by Lessee for manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office use in accordance with all applicable governmental laws and regulations, and for no other purpose without the prior written consent of Lessor, which shall not be unreasonably withheld or delayed.

7.   Rentals .

(a)  As and for rental of the Premises during the fiscal year 99/00, the rental rates, Central Pool Costs, wastes and utility charges, along with other rental charges shall be determined in accordance with Exhibit B which amounts will be trued-up in accordance with past practice. Exhibit B shows the total rent due for fiscal year 99/00 under both of the Leases between Lessor and Lessee of even date herewith.

(b)  Total Annual Rent of the Premises for each fiscal year thereafter shall be equal to (1) the (Basic Charge plus the CPI Adjustment) multiplied by the Total Facility Square Footage, plus (2) the Return on Capital (phased in as described below). Lessor shall invoice Lessee monthly for  ¹/12th of the total annual Rent.

(i)  The Basic Charge for fiscal year 00/01 shall be [**] per square footage of the total Facility. The Basic Charge may be adjusted as described below:

(A)  Exhibit C describes the items that make up the Basic Charge. If Lessor’s total Waxdale per square foot costs of the items making

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up the Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) differs from time to time by 5% or more from the then current Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) as adjusted by the CPI Adjustment (as described below) then the Basic Charge shall be adjusted to reflect Lessor’s actual cost increase or decrease effective as of the beginning of the succeeding fiscal year.

(B)  The taxes portion of the Basic Charge calculation shall not include Improvements made by Lessor, after the Commencement Date, to portions of Waxdale that are dedicated solely to Lessor.

(ii)  The CPI Adjustment shall be equal to:

Current CPI Amount ÷ Base CPI Amount X Basic Charge

(A)  “CPI” shall mean the Consumer Price Index, all Urban Consumers, U.S. City Average (1982-84 = 100), published by the Bureau of Labor Statistics of the U.S. Department of Labor.

(B)  “Base CPI Amount” shall mean the CPI for the month of January, 1999.

(C)  “Current CPI Amount” shall mean the CPI for the month of January of the current calendar year.

(D)  An example of the calculation of the CPI Adjustment payable under this Section is as follows:

CPI Adjustment for 00/01—Suppose the Base CPI is 120 (CPI for January 1999) and the Current CPI is 125 (CPI for January 2000); the Current CPI amount of 125 is divided by the Base CPI Amount of 120 yielding a quotient of 4.17%, which is then multiplied by [**] (the initial Basic Charge for 00/01) yielding a CPI Adjustment figure for 00/01 of [**].

CPI Adjustment for 01/02—Suppose the Current CPI is 127 (CPI for January 2001); the Current CPI amount of 127 is divided by the Base CPI Amount of 120 yielding a quotient of 5.83%, which is then multiplied by the Basic Charge (assume it is still [**]) yielding a CPI Adjustment figure for 01/02 of [**].

(iii)  The Return on Capital shall be equal to Lessee’s proportional share of the net book value of the entire shared building containing the Facility as of

4

the first day of January immediately preceding the commencement of the fiscal year of adjustment multiplied by 10%. The Return on Capital shall be phased in over a period of 3 years. Lessee shall pay one-third of the Return on Capital during 00/01, two-thirds of the Return on Capital during 01/02 and the total Return on Capital during 02/03 and each year thereafter.

(A)  Lessee’s proportional share shall be determined by taking Lessee’s square footage of the entire shared building and dividing by the total square footage of the shared building.

Suppose Lessee’s square footage is equal to 30,000 square feet and the total square footage is equal to 100,000 square feet. Lessee’s proportional share is 30%.

(B)  An example of the calculation of the Return on Capital payable under this Section is as follows:

Return on Capital for 00/01—Suppose the net book value of the entire shared building containing the Facility as of January 1, 2000 is $900,000; multiply $900,000 by 30% to get Lessee’s proportional share of the net book value; then multiply by 10% yielding a Return on Capital figure for 00/01 of $27,000. Multiply $27,000 by  ¹/3 yielding $9,000, which is the Return on Capital figure that is payable by Lessee during 00/01.

Return on Capital for 01/02—Multiply $27,000 by  ²/3 yielding $18,000, which is the Return on Capital figure that is payable by Lessee during 01/02.

Return on Capital for 02/03 equals $27,000.

(c)  Lessee shall also pay the following variable expenses:

(i)  Solid Waste Management, Wastewater Treatment and the Powerhouse—Lessor shall annually budget these items for the entire Waxdale complex and shall include Lessee’s use of the Facility in such annual budget. Lessor shall invoice Lessee monthly for  ¹/12 of the budgeted amount attributable to the Facility. Lessor shall not do a year-end adjustment of these expenses.

(ii)  Utilities, Trash Hauling, Off-Site Waste Hauling and Treatment and Sewer Bills—

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(A)  If such items are separately metered or separately measured and billed, Lessee shall pay directly to the utility or service provider, all charges related to the Facility when due at the prevailing rate. For those items that are separately metered or separately measured and billed and not paid by Lessee directly to the utility or service provider, Lessor shall invoice Lessee monthly.

(B)  If not separately metered or separately measured and billed, Lessee will pay a pro rata share of such items for the Waxdale complex based on a methodoIogy which allocates such expenses based on specific types of usage of occupied space available at the Waxdale complex or based on specific levels of use. Specific types of occupied space available at Waxdale include Production, Warehouse, and Office. Lessee’s share of such expenses shall be based on the ratio of the specific type of square footage occupied by Lessee to the total square footage of that same specific type of occupied space available at Waxdale. Each type of occupied space at Waxdale shall be allocated costs based on a reasonable allocation determined by Lessor.

For those items that are not separately metered or separately measured and billed, Lessor shall annually budget for such items and shall invoice Lessee monthly for  ¹/12 of the budgeted amount. Lessor shall do a year-end adjustment reflecting the actual amount of each of these items for the Waxdale complex and allocating such actual expenses in the same manner as described in the preceding paragraph.

(d)  Invoices for rent shall be issued following the period to which they relate and payment of all invoices shall be net 30 days.

8.   Conditions of Premises.    LESSOR IS LEASING THE PREMISES TO LESSEE “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY, AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY OBLIGATION TO ALTER, REMODEL, IMPROVE, REPAIR, DECORATE OR CLEAN ANY PART OF THE PREMISES. Lessee’s taking possession of any portion of the Premises shall be conclusive evidence that the Premises were in good order, repair and condition.

9.   Repairs and Maintenance.

(a)  Lessee shall keep and maintain, repair and, when necessary, replace the interior and non-structural portions of the Facility in good, substantial and sufficient

6

condition, repair and order, normal wear and tear expected. Where possible, Lessee shall use Lessor’s employees or contractors to perform all repairs, maintenance and replacements. Upon expiration or earlier termination of this Lease, Lessee shall surrender the Premises to Lessor in good condition and repair, normal wear and tear damage from fire or other casualty only excepted.

(b)  Lessor shall keep and maintain, repair and, when necessary, replace the Premises including, but not limited to building systems, roadways, and utilities (other than those portions of the Premises that Lessee is responsible for as described in subsection (a) above) in good, substantial and sufficient condition, repair, and order.

(i)  If such maintenance, repairs and replacements are to dedicated (i.e. Lessee is the sole user/occupier) buildings or systems or to dedicated portions of the buildings or systems, then Lessee shall pay all of the cost of the maintenance, repairs and replacements.

(ii)  If such maintenance, repairs and replacements are to shared (i.e. Lessee and Lessor both use/occupy) buildings or systems or to shared portions of the buildings or systems, then Lessee shall pay its proportionate share of the cost of the maintenance repairs and replacements, determined by taking Lessee’s square footage of such shared building and dividing by the total square footage of the shared building being repaired, maintained or replaced.

(iii)  If such maintenance, repairs and replacements are to Waxdale infrastructure (including locker rooms, guardhouse, roadways, sewers, parking lots, main aisles, outside lighting, fences, paging systems, cafeteria and other common systems outside of the footprint of the Facility), then Lessee shall pay its proportionate share of the cost of the maintenance, repairs and replacements, determined by taking the Facility Square Footage and dividing by total usable building square footage at Waxdale.

(iv)  All other maintenance, repairs and replacements described in this subsection shall be paid for by Lessor.

(v)  Notwithstanding the foregoing, all repairs, maintenance and replacements that are necessitated by the negligence or intentional misconduct of either Party or its employees, agents, or contractors, shall be made by (and paid for) solely by such Party.

7

(vi)  Lessor shall determine, in its reasonable discretion, whether repairs, maintenance and replacements are dedicated, shared, Waxdale infrastructure or Lessor’s under the subsections above.

(vii)  Lessor may invoice Lessee for the repairs, maintenance and replacements upon the occurrence of such repairs, maintenance and replacements. Alternatively, Lessor, in its sole discretion, may annually budget for such items and invoice Lessee monthly for  ¹/12 of the budgeted amount and Lessor shall do a year-end adjustment reflecting the actual amount of repairs, maintenance and replacements performed. Payment of all invoices shall be net 30 days.

(c)  Lessor shall be responsible for all landscaping and lawn maintenance, repair and replacement, including, without limitation, all snow and ice removal from all driveways, parking areas and sidewalks on or adjacent to the Premises and the expenses for such are a component of the Basic Charge.

10.   Improvements.

(a)  Lessee shall not make any improvements or alterations to the Premises, including additions or deletions of equipment or other fixtures (“Improvements”) without in each instance submitting plans and specifications for Improvements to Lessor and obtaining Lessor’s prior written consent. Lessor may withhold consent in its sole discretion and may impose any conditions it chooses on such consent. At Lessor’s option, Lessor’s employees or contractors shall perform the work on Improvements. Lessee shall pay the cost of all Improvements. Lessee shall pay all taxes applicable to such Improvements.

(b)  All Improvements now a part of the Premises, or hereafter constructed in the Premises by either Lessor or Lessee, shall become Lessor’s property upon installation, except for fixtures and equipment which Lessee can remove without undue harm to the Premises and that Lessor requires Lessee to remove at Lessee’s cost upon expiration or earlier termination of this Lease. Such items shall remain the property of Lessee.

(c)  The following requirements shall apply to all Improvements:

(i)  Prior to commencement, Lessee shall furnish to Lessor building permits, environmental permits, certificates of insurance satisfactory to Lessor, and, at Lessor’s request, a notice of commencement;

(ii)  Lessee shall perform all work related to Improvements so as to maintain peace and harmony among other contractors serving the Premises and

8

shall avoid interference with other work to be performed or services to be rendered in the Premises;

(iii)  The work on Improvements shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable laws, ordinances and regulations;

(iv)  Lessee shall permit Lessor, at Lessor’s option, to supervise all work on Improvements; and

(v)  Upon completion, Lessee shall furnish Lessor with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials.

11.   Signs.    Lessee shall have the right to install or erect on the Facility or to affix to any building that is part of the Facility such signs as it may deem necessary or appropriate to advertise its name and business, subject to requirements of law and subject to Lessor’s prior written consent. Said signs shall remain Lessee’s personal property and be removed (and the Premises restored, if necessary) as set forth above. Lessee shall be responsible for obtaining any approvals required for signage.

12.   Utilities and Building Systems.

(a)  Except for nitrogen generation after the termination of Lessee’s lease for production of nitrogen in 2001, Lessor shall provide all utilities and building systems to the Premises in substantially the same manner as provided on the Commencement Date of this Lease. After the termination of the nitrogen lease, Lessor shall be responsible for nitrogen generation.

(b)  No interruption of utilities or building systems caused by repairs, replacements, or alterations to a utility or building system or, by any other cause beyond the reasonable control of Lessor, shall be deemed an eviction or disturbance of Lessee’s possession of any part of the Premises, or render Lessor liable to Lessee, or otherwise affect the rights and obligations of Lessor and Lessee under this Lease.

(c)  In no event will Lessor be responsible for or liable to Lessee for any claims attributed to Lessor’s performance of providing utilities or building systems to the Premises. A utility company providing utility service to the Premises, and its employees and agents, shall not be considered agents of Lessor.

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13.   Intentionally Omitted.

14.   Insurance .    In the event Lessor and Lessee cease being covered under common insurance policy, they agree the following insurance terms shall apply:

(a)  Liability Insurance of Lessee.

(i)  Lessee shall maintain at its own expense the following types and amounts of insurance in addition to such other insurance as Lessor may reasonably require from time to time: comprehensive public liability and property damage insurance, against bodily injury liability and property damage liability, including, without limitation, any liability arising out of the ownership, maintenance, repair, condition or operation of the Premises or adjoining ways, streets, parking areas, or sidewalks. Such insurance policy or policies shall contain a “severability of interest” clause or endorsement that precludes the insurer from denying the claim of either Lessee or Lessor because of the negligence or other acts of the other. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably require from time to time.

(ii)  All insurance policies shall: (A) be endorsed to protect Lessor and Lessee, as their respective interests may appear; (B) be obtained by Lessee under valid, and enforceable standard form policies issued by responsible insurance companies licensed to do business in the State of Wisconsin and reasonably acceptable to Lessor; (C) provide for a waiver of subrogation by the insurer as to claims against Lessor, its officers, directors, employees, and agents; (D) provide that such insurance cannot be unreasonably canceled, invalidated, or suspended on account of the conduct of Lessee, its officers, directors, employees, or agents; (E) provided that any “no other insurance” clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and that the insurance policy shall not be brought into contribution with insurance maintained by Lessor; and (F) provide that the policy of insurance shall not be terminated, canceled, or substantially modified without at least 30 days’ prior written notice to Lessor.

(iii)  Lessee shall provide to Lessor and to any lender designated by Lessor certificates of insurance or copies of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times during the Lease Term and that premiums due thereunder have been paid. If Lessee shall not have done so within 15 days after written notice from Lessor, Lessor shall have the right to take any action or make any payment

10

required to continue coverage as required by this Lease and Lessee hereby covenants to reimburse and hold Lessor harmless for the cost of any such action or payment if Lessor is not provided with such evidence of insurance within such 15 day period.

(b)  Property and Liability Insurance of Lessor.

(i)  Lessor shall maintain at Lessee’s expense during the Lease Term extended coverage insurance against loss, damage, or destruction by fire and other casualty, including earthquake, theft, vandalism and malicious mischief, boiler explosion (if there is any boiler upon the Premises), sprinkler damage (if the Premises has a sprinkler system), all matters covered by a standard extended coverage endorsement, and such other risks as Lessor reasonably may require, insuring the Premises and all improvements thereon for not less than their full insurable value on a replacement cost basis.

(ii)  Lessor shall maintain during the Lease Term comprehensive general liability insurance covering, without limitation, any liability arising out of the ownership, maintenance, repair, condition, or operation of the Premises or adjoining ways, streets, parking areas or sidewalks. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably desire from time to time.

(iii)  All insurance policies shall (A) be endorsed to protect Lessor and Lessee, as their respective interests may appear, (B) be obtained by Lessor under valid and enforceable standard policies issued by responsible insurance companies licensed to do business in the State of Wisconsin, and (C) provide for a waiver of subrogation by the insurer as to claims against Lessee, its officers, directors, employees, and agents.

(iv)  The cost of all insurance obtained by Lessor hereunder shall be reimbursed by Lessee within 10 days after receipt of an invoice therefor from Lessor.

(v)  Lessor and Lessee hereby waive any and all claims against each other for damage to or destruction of any improvements upon the Premises (whether or not resulting from the negligence of the other Party) that are paid by insurance, which Lessor carries pursuant to this Lease.

15.   Compliance with Laws .    Except with respect to environmental matters which are dealt with in Section 16, Lessee shall, at its sole cost and expense, comply with any and all laws, statutes, ordinances, regulations, and restrictions and easements of record, now or hereafter

11

in force, applicable to the occupancy, use or operation of the Premises or, (subject to Lessor’s obligations under Section 9) to the making of repairs thereto, or of changes, alterations, or improvements thereto. Lessee, its agents, employees and business invitees shall abide by all rules policies, procedures, guidelines and regulations, including health, safety and environment rules reasonably imposed by Lessor. Except with respect to environmental matters which are dealt with in Section 16, Lessee also covenants to comply, at its sole cost and expense, with any and all rules and regulations applicable to the Premises issued by insurance companies writing policies covering the Premises.

16.   Environmental Matters.

DEFINITIONS

(a)  “Environmental Laws” means any or all of the following: present or hereinafter enacted applicable federal, state, local and foreign laws (common or otherwise), regulations, statutes, ordinances, rules, orders, judgments and other legal requirements relating to pollution or protection of the environment, natural resources, or human or public health and safety, as amended or supplemented.

(b)  “Hazardous Materials” means any hazardous substance, pollutant, contaminant, waste, by-product, constituent, or material as to which liability or standards of conduct can be imposed pursuant to any Environmental Laws.

(c)  “Hazardous Wastes” shall have the meaning set forth in the Resource Conservation and Recovery Act or applicable analogous state law.

(d)  “Manage” or “Management”, with respect to Hazardous Materials, means to generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of or abandon Hazardous Materials.

(e)  “Permits” means all permits, authorizations, approvals, registrations, licenses, certificates or variances granted by or obtained from any federal, state, local or foreign governmental, administrative or regulatory authority.

(f)  “Release” or “Released” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing of Hazardous Materials into the environment, as “environment” is defined in The Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (“CERCLA”), other than “federally permitted releases” as that term is defined in Section 101(10) of CERCLA.

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(g)  “Response”, “Response Activity” or “Respond” means action taken to correct, remove, remediate, clean up, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material.

LESSEE’S RESPONSIBILITIES

(h)  With respect to Lessee’s occupancy, use and operations on the Premises, Lessee shall comply, at its sole cost, in all respects with all Environmental Laws, Permit requirements and applications relating to the Environment Laws (including without limitation the Title V Permit Application submitted to the Wisconsin Department of Natural Resources (“WDNR”) on March 2, 1995), affecting Lessee’s occupancy, use, and operations on the Premises. Lessee shall be responsible for any actions, including without limitation, notifications, fees, filings or penalties, required, assessed or imposed under Environmental Laws and Permits and applications relating to the Environmental Laws, as a result of Lessee’s occupancy, use and operations on the Premises.

(i)  Lessee shall immediately notify Lessor, and shall provide Lessor with copies of, any correspondence or communication to or from any governmental entity regarding the application of Environmental Laws to the Premises or Lessee’s occupancy, use or operations on the Premises, or any change in Lessee’s occupancy, use or operations on the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws or any Permits and applications relating to the Environmental Laws.

(j)  Lessee shall request and receive prior written approval from Lessor before Lessee may increase, change or modify Releases at the Facility, or construct, reconstruct, replace or relocate any Releases sources at the Facility, in any manner that will have, or may potentially have, an impact on the allowable Releases of Lessor or any of Lessor’s other Lessees under applicable Environmental Laws. Such impacts include without limitation Permit limits, the need to obtain new or modified Permits, Release limitations, operational or materials usage limitations, or Release controls imposed upon Lessor or any of Lessor’s other Lessees.

(k)  Lessee shall promptly notify Lessor of any issues of noncompliance related to Releases at Lessee’s Facility (whether asserted by a third party or discovered by Lessee), and any pending or contemplated modifications or changes to Lessee’s operations that may impact Lessor’s, or any of Lessor’s other Lessee’s obligations or rights under Environmental Laws relating to Releases.

(l)  Lessee shall maintain sufficient and accurate records required under any Permits, applications or Environmental Laws and shall allow Lessor to review such documents at reasonable times.

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(m)  Lessee shall not Manage or authorize the Management of, any Hazardous Materials on the Premises without prior written disclosure to and prior written approval by Lessor.

(n)  Lessee shall not take any action that would subject the Premises to additional Permit requirements under RCRA for treatment, storage or disposal of Hazardous Wastes without prior written disclosure to and prior written approval by Lessor.

(o)  Lessee shall not dispose of Hazardous Wastes in dumpsters provided by Lessor for Lessee’s use without prior written disclosure to and prior written approval by Lessor.

(p)  Except as otherwise provided herein, Lessee shall not discharge Hazardous Materials into Premises drains or sewers without prior written disclosure to and prior written approval by Lessor.

(q)  Except for non-material Releases incident to normal operations of Lessee, Lessee shall not cause or allow the Release of any Hazardous Materials on or to the Premises without prior written disclosure to and prior written approval by Lessor or in the event of an accidental Release, then Lessee shall notify Lessor of the Release immediately after the Release.

(r)  Lessee shall arrange at its sole cost and expense for the lawful transportation and off-site disposal at permitted landfills or other permitted disposal facilities and otherwise in accordance with all applicable Environmental Laws, of all its solid waste and Hazardous Wastes.

(s)  If Lessee’s Management of Hazardous Materials at the Premises (i) gives rise to any liability or claim under any Environmental Law, or any common law theory of tort or otherwise; (ii) gives rise to an obligation to initiate or undertake any Response Activity under any Environmental Law; (iii) causes a threat to, or endangers, the public health; or (iv) creates a nuisance or trespass, then, in any such event, Lessee shall, at its sole cost and expense, promptly take all applicable Response Activities or other action so as to comply in all material respects with all applicable Environmental Laws and otherwise reasonably address any liability or claim with respect thereto.

LESSOR’S RIGHTS AND RESPONSIBILITIES

(t)  If Lessee shall fail to comply with any of its obligations under this Section 16, Lessor shall have the right (but not the obligation) to take such action as is required to be taken by Lessee (including using Lessee’s Hazardous Waste identification number) and, Lessee shall then be liable and responsible to Lessor for all costs, expenses, liabilities, claims and other obligations paid, suffered, or

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incurred by Lessor in connection with such matters. Lessee shall reimburse Lessor promptly upon demand for all such amounts for which Lessor pays under this Section 16. Notwithstanding anything to the contrary in this Section 16, prior to Lessor taking any action required to be taken by Lessee hereunder, Lessor shall give notice to Lessee, and (except in an emergency) Lessor shall not take the action required to be taken by Lessee so long as Lessee promptly commences to take the required action and thereafter continuously and diligently proceeds to complete the required action.

(u)  Except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall comply with all Environmental Laws affecting the Premises. Lessor shall immediately notify Lessee of any correspondence or communication Lessor receives from any governmental entity regarding the application of Environmental Laws to the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws.

INDEMNIFICATION WITH RESPECT TO ENVIRONMENTAL MATTERS

(v)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessor hereunder, Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of the following:

(i)  any Hazardous Materials which, at any time during the lease term, are or were Managed, generated, stored, treated, Released, disposed of or otherwise located on or at the Premises due to Lessee’s activities (regardless of the location at which such Hazardous Materials are now or may in the future be located or disposed of), including but not limited to, any and all (A) liabilities and claims under any theory of tort, nuisance, strict liability, ultrahazardous activity, negligence or otherwise based upon, resulting from or in connection with any Hazardous Materials; and (B) obligations to take Response Activities pursuant to any investigation or remediation in connection with the decontamination, removal, transportation, incineration, or disposal of any of the foregoing;

(ii)  any actual or alleged illness, disability, injury, or death of any person, in any manner arising out of or allegedly arisen out of exposure to Hazardous Materials or other substances or conditions that are (or allegedly are) present at the Premises by virtue of Lessee’s operations at the Premises,

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regardless of when any such illness, disability, injury, or death shall have occurred or been incurred or manifested itself;

(iii)  any actual or alleged failure of Lessee at any time and from time to time to comply with all applicable Environmental Laws, whether before or after the date of this Lease and

(iv)  any failure by Lessee to comply with its obligations under Section 16.

It is expressly understood that Lessee’s obligations under this Section 16(v) shall survive the expiration or earlier termination of this Lease for any reason.

(w)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim in any manner resulting from or arising out of Lessor’s noncompliance with any Permit, regulatory or statutory obligations under the Environmental Laws. It is expressly understood that Lessor’s obligations under this Section 16(w) shall survive the expiration or earlier termination of this Lease for any reason.

(x)  In the event of a conflict between this Lease and that certain Environmental Agreement between Lessor, Lessee and S.C. Johnson Commercial Markets, Inc. of even date herewith, the Environmental Agreement shall control.

17.   Indemnification.

(a)  Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of:

(i)  Lessee’s occupancy, use or operation of the Premises or Equipment, or from any breach of, default under, or failure to perform any term or provision of this Lease by Lessee;

(ii)  any other act or omission of Lessee or its officers, employees, agents, contractors, guests or invitees;

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(iii)  any negligence, misconduct or other wrongful conduct of Lessee or any of Lessee’s officers, employees, agents, contractors, guests or invitees on the Premises;

(iv)  any claims from any of Lessee’s directors, officers, employees, contractors, agents or visitors arising directly or indirectly from the Premises or Lessee’s obligations or responsibilities described in this Lease; and

(v)  bodily injury (including death), property damage and personal injury to the extent such results from or arises out of the use or operation of the Equipment.

It is expressly understood that Lessee’s obligations under this Section 17(a) shall survive the expiration or earlier termination of this Lease for any reason.

(b)  Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of any breach of, default under, or failure to perform any term or provision of this Lease by Lessor, its officers, employees, agents, contractors, guests or invitees. It is expressly understood that Lessor’s obligations under this Section 17(b) shall survive the expiration or earlier termination of this Lease for any reason.

(c)  In the event a Party has a claim for indemnification, the rights, obligations and procedures of the matter shall handled in accordance with the indemnification procedure described in that certain Master Distribution Agreement between Lessor, Lessee and S.C. Johnson Commercial Markets, Inc. of even date herewith.

18.   Lessee’s Responsibilities.

Lessee agrees:

(a)  Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Lessee or used by Lessee for any purpose other than ingress and egress to and from the Premises and for going from one to another part of the Premises.

(b)  With respect to work being performed by Lessee in the Premises with the approval of Lessor, Lessee will refer all contractors, contractors’ representatives and installation technicians rendering any service to them to Lessor for Lessor’s

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supervision, approval and control before the performance of any contractual services. This provision shall apply to all work performed in the Premises including, but not limited to, installations of telephones, telegraph equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Premises.

(c)  Should Lessee require telegraphic, telephonic, or other communication service, Lessor will direct the electrician where and how wires are to be introduced and placed and none shall be introduced or placed except as Lessor shall direct. Such electric current shall not be used for power or heating without Lessor’s prior written permission.

(d)  Lessee shall not make or permit any improper, objectionable or unpleasant noises or odors in the Premises other than those typically found in operations similar to Lessee’s or otherwise interfere in any way with other Lessees or persons having business with them.

(e)  Unless Lessee and Lessor enter into alternative arrangements, Lessee shall expeditiously obtain and keep current any and all Permits, licenses and certificates now or hereafter required by any governmental body having jurisdiction over the Premises and/or Lessee’s activities thereon. Unless Lessee and Lessor enter into an alternative arrangement, and subject to a reasonable transition period (not to exceed 90 days from the Commencement Date) for transfer or reissuance (if required), such Permits, licenses and certificates shall be acquired and maintained by Lessee in its separate corporate status and not in the name of Lessor. This requirement shall include, but shall not be limited to any Permits, licenses and certificates which relate solely to Lessee’s waste disposal, including any activity which is solely related to Lessee’s operation.

(f)  Lessee has been given a copy of certain of Lessor’s Product Supply Division Policies and Procedures and a copy of Lessor’s Safety and Audit Assessment Policies and Procedures. Lessee shall comply with such policies and procedures, as the same may be amended from time to time.

(i)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Safety and Environment Program Assessment Audit, but in any event Lessee shall achieve, within 2 years after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

(ii)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Waxdale Housekeeping Audit, but in any event Lessee shall achieve, within 1 year after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

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(g)  Lessee shall participate in Lessor’s safety and environmental exercises.

(h)  Lessee shall participate in pan-Waxdale committees, including the Waxdale Safety Committee, Waxdale Safety and Environmental Committee, and the Waxdale Environment Committee.

(i)  Lessee shall encourage its employees to become members of the Waxdale Emergency Response Brigade.

19.   Damages or Destruction.

(a)  If any building or improvement upon the Premises is destroyed or damaged in whole or in part by fire, or other casualty, Lessee shall give notice thereof to Lessor, and except, as otherwise provided below, Lessor at Lessor’s cost and expense promptly shall repair, replace, and rebuild the buildings or improvements to at least as good condition as it or they were in immediately prior to such occurrence. Such work shall be commenced within 60 days after the settlement has been made with the insurance companies.

(b)  If following such damage or destruction the estimate of the time to complete such repair or restoration, as determined by the general contractor selected by Lessor, exceeds 240 days, Lessor and Lessee at their respective options shall have the right to terminate the Lease upon written notice to the other Party given within 20 days after receipt of the estimated time to repair or restore.

(c)  The net proceeds of any insurance shall be applied in payment of the cost of such repairing or rebuilding as the same progresses. If the insurance proceeds exceed the cost of such repairs or rebuilding, then the balance remaining after payment of the cost of such repairs or rebuilding shall be paid over and belong to Lessor.

(d)  Except as specifically provided in subsections (b), (e) or (f), this Lease shall not terminate or be affected in any manner by reason of the destruction or damage in whole or in part of the Premises or any building or improvement now or hereafter standing or erected thereon or by reason of the untenantability of the Premises or any such building or improvements. Rent shall in any case continue to be paid by Lessee. Lessee shall have the option of providing rent protection insurance for the benefit of Lessor with regard to damage or destruction of the Premises and any insurance benefits resulting therefrom shall be applied against any rent accruing to Lessor.

(e)  If the fire or casualty damages or destroys more than 25% of the improvements on the Premises and occurs within the last 12 months of the Lease Term, then Lessee, at its option, may elect to terminate the Lease by giving written notice thereof to Lessor within 15 days after such fire or casualty. If Lessee timely gives such notice

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then the Lease shall terminate as of the date of such fire or casualty; Lessee shall not be liable for any rent accruing after the date of such fire or casualty; Lessor shall not be required to rebuild or restore the Premises; and all casualty insurance proceeds shall be the sole property of Lessor.

(f)  If the insurance proceeds available for a fire or casualty are not sufficient to rebuild and restore the Premises, and if Lessor is not willing to provide the additional funds necessary then Lessor at its option may, within 60 days after the settlement has been made with the insurance companies, elect to terminate this Lease by giving written notice thereof to Lessee. In such event all insurance proceeds shall be paid to Lessor and the Lease shall terminate effective as of the date of such casualty loss.

20.   Condemnation.    If all of the Premises are taken by the exercise of the power of the eminent domain or conveyed under the threat of eminent domain, then this Lease shall terminate as of the date possession is taken by the condemnor. The entire compensation award shall belong to Lessor (except any portion thereof allocated to Lessee’s personal property or relocation benefits) and Lessee shall have no interest therein.

If less than all of the Premises is taken by the exercise of the power of eminent domain or sold under the threat of eminent domain, then Lessee shall have the right to terminate this Lease if the premises remaining are such that their continued use for the purposes for which the same were being used immediately prior to such taking is reasonably impractical or economically imprudent. Termination shall be as of the date legal possession is taken by the condemnor. The option to terminate herein granted shall be exercised in writing by Lessee within 30 days after the date of the taking of possession by the condemnor. In any event, the entire compensation award (except any portion thereof allocated to Lessee’s personal property or relocation benefits) shall belong to Lessor and Lessee shall have no interest therein (except any portion thereof allocated to Lessee’s personal property or relocation benefits). Restoration of the Premises following a taking shall be subject to the same terms as set forth in subsections (a) through (c) of Section 19 of this Lease, as though the taking had been a casualty, except that any balance of any award remaining completed shall be paid to and belong to Lessor.

21.   Inspection.    Lessor and its authorized representatives shall have the right, upon giving reasonable prior written notice except in an emergency, to enter the Premises or any part thereof and inspect the same for the purposes of determining Lessee’s compliance with the terms of this Lease or to make repairs required hereunder.

22.   Quiet Enjoyment.    So long as Lessee shall pay the rentals and all other sums herein provided and shall keep and perform all of the terms, covenants, and conditions on its part herein contained, Lessor covenants that Lessee, subject to Lessor’s rights herein, shall have the right to the peaceful and quiet occupancy of the Premises.

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23.   Force Majeure.    Except for the obligations imposed under Section 16, neither Party will be liable to the other for delay or default in the performance of any of its obligations for any cause beyond its reasonable control, including that of subcontractors directed by Lessor to provide services to Lessee. The Party claiming such cause of delay or default in performance shall give prompt written notice thereof to the other Party and shall exercise every reasonable means to avoid or abate the cause of delay or default. If such cause prevents the performance by a Party for a period of more than 90 days, then the Parties will confer and consider means for abating the cause or otherwise carrying out this Lease in a manner mutually agreeable to the Parties. If the Parties do not mutually agree to abate the cause or otherwise carry out this Lease within 180 days following the occurrence of the delay or default, the Party whose performance is not so delayed or prevented may terminate this Lease on at least 10 days’ advance written notice to the other Party. In the event of a force majeure event, Lessor may allocate its available site services, including utilities, in any manner which Lessor in its reasonable discretion concludes is appropriate under the circumstances.

24.   Mortgage and Subordination.    Lessor’s interest in this Lease or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Premises free from any liens for work performed, materials furnished, or obligations incurred by Lessee.

Unless Lessor or Lessor’s mortgagee notifies Lessee to the contrary, this Lease at all times shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the Premises by Lessor and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien(s) of any such mortgage or mortgages as shall be desired by Lessor or by any mortgagee, or proposed mortgagee; provided that any such mortgagee shall deliver to Lessee at or prior to the time this Lease becomes subordinate, a written agreement in recordable form providing that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage or after foreclosure thereof, so long as Lessee is not in default under any of the covenants, conditions, and agreements contained in this Lease.

25.   Estoppel Certificate.    At any time, and from time to time, each Party agrees, promptly and in no event later than 10 days after a request in writing from the other Party, to execute, acknowledge, and deliver to the requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there has been modification, that the same is in full force and effect as modified and stating the modification) and the dates to which the rental and other charges have been paid.

26.  Assignment and Subletting.    

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(a)  Lessee shall not mortgage or assign this Lease or any interest therein, or sublet all or any portion of the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of Lessor in each instance, which may be withheld for any reason. Any assignment, sublease or occupancy does not relieve Lessee from obtaining the consent in writing of Lessor to any further assignment, subletting or occupancy, and does not release Lessee or any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any other party of its obligations under this Lease. Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment not to exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed assignee or sublessee. Any permitted assignee or sublessee hereunder shall be bound by all of the terms and conditions of this Lease.

(b)  Lessor shall have the right at any time to sell or convey the Premises subject to this Lease or to assign its rights, title and interest as Lessor under this Lease in whole or in part. In the event of any such sale or assignment (other than a collateral assignment as security for an obligation of Lessor), Lessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to the date of such assignment or sale, to the extent that the buyer or assignee assumes such liabilities.

27.   Default and Remedies.

(a)  Each of the following shall be deemed a default of this Lease by Lessee:

(i)  If any rent or other monetary sum due remains unpaid for 5 business days following written notice that such sum is due;

(ii)  If Lessee makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct its business or affairs, or if Lessee is adjudged in any legal action to be either a voluntary or involuntary bankrupt;

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(iii)  If Lessee fails to perform or violates any other of the covenants, conditions, obligations or restrictions of this Lease; provided however, that such event shall not constitute a default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee written notice thereof and a period of 10 days thereafter shall have elapsed, during which period Lessee may correct or cure such event, upon failure of which a default shall be deemed to have occurred hereunder without further notice or demand of any kind. Notwithstanding the foregoing, if such breach or default cannot reasonably be cured within the ten (10) day period, and Lessee is diligently pursuing a cure of such breach or default, then Lessee shall, after receiving notice specified herein, have a reasonable period to cure such breach or default, not exceeding 120 days, provided Lessee continuously exercises due diligence in the cure of the same. Notwithstanding the foregoing, the failure to comply with the provisions of section 16 of this Lease dealing with compliance with Environmental Laws shall not constitute a default under this Lease if Lessee agrees to comply with such Environmental Laws and thereafter promptly, diligently and continuously works to comply with such Environmental Laws, in which event the 120 day time period set forth above shall not apply.

(b)  In the event of any breach or default, and without any notice, except, if applicable, the notice prior to default required under circumstances set forth in subsection (a) above, Lessor shall be entitled to exercise, at its option, concurrently, successively, or in any combination, any and all remedies available at law or in equity, including without limitation any one or more of the following:

(i)  To terminate this Lease;

(ii)  To terminate Lessee’s occupancy of the Premises and to re-enter and take possession of the Premises or any part thereof (which termination of occupancy and reentry shall result in a proportional abatement of rent (including other charges) but only to the extent Lessor occupies and actually uses substantially all of the Facility in the ordinary course of Lessor’s business operation and in any event such occupancy and reentry shall not operate to terminate this Lease unless Lessor expressly so elects) and of any and all fixtures which are located on the Premises and owned by Lessor;

(iii)  To relet the Premises or any part thereof for such term or terms (including a term which extends beyond the original term of this Lease), at such rentals, and upon such other terms as Lessor, in its sole discretion, may determine, with all net proceeds, after expenses, received from such reletting being applied to the rentals and other sums due from Lessee in such order as Lessor may determine, in its discretion, with Lessee remaining liable for any

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deficiency; with regard to any such reletting, Lessor may make repairs, alterations and additions in or to the Premises to the extent reasonably necessary to relet and Lessee shall be liable to Lessor for such expenses;

(iv)  To recover from Lessee all expenses, including attorneys’ fees, reasonably paid or incurred by Lessor as a result of any such default.

(v)  Except as set forth in Section 27(b)(ii), to accelerate all remaining rent due under the Lease (less the depreciation portion of the Basic Charge) for the remainder of the Lease Term (or any Renewal Term) with such amount to be determined by the present value of the aggregate amount of such rent, taxes, insurance and other obligations of Lessee under the Lease (except for Rent, based upon the amount thereof for the year immediately preceding the month in which the default has occurred) for the period from the date in which Lessee’s occupancy of the Premises has been terminated to the stated end of the Lease Term (or any Renewal Term) (such present value to be computed on the basis of a per annum discount rate equal to 3 percentage points in excess of the Prime Rate at the time of the default); and/or

(vi)  To recover from Lessee all rent not theretofore accelerated and paid pursuant to the foregoing subsection and any sums thereafter accruing as they become due under this Lease, if the Lease has not been terminated, during the period from the default to the stated end, of the Lease Term.

In addition, in the event of any breach or default by Lessee, Lessor may, at its option, but shall not be obligated to, immediately or at any time thereafter, and without notice except as required herein, correct such breach or default, without, however, curing the same, for the account and at the expense of the Lessee. Any sum or sums so paid by Lessor, together with interest at the rate of 3 percentage points in excess of the Prime Rate, and all costs and damages, shall be deemed to be additional rent hereunder and shall be due from Lessee to Lessor upon demand.

28.   Lessor’s Right to Cure.    If Lessor breaches any of its obligations under this Lease, Lessee shall notify Lessor and shall take no action respecting such breach so long as Lessor reasonably promptly begins to cure the breach and diligently pursues such cure to its completion.

29.   Change in Control.    In the event Lessee undergoes a Change in Control (as defined in that certain Technology Disclosure and License Agreement between Lessor, Lessee and S.C. Johnson Commercial Markets, Inc. of even date herewith) this Lease and the obligations of Lessor and the rights and privileges of Lessee under this Lease shall automatically terminate as of the effective date of the Change of Control.

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30.   Additional Rights Reserved to Lessor.    Without affecting Lessee’s obligations hereunder, Lessor reserves the right during the last year of the Lease Term to enter the Premises to display conspicuously thereon the usual “For Rent” or “For Sale” sign or card and at all reasonable times during the Lease Term to show the same to prospective purchasers, lessees or mortgagees, provided that the entry does not unreasonably interfere with the conduct and operation of Lessee’s business.

31.   Notices.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, 3 days after mailing (one business day in the case of express mail or overnight courier service), as follows:

If to Lessor:

S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Attn: General Counsel

If to Lessee:

Johnson Polymer, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Attn: General Counsel

32.   Intentionally Omitted.

33.   Holding Over.    If Lessee remains in possession of the Premises after the expiration of the Lease Term, then Lessee may be deemed a Lessee on a month-to-month basis and shall continue to pay rent and other sums and shall comply with all the terms of this Lease; provided that nothing herein nor the acceptance of rent by Lessor shall be deemed a consent to such holding over. Lessor shall be entitled to all remedies available to it at law or in equity for such holdover, including hoIdover rent at 200% of the rent payable hereunder.

34.   Waiver and Amendment.    This Agreement may be amended, or any provision of this Agreement may be waived; provided that any such amendment or waiver shall be binding upon any Party only if set forth in a writing executed by such Party and referring specifically to the provision alleged to have been amended or waived. No course of dealing between the Parties shall be deemed effective to modify, amend or discharge any

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part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

35.   Relationship of Parties.

(a)  Each of the Parties shall be solely responsible for its own strategic business decisions and day-to-day management and operational activities in all areas of its business. In this regard neither Party shall have decision-making authority with respect to the operations of the other Party nor shall it have authority to exercise any of the powers and authority of the other Party’s officers or employees. Each Party acknowledges that it is solely responsible for any decisions or actions undertaken at the advice or recommendation of the other Party.

(b)  Neither Lessee nor Lessor will be considered the agent of the other and neither will have the right to bind or obligate the other to any third party without specific prior written approval. Neither Lessee nor Lessor will be, nor be considered to be, partners or joint venturers of, or with, the other. The relationship of Lessor to Lessee under this Lease is that of an independent contractor. Nothing in this Lease will confer upon any person, other than Lessor and Lessee, and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under, or by reason of, this Lease.

36.   Dispute Resolution.    In the event of any dispute or disagreement between the Parties hereto as to the interpretation of any provision of this Agreement (or the performance of any obligations hereunder) the matter shall be handled in accordance with the dispute resolution procedure described in Section 31(a), (b) and (c)(i) of that certain license Agreement between Lessor and Lessee of even date herewith, pursuant to which Lessor has granted to Lessee, inter alia, a license to use certain technology in connection with Lessee’s manufacturing, marketing and sale of certain products, with the CEO of Lessor having ultimate authority to resolve the dispute as he sees fit, and the Parties agree to be bound by the final decision of the CEO of Lessor and agree not to challenge such decision in court on or before any other judicial or administrative body.

37.   Severability.    If any of the terms or provisions contained herein shall be declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions and conditions of this Lease, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law.

38.   No Strict Construction.    Lessor and Lessee confirm that they have reviewed, negotiated and adopted this Agreement as the agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the parties

26

hereto to express their mutual intent, and no rule of strict construction shall be applied against either Party.

39.   Entire Agreement.    This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understanding, whether written or oral, relating to such subject matter, including the 3 Leases between the Parties, each dated June 28, 1997.

40.   Governing Law.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin (without giving effect to its conflict of law principles).

41.   Interpretation.    The headings and captions contained in this Agreement and in any Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule and not otherwise defined therein shall have the meanings set forth in this Agreement. The use of the word “including” herein shall mean “including without limitation”.

42.   Counterparts.    This Lease may be executed in one or more counterparts, each of which shall be deemed an original.

43.   Lessee’s Representations as to Authority.

(a)  Lessee is a Wisconsin corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in Wisconsin and has the power and authority to consummate the transactions contemplated by this Lease.

(b)  All proceedings of Lessee necessary to consummate the transactions contemplated by this Lease have been duly taken in accordance with the law.

44.   Brokers.    Lessor and Lessee agree to indemnify and hold each other harmless from and against any claims by any other broker or agent claiming commissions or other compensation as Lessor’s or Lessee’s respective representative or agent with regard to this transaction. The provisions of this Section shall survive the termination of this Lease.

45.   Equipment Lease.

(a)  Lessor shall purchase the equipment (designated by the letters MACH or MACH 5) as described in Exhibit D (the “Equipment”) and title shall transfer to Lessor as of the Commencement Date. The Equipment shall be in the same condition as when transferred to Lessee on June 28, 1997 other than ordinary wear and tear excepted. Except as set forth in the preceding sentence such purchase shall be “AS IS, WHERE IS,” WITH NO WARRANTIES, EXPRESSED OR IMPLIED

27

INCLUDING NO WARRANTY OF MERCHANTABILITY AND NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. The purchase price for the Equipment shall be equal to the net book value of the Equipment as of the Commencement Date (the “Initial Purchase Price”).

(i) Lessee shall have the option of removing any or all of the items of Equipment at the termination or earlier expiration of this Lease, so long as such Equipment can be removed without harming the Premises. Within 30 days after the termination or earlier expiration of the Lease, Lessee shall notify Lessor, in writing, of those items of Equipment which it intends to remove. The Initial Purchase Price shall be reduced by the then current net book value of each such item of Equipment. Title to all such items of Equipment shall transfer to Lessee upon the payment described in subsection (a) above.

(ii) Lessee shall suitably pack and remove all items of Equipment described in Section 45(a)(i) from the Facility within 60 days after the termination or earlier expiration of this Lease. Lessee must leave the area where such items of Equipment were located in broom clean condition and repair any damage caused by Lessee during the physical removal of such items of Equipment.

(b) Lessee shall owe Lessor annual rent on the Equipment equal to the annual depreciation of the Equipment taken on the books of Lessor. In lieu of Lessee making cash payments of the rent, the Initial Purchase Price shall be decreased by the total amount of the annual depreciation of the Equipment taken on the books of the Lessor during the term of this Lease.

(c) Lessor shall pay the Initial Purchase Price as adjusted (taking into consideration the reductions described in Section 45(a)(i) and 45(b)) to Lessee within 60 days after the termination or earlier expiration of this Lease.

(d) Other than office equipment such as copiers and computers, Lessee shall not add any equipment to the Facility without in each instance submitting plans and specifications for such equipment to Lessor and obtaining Lessor’s prior written consent. Lessor may withhold consent in its sole discretion or may impose any conditions it chooses on such consent including that Lessor purchase such equipment and lease it to Lessee at a fair rental value or in such other manner that is mutually agreeable to Lessor and Lessee.

(e) The Equipment is provided for the sole use of Lessee. The Equipment may not be removed from the Facility without the prior written consent of Lessor.

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(f) Lessee shall properly and safely operate and maintain the Equipment in good working order. Lessee shall operate and maintain the Equipment in accordance with all applicable laws and regulations and appropriate industry standards. Such standards include, but are not limited to, Original Equipment Manufacturer (OEM) recommended maintenance schedules, as well as recommended equipment testing and inspection protocol standards set forth in American Petroleum Institute and National Fire Protection Association modes for Hazardous Materials storage handling and transfer to minimize the Release of such Hazardous Materials.

(g) Lessee shall provide all necessary routine and preventive maintenance to the Equipment and will repair and replace all damaged or broken parts. Lessee, at its sole cost and expense, shall replace any of the Equipment which is lost or stolen.

(h) LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE EQUIPMENT. LESSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTEIS OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES REGARDING THE QUALITY OF THE MATERIAL OR WORKMANSHIP OR CONFORMITY OF EQUIPMENT WITH ANY SPECIFICATIONS. THE LESSOR LEASES THE EQUIPMENT TO LESSEE “AS IS” “AND “WHERE IS”.

(i) LESSEE WAIVES ALL CLAIMS AGAINST LESSOR IN CONNECTION WITH LESSES’S LEASE OF THE EQUIPMENT. LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY ACTUAL, INCIDENTAL CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN CONNECTION WITH LESSEE’S LEASE OF THE EQUIPMENT.

(j) Nothing contained in this Lease gives Lessee any right, title or interest in the Equipment, except as a lessee. Lessee shall hold the Equipment subject to the rights of the Lessor and shall at Lessee’s expense protect and defend Lessor’s title against all persons claiming any rights in the Equipment, and shall at all times keep the Equipment free and clear from any legal process, liens or encumbrances, and shall give Lessor immediate written notice of any such claims or actions. Lessee shall cooperate with Lessor’s efforts in protecting Lessor’s interest and ownership in the Equipment.

(k) Lessee shall assume the entire risk of loss for damage or destruction to the Equipment. Lessee shall pay all taxes, including property taxes, that become due with respect to the Equipment.

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(l) This Lease cancels and supercedes the Equipment Repurchase Agreement dated June 28, 1997, between the Parties.

Signed:
LESSOR:
S.C. JOHNSON & SON, INC.
By:	/s/    NEAL R. NOTTLESON
	Neal R. Nottleson Vice Chairman

LESSEE:
JOHNSON POLYMER, INC.
By:	/s/    S. CURTIS JOHNSON
	S. Curtis Johnson President

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EX-10.15

EXHIBIT 10.15

EXECUTION COPY

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

REAL ESTATE AND EQUIPMENT LEASE AGREEMENT

BETWEEN

S.C. JOHNSON & SON, INC.

AND

S.C. JOHNSON COMMERCIAL MARKETS, INC.

TABLE OF CONTENTS

Section		Page
1.	BASIC TERMS	1
2.	DEMISE OF PREMISES	2
3.	OPTION TO EXPAND	2
4.	LEASE TERM	2
5.	RENEWAL	2
6.	USE	3
7.	RENTALS	3
8.	CONDITIONS OF PREMISES	6
9.	REPAIRS AND MAINTENANCE	6
10.	IMPROVEMENTS	8
11.	SIGNS	9
12.	UTILITIES AND BUILDING SYSTEMS	9
13.	INTENTIONALLY OMITTED	9
14.	INSURANCE	9
15.	COMPLIANCE WITH LAWS	11
16.	ENVIRONMENTAL MATTERS	11
17.	INDEMNIFICATION	16
18.	LESSEE’S RESPONSIBILITIES	17
19.	DAMAGES OR DESTRUCTION	18
20.	CONDEMNATION	19
21.	INSPECTION	20
22.	QUIET ENJOYMENT	20

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23.	FORCE MAJEURE	20
24.	MORTGAGE AND SUBORDINATION	21
25.	ESTOPPEL CERTIFICATE	21
26.	ASSIGNMENT AND SUBLETTING	21
27.	DEFAULT AND REMEDIES	22
28.	LESSOR’S RIGHT TO CURE	24
29.	CHANGE IN CONTROL	24
30.	ADDITIONAL RIGHTS RESERVED TO LESSOR	24
31.	NOTICES	24
32.	INTENTIONALLY OMITTED	25
33.	HOLDING OVER	25
34.	WAIVER AND AMENDMENT	25
35.	RELATIONSHIP OF PARTIES	25
36.	DISPUTE RESOLUTION	26
37.	SEVERABILITY	26
38.	NO STRICT CONSTRUCTION	26
39.	ENTIRE AGREEMENT	26
40.	GOVERNING LAW	26
41.	INTERPRETATION	26
42.	COUNTERPARTS	27
43.	LESSEE’S REPRESENTATIONS TO AUTHORITY	27
44.	BROKERS	27
45	EQUIPMENT LEASE	27

ii

Exhibits

Exhibit A	Description of the Premises
Exhibit B	1999/00 Occupancy and Shared Services Charges-Professional
Exhibit C	Description of Items Included in the Basic Charge
Exhibit D	Leased Equipment

iii

REAL ESTATE AND EQUIPMENT LEASE AGREEMENT

Site:	Portions of Buildings 59 and 63 at the Lessor’s Waxdale Plant located in Mt. Pleasant, Wisconsin.
Date:	July 3, 1999
Lessor:	S. C. JOHNSON & SON, INC.
Address:	1525 Howe Street Racine, Wisconsin 53403-2236
Lessee:	S.C. JOHNSON COMMERCIAL MARKETS, INC.
Address:	8310 16th Street P.O. Box 0902 Sturtevant, Wisconsin 53177-0902

THIS LEASE is made effective July 3, 1999, by and between S. C. Johnson & Son, Inc. (“Lessor”), and S.C. Johnson Commercial Markets, Inc. (“Lessee”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Basic Terms:    The following terms shall have the meaning set forth in this Section unless specifically modified by other provisions of this Lease:

(a)  Facility:    Portions of Buildings 59 and 63 shown on Exhibit A.

(b)  Total Facility Square Footage:    45,649 square feet.

(c)  Lease Term:    2 years commencing July 3, 1999.

(d)  Commencement Date:    July 3, 1999.

(e)  Termination Date:    July 2, 2001.

(f)   Rent for Fiscal Year 99/00:    See Exhibit B.

(g)  Permitted Use:    Manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office.

(h)  Security Deposit:    None.

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(i)  Guarantor:    None.

(j)  Leased Equipment:    See Exhibit D.

(k)  Exhibits:	A-Description of the Premises
	B-Description of all Rental Rates, Central Pool Costs and Utility Charges for 99/00
	C-Description of Items included in the Basic Charge
	D-Description of Leased Equipment

2.   Demise of Premises.    Lessor hereby lets and demises to Lessee and Lessee hereby rents from Lessor the building(s) or portions thereof more particularly described on Exhibit A attached hereto, together with the fixtures and any other improvements thereto (the “Facility”) and all rights appurtenant thereto and owned by Lessor together with full rights of ingress and egress to and from the premises and the right to use access roads, parking lots and other agreed upon common areas (collectively the “Premises”), subject to the terms and conditions set forth below.

3.   Option to Expand.    Lessee may request Lessor to expand the demised Premises into additional spaces/buildings/land. Lessor may, at its sole discretion, agree to allow Lessee to expand into such additional spaces/buildings/land. If Lessor agrees to allow Lessee to expand, Lessor shall provide to Lessee, in writing, a description of the proposed additional spaces/buildings/land and the rental rates and other fees to be paid by Lessee for such additional spaces/buildings/land. If Lessee accepts the description and the rates/fees, the demised Premises under this Lease shall be expanded to include such additional spaces/buildings/land as agreed. The terms and conditions of this Lease shall also apply to the additional spaces/buildings/land.

4.   Lease Term.    The Lease Term shall commence on July 3, 1999 and end on July 2, 2001 unless renewed or earlier terminated as provided herein. Either party may terminate this entire Lease (or terminate the Lease with respect to either building) upon 6 months written notice prior to the end of the initial Lease Term or prior to the end of any Renewal Term; provided, however, if Lessor terminates the Lease of Building 63 pursuant to this Section, Lessor will offer Lessee alternate rental space in Lessor’s Building 65.

5.   Renewal.

(a)  Subject to the terms and conditions set forth in this Section 5, the Lease Term shall automatically be renewed for an indefinite number of additional periods of 1 year (the “Renewal Term”); provided that Lessor has not given Lessee notice of default under any of the terms, covenants or conditions of the Lease on or before the date of the start of such Renewal Term and such default is not cured within the applicable cure period.

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(b)  Each Renewal Term shall be upon the same terms, covenants and conditions contained in this Lease, except for the amount of Rent payable during the Renewal Term(s), which shall be adjusted as set out in subsection (c) below. Any reference in the Lease to the Lease Terms shall be deemed to include the Renewal Term(s) and apply thereto, unless it is expressly provided otherwise. Any termination of this Lease during the Lease Term shall terminate all rights under this Section.

(c)  Lessor shall have the option of continuing the then-current rental methodology for the Renewal Term(s) or having Lessor and Lessee enter into good faith negotiations to develop a mutually acceptable alternative rental methodology. In the event Lessor does not desire to continue the then-current methodology and the parties do not reach agreement respecting an alternative rental methodology, Lessor shall engage an independent third party real estate management firm to determine the fair market rental value of the Premises. Lessor shall give Lessee notice of any changes in the rental rates based on this subsection (c), if at all, no later than 7 full calendar months prior to the expiration of the Lease Term or any Renewal Term and such changes shall be effective the first day of the succeeding Renewal Term.

6.   Use.    During the entire Lease Term, the Premises shall be leased, used and occupied by Lessee for manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office use in accordance with all applicable governmental laws and regulations, and for no other purpose without the prior written consent of Lessor, which shall not be unreasonably withheld or delayed.

7.   Rentals.

(a)  As and for rental of the Premises during the fiscal year 99/00, the rental rates, Central Pool Costs, wastes and utility charges, along with other rental charges shall be determined in accordance with Exhibit B which amounts will be trued-up in accordance with past practice. Exhibit B shows the total rent due for fiscal year 99/00 under both of the Leases between Lessor and Lessee of even date herewith.

(b)  Total Annual Rent of the Premises for each fiscal year thereafter shall be equal to (1) the (Basic Charge plus the CPI Adjustment) multiplied by the Total Facility Square Footage, plus (2) the Return on Capital. Lessor shall invoice Lessee monthly for  ¹/12th of the total annual Rent.

(i)  The Basic Charge for fiscal year 00/01 shall be [**] per square footage of the total Facility. The Basic Charge may be adjusted as described below:

(A)  Exhibit C describes the items that make up the Basic Charge. If Lessor’s total Waxdale per square foot costs of the items making

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up the Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) differs from time to time by 5% or more from the then current Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) as adjusted by the CPI Adjustment (as described below) then the Basic Charge shall be adjusted to reflect Lessor’s actual cost increase or decrease effective as of the beginning of the succeeding fiscal year.

(B)  The taxes portion of the Basic Charge calculation shall not include Improvements made by Lessor, after the Commencement Date, to portions of Waxdale that are dedicated solely to Lessor.

(ii)  The CPI Adjustment shall be equal to:

Current CPI Amount ÷ Base CPI Amount X Basic Charge

(A)  “CPI” shall mean the Consumer Price Index, all Urban Consumers, U.S. City Average (1982-84 = 100), published by the Bureau of Labor Statistics of the U.S. Department of Labor.

(B)  “Base CPI Amount” shall mean the CPI for the month of January, 1999.

(C)  “Current CPI Amount” shall mean the CPI for the month of January of the current calendar year.

(D)  An example of the calculation of the CPI Adjustment payable under this Section is as follows:

CPI Adjustment for 00/01—Suppose the Base CPI is 120 (CPI for January 1999) and the Current CPI is 125 (CPI for January 2000); the Current CPI amount of 125 is divided by the Base CPI Amount of 120 yielding a quotient of 4.17%, which is then multiplied by [**] (the initial Basic Charge for 00/01) yielding a CPI Adjustment figure for 00/01 of [**].

CPI Adjustment for 01/02—Suppose the Current CPI is 127 (CPI for January 2001); the Current CPI amount of 127 is divided by the Base CPI Amount of 120 yielding a quotient of 5.83%, which is then multiplied by the Basic Charge (assume it is still [**]) yielding a CPI Adjustment figure for 01/02 of [**].

(iii)  The Return on Capital shall be equal to Lessee’s proportional share of the net book value of the entire shared building containing the Facility as of

4

the first day of January immediately preceding the commencement of the fiscal year of adjustment multiplied by 10%.

(A)  Lessee’s proportional share shall be determined by taking Lessee’s square footage of the entire shared building and dividing by the total square footage of the shared building.

Suppose Lessee’s square footage is equal to 30,000 square feet and the total square footage is equal to 100,000 square feet. Lessee’s proportional share is 30%.

(B)  An example of the calculation of the Return on Capital payable under this Section is as follows:

Return on Capital for 00/01—Suppose the net book value of the entire shared building containing the Facility as of January 1, 2000 is $900,000; multiply $900,000 by 30% to get Lessee’s proportional share of the net book value; then multiply by 10% yielding a Return on Capital figure for 00/01 of $27,000.

(c)  Lessee shall also pay the following variable expenses:

(i)  Solid Waste Management, Wastewater Treatment and the Powerhouse—Lessor shall annually budget these items for the entire Waxdale complex and shall include Lessee’s use of the Facility in such annual budget. Lessor shall invoice Lessee monthly for  ¹/12 of the budgeted amount attributable to the Facility. Lessor shall not do a year-end adjustment of these expenses.

(ii)  Utilities, Trash Hauling, Off-Site Waste Hauling and Treatment and Sewer Bills—

(A)  If such items are separately metered or separately measured and billed, Lessee shall pay directly to the utility or service provider, all charges related to the Facility when due at the prevailing rate. For those items that are separately metered or separately measured and billed and not paid by Lessee directly to the utility or service provider, Lessor shall invoice Lessee monthly.

(B)  If not separately metered or separately measured and billed, Lessee will pay a pro rata share of such items for the Waxdale complex based on a methodology which allocates such expenses based on specific types of usage of occupied space available at the Waxdale complex or based on specific levels of use. Specific types of occupied space available at Waxdale include Production,

5

Warehouse, and Office. Lessee’s share of such expenses shall be based on the ratio of the specific type of square footage occupied by Lessee to the total square footage of that same specific type of occupied space available at Waxdale. Each type of occupied space at Waxdale shall be allocated costs based on a reasonable allocation determined by Lessor.

For those items that are not separately metered or separately measured and billed, Lessor shall annually budget for such items and shall invoice Lessee monthly for  ¹/12 of the budgeted amount. Lessor shall do a year-end adjustment reflecting the actual amount of each of these items for the Waxdale complex and allocating such actual expenses in the same manner as described in the preceding paragraph.

(d) Invoices for rent shall be issued following the period to which they relate and payment of all invoices shall be net 30 days.

8.   Conditions of Premises.    LESSOR IS LEASING THE PREMISES TO LESSEE “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY, AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY OBLIGATION TO ALTER, REMODEL, IMPROVE, REPAIR, DECORATE OR CLEAN ANY PART OF THE PREMISES. Lessee’s taking possession of any portion of the Premises shall be conclusive evidence that the Premises were in good order, repair and condition.

9.   Repairs and Maintenance.

(a)  Lessee shall keep and maintain, repair and, when necessary, replace the interior and non-structural portions of the Facility in good, substantial and sufficient condition, repair and order, normal wear and tear expected. Where possible, Lessee shall use Lessor’s employees or contractors to perform all repairs, maintenance and replacements. Upon expiration or earlier termination of this Lease, Lessee shall surrender the Premises to Lessor in good condition and repair, normal wear and tear damage from fire or other casualty only excepted.

(b)  Lessor shall keep and maintain, repair and, when necessary, replace the Premises including, but not limited to building systems, roadways, and utilities (other than those portions of the Premises that Lessee is responsible for as described in subsection (a) above) in good, substantial and sufficient condition, repair, and order.

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(i)  If such maintenance, repairs and replacements are to dedicated (i.e. Lessee is the sole user/occupier) buildings or systems or to dedicated portions of the buildings or systems, then Lessee shall pay all of the cost of the maintenance, repairs and replacements.

(ii)  If such maintenance, repairs and replacements are to shared (i.e. Lessee and Lessor both use/occupy) buildings or systems or to shared portions of the buildings or systems, then Lessee shall pay its proportionate share of the cost of the maintenance repairs and replacements, determined by taking Lessee’s square footage of such shared building and dividing by the total square footage of the shared building being repaired, maintained or replaced.

(iii)  If such maintenance, repairs and replacements are to Waxdale infrastructure (including locker rooms, guardhouse, roadways, sewers, parking lots, main aisles, outside lighting, fences, paging systems, cafeteria and other common systems outside of the footprint of the Facility), then Lessee shall pay its proportionate share of the cost of the maintenance, repairs and replacements, determined by taking the Facility Square Footage and dividing by total usable building square footage at Waxdale.

(iv)  All other maintenance, repairs and replacements described in this subsection shall be paid for by Lessor.

(v)  Notwithstanding the foregoing, all repairs, maintenance and replacements that are necessitated by the negligence or intentional misconduct of either Party or its employees, agents, or contractors, shall be made by (and paid for) solely by such Party.

(vi)  Lessor shall determine, in its reasonable discretion, whether repairs, maintenance and replacements are dedicated, shared, Waxdale infrastructure or Lessor’s under the subsections above.

(vii)  Lessor may invoice Lessee for the repairs, maintenance and replacements upon the occurrence of such repairs, maintenance and replacements. Alternatively, Lessor, in its sole discretion, may annually budget for such items and invoice Lessee monthly for  ¹/12 of the budgeted amount and Lessor shall do a year-end adjustment reflecting the actual amount of repairs, maintenance and replacements performed. Payment of all invoices shall be net 30 days.

(c)  Lessor shall be responsible for all landscaping and lawn maintenance, repair and replacement, including, without limitation, all snow and ice removal from all

7

driveways, parking areas and sidewalks on or adjacent to the Premises and the expenses for such are a component of the Basic Charge.

10. Improvements.

(a)  Lessee shall not make any improvements or alterations to the Premises, including additions or deletions of equipment or other fixtures (“Improvements”) without in each instance submitting plans and specifications for Improvements to Lessor and obtaining Lessor’s prior written consent. Lessor may withhold consent in its sole discretion and may impose any conditions it chooses on such consent. At Lessor’s option, Lessor’s employees or contractors shall perform the work on Improvements. Lessee shall pay the cost of all Improvements. Lessee shall pay all taxes applicable to such Improvements.

(b)  All Improvements now a part of the Premises, or hereafter constructed in the Premises by either Lessor or Lessee, shall become Lessor’s property upon installation, except for fixtures and equipment which Lessee can remove without undue harm to the Premises and that Lessor requires Lessee to remove at Lessee’s cost upon expiration or earlier termination of this Lease. Such items shall remain the property of Lessee.

(c)  The following requirements shall apply to all Improvements:

(i)  Prior to commencement, Lessee shall furnish to Lessor building permits, environmental permits, certificates of insurance satisfactory to Lessor, and, at Lessor’s request, a notice of commencement;

(ii)  Lessee shall perform all work related to Improvements so as to maintain peace and harmony among other contractors serving the Premises and shall avoid interference with other work to be performed or services to be rendered in the Premises;

(iii)  The work on Improvements shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable laws, ordinances and regulations;

(iv)  Lessee shall permit Lessor, at Lessor’s option, to supervise all work on Improvements; and

(v)  Upon completion, Lessee shall furnish Lessor with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials.

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11.   Signs.    Lessee shall have the right to install or erect on the Facility or to affix to any building that is part of the Facility such signs as it may deem necessary or appropriate to advertise its name and business, subject to requirements of law and subject to Lessor’s prior written consent. Said signs shall remain Lessee’s personal property and be removed (and the Premises restored, if necessary) as set forth above. Lessee shall be responsible for obtaining any approvals required for signage.

12.   Utilities and Building Systems.

(a)  Except for nitrogen generation after the termination of Johnson Polymer, Inc.’s lease for production of nitrogen in 2001, Lessor shall provide all utilities and building systems to the Premises in substantially the same manner as provided on the Commencement Date of this Lease. After the termination of the nitrogen lease, Lessor shall be responsible for nitrogen generation.

(b)  No interruption of utilities or building systems caused by repairs, replacements, or alterations to a utility or building system or, by any other cause beyond the reasonable control of Lessor, shall be deemed an eviction or disturbance of Lessee’s possession of any part of the Premises, or render Lessor liable to Lessee, or otherwise affect the rights and obligations of Lessor and Lessee under this Lease.

(c)  In no event will Lessor be responsible for or liable to Lessee for any claims attributed to Lessor’s performance of providing utilities or building systems to the Premises. A utility company providing utility service to the Premises, and its employees and agents, shall not be considered agents of Lessor.

13.   Intentionally Omitted.

14.   Insurance.    In the event Lessor and Lessee cease being covered under common insurance policy, they agree the following insurance terms shall apply:

(a)  Liability Insurance of Lessee.

(i)  Lessee shall maintain at its own expense the following types and amounts of insurance in addition to such other insurance as Lessor may reasonably require from time to time: comprehensive public liability and property damage insurance, against bodily injury liability and property damage liability, including, without limitation, any liability arising out of the ownership, maintenance, repair, condition or operation of the Premises or adjoining ways, streets, parking areas, or sidewalks. Such insurance policy or policies shall contain a “severability of interest” clause or endorsement that precludes the insurer from denying the claim of either Lessee or Lessor

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because of the negligence or other acts of the other. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably require from time to time.

(ii)  All insurance policies shall: (A) be endorsed to protect Lessor and Lessee, as their respective interests may appear; (B) be obtained by Lessee under valid, and enforceable standard form policies issued by responsible insurance companies licensed to do business in the State of Wisconsin and reasonably acceptable to Lessor; (C) provide for a waiver of subrogation by the insurer as to claims against Lessor, its officers, directors, employees, and agents; (D) provide that such insurance cannot be unreasonably canceled, invalidated, or suspended on account of the conduct of Lessee, its officers, directors, employees, or agents; (E) provided that any “no other insurance” clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and that the insurance policy shall not be brought into contribution with insurance maintained by Lessor; and (F) provide that the policy of insurance shall not be terminated, canceled, or substantially modified without at least 30 days’ prior written notice to Lessor.

(iii)  Lessee shall provide to Lessor and to any lender designated by Lessor certificates of insurance or copies of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times during the Lease Term and that premiums due thereunder have been paid. If Lessee shall not have done so within 15 days after written notice from Lessor, Lessor shall have the right to take any action or make any payment required to continue coverage as required by this Lease and Lessee hereby covenants to reimburse and hold Lessor harmless for the cost of any such action or payment if Lessor is not provided with such evidence of insurance within such 15 day period.

(b)  Property and Liability Insurance of Lessor.

(i)  Lessor shall maintain at Lessee’s expense during the Lease Term extended coverage insurance against loss, damage, or destruction by fire and other casualty, including earthquake, theft, vandalism and malicious mischief, boiler explosion (if there is any boiler upon the Premises), sprinkler damage (if the Premises has a sprinkler system), all matters covered by a standard extended coverage endorsement, and such other risks as Lessor reasonably may require, insuring the Premises and all improvements thereon for not less than their full insurable value on a replacement cost basis.

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(ii)  Lessor shall maintain during the Lease Term comprehensive general liability insurance covering, without limitation, any liability arising out of the ownership, maintenance, repair, condition, or operation of the Premises or adjoining ways, streets, parking areas or sidewalks. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably desire from time to time.

(iii)  All insurance policies shall (A) be endorsed to protect Lessor and Lessee. as their respective interests may appear, (B) be obtained by Lessor under valid and enforceable standard policies issued by responsible insurance companies licensed to do business in the State of Wisconsin, and (C) provide for a waiver of subrogation by the insurer as to claims against Lessee, its officers, directors, employees, and agents.

(iv)  The cost of all insurance obtained by Lessor hereunder shall be reimbursed by Lessee within 10 days after receipt of an invoice therefor from Lessor.

(v)  Lessor and Lessee hereby waive any and all claims against each other for damage to or destruction of any improvements upon the Premises (whether or not resulting from the negligence of the other Party) that are paid by insurance, which Lessor carries pursuant to this Lease.

15.   Compliance with Laws.    Except with respect to environmental matters which are dealt with in Section 16, Lessee shall, at its sole cost and expense, comply with any and all laws, statutes, ordinances, regulations, and restrictions and easements of record, now or hereafter in force, applicable to the occupancy, use or operation of the Premises or, (subject to Lessor’s obligations under Section 9) to the making of repairs thereto, or of changes, alterations, or improvements thereto. Lessee, its agents, employees and business invitees shall abide by all rules policies, procedures, guidelines and regulations, including health, safety and environment rules reasonably imposed by Lessor. Except with respect to environmental matters which are dealt with in Section 16, Lessee also covenants to comply, at its sole cost and expense, with any and all rules and regulations applicable to the Premises issued by insurance companies writing policies covering the Premises.

16.   Environmental Matters.

DEFINITIONS

(a)  “Environmental Laws” means any or all of the following: present or hereinafter enacted applicable federal, state, local and foreign laws (common or otherwise), regulations, statutes, ordinances, rules, orders, judgments and other legal

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requirements relating to pollution or protection of the environment, natural resources, or human or public health and safety, as amended or supplemented.

(b)  “Hazardous Materials” means any hazardous substance, pollutant, contaminant, waste, by-product, constituent, or material as to which liability or standards of conduct can be imposed pursuant to any Environmental Laws.

(c)  “Hazardous Wastes” shall have the meaning set forth in the Resource Conservation and Recovery Act or applicable analogous state law.

(d)  “Manage” or “Management”, with respect to Hazardous Materials, means to generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of or abandon Hazardous Materials.

(e)  “Permits” means all permits, authorizations, approvals, registrations, licenses, certificates or variances granted by or obtained from any federal, state, local or foreign governmental, administrative or regulatory authority.

(f)  “Release” or “Released” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing of Hazardous Materials into the environment, as “environment” is defined in The Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (“CERCLA”), other than “federally permitted releases” as that term is defined in Section 101(10) of CERCLA.

(g)  “Response”, “Response Activity” or “Respond” means action taken to correct, remove, remediate, clean up, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material.

LESSEE’S RESPONSIBILITIES

(h)  With respect to Lessee’s occupancy, use and operations on the Premises, Lessee shall comply, at its sole cost, in all respects with all Environmental Laws, Permit requirements and applications relating to the Environment Laws (including without limitation the Title V Permit Application submitted to the Wisconsin Department of Natural Resources (“WDNR”) on March 2, 1995), affecting Lessee’s occupancy, use, and operations on the Premises. Lessee shall be responsible for any actions, including without limitation, notifications, fees, filings or penalties, required, assessed or imposed under Environmental Laws and Permits and applications relating to the Environmental Laws, as a result of Lessee’s occupancy, use and operations on the Premises.

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(i)  Lessee shall immediately notify Lessor, and shall provide Lessor with copies of, any correspondence or communication to or from any governmental entity regarding the application of Environmental Laws to the Premises or Lessee’s occupancy, use or operations on the Premises, or any change in Lessee’s occupancy, use or operations on the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws or any Permits and applications relating to the Environmental Laws.

(j)  Lessee shall request and receive prior written approval from Lessor before Lessee may increase, change or modify Releases at the Facility, or construct, reconstruct, replace or relocate any Releases sources at the Facility, in any manner that will have, or may potentially have, an impact on the allowable Releases of Lessor or any of Lessor’s other Lessees under applicable Environmental Laws. Such impacts include without limitation Permit limits, the need to obtain new or modified Permits, Release limitations, operational or materials usage limitations, or Release controls imposed upon Lessor or any of Lessor’s other Lessees.

(k)  Lessee shall promptly notify Lessor of any issues of noncompliance related to Releases at Lessee’s Facility (whether asserted by a third party or discovered by Lessee), and any pending or contemplated modifications or changes to Lessee’s operations that may impact Lessor’s, or any of Lessor’s other Lessee’s obligations or rights under Environmental Laws relating to Releases.

(l)  Lessee shall maintain sufficient and accurate records required under any Permits, applications or Environmental Laws and shall allow Lessor to review such documents at reasonable times.

(m)  Lessee shall not Manage or authorize the Management of, any Hazardous Materials on the Premises without prior written disclosure to and prior written approval by Lessor.

(n)  Lessee shall not take any action that would subject the Premises to additional Permit requirements under RCRA for treatment, storage or disposal of Hazardous Wastes without prior written disclosure to and prior written approval by Lessor.

(o)  Lessee shall not dispose of Hazardous Wastes in dumpsters provided by Lessor for Lessee’s use without prior written disclosure to and prior written approval by Lessor.

(p)  Except as otherwise provided herein, Lessee shall not discharge Hazardous Materials into Premises drains or sewers without prior written disclosure to and prior written approval by Lessor.

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(q)  Except for non-material Releases incident to normal operations of Lessee, Lessee shall not cause or allow the Release of any Hazardous Materials on or to the Premises without prior written disclosure to and prior written approval by Lessor or in the event of an accidental Release, then Lessee shall notify Lessor of the Release immediately after the Release.

(r)  Lessee shall arrange at its sole cost and expense for the lawful transportation and off-site disposal at permitted landfills or other permitted disposal facilities and otherwise in accordance with all applicable Environmental Laws, of all its solid waste and Hazardous Wastes.

(s)  If Lessee’s Management of Hazardous Materials at the Premises (i) gives rise to any liability or claim under any Environmental Law, or any common law theory of tort or otherwise; (ii) gives rise to an obligation to initiate or undertake any Response Activity under any Environmental Law; (iii) causes a threat to, or endangers, the public health; or (iv) creates a nuisance or trespass, then, in any such event, Lessee shall, at its sole cost and expense, promptly take all applicable Response Activities or other action so as to comply in all material respects with all applicable Environmental Laws and otherwise reasonably address any liability or claim with respect thereto.

LESSOR’S RIGHTS AND RESPONSIBILITIES

(t)  If Lessee shall fail to comply with any of its obligations under this Section 16, Lessor shall have the right (but not the obligation) to take such action as is required to be taken by Lessee (including using Lessee’s Hazardous Waste identification number) and, Lessee shall then be liable and responsible to Lessor for all costs, expenses, liabilities, claims and other obligations paid, suffered, or incurred by Lessor in connection with such matters. Lessee shall reimburse Lessor promptly upon demand for all such amounts for which Lessor pays under this Section 16. Notwithstanding anything to the contrary in this Section 16, prior to Lessor taking any action required to be taken by Lessee hereunder, Lessor shall give notice to Lessee, and (except in an emergency) Lessor shall not take the action required to be taken by Lessee so long as Lessee promptly commences to take the required action and thereafter continuously and diligently proceeds to complete the required action.

(u)  Except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall comply with all Environmental Laws affecting the Premises. Lessor shall immediately notify Lessee of any correspondence or communication Lessor receives from any governmental entity regarding the application of Environmental Laws to the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws.

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INDEMNIFICATION WITH RESPECT TO ENVIRONMENTAL MATTERS

(v)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessor hereunder, Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of the following:

(i)  any Hazardous Materials which, at any time during the lease term, are or were Managed, generated, stored, treated, Released, disposed of or otherwise located on or at the Premises due to Lessee’s activities (regardless of the location at which such Hazardous Materials are now or may in the future be located or disposed of), including but not limited to, any and all (A) liabilities and claims under any theory of tort, nuisance, strict liability, ultrahazardous activity, negligence or otherwise based upon, resulting from or in connection with any Hazardous Materials; and (B) obligations to take Response Activities pursuant to any investigation or remediation in connection with the decontamination, removal, transportation, incineration, or disposal of any of the foregoing;

(ii)  any actual or alleged illness, disability, injury, or death of any person, in any manner arising out of or allegedly arisen out of exposure to Hazardous Materials or other substances or conditions that are (or allegedly are) present at the Premises by virtue of Lessee’s operations at the Premises, regardless of when any such illness, disability, injury, or death shall have occurred or been incurred or manifested itself;

(iii)  any actual or alleged failure of Lessee at any time and from time to time to comply with all applicable Environmental Laws, whether before or after the date of this Lease; and

(iv)  any failure by Lessee to comply with its obligations under Section 16.

It is expressly understood that Lessee’s obligations under this Section 16(v) shall survive the expiration or earlier termination of this Lease for any reason.

(w)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable

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attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim in any manner resulting from or arising out of Lessor’s noncompliance with any Permit, regulatory or statutory obligations under the Environmental Laws. It is expressly understood that Lessor’s obligations under this Section 16(w) shall survive the expiration or earlier termination of this Lease for any reason.

(x)  In the event of a conflict between this Lease and that certain Environmental Agreement between Lessor, Lessee and Johnson Polymer, Inc. of even date herewith, the Environmental Agreement shall control.

17.   Indemnification.

(a)  Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of:

(i)  Lessee’s occupancy, use or operation of the Premises or Equipment, or from any breach of, default under, or failure to perform any term or provision of this Lease by Lessee;

(ii)  any other act or omission of Lessee or its officers, employees, agents, contractors, guests or invitees;

(iii)  any negligence, misconduct or other wrongful conduct of Lessee or any of Lessee’s officers, employees, agents, contractors, guests or invitees on the Premises;

(iv)  any claims from any of Lessee’s directors, officers, employees, contractors, agents or visitors arising directly or indirectly from the Premises or Lessee’s obligations or responsibilities described in this Lease; and

(v)  bodily injury (including death), property damage and personal injury to the extent such results from or arises out of the use or operation of the Equipment.

It is expressly understood that Lessee’s obligations under this Section 17(a) shall survive the expiration or earlier termination of this Lease for any reason.

(b)  Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any

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and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of any breach of, default under, or failure to perform any term or provision of this Lease by Lessor, its officers, employees, agents, contractors, guests or invitees. It is expressly understood that Lessor’s obligations under this Section 17(b) shall survive the expiration or earlier termination of this Lease for any reason.

(c)  In the event a Party has a claim for indemnification, the rights, obligations and procedures of the matter shall handled in accordance with the indemnification procedure described in that certain Master Distribution Agreement between Lessor, Lessee and Johnson Polymer, Inc. of even date herewith.

18.   Lessee’s Responsibilities.

Lessee agrees:

(a)  Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Lessee or used by Lessee for any purpose other than ingress and egress to and from the Premises and for going from one to another part of the Premises.

(b)  With respect to work being performed by Lessee in the Premises with the approval of Lessor, Lessee will refer all contractors, contractors’ representatives and installation technicians rendering any service to them to Lessor for Lessor’s supervision, approval and control before the performance of any contractual services. This provision shall apply to all work performed in the Premises including, but not limited to, installations of telephones, telegraph equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Premises.

(c)  Should Lessee require telegraphic, telephonic, or other communication service, Lessor will direct the electrician where and how wires are to be introduced and placed and none shall be introduced or placed except as Lessor shall direct. Such electric current shall not be used for power or heating without Lessor’s prior written permission.

(d)  Lessee shall not make or permit any improper, objectionable or unpleasant noises or odors in the Premises other than those typically found in operations similar to Lessee’s or otherwise interfere in any way with other Lessees or persons having business with them.

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(e)  Unless Lessee and Lessor enter into alternative arrangements, Lessee shall expeditiously obtain and keep current any and all Permits, licenses and certificates now or hereafter required by any governmental body having jurisdiction over the Premises and/or Lessee’s activities thereon. Unless Lessee and Lessor enter into an alternative arrangement, and subject to a reasonable transition period (not to exceed 90 days from the Commencement Date) for transfer or reissuance (if required), such Permits, licenses and certificates shall be acquired and maintained by Lessee in its separate corporate status and not in the name of Lessor. This requirement shall include, but shall not be limited to any Permits, licenses and certificates which relate solely to Lessee’s waste disposal, including any activity which is solely related to Lessee’s operation.

(f)  Lessee has been given a copy of certain of Lessor’s Product Supply Division Policies and Procedures and a copy of Lessor’s Safety and Audit Assessment Policies and Procedures. Lessee shall comply with such policies and procedures, as the same may be amended from time to time.

(i)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Safety and Environment Program Assessment Audit, but in any event Lessee shall achieve, within 2 years after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

(ii)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Waxdale Housekeeping Audit, but in any event Lessee shall achieve, within 1 year after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

(g)  Lessee shall participate in Lessor’s safety and environmental exercises.

(h)  Lessee shall participate in pan-Waxdale committees, including the Waxdale Safety Committee, Waxdale Safety and Environmental Committee, and the Waxdale Environment Committee.

(i)  Lessee shall encourage its employees to become members of the Waxdale Emergency Response Brigade.

19.   Damages or Destruction.

(a)  If any building or improvement upon the Premises is destroyed or damaged in whole or in part by fire, or other casualty, Lessee shall give notice thereof to Lessor, and except, as otherwise provided below, Lessor at Lessor’s cost and expense promptly shall repair, replace, and rebuild the buildings or improvements to at least as good condition as it or they were in immediately prior to such occurrence. Such

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work shall be commenced within 60 days after the settlement has been made with the insurance companies.

(b)  If following such damage or destruction the estimate of the time to complete such repair or restoration, as determined by the general contractor selected by Lessor, exceeds 240 days, Lessor and Lessee at their respective options shall have the right to terminate the Lease upon written notice to the other Party given within 20 days after receipt of the estimated time to repair or restore.

(c)  The net proceeds of any insurance shall be applied in payment of the cost of such repairing or rebuilding as the same progresses. If the insurance proceeds exceed the cost of such repairs or rebuilding, then the balance remaining after payment of the cost of such repairs or rebuilding shall be paid over and belong to Lessor.

(d)  Except as specifically provided in subsections (b), (e) or (f), this Lease shall not terminate or be affected in any manner by reason of the destruction or damage in whole or in part of the Premises or any building or improvement now or hereafter standing or erected thereon or by reason of the untenantability of the Premises or any such building or improvements. Rent shall in any case continue to be paid by Lessee. Lessee shall have the option of providing rent protection insurance for the benefit of Lessor with regard to damage or destruction of the Premises and any insurance benefits resulting therefrom shall be applied against any rent accruing to Lessor.

(e)  If the fire or casualty damages or destroys more than 25% of the improvements on the Premises and occurs within the last 12 months of the Lease Term, then Lessee, at its option, may elect to terminate the Lease by giving written notice thereof to Lessor within 15 days after such fire or casualty. If Lessee timely gives such notice then the Lease shall terminate as of the date of such fire or casualty; Lessee shall not be liable for any rent accruing, after the date of such fire or casualty; Lessor shall not be required to rebuild or restore the Premises; and all casualty insurance proceeds shall be the sole property of Lessor.

(f)  If the insurance proceeds available for a fire or casualty are not sufficient to rebuild and restore the Premises, and if Lessor is not willing to provide the additional funds necessary then Lessor at its option may, within 60 days after the settlement has been made with the insurance companies, elect to terminate this Lease by giving written notice thereof to Lessee. In such event all insurance proceeds shall be paid to Lessor and the Lease shall terminate effective as of the date of such casualty loss.

20.   Condemnation.    If all of the Premises are taken by the exercise of the power of the eminent domain or conveyed under the threat of eminent domain, then this Lease shall terminate as of the date possession is taken by the condemnor. The entire compensation award shall

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belong to Lessor (except any portion thereof allocated to Lessee’s personal property or relocation benefits) and Lessee shall have no interest therein.

If less than all of the Premises is taken by the exercise of the power of eminent domain or sold under the threat of eminent domain, then Lessee shall have the right to terminate this Lease if the premises remaining are such that their continued use for the purposes for which the same were being used immediately prior to such taking is reasonably impractical or economically imprudent. Termination shall be as of the date legal possession is taken by the condemnor. The option to terminate herein granted shall be exercised in writing by Lessee within 30 days after the date of the taking of possession by the condemnor. In any event, the entire compensation award (except any portion thereof allocated to Lessee’s personal property or relocation benefits) shall belong to Lessor and Lessee shall have no interest therein (except any portion thereof allocated to Lessee’s personal property or relocation benefits). Restoration of the Premises following a taking shall be subject to the same terms as set forth in subsections (a) through (c) of Section 19 of this Lease, as though the taking had been a casualty, except that any balance of any award remaining completed shall be paid to and belong to Lessor.

21.   Inspection.    Lessor and its authorized representatives shall have the right, upon giving reasonable prior written notice except in an emergency, to enter the Premises or any part thereof and inspect the same for the purposes of determining Lessee’s compliance with the terms of this Lease or to make repairs required hereunder.

22.   Quiet Enjoyment.    So long as Lessee shall pay the rentals and all other sums herein provided and shall keep and perform all of the terms, covenants, and conditions on its part herein contained, Lessor covenants that Lessee, subject to Lessor’s rights herein, shall have the right to the peaceful and quiet occupancy of the Premises.

23.   Force Majeure.    Except for the obligations imposed under Section 16, neither Party will be liable to the other for delay or default in the performance of any of its obligations for any cause beyond its reasonable control, including that of subcontractors directed by Lessor to provide services to Lessee. The Party claiming such cause of delay or default in performance shall give prompt written notice thereof to the other Party and shall exercise every reasonable means to avoid or abate the cause of delay or default. If such cause prevents the performance by a Party for a period of more than 90 days, then the Parties will confer and consider means for abating the cause or otherwise carrying out this Lease in a manner mutually agreeable to the Parties. If the Parties do not mutually agree to abate the cause or otherwise carry out this Lease within 180 days following the occurrence of the delay or default, the Party whose performance is not so delayed or prevented may terminate this Lease on at least 10 days’ advance written notice to the other Party. In the event of a force majeure event, Lessor may allocate its available site services, including utilities, in any manner which Lessor in its reasonable discretion concludes is appropriate under the circumstances.

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24.   Mortgage and Subordination.    Lessor’s interest in this Lease or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Premises free from any liens for work performed, materials furnished, or obligations incurred by Lessee.

Unless Lessor or Lessor’s mortgagee notifies Lessee to the contrary, this Lease at all times shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the Premises by Lessor and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien(s) of any such mortgage or mortgages as shall be desired by Lessor or by any mortgagee, or proposed mortgagee; provided that any such mortgagee shall deliver to Lessee at or prior to the time this Lease becomes subordinate, a written agreement in recordable form providing that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage or after foreclosure thereof, so long as Lessee is not in default under any of the covenants, conditions, and agreements contained in this Lease.

25.   Estoppel Certificate.    At any time, and from time to time, each Party agrees, promptly and in no event later than 10 days after a request in writing from the other Party, to execute, acknowledge, and deliver to the requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there has been modification, that the same is in full force and effect as modified and stating the modification) and the dates to which the rental and other charges have been paid.

26.   Assignment and Subletting.

(a)  Lessee shall not mortgage or assign this Lease or any interest therein, or sublet all or any portion of the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of Lessor in each instance, which may be withheld for any reason. Any assignment, sublease or occupancy does not relieve Lessee from obtaining the consent in writing of Lessor to any further assignment, subletting or occupancy, and does not release Lessee or any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any other party of its obligations under this Lease. Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment not to exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other

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things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed assignee or sublessee. Any permitted assignee or sublessee hereunder shall be bound by all of the terms and conditions of this Lease.

(b)  Lessor shall have the right at any time to sell or convey the Premises subject to this Lease or to assign its rights, title and interest as Lessor under this Lease in whole or in part. In the event of any such sale or assignment (other than a collateral assignment as security for an obligation of Lessor), Lessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to the date of such assignment or sale, to the extent that the buyer or assignee assumes such liabilities.

27.   Default and Remedies.

(a)  Each of the following shall be deemed a default of this Lease by Lessee:

(i)  If any rent or other monetary sum due remains unpaid for 5 business days following written notice that such sum is due;

(ii)  If Lessee makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct its business or affairs, or if Lessee is adjudged in any legal action to be either a voluntary or involuntary bankrupt;

(iii)  If Lessee fails to perform or violates any other of the covenants, conditions, obligations or restrictions of this Lease; provided, however, that such event shall not constitute a default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee written notice thereof and a period of 10 days thereafter shall have elapsed, during which period Lessee may correct or cure such event, upon failure of which a default shall be deemed to have occurred hereunder without further notice or demand of any kind. Notwithstanding the foregoing, if such breach or default cannot reasonably be cured within the ten (10) day period, and Lessee is diligently pursuing a cure of such breach or default, then Lessee shall, after receiving notice specified herein, have a reasonable period to cure such breach or default, not exceeding 120 days, provided Lessee continuously exercises due diligence in the cure of the same. Notwithstanding the foregoing, the failure to comply with the provisions of section 16 of this Lease dealing with compliance with Environmental Laws shall not constitute a default under this Lease if Lessee agrees to comply

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with such Environmental Laws and thereafter promptly, diligently and continuously works to comply with such Environmental Laws, in which event the 120 day time period set forth above shall not apply.

(b)  In the event of any breach or default. and without any notice, except, if applicable, the notice prior to default required under circumstances set forth in subsection (a) above, Lessor shall be entitled to exercise, at its option, concurrently, successively, or in any combination, any and all remedies available at law or in equity, including without limitation any one or more of the following:

(i)  To terminate this Lease;

(ii)  To terminate Lessee’s occupancy of the Premises and to re-enter and take possession of the Premises or any part thereof (which termination of occupancy and reentry shall result in a proportional abatement of rent (including other charges) but only to the extent Lessor occupies and actually uses substantially all of the Facility in the ordinary course of Lessor’s business operation and in any event such occupancy and reentry shall not operate to terminate this Lease unless Lessor expressly so elects) and of any and all fixtures which are located on the Premises and owned by Lessor;

(iii)  To relet the Premises or any part thereof for such term or terms (including a term which extends beyond the original term of this Lease), at such rentals, and upon such other terms as Lessor, in its sole discretion, may determine, with all net proceeds, after expenses, received from such reletting being applied to the rentals and other sums due from Lessee in such order as Lessor may determine, in its discretion, with Lessee remaining liable for any deficiency; with regard to any such reletting, Lessor may make repairs. alterations and additions in or to the Premises to the extent reasonably necessary to relet and Lessee shall be liable to Lessor for such expenses;

(iv)  To recover from Lessee all expenses, including attorneys’ fees, reasonably paid or incurred by Lessor as a result of any such default;

(v)  Except as set forth in Section 27(b)(ii), to accelerate all remaining rent due under the Lease (less the depreciation portion of the Basic Charge) for the remainder of the Lease Term (or any Renewal Term) with such amount to be determined by the present value of the aggregate amount of such rent, taxes, insurance and other obligations of Lessee under the Lease (except for Rent, based upon the amount thereof for the year immediately preceding the month in which the default has occurred) for the period from the date in which Lessee’s occupancy of the Premises has been terminated to the stated end of the Lease Term (or any Renewal Term) (such present value to be

23

computed on the basis of a per annum discount rate equal to 3 percentage points in excess of the Prime Rate at the time of the default); and/or

(vi)  To recover from Lessee all rent not theretofore accelerated and paid pursuant to the foregoing subsection and any sums thereafter accruing as they become due under this Lease, if the Lease has not been terminated, during the period from the default to the stated end, of the Lease Term.

In addition, in the event of any breach or default by Lessee, Lessor may, at its option, but shall not be obligated to, immediately or at any time thereafter, and without notice except as required herein, correct such breach or default, without, however, curing the same, for the account and at the expense of the Lessee. Any sum or sums so paid by Lessor, together with interest at the rate of 3 percentage points in excess of the Prime Rate, and all costs and damages, shall be deemed to be additional rent hereunder and shall be due from Lessee to Lessor upon demand.

28.   Lessor’s Right to Cure.    If Lessor breaches any of its obligations under this Lease, Lessee shall notify Lessor and shall take no action respecting such breach so long as Lessor reasonably promptly begins to cure the breach and diligently pursues such cure to its completion.

29.   Change in Control.    In the event Lessee undergoes a Change in Control (as defined in that certain Technology Disclosure and License Agreement between Lessor, Lessee and Johnson Polymer, Inc. of even date herewith) this Lease and the obligations of Lessor and the rights and privileges of Lessee under this Lease shall automatically terminate as of the effective date of the Change of Control.

30.   Additional Rights Reserved to Lessor.    Without affecting Lessee’s obligations hereunder, Lessor reserves the right during the last year of the Lease Term to enter the Premises to display conspicuously thereon the usual “For Rent” or “For Sale” sign or card and at all reasonable times during the Lease Term to show the same to prospective purchasers, lessees or mortgagees, provided that the entry does not unreasonably interfere with the conduct and operation of Lessee’s business.

31.   Notices.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, 3 days after mailing (one business day in the case of express mail or overnight courier service), as follows:

If to Lessor:

24

S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Attn: General Counsel

If to Lessee:

S.C. Johnson Commercial Markets, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Attn: General Counsel

32.   Intentionally Omitted.

33.   Holding Over.    If Lessee remains in possession of the Premises after the expiration of the Lease Term, then Lessee may be deemed a Lessee on a month-to-month basis and shall continue to pay rent and other sums and shall comply with all the terms of this Lease; provided that nothing herein nor the acceptance of rent by Lessor shall be deemed a consent to such holding over. Lessor shall be entitled to all remedies available to it at law or in equity for such holdover, including holdover rent at 200% of the rent payable hereunder.

34.   Waiver and Amendment.    This Agreement may be amended, or any provision of this Agreement may be waived; provided that any such amendment or waiver shall be binding upon any Party only if set forth in a writing executed by such Party and referring specifically to the provision alleged to have been amended or waived. No course of dealing between the Parties shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

35.   Relationship of Parties.

(a)  Each of the Parties shall be solely responsible for its own strategic business decisions and day-to-day management and operational activities in all areas of its business. In this regard neither Party shall have decision-making authority with respect to the operations of the other Party nor shall it have authority to exercise any of the powers and authority of the other Party’s officers or employees. Each Party acknowledges that it is solely responsible for any decisions or actions undertaken at the advice or recommendation of the other Party.

(b)  Neither Lessee nor Lessor will be considered the agent of the other and neither will have the right to bind or obligate the other to any third party without specific prior written approval. Neither Lessee nor Lessor will be, nor be considered to be, partners or joint venturers of, or with, the other. The relationship of Lessor to

25

Lessee under this Lease is that of an independent contractor. Nothing in this Lease will confer upon any person, other than Lessor and Lessee, and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under, or by reason of, this Lease.

36.   Dispute Resolution.    In the event of any dispute or disagreement between the Parties hereto as to the interpretation of any provision of this Agreement (or the performance of any obligations hereunder) the matter shall be handled in accordance with the dispute resolution procedure described in Section 31(a), (b) and (c)(i) of that certain license Agreement between Lessor and Lessee of even date herewith, pursuant to which Lessor has granted to Lessee, inter alia, a license to use certain technology in connection with Lessee’s manufacturing, marketing and sale of certain products, with the CEO of Lessor having ultimate authority to resolve the dispute as he sees fit, and the Parties agree to be bound by the final decision of the CEO of Lessor and agree not to challenge such decision in court on or before any other judicial or administrative body.

37.   Severability.    If any of the terms or provisions contained herein shall be declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions and conditions of this Lease, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law.

38.   No Strict Construction.    Lessor and Lessee confirm that they have reviewed, negotiated and adopted this Agreement as the agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against either Party.

39.   Entire Agreement.    This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understanding, whether written or oral, relating to such subject matter, including the 3 Leases between the Parties, each dated June 28, 1997.

40.   Governing Law.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin (without giving effect to its conflict of law principles).

41.   Interpretation.    The headings and captions contained in this Agreement and in any Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule and not otherwise defined therein shall have the meanings set forth in this Agreement. The use of the word “including” herein shall mean “including without limitation”.

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42.   Counterparts.    This Lease may be executed in one or more counterparts, each of which shall be deemed an original.

43.   Lessee’s Representations as to Authority.

(a)  Lessee is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in Wisconsin and has the power and authority to consummate the transactions contemplated by this Lease.

(b)  All proceedings of Lessee necessary to consummate the transactions contemplated by this Lease have been duly taken in accordance with the law.

44.   Brokers.    Lessor and Lessee agree to indemnify and hold each other harmless from and against any claims by any other broker or agent claiming commissions or other compensation as Lessor’s or Lessee’s respective representative or agent with regard to this transaction. The provisions of this Section shall survive the termination of this Lease.

45.   Equipment Lease.

(a)  Lessor shall purchase the equipment (designated by the letters MACH or MACH 5) as described in Exhibit D (the “Equipment”) and title shall transfer to Lessor as of the Commencement Date. The Equipment shall be in the same condition as when transferred to Lessee on June 28, 1997 other than ordinary wear and tear excepted. Except as set forth in the preceding sentence such purchase shall be “AS IS, WHERE IS,” WITH NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANABILITY AND NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. The purchase price for the Equipment shall be equal to the net book value of the Equipment as of the Commencement Date (the “Initial Purchase Price”).

(i)  Lessee shall have the option of removing any or all of the items of Equipment at the termination or earlier expiration of this Lease, so long as such Equipment can be removed without harming the Premises. Within 30 days after the termination or earlier expiration of the Lease, Lessee shall notify Lessor, in writing, of those items of Equipment which it intends to remove. The Initial Purchase Price shall be reduced by the then current net book value of each such item of Equipment. Title to all such items of Equipment shall transfer to Lessee upon the payment described in subsection (a) above.

(ii)  Lessee shall suitably pack and remove all items of Equipment described in Section 45(a)(i) from the Facility within 60 days after the termination or earlier expiration of this Lease. Lessee must leave the area where such

27

items of Equipment were located in broom clean condition and repair any damage caused by Lessee during the physical removal of such items of Equipment.

(b)  Lessee shall owe Lessor annual rent on the Equipment equal to the annual depreciation of the Equipment taken on the books of Lessor. In lieu of Lessee making cash payments of the rent, the Initial Purchase Price shall be decreased by the total amount of the annual depreciation of the Equipment taken on the books of the Lessor during the term of this Lease.

(c)  Lessor shall pay the Initial Purchase Price as adjusted (taking into consideration the reductions described in Section 45(a)(i) and 45(b)) to Lessee within 60 days after the termination or earlier expiration of this Lease.

(d)  Other than office equipment such as copiers and computers, Lessee shall not add any equipment to the Facility without in each instance submitting plans and specifications for such equipment to Lessor and obtaining Lessor’s prior written consent. Lessor may withhold consent in its sole discretion or may impose any conditions it chooses on such consent including that Lessor purchase such equipment and lease it to Lessee at a fair rental value or in such other manner that is mutually agreeable to Lessor and Lessee.

(e)  The Equipment is provided for the sole use of Lessee. The Equipment may not be removed from the Facility without the prior written consent of Lessor.

(f)  Lessee shall properly and safely operate and maintain the Equipment in good working order. Lessee shall operate and maintain the Equipment in accordance with all applicable laws and regulations and appropriate industry standards. Such standards include, but are not limited to, Original Equipment Manufacturer (OEM) recommended maintenance schedules, as well as recommended equipment testing and inspection protocol standards set forth in American Petroleum Institute and National Fire Protection Association modes for Hazardous Materials storage handling and transfer to minimize the Release of such Hazardous Materials.

(g)  Lessee shall provide all necessary routine and preventive maintenance to the Equipment and will repair and replace all damaged or broken parts. Lessee, at its sole cost and expense, shall replace any of the Equipment which is lost or stolen.

(h)  LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE DESIGN OR CONDITION OF THE EQUIPMENT. LESSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTEIS OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES

28

REGARDING THE QUALITY OF THE MATERIAL OR WORKMANSHIP OR CONFORMITY OF EQUIPMENT WITH ANY SPECIFICATIONS. THE LESSOR LEASES THE EQUIPMENT TO LESSEE “AS IS” “AND” “WHERE IS”.

(i)  LESSEE WAIVES ALL CLAIMS, AGAINST LESSOR IN CONNECTION WITH LESSES’S LEASE OF THE EUQIPMENT. LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY ACTUAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN CONNECTION WITH LESSEE’S LEASE OF THE EQUIPMENT.

(j)  Nothing contained in this Lease gives Lessee any right, title or interest in the Equipment, except as a lessee. Lessee shall hold the Equipment subject to the rights of the Lessor and shall at Lessee’s expense protect and defend Lessor’s title against all persons claiming any rights in the Equipment, and shall at all times keep the Equipment free and clear from any legal process, liens or encumbrances, and shall give Lessor immediate written notice of any such claims or actions. Lessee shall cooperate with Lessor’s efforts in protecting Lessor’s interest and ownership in the Equipment.

(k)  Lessee shall assume the entire risk of loss for damage or destruction to the Equipment. Lessee shall pay all taxes, including property taxes, that become due with respect to the Equipment.

(l)  This Lease cancels and supercedes the Equipment Repurchase Agreement dated June 28, 1997, between the Parties.

Signed: LESSOR:
S.C. JOHNSON & SON, INC.
By:	/s/    NEAL R. NOTTLESON
	Neal R. Nottleson Vice Chairman

LESSEE:
S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    S. CURTIS JOHNSON
	S. Curtis Johnson Chairman & CEO

29

EX-10.16

Exhibit 10.16

EXECUTION COPY

[EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL “[**]” HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.]

LEASE AGREEMENT BETWEEN

S. C. JOHNSON & SON , INC.

AND

JOHNSON POLYMER, INC.

TABLE OF CONTENTS

Section		Page
1.	BASIC TERMS	1
2.	DEMISE OF PREMISES	2
3.	OPTION TO EXPAND	2
4.	LEASE TERM	2
5.	RENEWAL	2
6.	USE	3
7.	RENTALS	3
8.	CONDITION OF PREMISES	6
9.	REPAIRS AND MAINTENANCE	6
10.	IMPROVEMENTS	8
11.	SIGNS	9
12.	UTILITIES AND BUILDING SYSTEMS	9
13.	INTENTIONALLY OMITTED	9
14.	INSURANCE	9
15.	COMPLIANCE WITH LAWS	11
16.	ENVIRONMENTAL MATTERS	11
17.	INDEMNIFICATION	16
18.	LESSEE’S RESPONSIBILITIES	17
19.	DAMAGES OR DESTRUCTION	18
20.	CONDEMNATION	19
21.	INSPECTION	20
22.	QUIET ENJOYMENT	20

23.	FORCE MAJEURE	20
24.	MORTGAGE AND SUBORDINATION	21
25.	ESTOPPEL CERTIFICATE	21
26.	ASSIGNMENT AND SUBLETTING	21
27.	DEFAULT AND REMEDIES	22
28.	LESSOR’S RIGHT TO CURE	24
29.	CHANGE IN CONTROL	24
30.	ADDITIONAL RIGHTS RESERVED TO LESSOR	24
31.	NOTICES	24
32.	INTENTIONALLY OMITTED	25
33.	HOLDING OVER	25
34.	WAIVER AND AMENDMENT	25
35.	RELATIONSHIP OF PARTIES	25
36.	DISPUTE RESOLUTION	26
37.	SEVERABILITY	26
38.	NO STRICT CONSTRUCTION	26
39.	ENTIRE AGREEMENT	26
40.	GOVERNING LAW	26
41.	INTERPRETATION	26
42.	COUNTERPARTS	27
43.	LESSEE’S REPRESENTATIONS TO AUTHORITY	27
44.	BROKERS	27

ii

EXHIBITS

Exhibit A	Description of the Premises
Exhibit B	1999/00 Occupancy and Shared Services Charges—Polymer
Exhibit C	Description of Items Included in the Basic Charge

iii

LEASE AGREEMENT

Site:	Buildings 52, 53, 54, 66, 66A, 70, 71, 72 and the Nitrogen Building (the Polymer Outbuildings) at the Lessor’s Waxdale Plant located in Mt. Pleasant, Wisconsin.
Date:	July 3, 1999
Lessor:	S. C. JOHNSON & SON, INC.
Address:	1525 Howe Street Racine, Wisconsin 53403-2236
Lessee:	JOHNSON POLYMER, INC.
Address:	8310 16th Street P.O. Box 0902 Sturtevant, Wisconsin 53177-0902

THIS LEASE is made effective July 3, 1999, by and between S. C. Johnson & Son, Inc. (“Lessor”), and Johnson Polymer, Inc. (“Lessee”).

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Basic Terms:    The following terms shall have the meaning set forth in this Section unless specifically modified by other provisions of this Lease:

(a)  Facility:    Buildings 52, 53, 54, 66, 66A, 70, 71, 72 and the Nitrogen Building (the Polymer Outbuildings) shown on Exhibit A.

(b)  Total Facility Square Footage:    143,344 square feet.

(c)  Lease Term:    10 years commencing July 3, 1999.

(d)  Commencement Date:    July 3, 1999.

(e)  Termination Date:    July 2, 2009

(f)  Rent for Fiscal Year 99/00:    See Exhibit B.

(g)  Permitted Use:    Manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office.

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(h)  Security Deposit:    None.

(i)  Guarantor:    None

(j)  Exhibits:    A—Description of the Premises

  B—Description of all Rental Rates, Central Pool Costs and Utility Charges for 99/00

  C—Description of Items included in the Basic Charge

2.   Demise of Premises.    Lessor hereby lets and demises to Lessee and Lessee hereby rents from Lessor the building(s) or portions thereof more particularly described on Exhibit A attached hereto, together with the fixtures and any other improvements thereto (the “Facility”) and all rights appurtenant thereto and owned by Lessor together with full rights of ingress and egress to and from the premises and the right to use access roads, parking lots and other agreed upon common areas (collectively the “Premises”), subject to the terms and conditions set forth below.

3.   Option to Expand.    Lessee may request Lessor to expand the demised Premises into additional spaces/buildings/land. Lessor may, at its sole discretion, agree to allow Lessee to expand into such additional spaces/buildings/land. If Lessor agrees to allow Lessee to expand, Lessor shall provide to Lessee, in writing, a description of the proposed additional spaces/buildings/land and the rental rates and other fees to be paid by Lessee for such additional spaces/buildings/land. If Lessee accepts the description and the rates/fees, the demised Premises under this Lease shall be expanded to include such additional spaces/buildings/land as agreed. The terms and conditions of this Lease shall also apply to the additional spaces/buildings/land.

4.   Lease Term.    The Lease Term shall commence on July 3, 1999 and end on July 2, 2009 unless renewed or earlier terminated as provided herein. Lessor may terminate this Lease upon 24 months written notice prior to the end of the initial Lease Term or at any time during any Renewal Term. Lessee may terminate this Lease upon 12 months written notice prior to the end of the initial Lease Term or at any time during any Renewal Term. Upon termination of this Lease for any reason, other than for Lessor’s breach or if Lessor gives Lessee 24 months termination notice as described above, Lessee shall pay Lessor the then-current net book value of the Facility within 60 days after termination of this Lease.

5.   Renewal.

(a)  Subject to the terms and conditions set forth in this Section 5, the Lease Term shall automatically be renewed for an indefinite number of consecutive five year periods (the “Renewal Term”) subject to the early termination provisions described in this Agreement; provided that Lessor has not given Lessee notice of default under any of the terms, covenants or conditions of the Lease on or before

2

the date of the start of such Renewal Term and such default is not cured within the applicable cure period.

(b)  Each Renewal Term shall be upon the same terms, covenants and conditions contained in this Lease, except for the amount of Rent payable during the Renewal Term(s), which shall be adjusted as set out in subsection (c) below. Any reference in the Lease to the Lease Terms shall be deemed to include the Renewal Term(s) and apply thereto, unless it is expressly provided otherwise. Any termination of this Lease during the Lease Term shall terminate all rights under this Section.

(c)  Lessor shall have the option of continuing the then-current rental methodology for the Renewal Term(s) or having Lessor and Lessee enter into good faith negotiations to develop a mutually acceptable alternative rental methodology. In the event Lessor does not desire to continue the then-current methodology and the parties do not reach agreement respecting an alternative rental methodology, Lessor shall engage an independent third party real estate management firm to determine the fair market rental value of the Premises. Lessor shall give Lessee notice of any changes in the rental rates based on this subsection (c), if at all, no later than 7 full calendar months prior to the expiration of the Lease Term or any Renewal Term and such changes shall be effective the first day of the succeeding Renewal Term.

6.   Use.    During the entire Lease Term, the Premises shall be leased, used and occupied by Lessee for manufacture, assembly, distribution, raw material, work-in-process and finished goods storage, and general office use in accordance with all applicable governmental laws and regulations, and for no other purpose without the prior written consent of Lessor, which shall not be unreasonably withheld or delayed.

7.   Rentals.

(a)  As and for rental of the Premises during the fiscal year 99/00, the rental rates, Central Pool Costs, wastes and utility charges, along with other rental charges shall be determined in accordance with Exhibit B which amounts will be trued-up in accordance with past practice. Exhibit B shows the total rent due for fiscal year 99/00 under both of the Leases between Lessor and Lessee of even date herewith.

(b)  Total Annual Rent of the Premises for each fiscal year thereafter shall be equal to (1) the (Basic Charge plus the CPI Adjustment) multiplied by the Total Facility Square Footage, plus (2) the Return on Capital (phased in as described below).. Lessor shall invoice Lessee monthly for  ¹/12th of the total annual Rent.

(i)  The Basic Charge for fiscal year 00/01 shall be [**] per square footage of the total Facility. The Basic Charge may be adjusted as described below:

3

(A)  Exhibit C describes the items that make up the Basic Charge. If Lessor’s total Waxdale per square foot costs of the items making up the Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) differs from time to time by 5% or more from the then current Basic Charge (excluding depreciation and taxes relating to Improvements (as described below)) as adjusted by the CPI Adjustment (as described below) then the Basic Charge shall be adjusted to reflect Lessor’s actual cost increase or decrease effective as of the beginning of the succeeding fiscal year.

(B)  The taxes portion of the Basic Charge calculation shall not include Improvements made by Lessor, after the Commencement Date, to portions of Waxdale that are dedicated solely to Lessor.

(ii)  The CPI Adjustment shall be equal to:

Current CPI Amount ÷ Base CPI Amount X Basic Charge

(A)  “CPI” shall mean the Consumer Price Index, all Urban Consumers, U.S. City Average (1982-84 = 100), published by the Bureau of Labor Statistics of the U.S. Department of Labor.

(B)  “Base CPI Amount” shall mean the CPI for the month of January, 1999.

(C)  “Current CPI Amount” shall mean the CPI for the month of January of the current calendar year.

(D)  An example of the calculation of the CPI Adjustment payable under this Section is as follows:

CPI Adjustment for 00/01—Suppose the Base CPI is 120 (CPI for January 1999) and the Current CPI is 125 (CPI for January 2000); the Current CPI amount of 125 is divided by the Base CPI Amount of 120 yielding a quotient of 4.17%, which is then multiplied by [**] (the initial Basic Charge for 00/01) yielding a CPI Adjustment figure for 00/01 of [**].

CPI Adjustment for 01/02—Suppose the Current CPI is 127 (CPI for January 2001); the Current CPI amount of 127 is divided by the Base CPI Amount of 120 yielding a quotient of 5.83%, which is

4

then multiplied by the Basic Charge (assume it is still [**]) yielding a CPI Adjustment figure for 01/02 of [**].

(iii)  The Return on Capital shall be the net book value of the Facility as of the first day of January immediately preceding the commencement of the fiscal year of adjustment multiplied by 10%. The Return on Capital shall be phased in over a period of 3 years. Lessee shall pay one-third of the Return on Capital during 00/01, two-thirds of the Return on Capital during 01/02 and the total Return on Capital during 02/03 and each year thereafter.

(A)  An example of the calculation of the Return on Capital payable under this Section is as follows:

Return on Capital for 00/01—Suppose the net book value of the Facility as of January 1, 2000 is $900,000; multiply $900,000 by 10% yielding a Return on Capital figure for 00/01 of $90,000. Multiply $90,000 by  ¹/3 yielding $30,000, which is the Return on Capital figure that is payable by Lessee during 00/01.

Return on Capital for 01/02—Multiply $90,000 by  ²/3 yielding $60,000, which is the Return on Capital figure that is payable by Lessee during 01/02.

Return on Capital for 02/03 equals $90,000.

(c)  Lessee shall also pay the following variable expenses:

(i)  Solid Waste Management, Wastewater Treatment and the Powerhouse—Lessor shall annually budget these items for the entire Waxdale complex and shall include Lessee’s use of the Facility in such annual budget. Lessor shall invoice Lessee monthly for  ¹/12 of the budgeted amount attributable to the Facility. Lessor shall not do a year-end adjustment of these expenses.

(ii)  Utilities, Trash Hauling, Off-Site Waste Hauling and Treatment and Sewer Bills—

(A)  If such items are separately metered or separately measured and billed, Lessee shall pay directly to the utility or service provider, all charges related to the Facility when due at the prevailing rate. For those items that are separately metered or separately measured and billed and not paid by Lessee directly to the utility or service provider, Lessor shall invoice Lessee monthly.

5

(B)  If not separately metered or separately measured and billed, Lessee will pay a pro rata share of such items for the Waxdale complex based on a methodology which allocates such expenses based on specific types of usage of occupied space available at the Waxdale complex or based on specific levels of use. Specific types of occupied space available at Waxdale include Production, Warehouse, and Office. Lessee’s share of such expenses shall be based on the ratio of the specific type of square footage occupied by Lessee to the total square footage of that same specific type of occupied space available at Waxdale. Each type of occupied space at Waxdale shall be allocated costs based on a reasonable allocation determined by Lessor.

For those items that are not separately metered or separately measured and billed, Lessor shall annually budget for such items and shall invoice Lessee monthly for  ¹/12 of the budgeted amount. Lessor shall do a year-end adjustment reflecting the actual amount of each of these items for the Waxdale complex and allocating such actual expenses in the same manner as described in the preceding paragraph.

(d)  Invoices for rent shall be issued following the period to which they relate and payment of all invoices shall be net 30 days.

8.   Conditions of Premises.    LESSOR IS LEASING THE PREMISES TO LESSEE “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY, AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, WITHOUT ANY OBLIGATION TO ALTER, REMODEL, IMPROVE, REPAIR, DECORATE OR CLEAN ANY PART OF THE PREMISES. Lessee’s taking possession of any portion of the Premises shall be conclusive evidence that the Premises were in good order, repair and condition.

9.   Repairs and Maintenance.

(a)  Lessee shall keep and maintain, repair and, when necessary, replace the interior and non-structural portions of the Facility in good, substantial and sufficient condition, repair and order, normal wear and tear expected. Where possible, Lessee shall use Lessor’s employees or contractors to perform all repairs, maintenance and replacements. Upon expiration or earlier termination of this Lease, Lessee shall surrender the Premises to Lessor in good condition and repair, normal wear and tear damage from fire or other casualty only excepted.

6

(b)  Lessor shall keep and maintain, repair and, when necessary, replace the Premises including, but not limited to building systems, roadways, and utilities (other than those portions of the Premises that Lessee is responsible for as described in subsection (a) above) in good, substantial and sufficient condition, repair, and order.

(i)  If such maintenance, repairs and replacements are to dedicated (i.e. Lessee is the sole user/occupier) buildings or systems or to dedicated portions of the buildings or systems, then Lessee shall pay all of the cost of the maintenance, repairs and replacements.

(ii)  If such maintenance, repairs and replacements are to shared (i.e. Lessee and Lessor both use/occupy) buildings or systems or to shared portions of the buildings or systems, then Lessee shall pay its proportionate share of the cost of the maintenance repairs and replacements, determined by taking Lessee’s square footage of such shared building and dividing by the total square footage of the shared building being repaired, maintained or replaced.

(iii)  If such maintenance, repairs and replacements are to Waxdale infrastructure (including locker rooms, guardhouse, roadways, sewers, parking lots, main aisles, outside lighting, fences, paging systems, cafeteria and other common systems outside of the footprint of the Facility), then Lessee shall pay its proportionate share of the cost of the maintenance, repairs and replacements, determined by taking the Facility Square Footage and dividing by total usable building square footage at Waxdale.

(iv)  All other maintenance, repairs and replacements described in this subsection shall be paid for by Lessor.

(v)  Notwithstanding the foregoing, all repairs, maintenance and replacements that are necessitated by the negligence or intentional misconduct of either Party or its employees, agents, or contractors, shall be made by (and paid for) solely by such Party.

(vi)  Lessor shall determine, in its reasonable discretion, whether repairs, maintenance and replacements are dedicated, shared, Waxdale infrastructure or Lessor’s under the subsections above.

(vii)  Lessor may invoice Lessee for the repairs, maintenance and replacements upon the occurrence of such repairs, maintenance and replacements. Alternatively, Lessor, in its sole discretion, may annually budget for such items and invoice Lessee monthly for  ¹/12 of the budgeted amount and Lessor shall do a year-end adjustment reflecting the actual amount of

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repairs, maintenance and replacements performed. Payment of all invoices shall be net 30 days.

(c)  Lessor shall be responsible for all landscaping and lawn maintenance, repair and replacement, including, without limitation, all snow and ice removal from all driveways, parking areas and sidewalks on or adjacent to the Premises and the expenses for such are a component of the Basic Charge.

10.   Improvements.

(a)  Lessee shall not make any improvements or alterations to the Premises, including additions or deletions of equipment or other fixtures (“Improvements”) without in each instance submitting plans and specifications for Improvements to Lessor and obtaining Lessor’s prior written consent. Lessor may withhold consent in its sole discretion and may impose any conditions it chooses on such consent. At Lessor’s option, Lessor’s employees or contractors shall perform the work on Improvements. Lessee shall pay the cost of all Improvements. Lessee shall pay all taxes applicable to such Improvements.

(b)  All Improvements now a part of the Premises, or hereafter constructed in the Premises by either Lessor or Lessee, shall become Lessor’s property upon installation, except for fixtures and equipment which Lessee can remove without undue harm to the Premises and that Lessor requires Lessee to remove at Lessee’s cost upon expiration or earlier termination of this Lease. Such items shall remain the property of Lessee.

(c)  The following requirements shall apply to all Improvements:

(i)  Prior to commencement, Lessee shall furnish to Lessor building permits, environmental permits, certificates of insurance satisfactory to Lessor, and, at Lessor’s request, a notice of commencement;

(ii)  Lessee shall perform all work related to Improvements so as to maintain peace and harmony among other contractors serving the Premises and shall avoid interference with other work to be performed or services to be rendered in the Premises;

(iii)  The work on Improvements shall be performed in a good and workmanlike manner, meeting the standard for construction and quality of materials in the Building, and shall comply with all insurance requirements and all applicable laws, ordinances and regulations;

(iv)  Lessee shall permit Lessor, at Lessor’s option, to supervise all work on Improvements; and

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(v)  Upon completion, Lessee shall furnish Lessor with contractor’s affidavits and full and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials.

11.   Signs.    Lessee shall have the right to install or erect on the Facility or to affix to any building that is part of the Facility such signs as it may deem necessary or appropriate to advertise its name and business, subject to requirements of law and subject to Lessor’s prior written consent. Said signs shall remain Lessee’s personal property and be removed (and the Premises restored, if necessary) as set forth above. Lessee shall be responsible for obtaining any approvals required for signage.

12.   Utilities and Building Systems.

(a)  Except for nitrogen generation after the termination of Lessee’s lease for production of nitrogen in 2001, Lessor shall provide all utilities and building systems to the Premises in substantially the same manner as provided on the Commencement Date of this Lease. After the termination of the nitrogen lease, Lessor shall be responsible for nitrogen generation.

(b)  No interruption of utilities or building systems caused by repairs, replacements, or alterations to a utility or building system or, by any other cause beyond the reasonable control of Lessor, shall be deemed an eviction or disturbance of Lessee’s possession of any part of the Premises, or render Lessor liable to Lessee, or otherwise affect the rights and obligations of Lessor and Lessee under this Lease.

(c)  In no event will Lessor be responsible for or liable to Lessee for any claims attributed to Lessor’s performance of providing utilities or building systems to the Premises. A utility company providing utility service to the Premises, and its employees and agents, shall not be considered agents of Lessor.

13.   Intentionally Omitted

14.   Insurance.    In the event Lessor and Lessee cease being covered under common insurance policy, they agree the following insurance terms shall apply:

(a)  Liability Insurance of Lessee.

(i)  Lessee shall maintain at its own expense the following types and amounts of insurance in addition to such other insurance as Lessor may reasonably require from time to time: comprehensive public liability and property damage insurance, against bodily injury liability and property damage

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liability, including, without limitation, any liability arising out of the ownership, maintenance, repair, condition or operation of the Premises or adjoining ways, streets, parking areas, or sidewalks. Such insurance policy or policies shall contain a “severability of interest” clause or endorsement that precludes the insurer from denying the claim of either Lessee or Lessor because of the negligence or other acts of the other. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably require from time to time.

(ii)  All insurance policies shall: (A) be endorsed to protect Lessor and Lessee, as their respective interests may appear; (B) be obtained by Lessee under valid, and enforceable standard form policies issued by responsible insurance companies licensed to do business in the State of Wisconsin and reasonably acceptable to Lessor; (C) provide for a waiver of subrogation by the insurer as to claims against Lessor, its officers, directors, employees, and agents; (D) provide that such insurance cannot be unreasonably canceled, invalidated, or suspended on account of the conduct of Lessee, its officers, directors, employees, or agents; (E) provided that any “no other insurance” clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and that the insurance policy shall not be brought into contribution with insurance maintained by Lessor; and (F) provide that the policy of insurance shall not be terminated, canceled, or substantially modified without at least 30 days’ prior written notice to Lessor.

(iii)  Lessee shall provide to Lessor and to any lender designated by Lessor certificates of insurance or copies of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times during the Lease Term and that premiums due thereunder have been paid. If Lessee shall not have done so within 15 days after written notice from Lessor, Lessor shall have the right to take any action or make any payment required to continue coverage as required by this Lease and Lessee hereby covenants to reimburse and hold Lessor harmless for the cost of any such action or payment if Lessor is not provided with such evidence of insurance within such 15 day period.

(b)  Property and Liability Insurance of Lessor.

(i)  Lessor shall maintain at Lessee’s expense during the Lease Term extended coverage insurance against loss, damage, or destruction by fire and other casualty, including earthquake, theft, vandalism and malicious mischief, boiler explosion (if there is any boiler upon the Premises), sprinkler damage

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(if the Premises has a sprinkler system), all matters covered by a standard extended coverage endorsement, and such other risks as Lessor reasonably may require, insuring the Premises and all improvements thereon for not less than their full insurable value on a replacement cost basis.

(ii)  Lessor shall maintain during the Lease Term comprehensive general liability insurance covering, without limitation, any liability arising out of the ownership, maintenance, repair, condition, or operation of the Premises or adjoining ways, streets, parking areas or sidewalks. Such policy or policies shall be in amounts of not less than an aggregate of [**] for all personal injuries or property damage in a single occurrence, or such higher limits as Lessor may reasonably desire from time to time.

(iii)  All insurance policies shall (A) be endorsed to protect Lessor and Lessee, as their respective interests may appear, (B) be obtained by Lessor under valid and enforceable standard policies issued by responsible insurance companies licensed to do business in the State of Wisconsin, and (C) provide for a waiver of subrogation by the insurer as to claims against Lessee, its officers, directors, employees, and agents.

(iv)  The cost of all insurance obtained by Lessor hereunder shall be reimbursed by Lessee within 10 days after receipt of an invoice therefor from Lessor.

(v)  Lessor and Lessee hereby waive any and all claims against each other for damage to or destruction of any improvements upon the Premises (whether or not resulting from the negligence of the other Party) that are paid by insurance, which Lessor carries pursuant to this Lease.

15.   Compliance with Laws.    Except with respect to environmental matters which are dealt with in Section 16, Lessee shall, at its sole cost and expense, comply with any and all laws, statutes, ordinances, regulations, and restrictions and easements of record, now or hereafter in force, applicable to the occupancy, use or operation of the Premises or, (subject to Lessor’s obligations under Section 9) to the making of repairs thereto, or of changes, alterations, or improvements thereto. Lessee, its agents, employees and business invitees shall abide by all rules policies, procedures, guidelines and regulations, including health, safety and environment rules reasonably imposed by Lessor. Except with respect to environmental matters which are dealt with in Section 16, Lessee also covenants to comply, at its sole cost and expense, with any and all rules and regulations applicable to the Premises issued by insurance companies writing policies covering the Premises.

16.   Environmental Matters.

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DEFINITIONS

(a)  “Environmental Laws” means any or all of the following: present or hereinafter enacted applicable federal, state, local and foreign laws (common or otherwise), regulations, statutes, ordinances, rules, orders, judgments and other legal requirements relating to pollution or protection of the environment, natural resources, or human or public health and safety, as amended or supplemented.

(b)  “Hazardous Materials” means any hazardous substance, pollutant, contaminant, waste, by-product, constituent, or material as to which liability or standards of conduct can be imposed pursuant to any Environmental Laws.

(c)  “Hazardous Wastes” shall have the meaning set forth in the Resource Conservation and Recovery Act or applicable analogous state law.

(d)  “Manage” or “Management”, with respect to Hazardous Materials, means to generate, manufacture, process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for energy recovery, incinerate, accumulate speculatively, transport, transfer, dispose of or abandon Hazardous Materials.

(e)  “Permits” means all permits, authorizations, approvals, registrations, licenses, certificates or variances granted by or obtained from any federal, state, local or foreign governmental, administrative or regulatory authority.

(f)  “Release” or “Released” means any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing of Hazardous Materials into the environment, as “environment” is defined in The Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (“CERCLA”), other than “federally permitted releases” as that term is defined in Section 101(10) of CERCLA.

(g)  “Response”, “Response Activity” or “Respond” means action taken to correct, remove, remediate, clean up, prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release of a Hazardous Material.

LESSEE’S RESPONSIBILITIES

(h)  With respect to Lessee’s occupancy, use and operations on the Premises, Lessee shall comply, at its sole cost, in all respects with all Environmental Laws, Permit requirements and applications relating to the Environment Laws (including without limitation the Title V Permit Application submitted to the Wisconsin Department of Natural Resources (“WDNR”) on March 2, 1995), affecting Lessee’s occupancy, use, and operations on the Premises. Lessee shall be

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responsible for any actions, including without limitation, notifications, fees, filings or penalties, required, assessed or imposed under Environmental Laws and Permits and applications relating to the Environmental Laws, as a result of Lessee’s occupancy, use and operations on the Premises.

(i)  Lessee shall immediately notify Lessor, and shall provide Lessor with copies of, any correspondence or communication to or from any governmental entity regarding the application of Environmental Laws to the Premises or Lessee’s occupancy, use or operations on the Premises, or any change in Lessee’s occupancy, use or operations on the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws or any Permits and applications relating to the Environmental Laws.

(j)  Lessee shall request and receive prior written approval from Lessor before Lessee may increase, change or modify Releases at the Facility, or construct, reconstruct, replace or relocate any Releases sources at the Facility, in any manner that will have, or may potentially have, an impact on the allowable Releases of Lessor or any of Lessor’s other Lessees under applicable Environmental Laws. Such impacts include without limitation Permit limits, the need to obtain new or modified Permits, Release limitations, operational or materials usage limitations, or Release controls imposed upon Lessor or any of Lessor’s other Lessees.

(k)  Lessee shall promptly notify Lessor of any issues of noncompliance related to Releases at Lessee’s Facility (whether asserted by a third party or discovered by Lessee), and any pending or contemplated modifications or changes to Lessee’s operations that may impact Lessor’s, or any of Lessor’s other Lessee’s obligations or rights under Environmental Laws relating to Releases.

(l)  Lessee shall maintain sufficient and accurate records required under any Permits, applications or Environmental Laws and shall allow Lessor to review such documents at reasonable times.

(m)  Lessee shall not Manage or authorize the Management of, any Hazardous Materials on the Premises without prior written disclosure to and prior written approval by Lessor.

(n)  Lessee shall not take any action that would subject the Premises to additional Permit requirements under RCRA for treatment, storage or disposal of Hazardous Wastes without prior written disclosure to and prior written approval by Lessor.

(o)  Lessee shall not dispose of Hazardous Wastes in dumpsters provided by Lessor for Lessee’s use without prior written disclosure to and prior written approval by Lessor.

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(p)  Except as otherwise provided herein, Lessee shall not discharge Hazardous Materials into Premises drains or sewers without prior written disclosure to and prior written approval by Lessor.

(q)  Except for non-material Releases incident to normal operations of Lessee, Lessee shall not cause or allow the Release of any Hazardous Materials on or to the Premises without prior written disclosure to and prior written approval by Lessor or in the event of an accidental Release, then Lessee shall notify Lessor of the Release immediately after the Release.

(r)  Lessee shall arrange at its sole cost and expense for the lawful transportation and off-site disposal at permitted landfills or other permitted disposal facilities and otherwise in accordance with all applicable Environmental Laws, of all its solid waste and Hazardous Wastes.

(s)  If Lessee’s Management of Hazardous Materials at the Premises (i) gives rise to any liability or claim under any Environmental Law, or any common law theory of tort or otherwise; (ii) gives rise to an obligation to initiate or undertake any Response Activity under any Environmental Law; (iii) causes a threat to, or endangers, the public health; or (iv) creates a nuisance or trespass, then, in any such event, Lessee shall, at its sole cost and expense, promptly take all applicable Response Activities or other action so as to comply in all material respects with all applicable Environmental Laws and otherwise reasonably address any liability or claim with respect thereto.

LESSOR’S RIGHTS AND RESPONSIBILITIES

(t)  If Lessee shall fail to comply with any of its obligations under this Section 16, Lessor shall have the right (but not the obligation) to take such action as is required to be taken by Lessee (including using Lessee’s Hazardous Waste identification number) and, Lessee shall then be liable and responsible to Lessor for all costs, expenses, liabilities, claims and other obligations paid, suffered, or incurred by Lessor in connection with such matters. Lessee shall reimburse Lessor promptly upon demand for all such amounts for which Lessor pays under this Section 16. Notwithstanding anything to the contrary in this Section 16, prior to Lessor taking any action required to be taken by Lessee hereunder, Lessor shall give notice to Lessee, and (except in an emergency) Lessor shall not take the action required to be taken by Lessee so long as Lessee promptly commences to take the required action and thereafter continuously and diligently proceeds to complete the required action.

(u)  Except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall comply with all Environmental Laws affecting the Premises. Lessor shall immediately notify Lessee of any correspondence or

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communication Lessor receives from any governmental entity regarding the application of Environmental Laws to the Premises that will change or has a potential to change Lessee’s or Lessor’s obligations or liabilities under the Environmental Laws.

INDEMNIFICATION WITH RESPECT TO ENVIRONMENTAL MATTERS

(v)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessor hereunder, Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of the following:

(i)  any Hazardous Materials which, at any time during the lease term, are or were Managed, generated, stored, treated, Released, disposed of or otherwise located on or at the Premises due to Lessee’s activities (regardless of the location at which such Hazardous Materials are now or may in the future be located or disposed of), including but not limited to, any and all (A) liabilities and claims under any theory of tort, nuisance, strict liability, ultrahazardous activity, negligence or otherwise based upon, resulting from or in connection with any Hazardous Materials; and (B) obligations to take Response Activities pursuant to any investigation or remediation in connection with the decontamination, removal, transportation, incineration, or disposal of any of the foregoing;

(ii)  any actual or alleged illness, disability, injury, or death of any person, in any manner arising out of or allegedly arisen out of exposure to Hazardous Materials or other substances or conditions that are (or allegedly are) present at the Premises by virtue of Lessee’s operations at the Premises, regardless of when any such illness, disability, injury, or death shall have occurred or been incurred or manifested itself;

(iii)  any actual or alleged failure of Lessee at any time and from time to time to comply with all applicable Environmental Laws, whether before or after the date of this Lease; and

(iv)  any failure by Lessee to comply with its obligations under Section 16.

It is expressly understood that Lessee’s obligations under this Section 16(v) shall survive the expiration or earlier termination of this Lease for any reason.

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(w)  Notwithstanding anything contained in this Lease to the contrary, except as to environmental matters which are the responsibility of Lessee hereunder, Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of Lessor’s noncompliance with any Permit, regulatory or statutory obligations under the Environmental Laws. It is expressly understood that Lessor’s obligations under this Section 16(w) shall survive the expiration or earlier termination of this Lease for any reason.

(x)  In the event of a conflict between this Lease and that certain Environmental Agreement between Lessor, Lessee and S.C. Johnson Commercial Markets, Inc. of even date herewith, the Environmental Agreement shall control.

17.   Indemnification.

(a)  Lessee shall defend, indemnify, and hold harmless the Lessor and the Lessor’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of:

(i)  Lessee’s occupancy, use or operation of the Premises, or from any breach of, default under, or failure to perform any term or provision of this Lease by Lessee;

(ii)  any other act or omission of Lessee or its officers, employees, agents, contractors, guests or invitees;

(iii)  any negligence, misconduct or other wrongful conduct of Lessee or any of Lessee’s officers, employees, agents, contractors, guests or invitees on the Premises;

(iv)  any claims from any of Lessee’s directors, officers, employees, contractors, agents or visitors arising directly or indirectly from the Premises or Lessee’s obligations or responsibilities described in this Lease.

It is expressly understood that Lessee’s obligations under this Section 17(a) shall survive the expiration or earlier termination of this Lease for any reason.

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(b)  Lessor shall defend, indemnify, and hold harmless the Lessee and the Lessee’s present and future officers, directors, employees and agents, from and against any and all losses, liabilities, claims, suits, damages, costs and expenses (including reasonable attorneys’ fees) and any and all expenses reasonably incurred in investigating, preparing for or defending against any pending or threatened litigation or claim, in any manner resulting from or arising out of any breach of, default under, or failure to perform any term or provision of this Lease by Lessor, its officers, employees, agents, contractors, guests or invitees. It is expressly understood that Lessor’s obligations under this Section 17(b) shall survive the expiration or earlier termination of this Lease for any reason.

(c)  In the event a Party has a claim for indemnification, the rights, obligations and procedures of the matter shall handled in accordance with the indemnification procedure described in that certain Master Distribution Agreement between Lessor, Lessee and S.C. Johnson Commercial Markets, Inc. of even date herewith.

18.   Lessee’s Responsibilities.

Lessee agrees:

(a)  Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Lessee or used by Lessee for any purpose other than ingress and egress to and from the Premises and for going from one to another part of the Premises.

(b)  With respect to work being performed by Lessee in the Premises with the approval of Lessor, Lessee will refer all contractors, contractors’ representatives and installation technicians rendering any service to them to Lessor for Lessor’s supervision, approval and control before the performance of any contractual services. This provision shall apply to all work performed in the Premises including, but not limited to, installations of telephones, telegraph equipment, electrical devices and attachments, and any and all installations of every nature affecting floors, walls, woodwork, trim, windows, ceilings, equipment and any other physical portion of the Premises.

(c)  Should Lessee require telegraphic, telephonic, or other communication service, Lessor will direct the electrician where and how wires are to be introduced and placed and none shall be introduced or placed except as Lessor shall direct. Such electric current shall not be used for power or heating without Lessor’s prior written permission.

(d)  Lessee shall not make or permit any improper, objectionable or unpleasant noises or odors in the Premises other than those typically found in operations similar to

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Lessee’s or otherwise interfere in any way with other Lessees or persons having business with them.

(e)  Unless Lessee and Lessor enter into alternative arrangements, Lessee shall expeditiously obtain and keep current any and all Permits, licenses and certificates now or hereafter required by any governmental body having jurisdiction over the Premises and/or Lessee’s activities thereon. Unless Lessee and Lessor enter into an alternative arrangement, and subject to a reasonable transition period (not to exceed 90 days from the Commencement Date) for transfer or reissuance (if required), such Permits, licenses and certificates shall be acquired and maintained by Lessee in its separate corporate status and not in the name of Lessor. This requirement shall include, but shall not be limited to any Permits, licenses and certificates which relate solely to Lessee’s waste disposal, including any activity which is solely related to Lessee’s operation.

(f)  Lessee has been given a copy of certain of Lessor’s Product Supply Division Policies and Procedures and a copy of Lessor’s Safety and Audit Assessment Policies and Procedures. Lessee shall comply with such policies and procedures, as the same may be amended from time to time.

(i)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Safety and Environment Program Assessment Audit, but in any event Lessee shall achieve, within 2 years after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

(ii)  Lessee shall use its best efforts to achieve a minimum score of 4.0 on Lessor’s Waxdale Housekeeping Audit, but in any event Lessee shall achieve, within 1 year after the Commencement Date, and maintain, throughout the term of this Lease, a minimum score of 4.0.

(g)  Lessee shall participate in Lessor’s safety and environmental exercises.

(h)  Lessee shall participate in pan-Waxdale committees, including the Waxdale Safety Committee, Waxdale Safety and Environmental Committee, and the Waxdale Environment Committee.

(i)  Lessee shall encourage its employees to become members of the Waxdale Emergency Response Brigade.

19.   Damages or Destruction.

(a)  If any building or improvement upon the Premises is destroyed or damaged in whole or in part by fire, or other casualty, Lessee shall give notice thereof to Lessor, and except, as otherwise provided below, Lessor at Lessor’s cost and expense promptly shall repair, replace, and rebuild the buildings or improvements to at least

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as good condition as it or they were in immediately prior to such occurrence. Such work shall be commenced within 60 days after the settlement has been made with the insurance companies.

(b)  If following such damage or destruction the estimate of the time to complete such repair or restoration, as determined by the general contractor selected by Lessor, exceeds 240 days, Lessor and Lessee at their respective options shall have the right to terminate the Lease upon written notice to the other Party given within 20 days after receipt of the estimated time to repair or restore.

(c)  The net proceeds of any insurance shall be applied in payment of the cost of such repairing or rebuilding as the same progresses. If the insurance proceeds exceed the cost of such repairs or rebuilding, then the balance remaining after payment of the cost of such repairs or rebuilding shall be paid over and belong to Lessor.

(d)  Except as specifically provided in subsections (b), (e) or (f), this Lease shall not terminate or be affected in any manner by reason of the destruction or damage in whole or in part of the Premises or any building or improvement now or hereafter standing or erected thereon or by reason of the untenantability of the Premises or any such building or improvements. Rent shall in any case continue to be paid by Lessee. Lessee shall have the option of providing rent protection insurance for the benefit of Lessor with regard to damage or destruction of the Premises and any insurance benefits resulting therefrom shall be applied against any rent accruing to Lessor.

(e)  If the fire or casualty damages or destroys more than 25% of the improvements on the Premises and occurs within the last 12 months of the Lease Term, then Lessee, at its option, may elect to terminate the Lease by giving written notice thereof to Lessor within 15 days after such fire or casualty. If Lessee timely gives such notice then the Lease shall terminate as of the date of such fire or casualty; Lessee shall not be liable for any rent accruing after the date of such fire or casualty; Lessor shall not be required to rebuild or restore the Premises; and all casualty insurance proceeds shall be the sole property of Lessor.

(f)  If the insurance proceeds available for a fire or casualty are not sufficient to rebuild and restore the Premises, and if Lessor is not willing to provide the additional funds necessary then Lessor at its option may, within 60 days after the settlement has been made with the insurance companies, elect to terminate this Lease by giving written notice thereof to Lessee. In such event all insurance proceeds shall be paid to Lessor and the Lease shall terminate effective as of the date of such casualty loss.

20.   Condemnation.    If all of the Premises are taken by the exercise of the power of the eminent domain or conveyed under the threat of eminent domain, then this Lease shall terminate as of the date possession is taken by the condemnor. The entire compensation award shall

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belong to Lessor (except any portion thereof allocated to Lessee’s personal property or relocation benefits) and Lessee shall have no interest therein.

If less than all of the Premises is taken by the exercise of the power of eminent domain or sold under the threat of eminent domain, then Lessee shall have the right to terminate this Lease if the premises remaining are such that their continued use for the purposes for which the same were being used immediately prior to such taking is reasonably impractical or economically imprudent. Termination shall be as of the date legal possession is taken by the condemnor. The option to terminate herein granted shall be exercised in writing by Lessee within 30 days after the date of the taking of possession by the condemnor. In any event, the entire compensation award (except any portion thereof allocated to Lessee’s personal property or relocation benefits) shall belong to Lessor and Lessee shall have no interest therein (except any portion thereof allocated to Lessee’s personal property or relocation benefits). Restoration of the Premises following a taking shall be subject to the same terms as set forth in subsections (a) through (c) of Section 19 of this Lease, as though the taking had been a casualty, except that any balance of any award remaining completed shall be paid to and belong to Lessor.

21.   Inspection.    Lessor and its authorized representatives shall have the right, upon giving reasonable prior written notice except in an emergency, to enter the Premises or any part thereof and inspect the same for the purposes of determining Lessee’s compliance with the terms of this Lease or to make repairs required hereunder.

22.   Quiet Enjoyment.    So long as Lessee shall pay the rentals and all other sums herein provided and shall keep and perform all of the terms, covenants, and conditions on its part herein contained, Lessor covenants that Lessee, subject to Lessor’s rights herein, shall have the right to the peaceful and quiet occupancy of the Premises.

23.   Force Majeure.    Except for the obligations imposed under Section 16, neither Party will be liable to the other for delay or default in the performance of any of its obligations for any cause beyond its reasonable control, including that of subcontractors directed by Lessor to provide services to Lessee. The Party claiming such cause of delay or default in performance shall give prompt written notice thereof to the other Party and shall exercise every reasonable means to avoid or abate the cause of delay or default. If such cause prevents the performance by a Party for a period of more than 90 days, then the Parties will confer and consider means for abating the cause or otherwise carrying out this Lease in a manner mutually agreeable to the Parties. If the Parties do not mutually agree to abate the cause or otherwise carry out this Lease within 180 days following the occurrence of the delay or default, the Party whose performance is not so delayed or prevented may terminate this Lease on at least 10 days’ advance written notice to the other Party. In the event of a force majeure event, Lessor may allocate its available site services, including utilities, in any manner which Lessor in its reasonable discretion concludes is appropriate under the circumstances.

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24.   Mortgage and Subordination.    Lessor’s interest in this Lease or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Premises free from any liens for work performed, materials furnished, or obligations incurred by Lessee.

Unless Lessor or Lessor’s mortgagee notifies Lessee to the contrary, this Lease at all times shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the Premises by Lessor and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien(s) of any such mortgage or mortgages as shall be desired by Lessor or by any mortgagee, or proposed mortgagee; provided that any such mortgagee shall deliver to Lessee at or prior to the time this Lease becomes subordinate, a written agreement in recordable form providing that Lessee shall have the right to remain in possession of the Premises under the terms of this Lease, notwithstanding any default in any such mortgage or after foreclosure thereof, so long as Lessee is not in default under any of the covenants, conditions, and agreements contained in this Lease.

25.   Estoppel Certificate.    At any time, and from time to time, each Party agrees, promptly and in no event later than 10 days after a request in writing from the other Party, to execute, acknowledge, and deliver to the requesting Party a statement in writing certifying that this Lease is unmodified and in full force and effect (or, if there has been modification, that the same is in full force and effect as modified and stating the modification) and the dates to which the rental and other charges have been paid.

26.   Assignment and Subletting.

(a)  Lessee shall not mortgage or assign this Lease or any interest therein, or sublet all or any portion of the Premises, or allow the use of any portion of the Premises by any third party, without the prior written consent of Lessor in each instance, which may be withheld for any reason. Any assignment, sublease or occupancy does not relieve Lessee from obtaining the consent in writing of Lessor to any further assignment, subletting or occupancy, and does not release Lessee or any guarantor from liability hereunder. Lessor may accept rent from any person or entity in possession of the Premises without the same being deemed consent to an assignment or sublease and without the same being deemed a release of Lessee or any other party of its obligations under this Lease. Lessee shall provide a copy of the proposed sublease or assignment instrument to Lessor when requesting consent and shall provide a copy of the executed sublease or assignment instrument to Lessor after obtaining consent. Lessee shall pay to Lessor reasonable costs and expenses incurred by Lessor in reviewing a proposed sublease or assignment not to exceed Five Thousand Dollars ($5,000.00). In considering a request by Lessee for assignment or subletting, it shall be reasonable for Lessor to consider, among other

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things: (i) the financial record and capability of the proposed assignee or subleases, (ii) the business and personal reputation of the proposed assignee or sublessees and its principals, and (iii) the type of business to be carried on by the proposed assignee or sublessee. Any permitted assignee or sublessee hereunder shall be bound by all of the terms and conditions of this Lease.

(b)  Lessor shall have the right at any time to sell or convey the Premises subject to this Lease or to assign its rights, title and interest as Lessor under this Lease in whole or in part. In the event of any such sale or assignment (other than a collateral assignment as security for an obligation of Lessor), Lessor shall be relieved from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to the date of such assignment or sale, to the extent that the buyer or assignee assumes such liabilities.

27.   Default and Remedies.

(a)  Each of the following shall be deemed a default of this Lease by Lessee:

(i)  If any rent or other monetary sum due remains unpaid for 5 business days following written notice that such sum is due;

(ii)  If Lessee makes any assignment of assets or business for the benefit of creditors, or if a trustee or receiver is appointed to administer or conduct its business or affairs, or if Lessee is adjudged in any legal action to be either a voluntary or involuntary bankrupt;

(iii)  If Lessee fails to perform or violates any other of the covenants, conditions, obligations or restrictions of this Lease; provided, however, that such event shall not constitute a default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee written notice thereof and a period of 10 days thereafter shall have elapsed, during which period Lessee may correct or cure such event, upon failure of which a default shall be deemed to have occurred hereunder without further notice or demand of any kind. Notwithstanding the foregoing, if such breach or default cannot reasonably be cured within the ten (10) day period, and Lessee is diligently pursuing a cure of such breach or default, then Lessee shall, after receiving notice specified herein, have a reasonable period to cure such breach or default, not exceeding 120 days, provided Lessee continuously exercises due diligence in the cure of the same. Notwithstanding the foregoing, the failure to comply with the provisions of section 16 of this Lease dealing with compliance with Environmental Laws shall not constitute a default under this Lease if Lessee agrees to comply

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with such Environmental Laws and thereafter promptly, diligently and continuously works to comply with such Environmental Laws, in which event the 120 day time period set forth above shall not apply.

(b)  In the event of any breach or default, and without any notice, except, if applicable, the notice prior to default required under circumstances set forth in subsection (a) above, Lessor shall be entitled to exercise, at its option, concurrently, successively, or in any combination, any and all remedies available at law or in equity, including without limitation any one or more of the following:

(i)  To terminate this Lease;

(ii)  To terminate Lessee’s occupancy of the Premises and to re-enter and take possession of the Premises or any part thereof (which termination of occupancy and reentry shall result in a proportional abatement of rent (including other charges) but only to the extent Lessor occupies and actually uses substantially all of the Facility in the ordinary course of Lessor’s business operation and in any event such occupancy and reentry shall not operate to terminate this Lease unless Lessor expressly so elects) and of any and all fixtures which are located on the Premises and owned by Lessor;

(iii)  To relet the Premises or any part thereof for such term or terms (including a term which extends beyond the original term of this Lease), at such rentals, and upon such other terms as Lessor, in its sole discretion, may determine, with all net proceeds, after expenses, received from such reletting being applied to the rentals and other sums due from Lessee in such order as Lessor may determine, in its discretion, with Lessee remaining liable for any deficiency; with regard to any such reletting, Lessor may make repairs, alterations and additions in or to the Premises to the extent reasonably necessary to relet and Lessee shall be liable to Lessor for such expenses;

(iv)  To recover from Lessee all expenses, including attorneys’ fees, reasonably paid or incurred by Lessor as a result of any such default;

(v)  Except as set forth in Section 27(b)(ii), to accelerate all remaining rent due under the Lease (less the depreciation portion of the Basic Charge) for the remainder of the Lease Term (or any Renewal Tem) with such amount to be determined by the present value of the aggregate amount of such rent, taxes, insurance and other obligations of Lessee under the Lease (except for Rent, based upon the amount thereof for the year immediately preceding the month in which the default has occurred) for the period from the date in which Lessee’s occupancy of the Premises has been terminated to the stated end of the Lease Term (or any Renewal Term) (such present value to be

23

computed on the basis of a per annum discount rate equal to 3 percentage points in excess of the Prime Rate at the time of the default); and/or

(vi)  To recover from Lessee all rent not theretofore accelerated and paid pursuant to the foregoing subsection and any sums thereafter accruing as they become due under this Lease, if the Lease has not been terminated, during the period from the default to the stated end, of the Lease Term.

In addition, in the event of any breach or default by Lessee, Lessor may, at its option, but shall not be obligated to, immediately or at any time thereafter, and without notice except as required herein, correct such breach or default, without, however, curing the same, for the account and at the expense of the Lessee. Any sum or sums so paid by Lessor, together with interest at the rate of 3 percentage points in excess of the Prime Rate, and all costs and damages, shall be deemed to be additional rent hereunder and shall be due from Lessee to Lessor upon demand.

28.   Lessor’s Right to Cure.    If Lessor breaches any of its obligations under this Lease, Lessee shall notify Lessor and shall take no action respecting such breach so long as Lessor reasonably promptly begins to cure the breach and diligently pursues such cure to its completion.

29.   Change in Control.    In the event Lessee undergoes a Change in Control (as defined in that certain Technology Disclosure and License Agreement between Lessor, Lessee and S.C. Johnson Commercial Markets, Inc. of even date herewith) this Lease and the obligations of Lessor and the rights and privileges of Lessee under this Lease shall automatically terminate as of the effective date of the Change of Control.

30.   Additional Rights Reserved to Lessor.    Without affecting Lessee’s obligations hereunder, Lessor reserves the right during the last year of the Lease Term to enter the Premises to display conspicuously thereon the usual “For Rent” or “For Sale” sign or card and at all reasonable times during the Lease Term to show the same to prospective purchasers, lessees or mortgagees, provided that the entry does not unreasonably interfere with the conduct and operation of Lessee’s business.

31.   Notices.    All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by prepaid telex, cable or telecopy, or sent, postage prepaid, by registered, certified or express mail, or reputable overnight courier service and shall be deemed given when so delivered by hand, telexed, cabled or telecopied, or if mailed, 3 days after mailing (one business day in the case of express mail or overnight courier service), as follows:

If to Lessor:

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S.C. Johnson & Son, Inc.

1525 Howe Street

Racine, WI 53403-2236

Attn: General Counsel

If to Lessee:

Johnson Polymer, Inc.

8310 16th Street

Sturtevant, WI 53177-0902

Attn: General Counsel

32.   Intentionally Omitted.

33.   Holding Over.    If Lessee remains in possession of the Premises after the expiration of the Lease Term, then Lessee may be deemed a Lessee on a month-to-month basis and shall continue to pay rent and other sums and shall comply with all the terms of this Lease; provided that nothing herein nor the acceptance of rent by Lessor shall be deemed a consent to such holding over. Lessor shall be entitled to all remedies available to it at law or in equity for such holdover, including holdover rent at 200% of the rent payable hereunder.

34.   Waiver and Amendment.    This Agreement may be amended, or any provision of this Agreement may be waived; provided that any such amendment or waiver shall be binding upon any Party only if set forth in a writing executed by such Party and referring specifically to the provision alleged to have been amended or waived. No course of dealing between the Parties shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person under or by reason of this Agreement.

35.   Relationship of Parties.

(a)  Each of the Parties shall be solely responsible for its own strategic business decisions and day-to-day management and operational activities in all areas of its business. In this regard neither Party shall have decision-making authority with respect to the operations of the other Party nor shall it have authority to exercise any of the powers and authority of the other Party’s officers or employees. Each Party acknowledges that it is solely responsible for any decisions or actions undertaken at the advice or recommendation of the other Party.

(b)  Neither Lessee nor Lessor will be considered the agent of the other and neither will have the right to bind or obligate the other to any third party without specific prior written approval. Neither Lessee nor Lessor will be, nor be considered to be, partners or joint venturers of, or with, the other. The relationship of Lessor to

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Lessee under this Lease is that of an independent contractor. Nothing in this Lease will confer upon any person, other than Lessor and Lessee, and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under, or by reason of, this Lease.

36.   Dispute Resolution.    In the event of any dispute or disagreement between the Parties hereto as to the interpretation of any provision of this Agreement (or the performance of any obligations hereunder) the matter shall be handled in accordance with the dispute resolution procedure described in Section 31(a), (b) and (c)(i) of that certain license Agreement between Lessor and Lessee of even date herewith, pursuant to which Lessor has granted to Lessee, inter alia, a license to use certain technology in connection with Lessee’s manufacturing, marketing and sale of certain products, with the CEO of Lessor having ultimate authority to resolve the dispute as he sees fit, and the Parties agree to be bound by the final decision of the CEO of Lessor and agree not to challenge such decision in court on or before any other judicial or administrative body.

37.   Severability.    If any of the terms or provisions contained herein shall be declared to be invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions and conditions of this Lease, or the application of such to persons or circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby and shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law.

38.   No Strict Construction.    Lessor and Lessee confirm that they have reviewed, negotiated and adopted this Agreement as the agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against either Party.

39.   Entire Agreement.  This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understanding, whether written or oral, relating to such subject matter, including the 3 Leases between the Parties, each dated June 28, 1997.

40.   Governing Law.   This Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin (without giving effect to its conflict of law principles).

41.   Interpretation.    The headings and captions contained in this Agreement and in any Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule and not otherwise defined therein shall have the meanings set forth in this Agreement. The use of the word “including” herein shall mean “including without limitation”.

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42. Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original.

43. Lessee’s Representations as to Authority.

(a) Lessee is a Wisconsin corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is qualified to do business in Wisconsin and has the power and authority to consummate the transactions contemplated by this Lease.

(b) All proceedings of Lessee necessary to consummate the transactions contemplated by this Lease have been duly taken in accordance with the law.

44.   Brokers.    Lessor and Lessee agree to indemnify and hold each other harmless from and against any claims by any other broker or agent claiming commissions or other compensation as Lessor’s or Lessee’s respective representative or agent with regard to this transaction. The provisions of this Section shall survive the termination of this Lease.

Signed:
LESSOR:
S.C. JOHNSON & SON, INC.
By:	/s/    NEAL R. NOTTLESON
	Neal R. Nottleson Vice Chairman

LESSEE:
JOHNSON POLYMER, INC.
By:	/s/    S. CURTIS JOHNSON
	S. Curtis Johnson President

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EX-10.17

Exhibit 10.17

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT

dated as of March 2, 2001

among

JWPR CORPORATION, as Seller and Servicer,

FALCON ASSET SECURITIZATION CORPORATION

and

BANK ONE, NA (MAIN OFFICE CHICAGO)

as Financial Institution and as Agent

ARTICLE I     PURCHASE ARRANGEMENTS	1
Section 1.1     Purchase Facility.	1
Section 1.2     Increases.	2
Section 1.3     Decreases	2
Section 1.4     Payment Requirements	2
ARTICLE II     PAYMENTS AND COLLECTIONS	3
Section 2.1     Payments	3
Section 2.2     Collections Prior to Amortization	3
Section 2.3     Collections Following Amortization	4
Section 2.4     Application of Collections	4
Section 2.5     Payment Recission	5
Section 2.6     Maximum Purchaser Interests	5
Section 2.7     Clean Up Call	5
ARTICLE III     COMPANY FUNDING	5
Section 3.1     CP Costs	5
Section 3.2     CP Costs Payments	6
Section 3.3     Calculation of CP Costs	6
ARTICLE IV     FINANCIAL INSTITUTION FUNDING	6
Section 4.1     Financial Institution Funding	6
Section 4.2     Yield Payments	6
Section 4.3     Selection and Continuation of Tranche Periods.	6
Section 4.4     Financial Institution Discount Rates	7
Section 4.5     Suspension of the LIBO Rate.	7
ARTICLE V     REPRESENTATIONS AND WARRANTIES	7
Section 5.1     Representations and Warranties of Seller	7
ARTICLE VI     CONDITIONS OF PURCHASES	11
Section 6.1     Conditions Precedent to Initial Incremental Purchase	11
Section 6.2     Conditions Precedent to All Purchases and Reinvestments	11
ARTICLE VII     COVENANTS	12
Section 7.1     Affirmative Covenants of Seller	12

1

Section 7.2     Negative Covenants of Seller	20
ARTICLE VIII     ADMINISTRATION AND COLLECTION	22
Section 8.1     Designation of Servicer.	22
Section 8.2     Duties of Servicer	22
Section 8.3     Collection Notices	24
Section 8.4     Responsibilities of Seller	24
Section 8.5     Reports	24
Section 8.6     Servicing Fees	25
ARTICLE IX     AMORTIZATION EVENTS	25
Section 9.1     Amortization Events	25
Section 9.2     Remedies	28
ARTICLE X     INDEMNIFICATION	28
Section 10.1     Indemnities by The Seller and Servicer	28
Section 10.2     Increased Cost and Reduced Return	31
Section 10.3     Other Costs and Expenses	31
Section 10.4     Allocations	32
ARTICLE XI     THE AGENT	32
Section 11.1     Authorization and Action	32
Section 11.2     Delegation of Duties	33
Section 11.3     Exculpatory Provisions	33
Section 11.4     Reliance by Agent	33
Section 11.5     Non-Reliance on Agent and Other Purchasers	34
Section 11.6     Reimbursement and Indemnification	34
Section 11.7     Agent in its Individual Capacity	34
Section 11.8     Successor Agent	34
ARTICLE XII     ASSIGNMENTS; PARTICIPATIONS	35
Section 12.1     Assignments	35
Section 12.2     Participations	36
ARTICLE XIII     LIQUIDITY FACILITY	36
Section 13.1     Transfer to Financial Institutions	36
Section 13.2     Transfer Price Reduction Yield	37
Section 13.3     Payments to Company	37
Section 13.4     Limitation on Commitment to Purchase from Company	37

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Section 13.5     Defaulting Financial Institutions	37
ARTICLE XIV     MISCELLANEOUS	38
Section 14.1       Waivers and Amendments.	38
Section 14.2       Notices	39
Section 14.3       Ratable Payments	39
Section 14.4       Protection of Ownership Interests of the Purchasers.	39
Section 14.5       Confidentiality.	40
Section 14.6       Bankruptcy Petition	41
Section 14.7       Limitation of Liability	41
Section 14.8       CHOICE OF LAW	41
Section 14.9       CONSENT TO JURISDICTION	41
Section 14.10     WAIVER OF JURY TRIAL	42
Section 14.11     Integration; Termination of Agreement; Binding Effect; Survival of Terms.	42
Section 14.12     Counterparts; Severability; Section References	42
Section 14.13     Bank One Roles	43
Section 14.14     Characterization.	43

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Exhibits and Schedules

Exhibit I	Definitions
Exhibit II	Form of Purchase Notice
Exhibit III	Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s)
Exhibit IV	Names of Collection Banks; Collection Accounts
Exhibit V	Form of Compliance Certificate; Form of Offshore Base Rate Compliance Certificate
Exhibit VI	Form of Collection Account Agreement
Exhibit VII	Form of Assignment Agreement
Exhibit VIII	Credit and Collection Policy
Exhibit IX	Form of Contract(s)
Exhibit X	Form of Monthly Report
Exhibit XI	Form of Performance Undertaking
Schedule A	Commitments
Schedule B	Closing Documents
Schedule C	Reporting Periods

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JWPR CORPORATION

RECEIVABLES PURCHASE AGREEMENT

This Receivables Purchase Agreement dated as of March 2, 2001 is among JWPR Corporation, a Nevada corporation as seller (“Seller”) and initial servicer (“Servicer”), the entities listed on Schedule A to this Agreement (together with any of their respective successors and assigns hereunder, the “Financial Institutions”), Falcon Asset Securitization Corporation (“Company”) and Bank One, NA (Main Office Chicago), as agent for the Purchasers hereunder or any successor agent hereunder (together with its successors and assigns hereunder, the “Agent”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

Seller desires to transfer and assign Purchaser Interests to the Purchasers from time to time.

Company may, in its absolute and sole discretion, purchase Purchaser Interests from Seller from time to time.

In the event that Company declines to make any purchase, the Financial Institutions shall, at the request of Seller, purchase Purchaser Interests from time to time. In addition, the Financial Institutions have agreed to provide a liquidity facility to Company in accordance with the terms hereof.

Bank One, NA (Main Office Chicago) has been requested and is willing to act as Agent on behalf of Company and the Financial Institutions in accordance with the terms hereof.

ARTICLE I

PURCHASE ARRANGEMENTS

SECTION 1.1    Purchase Facility.

(a)  Upon the terms and subject to the conditions hereof, Seller may, at its option, sell and assign Purchaser Interests to the Agent for the benefit of one or more of the Purchasers. In accordance with the terms and conditions set forth herein, Company may, at its option, during the period from the date hereof to but not including the Facility Termination Date instruct the Agent to purchase on behalf of Company, or if Company shall decline to purchase, the Agent shall purchase, on behalf of the Financial Institutions, Purchaser Interests from time to time in an aggregate amount not to exceed at such time the lesser of (i) the Purchase Limit and (ii) the aggregate amount of the Commitments during the period from the date hereof to but not including the Facility Termination Date.

(b)  Seller may, upon at least 10 Business Days’ notice to the Agent, terminate in whole or reduce in part, ratably among the Financial Institutions, the unused portion of the Purchase Limit; provided that each partial reduction of the Purchase Limit shall be in an amount equal to $1,000,000 or an integral multiple thereof.

SECTION 1.2    Increases.

Seller shall provide the Agent with at least two Business Days’ prior notice in a form set forth as Exhibit II hereto of each Incremental Purchase (a “Purchase Notice”). Each Purchase Notice shall be subject to Section 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000 and shall not be greater than the Commitment Availability immediately prior to giving effect to such purchase) and date of purchase and, in the case of an Incremental Purchase to be funded by the Financial Institutions, the requested Discount Rate and Tranche Period. Following receipt of a Purchase Notice, the Agent will determine whether Company agrees to make the purchase. If Company declines to make a proposed purchase, Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase of the Purchaser Interest will be made by the Financial Institutions. On the date of each Incremental Purchase, upon satisfaction of the applicable conditions precedent set forth in Article VI, Company or the Financial Institutions, as applicable, shall initiate a wire transfer to the Facility Account, in immediately available funds, no later than 12:00 noon (Chicago time), an amount equal to (i) in the case of Company, the aggregate Purchase Price of the Purchaser Interests Company is then purchasing or (ii) in the case of a Financial Institution, such Financial Institution’s Pro Rata Share of the aggregate Purchase Price of the Purchaser Interests the Financial Institutions are purchasing.

SECTION 1.3  Decreases.    Seller shall provide the Agent with prior written notice in conformity with the Required Notice Period (a “Reduction Notice”) of any proposed reduction of Aggregate Capital from Collections. Such Reduction Notice shall designate (i) the date (the “Proposed Reduction Date”) upon which any such reduction of Aggregate Capital shall occur (which date shall give effect to the applicable Required Notice Period), and (ii) the amount of Aggregate Capital to be reduced which shall be applied ratably to the Purchaser Interests of Company and the Financial Institutions in accordance with the amount of Capital (if any) owing to Company, on the one hand, and the amount of Capital (if any) owing to the Financial Institutions (ratably, based on their respective Pro Rata Shares), on the other hand (the “Aggregate Reduction”). Only one (1) Reduction Notice shall be outstanding at any time. No Aggregate Reduction will be made following the occurrence of the Amortization Date without the consent of the Agent.

SECTION 1.4  Payment Requirements.    All amounts to be paid or deposited by Seller pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 11:00 a.m. (Chicago time) on the day when due in immediately available funds, and if not received before 11:00 a.m. (Chicago time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to a Purchaser they shall be paid to the Agent, for the account of such Purchaser, at 1 Bank One Plaza, Chicago, Illinois 60670 until otherwise notified by the Agent. Upon notice to Seller, the Agent may debit any account then maintained by Bank One in the name of Seller for all amounts due and payable

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hereunder. All computations of Yield, per annum fees calculated as part of any CP Costs, per annum fees hereunder and per annum fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day and such extension of time shall in such case be included in the computation of Yield, CP Costs or fees, as the case may be.

ARTICLE II

PAYMENTS AND COLLECTIONS

SECTION 2.1  Payments.    Notwithstanding any limitation on recourse contained in this Agreement, Seller shall immediately pay to the Agent when due, for the account of the relevant Purchaser or Purchasers on a full recourse basis, (i) such fees as set forth in the Fee Letter (which fees shall be sufficient to pay all fees owing to the Financial Institutions) and the Ancillary Costs Agreement, (ii) all CP Costs, (iii) all amounts payable as Yield, (iv) all amounts payable as Deemed Collections (which shall be immediately due and payable by Seller and applied to reduce outstanding Aggregate Capital hereunder in accordance with Sections 2.2 and 2.3 hereof), (v) all amounts payable under Section 2.6, (vi) all amounts payable pursuant to Article X, if any, (vii) all Servicer costs and expenses, including the Servicing Fee, in connection with servicing, administering and collecting the Receivables, (viii) all Broken Funding Costs and (ix) all Default Fees (the items described in clauses (i) through (ix) being, collectively, the “Obligations”). If any Person fails to pay any of the Obligations when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding the foregoing, no provision of this Agreement or the Fee Letter shall require the payment or permit the collection of any amounts hereunder in excess of the maximum permitted by applicable law. If at any time Seller receives any Collections or is deemed to receive any Deemed Collections, Seller shall immediately pay such Collections or Deemed Collections to the Servicer for application in accordance with the terms and conditions hereof and, at all times prior to such payment, such Collections or Deemed Collections shall be held in trust by Seller for the exclusive benefit of the Purchasers and the Agent.

SECTION 2.2  Collections Prior to Amortization.    Prior to the Amortization Date, any Collections and/or Deemed Collections received by the Servicer shall be set aside and held in trust by the Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this Section 2.2. If at any time any Collections are received by the Servicer prior to the Amortization Date, (i) the Servicer shall set aside the Termination Percentage (hereinafter defined) of Collections evidenced by the Purchaser Interests of each Terminating Financial Institution and (ii) Seller hereby requests and the Purchasers (other than any Terminating Financial Institutions) hereby agree to make, simultaneously with such receipt, a reinvestment (each a “Reinvestment”) with that portion of the balance of each and every Collection received by the Servicer that is part of any Purchaser Interest (other than any Purchaser Interests of Terminating Financial Institutions), such that after giving effect to such Reinvestment, the amount of Capital of such Purchaser Interest immediately after such receipt and corresponding Reinvestment shall be equal to the amount of Capital immediately prior to such receipt. On each Settlement Date prior to the occurrence of the Amortization Date, the Servicer shall remit to the Agent’s account the amounts set aside during the preceding Settlement

3

Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with Section 2.1) first, to reduce unpaid CP Costs, Yield and other Obligations and second, to reduce the Capital of all Purchaser Interests of Terminating Financial Institutions, applied ratably to each Terminating Financial Institution according to its respective Termination Percentage. If such Capital, CP Costs, Yield and other Obligations shall be reduced to zero, any additional Collections received by the Servicer (i) if applicable, shall be remitted to the Agent’s account no later than 11:00 a.m. (Chicago time) to the extent required to fund any Aggregate Reduction on such Settlement Date and (ii) any balance remaining thereafter shall be remitted from the Servicer to Seller on such Settlement Date. Each Terminating Financial Institution shall be allocated a ratable portion of Collections from the date of any assignment by Company pursuant to Section 13.6 (the “Termination Date”) until such Terminating Financing Institution’s Capital shall be paid in full. This ratable portion shall be calculated on the Termination Date of each Terminating Financial Institution as a percentage equal to (i) Capital of such Terminating Financial Institution outstanding on its Termination Date, dividedby (ii) the Aggregate Capital outstanding on such Termination Date (the “Termination Percentage”). Each Terminating Financial Institution’s Termination Percentage shall remain constant prior to the Amortization Date. On and after the Amortization Date, each Termination Percentage shall be disregarded, and each Terminating Financial Institution’s Capital shall be reduced ratably with all Financial Institutions in accordance with Section 2.3.

SECTION 2.3  Collections Following Amortization.    On the Amortization Date and on each day thereafter, the Servicer shall set aside and hold in trust, for the holder of each Purchaser Interest, all Collections received on such day and an additional amount for the payment of any accrued and unpaid Obligations owed by Seller and not previously paid by Seller in accordance with Section 2.1. On and after the Amortization Date, the Servicer shall, at any time upon the request from time to time by (or pursuant to standing instructions from) the Agent (i) remit to the Agent’s account the amounts set aside pursuant to the preceding sentence, and (ii) apply such amounts to reduce the Capital associated with each such Purchaser Interest and any other Aggregate Unpaids.

SECTION 2.4  Application of Collections.    If there shall be insufficient funds on deposit for the Servicer to distribute funds in payment in full of the aforementioned amounts pursuant to Section 2.2 or 2.3 (as applicable), the Servicer shall distribute funds:

first, to the payment of the Servicer’s reasonable out-of-pocket costs and expenses in connection with servicing, administering and collecting the Receivables, including the Servicing Fee, if Seller or one of its Affiliates is not then acting as the Servicer,

second, to the reimbursement of the Agent’s costs of collection and enforcement of this Agreement,

third, (to the extent applicable) to the ratable reduction of the Aggregate Capital (without regard to any Termination Percentage),

fourth, for the ratable payment of all other unpaid Obligations, provided that to the extent such Obligations relate to the payment of Servicer costs and expenses,

4

including the Servicing Fee, when Seller or one of its Affiliates is acting as the Servicer, such costs and expenses will not be paid until after the payment in full of all other Obligations, and

fifth, after the Aggregate Unpaids have been indefeasibly reduced to zero, to Seller.

Collections applied to the payment of Aggregate Unpaids shall be distributed in accordance with the aforementioned provisions, and, giving effect to each of the priorities set forth in Section 2.4 above, shall be shared ratably (within each priority) among the Agent and the Purchasers in accordance with the amount of such Aggregate Unpaids owing to each of them in respect of each such priority.

SECTION 2.5  Payment Recission.    No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Agent (for application to the Person or Persons who suffered such recission, return or refund) the full amount thereof, plus the Default Fee from the date of any such recission, return or refunding.

SECTION 2.6  Maximum Purchaser Interests.    Seller shall ensure that the Purchaser Interests of the Purchasers shall at no time exceed in the aggregate 100%. If the aggregate of the Purchaser Interests of the Purchasers exceeds 100%, Seller shall pay to the Agent within one (1) Business Day an amount to be applied to reduce the Aggregate Capital (as allocated by the Agent), such that after giving effect to such payment the aggregate of the Purchaser Interests equals or is less than 100%.

SECTION 2.7  Clean Up Call.    In addition to Seller’s rights pursuant to Section 1.3, Seller shall have the right (after providing written notice to the Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Capital to a level that is less than 10.0% of the original Purchase Limit, to repurchase from the Purchasers all, but not less than all, of the then outstanding Purchaser Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against any Purchaser or the Agent.

ARTICLE III

COMPANY FUNDING

SECTION 3.1  CP Costs.    Seller shall pay CP Costs with respect to the Capital associated with each Purchaser Interest of Company for each day that any Capital in respect of such Purchaser Interest is outstanding. Each Purchaser Interest funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share the Capital in respect of such Purchaser Interest represents in relation to all assets held by Company and funded substantially with Pooled Commercial Paper.

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SECTION 3.2  CP Costs Payments.    On each Settlement Date, Seller shall pay to the Agent (for the benefit of Company) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Capital associated with all Purchaser Interests of Company for the immediately preceding Accrual Period in accordance with Article II.

SECTION 3.3  Calculation of CP Costs.    On or about the 5th Business Day of each month, Company shall calculate the aggregate amount of CP Costs for the Accrual Period then most recently ended and shall notify Seller of such aggregate amount.

ARTICLE IV

FINANCIAL INSTITUTION FUNDING

SECTION 4.1  Financial Institution Funding.    Each Purchaser Interest of the Financial Institutions shall accrue Yield for each day during its Tranche Period at either the LIBO Rate or the Prime Rate in accordance with the terms and conditions hereof. Until Seller gives notice to the Agent of another Discount Rate in accordance with Section 4.4, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof shall be the Base Rate. If the Financial Institutions acquire by assignment from Company any Purchaser Interest pursuant to Article XIII, each Purchaser Interest so assigned shall each be deemed to have a new Tranche Period commencing on the date of any such assignment and having a duration of one (1) Business Day, which Tranche Period shall be the first of a series of successive Tranche Periods each having a duration of one (1) Business Day until such time as Seller shall select a new Tranche Period and new Discount Rate in accordance with Section 4.3 or 4.4.

SECTION 4.2  Yield Payments.    On the Settlement Date for each Purchaser Interest of the Financial Institutions, Seller shall pay to the Agent (for the benefit of the Financial Institutions) an aggregate amount equal to the accrued and unpaid Yield for the entire Tranche Period of each such Purchaser Interest in accordance with Article II.

SECTION 4.3    Selection and Continuation of Tranche Periods.

(a)  With consultation from the Agent, Seller shall from time to time select Tranche Periods for the Purchaser Interests of the Financial Institutions, provided that, if at any time the Financial Institutions shall have a Purchaser Interest, Seller shall always request Tranche Periods such that Tranche Periods having a total of at least $10,000,000 (or, if less than $10,000,000, the aggregate Capital in respect of the Purchaser Interests then outstanding) shall end on the date specified in clause (A) of the definition of Settlement Date.

(b)  Seller upon notice to the Agent received at least three (3) Business Days prior to the end of a Tranche Period (the “Terminating Tranche”) for any Purchaser Interest, may, effective on the last day of the Terminating Tranche: (i) divide any such Purchaser Interest into multiple Purchaser Interests, (ii) combine any such Purchaser Interest with one or more other Purchaser Interests that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Purchaser Interest with a new Purchaser Interests to be purchased on the day such Terminating Tranche ends,

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provided, that in no event may a Purchaser Interest of Company be combined with a Purchaser Interest of the Financial Institutions.

SECTION 4.4  Financial Institution Discount Rates.    Seller may select the LIBO Rate or the Base Rate for each Purchaser Interest of the Financial Institutions. Seller shall by 11:00 a.m. (Chicago time): (i) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Discount Rate and (ii) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Base Rate is being requested as a new Discount Rate, give the Agent irrevocable notice of the new Discount Rate and new Tranche Period for the Purchaser Interest associated with such Terminating Tranche. Until Seller gives notice to the Agent of another Discount Rate, the initial Discount Rate for any Purchaser Interest transferred to the Financial Institutions pursuant to the terms and conditions hereof shall be the Base Rate.

SECTION 4.5    Suspension of the LIBO Rate.

(a)  If any Financial Institution notifies the Agent that it has determined that funding its Pro Rata Share of the Purchaser Interests of the Financial Institutions at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Purchaser Interests at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Purchaser Interest at such LIBO Rate, then the Agent shall suspend the availability of such LIBO Rate and require Seller to select the Base Rate for any Purchaser Interest accruing Yield at such LIBO Rate.

(b)  If less than all of the Financial Institutions give a notice to the Agent pursuant to Section 4.5(a), each Financial Institution which gave such a notice shall be obliged, at the request of Seller, Company or the Agent, to assign all of its rights and obligations hereunder to (i) another Financial Institution or (ii) another funding entity nominated by Seller or the Agent that is acceptable to Company and willing to participate in this Agreement through the Facility Termination Date in the place of such notifying Financial Institution; provided that (i) the notifying Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such notifying Financial Institution’s Pro Rata Share of the Capital and Yield owing to all of the Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions, and (ii) the replacement Financial Institution otherwise satisfies the requirements of Section 12.1(b).

ARTICLE V

REPRESENTATIONS AND WARRANTIES

SECTION 5.1  Representations and Warranties of Seller.    Seller hereby represents and warrants to the Agent and the Purchasers, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

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(a)  Corporate Existence and Power.    Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. Seller is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted.

(b)  Power and Authority; Due Authorization, Execution and Delivery.    The execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and Seller’s use of the proceeds of purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which Seller is a party has been duly executed and delivered by Seller.

(c)  No Conflict.    The execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Seller or its Subsidiaries (except as created by the Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)  Governmental Authorization.    Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)  Actions, Suits.    There are no actions, suits or proceedings pending, or to the best of Seller’s knowledge, threatened, against or affecting Seller, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Seller is not in default with respect to any order of any court, arbitrator or governmental body.

(f)  Binding Effect.    This Agreement and each other Transaction Document to which Seller is a party constitute the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)  Accuracy of Information.    All information heretofore furnished by Seller or any of its Affiliates to the Agent or the Purchasers for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated

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hereby or thereby is, and all such information hereafter furnished by Seller or any of its Affiliates to the Agent or the Purchasers will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)  Use of Proceeds.    No proceeds of any purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)  Good Title.    Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

(j)  Perfection.    This Agreement, together with the filing by Agent of the financing statements contemplated hereby, is effective to, and shall, upon each purchase hereunder, transfer to the Agent for the benefit of the relevant Purchaser or Purchasers (and the Agent for the benefit of such Purchaser or Purchasers shall acquire from Seller) a valid and perfected first priority undivided percentage ownership or security interest in each Receivable existing or hereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (on behalf of the Purchasers) ownership or security interest in the Receivables, the Related Security and the Collections.

(k)  Places of Business and Locations of Records.    The principal places of business and chief executive office of Seller and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit III or such other locations of which the Agent has been notified in accordance with Section 7.2(a) in jurisdictions where all action required by Section 14.4(a) has been taken and completed. Seller’s Federal Employer Identification Number is correctly set forth on Exhibit III.

(l)  Collections.    The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit IV. Seller has not granted any Person, other than the Agent as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event.

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(m)  Material Adverse Effect.    Since June 30, 2000, no event has occurred that would have a Material Adverse Effect.

(n)  Names.    Seller has not at any time used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement.

(o)  Not a Holding Company or an Investment Company.    Seller is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(p)  Compliance with Law.    Seller has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it is subject. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation.

(q)  Compliance with Credit and Collection Policy.    Seller has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy, except such material change as to which the Agent has been notified in accordance with Section 7.1(a)(vii).

(r)  Payments to Originators.    With respect to each Receivable transferred to Seller under the Receivables Sale and Contribution Agreement, Seller has given reasonably equivalent value to JWP Investments, Inc. in consideration therefor and such transfer was not made for or on account of an antecedent debt. With respect to each Receivable transferred to Seller under any Receivables Sale Agreement, Seller has given reasonably equivalent value to the applicable Originator in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by any Originator or JWP Investments, Inc. of any Receivable under any Receivables Sale Agreement or under the Receivables Sale and Contribution Agreement is voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(s)  Enforceability of Contracts.    Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

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(t)  Eligible Receivables.    Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date of its purchase or acquisition under, as applicable, the Receivables Sale and Contribution Agreement or any Receivables Sale Agreement was an Eligible Receivable on such purchase or acquisition date.

(u)  Net Receivables Balance.    Seller has determined that, immediately after giving effect to each purchase hereunder, the Net Receivables Balance is at least equal to the sum of (i) the Aggregate Capital, plus (ii) the Aggregate Reserves.

(v)  Accounting.    The manner in which Seller accounts for the transactions contemplated by this Agreement and each Receivables Sale Agreement is not inconsistent with the characterization of each transfer made under the Receivables Sale and Contribution Agreement or under any Receivables Sale Agreement as having the same effect as a “true sale,” which is to say having the effect of transferring to Seller all right, title and interest in and to the subject Receivables and the Related Security.

(w)  Other Representations.    Each of the representations and warranties of each Originator under or in connection with any of the other Transaction Documents is true and correct on and as of the date when made under such Transaction Document.

ARTICLE VI

CONDITIONS OF PURCHASES

SECTION 6.1  Conditions Precedent to Initial Incremental Purchase.    The initial Incremental Purchase of a Purchaser Interest under this Agreement is subject to the conditions precedent that:

(a)  Documentation.    The Agent shall have received on or before the date of such purchase each of the documents listed on Schedule B duly executed and delivered by each of the Persons named as parties thereto.

(b)  Fees.    The Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter.

(c)  Data Processing.    Each Originator and Seller shall have marked their respective data processing records evidencing the Receivables to reflect the sales thereof as contemplated herein and in the other Transaction Documents.

(d)  Prior Transactions.    Each of the transfers contemplated under the Receivables Sale and Contribution Agreement shall have been consummated and fully performed, and no default shall have occurred and then be continuing thereunder.

SECTION 6.2  Conditions Precedent to All Purchases and Reinvestments.    Each Incremental Purchase (other than pursuant to Section 13.1) and each Reinvestment shall be subject to the further conditions precedent that in the case of each such Incremental Purchase or Reinvestment: (a) the Servicer shall have delivered to the Agent on or prior to the date of such Incremental Purchase or Reinvestment, in form and substance reasonably satisfactory to the

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Agent, all Monthly Reports as and when due under Section 8.5 and, upon the Agent’s request, the Servicer shall have delivered to the Agent at least five (5) days prior to such Incremental Purchase or Reinvestment an Interim Monthly Report; (b) the Facility Termination Date shall not have occurred; (c) the Agent shall have received such other approvals, opinions or documents as it may reasonably request and (d) on the date of each such Incremental Purchase or Reinvestment, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by Seller that such statements are then true):

(i)  the representations and warranties set forth in Section 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such date;

(ii)  no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that constitutes an Amortization Event or Potential Amortization Event; and

(iii)  the Aggregate Capital does not exceed the Purchase Limit, the aggregate Purchaser Interests do not exceed 100% and in the case of an Incremental Purchase, the related Purchase Price does not exceed the Commitment Availability immediately prior to giving effect to such purchase.

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Agent or any Purchaser, occur automatically on each day that the Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Agent, which right may be exercised at any time on demand of the Agent, to rescind the related purchase and direct Seller to pay to the Agent for the benefit of the Purchasers an amount equal to the Collections that shall have been applied to the affected Reinvestment.

ARTICLE VII

COVENANTS

SECTION 7.1  Affirmative Covenants of Seller.    Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, Seller hereby covenants, as set forth below:

(a)  Financial Reporting.    Seller will maintain, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Agent:

(i)  Annual Reporting.    Within 90 days after the close of each of its respective fiscal years, Seller shall furnish to the Agent unaudited financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for such fiscal year

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certified in a manner acceptable to the Agent by an Authorized Officer of Seller.

(ii)  Quarterly Reporting.    Within 50 days after the close of the first three (3) quarterly periods of each of its fiscal years, a balance sheet of Seller as at the close of each such period and a statement of income for the period from the beginning of such fiscal year to the end of such quarter, all certified by an Authorized Officer of Seller.

(iii)  Compliance Certificates.    Together with the financial statements required hereunder, a Compliance Certificate in substantially the form of Exhibit V signed by an Authorized Officer of Seller and accompanied by the “Compliance Certificate” and “Offshore Base Rate Compliance Certificate” required to be delivered by CMI at such time under the terms of the Receivables Sale Agreement to which CMI is party, each dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv)  Copies of Notices.    Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication of any type or kind under or in connection with any Transaction Document from any Person other than the Agent, copies of the same.

(v)  Change in Credit and Collection Policy.    At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) if such proposed change or amendment would be reasonably likely to adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables, requesting the Agent’s consent thereto.

(vi)  Other Information.    Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of Seller, any Originator, JWP Investments, Inc. or any Affiliate of any such Person as the Agent may from time to time reasonably request in order to protect the interests of the Agent and the Purchasers under or as contemplated by this Agreement.

(b)  Notices.    Seller will notify the Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)  Amortization Events or Potential Amortization Events.    The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of Seller.

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(ii)  Judgment and Proceedings.    (1) The entry of any judgment or decree against Seller, (2) the entry of any judgment or decree against any Originator or JWP Investments, Inc., which is reasonably likely to create liability to such Person in excess of $10,000,000 in the aggregate for all such circumstances, (3) the institution of any litigation, arbitration proceeding or governmental proceeding against Seller or (4) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

(iii)  Material Adverse Effect.    The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect.

(iv)  Amortization Date.    The occurrence of the “Amortization Date” under and as defined in any Receivables Sale Agreement.

(c)  Compliance with Laws and Preservation of Corporate Existence.    Seller will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it is subject. Seller will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted.

(d)  Audits.    Seller will furnish to the Agent from time to time such information with respect to it and the Receivables as the Agent may reasonably request. Seller will, from time to time during regular business hours as requested by the Agent upon reasonable notice, permit the Agent, or its agents or representatives (and shall cause each Originator to permit the Agent or its agents or representatives), (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of such Person for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to such Person’s financial condition or the Receivables and the Related Security or any Person’s performance under any of the Transaction Documents or any Person’s performance under the Contracts and, in each case, with any of the officers or employees of Seller or the Servicer having knowledge of such matters. The extent to which Seller shall be liable in respect of costs and expenses incurred by the Agent in connection with the activities contemplated in this Section 7.1(d) shall be set forth in the Ancillary Costs Agreement.

(e)  Keeping and Marking of Records and Books.

(i)  Seller, individually and in its capacity as the Servicer, will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other

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information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the timely identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Seller will (and will cause each Originator to) give the Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)  Seller will (and will cause each Originator to) (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Purchaser Interests with a legend, acceptable to the Agent, describing the Purchaser Interests and (B) upon the request of the Agent (x) at any time, following the occurrence of an Amortization Event, at which the Agent is considering the termination of Seller as Servicer, mark each Contract with a legend describing the Purchaser Interests and (y) after the termination of Seller as Servicer or any Originator as sub-Servicer, deliver to the Agent all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f)  Compliance with Contracts and Credit and Collection Policy.    Seller, individually and in its capacity as Servicer, will (and will cause each Originator to) timely and fully (i) perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract.

(g)  Performance and Enforcement of each Receivables Sale Agreement.    Seller will, and will require each Originator and JWP Investments, Inc. to, perform each of their respective obligations and undertakings under and pursuant to each Receivables Sale Agreement and the Receivables Sale and Contribution Agreement, will purchase and acquire Receivables thereunder in strict compliance with the terms thereof and will, as vigorously as the Agent shall direct, enforce the rights and remedies accorded to Seller as against each Originator under each Receivables Sale Agreement and the Receivables Sale and Contribution Agreement. Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Agent and the Purchasers as assignees of Seller) under any Receivables Sale Agreement and the Receivables Sale and Contribution Agreement as the Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in any Receivables Sale Agreement or the Receivables Sale and Contribution Agreement.

(h)  Ownership.    Seller will (or will cause the applicable Originator to) take all necessary action to (i) vest legal and equitable title to the Receivables, the Related Security and the Collections purchased under any Receivables Sale Agreement or the Receivables Sale and Contribution Agreement irrevocably in Seller, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements or other similar

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instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Seller therein as the Agent may reasonably request), and (ii) establish and maintain, in favor of the Agent, for the benefit of the Purchasers, a valid and perfected first priority undivided percentage ownership interest (and/or a valid and perfected first priority security interest) in all Receivables, Related Security and Collections to the full extent contemplated herein, free and clear of any Adverse Claims other than Adverse Claims in favor of the Agent for the benefit of the Purchasers (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Agent’s (for the benefit of the Purchasers) interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the Agent for the benefit of the Purchasers as the Agent may reasonably request).

(i)  Purchasers’ Reliance.    Seller acknowledges that the Purchasers are entering into the transactions contemplated by this Agreement in reliance upon Seller’s identity as a legal entity that is separate from each Originator, JWP Investments, Inc. and each Affiliate and Subsidiary thereof other than Seller (each of the foregoing an “Originator Entity”). Therefore, from and after the date of execution and delivery of this Agreement, Seller shall take all reasonable steps, including, without limitation, all steps that the Agent or any Purchaser may from time to time reasonably request, to maintain Seller’s identity as a separate legal entity and to make it manifest to third parties that Seller is an entity with assets and liabilities distinct from those of each Originator Entity and not just a division of an Originator Entity. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller will:

(A)  conduct its own business in its own name and require that all full-time employees of Seller, if any, identify themselves as such and not as employees of any Originator Entity (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as Seller’s employees);

(B)  compensate all employees, consultants and agents (including audit and legal fees) directly, from Seller’s own funds, for services provided to Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of Seller is also an employee, consultant or agent of any Originator Entity, allocate the compensation of such employee, consultant or agent between Seller and such Originator Entity on a basis that reflects the services rendered to Seller and such Originator Entity;

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(C)  clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of any Originator Entity, Seller shall lease such office at a fair market rent;

(D)  have a separate telephone number, which will be answered only in its name and separate stationery, invoices and checks in its own name;

(E)  conduct all transactions with each Originator Entity (including, without limitation, any delegation of its obligations hereunder as Servicer) strictly on an arm’s-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between Seller and such Originator Entity on a basis reasonably related to actual use;

(F)  at all times have a Board of Directors consisting of not fewer than three members, at least one member of which is an Independent Director;

(G)  observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Seller, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director);

(H)  in addition to those books and records maintained as otherwise contemplated herein, maintain a set of Seller’s books and records separate from those of each Originator Entity and otherwise readily identifiable as its own assets rather than assets of any Originator Entity;

(I)  in addition to the preparation of its financial statements as otherwise contemplated herein, prepare for itself financial statements separately from those of each Originator Entity and insure that any consolidated financial statements of any Originator Entity that include Seller and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that Seller is a separate corporate entity and that its

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assets will be available first and foremost to satisfy the claims of the creditors of Seller;

(J)  except as herein specifically otherwise provided, maintain the funds or other assets of Seller separate from, and not commingled with, those of any Originator Entity or any Affiliate thereof and only maintain bank accounts or other depository accounts to which Seller alone is the account party, into which Seller alone makes deposits and from which Seller alone (or the Agent hereunder) has the power to make withdrawals;

(K)  pay all of Seller’s operating expenses from Seller’s own assets (except for certain payments by any Originator Entity or other Persons pursuant to allocation arrangements that comply with the requirements of this Section 7.1(i));

(L)  operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by the Transaction Documents; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (1) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (2) the incurrence of obligations under this Agreement, (3) the incurrence of obligations, as expressly contemplated in any Receivable Sale Agreement or the Receivables Sale and Contribution Agreement, to make payment to the applicable Originator or transferor thereunder for the purchase of Receivables from such Originator or transferor under such Receivables Sale Agreement or the Receivables Sale and Contribution Agreement, and (4) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by the Transaction Documents;

(M)  maintain its corporate charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, Section 7.1(i) of this Agreement;

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(N)  maintain the effectiveness of, and continue to perform under each Receivables Sale Agreement and maintain the effectiveness of the Performance Undertaking, such that it does not amend, restate, supplement, cancel, terminate or otherwise modify any Receivables Sale Agreement or the Performance Undertaking, or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under any Receivables Sale Agreement or the Performance Undertaking or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Agent;

(O)  maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary.

(P)  maintain at all times the Minimum Net Worth and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Minimum Net Worth to cease to be so maintained; and

(Q)  take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Altheimer & Gray, as counsel for Seller, in connection with the closing or initial Incremental Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times.

(j)  Collections.    Seller, individually and in its capacity as Servicer, will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. Seller, in its capacity as Servicer, will satisfy and duly perform all conditions and requirements set forth in Section 8.2. In the event any payments relating to Receivables are remitted directly to Seller or any Affiliate of Seller, Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, Seller will itself hold or, if applicable, will cause such payments to be

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held in trust for the exclusive benefit of the Agent and the Purchasers. Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Agent as contemplated by this Agreement.

(k)  Taxes.    Seller will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except those which are being contested in good faith by appropriate proceedings, provided that adequate reserves for such contested taxes have been established in accordance with GAAP and the relevant governmental authority shall not have commenced any enforcement proceedings seeking recourse against any assets of Seller in respect of such contested taxes. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Company, the Agent or any Financial Institution.

(l)  Insurance.    Seller will maintain in effect, or cause to be maintained in effect, at Seller’s own expense, such casualty and liability insurance as Seller shall deem appropriate in its good faith business judgment. The Agent, for the benefit of the Purchasers, shall be named as an additional insured with respect to all such liability insurance maintained by Seller. Seller will pay or cause to be paid, the premiums therefor and deliver to the Agent evidence satisfactory to the Agent of such insurance coverage. Copies of the insurance certificates for any such policies shall be furnished to the Agent and any Purchaser upon the Agent’s or such Purchaser’s request. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Seller’s obligations hereunder.

(m)  Payment to Originators and Transferors.    With respect to any Receivable purchased by Seller from any Originator or acquired from JWP Investments, Inc., such sale or acquisition shall be effected under, and in strict compliance with the terms of, the relevant Receivables Sale Agreement or the Receivables Sale and Contribution Agreement, as applicable, including, withoutlimitation, the terms relating to the amount and timing of payments to be made to the applicable Originator or JWP Investments, Inc. in respect of the purchase price for such Receivable.

SECTION 7.2    Negative Covenants of Seller.    Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, Seller hereby covenants, that:

(a)  Name Change, Offices and Records.    Seller will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Agent at least forty-five (45) days’ prior written notice thereof and (ii) delivered to the Agent all financing statements, instruments and other documents requested by the Agent in connection with such change or relocation.

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(b)  Change in Payment Instructions to Obligors.    Except as may be required by the Agent pursuant to Section 8.2(b), Seller will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that the Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)  Modifications to Contracts and Credit and Collection Policy.    Seller will not, and will not permit any Originator to, make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as provided in Section 8.2(c), the Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d)  Sales, Liens.    Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the Agent for the benefit of the Purchasers provided for herein), and Seller will defend the right, title and interest of the Agent and the Purchasers in, to and under any of the foregoing property, against all claims of third parties claiming through or under Seller or any Originator. Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, the sale, financing or lease of which gives rise to any Receivable.

(e)  Net Receivables Balance.    At no time prior to the Amortization Date shall Seller permit the Net Receivables Balance to be less than an amount equal to the sum of (i) the Aggregate Capital plus (ii) the Aggregate Reserves.

(f)  Receivables Sale Agreement Amortization Date Determination.    Seller will not designate the Amortization Date (as defined in each Receivables Sale Agreement) under any Receivables Sale Agreement, or send any written notice to any Originator in respect thereof, without the prior written consent of the Agent, except with respect to the occurrence of such Amortization Date arising pursuant to Section 5.1(d) of any Receivables Sale Agreement.

(g)  Restricted Junior Payments.    From and after the occurrence of any Amortization Event, Seller will not make any Restricted Junior Payment if, after giving effect thereto, Seller

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would fail to meet its obligations set forth in Section 7.2(e). Seller will not make any Restricted Junior Payment if such payment would cause an Amortization Event or a Potential Amortization Event to occur or exist.

(h)  Consolidations and Mergers.    Seller shall not merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), to or in favor of any Person, except as contemplated hereunder.

ARTICLE VIII

ADMINISTRATION AND COLLECTION

SECTION 8.1    Designation of Servicer.

(a)  The servicing, administration and collection of the Receivables shall be conducted by such Person (the “Servicer”) so designated from time to time in accordance with this Section 8.1. Seller is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms of this Agreement. The Agent may, at any time following an Amortization Event, designate as Servicer any Person to succeed Seller or any successor Servicer.

(b)  Seller may delegate, and Seller hereby advises the Purchasers and the Agent that it has delegated, to each of the Originators, as sub-Servicers of the Servicer, certain of its duties and responsibilities as Servicer hereunder in respect of the Receivables originated by such Originator. Without the prior written consent of the Agent and the Required Financial Institutions, Seller shall not be permitted to further delegate any of its duties or responsibilities as Servicer to any Person other than, with respect to certain Charged-Off Receivables, outside collection agencies in accordance with its customary practices. If at any time the Agent shall designate as Servicer any Person or Persons other than Seller, all duties and responsibilities theretofore delegated by Seller to any sub-Servicer (whether an Originator or any other Person) may, at the discretion of the Agent, be terminated forthwith on notice given by the Agent to Seller.

(c)  Notwithstanding the foregoing subsection (b), (i) Seller shall be and remain primarily liable to the Agent and the Purchasers for the full and prompt performance of all duties and responsibilities of the Servicer hereunder and (ii) the Agent and the Purchasers shall be entitled to deal exclusively with Seller in matters relating to the discharge by the Servicer of its duties and responsibilities hereunder. The Agent and the Purchasers shall not be required to give notice, demand or other communication to any Person other than Seller in order for communication to the Servicer and its sub-Servicers or other delegates with respect thereto to be accomplished. Seller, at all times that it is the Servicer, shall be responsible for providing any sub-Servicer or other delegate of the Servicer with any notice given to the Servicer under this Agreement.

SECTION 8.2  Duties of Servicer.    The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in

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accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy.

(a)  The Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Servicer shall effect a Collection Account Agreement substantially in the form of Exhibit VI with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Agent delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the Agent may request that the Servicer, and the Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Agent and, at all times thereafter, Seller and the Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. Agent shall provide Seller a copy of each Collection Notice at the time of, or promptly following, delivery of the same to a Collection Bank, provided, however that any failure to provide such copy shall not affect the validity or effectiveness of the Collection Notice.

(b)  The Servicer shall administer the Collections in accordance with the procedures described herein and in Article II. The Servicer shall set aside and hold in trust for the account of Seller and the Purchasers their respective shares of the Collections in accordance with Article II. The Servicer shall, upon the request of the Agent, segregate, in a manner acceptable to the Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Servicer or Seller prior to the remittance thereof in accordance with Article II. If the Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Servicer shall segregate and deposit with a bank designated by the Agent such allocable share of Collections of Receivables set aside for the Purchasers on the first Business Day following receipt by the Servicer of such Collections, duly endorsed or with duly executed instruments of transfer.

(c)  The Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Servicer determines to be appropriate to maximize Collections thereof; provided, however, that such extension or adjustment shall not alter the status of such Receivable as a Defaulted Receivable or Charged-Off Receivable or limit the rights of the Agent or the Purchasers under this Agreement. Notwithstanding anything to the contrary contained herein, after the occurrence and during the continuance of an Amortization Event, the Agent shall have the absolute and unlimited right to direct the Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security.

(d)  The Servicer shall hold in trust for Seller and the Purchasers all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are

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otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Agent, deliver or make available to the Agent all such Records at Servicer’s office, packaged in a form capable of being removed with dispatch from such office. The Servicer shall, as soon as practicable following receipt thereof turn over to Seller any cash collections or other cash proceeds received with respect to any obligations owing to Seller or any Originator which obligations do no constitute Receivables. The Servicer shall, from time to time at the request of any Purchaser, furnish to the Purchasers (promptly after any such request) a calculation of the amounts set aside for the Purchasers pursuant to Article II.

(e)  Any payment by an Obligor in respect of any indebtedness owed by it to any Originator or Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor.

SECTION 8.3  Collection Notices.    The Agent is authorized at any time following the occurrence and during the continuance of an Amortization Event, to date and to deliver to the Collection Banks the Collection Notices. Seller hereby transfers to the Agent for the benefit of the Purchasers, effective when the Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. Seller hereby authorizes the Agent, and agrees that the Agent shall be entitled to (i) endorse Seller’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Agent rather than Seller. Agent shall provide Seller a copy of each Collection Notice at the time of, or promptly following, delivery of the same to a Collection Bank, provided, however that any failure to provide such copy shall not affect the validity or effectiveness of the Collection Notice.

SECTION 8.4  Responsibilities of Seller.    Anything herein to the contrary notwithstanding, the exercise by the Agent and the Purchasers of their rights hereunder shall not release the Servicer, any Originator or Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Purchasers shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of Seller.

SECTION 8.5  Reports.    The Servicer shall prepare and forward to the Agent (i) on the nineteenth (19th) day of each month, or, if such day is not a Business Day, the next succeeding Business Day (the “Reporting Date”), and at such other times as the Agent shall request, a Monthly Report for the immediately previous Reporting Period and (ii) at such times as the Agent shall reasonably request, a listing by Obligor of all Receivables together with an aging of such Receivables.

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SECTION 8.6  Servicing Fees.    In consideration of Seller’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as Seller shall continue to perform as Servicer hereunder, Seller or the sub-Servicers shall be permitted to retain out of the Collections received during any Reporting Period, and to the extent of available funds as determined in accordance with Section 2.4, a fee (the “Servicing Fee”) on each Scheduled Settlement Date, in arrears for the immediately preceding Reporting Period (or portion thereof), equal to 0.22% of the average Outstanding Balance of the Receivables during such preceding Reporting Period (or portion thereof), as compensation for its servicing activities hereunder.

ARTICLE IX

AMORTIZATION EVENTS

SECTION 9.1  Amortization Events.    The occurrence of any one or more of the following events shall constitute an Amortization Event:

(a)  Any Seller Party shall fail (i) to make any payment or deposit required hereunder or under any other Transaction Document when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this subsection (a) and Section 2.6 of this Agreement) and such failure shall continue for five (5) consecutive Business Days.

(b)  Any representation, warranty, certification or statement made by any Seller Party in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event so long as Seller remains in compliance with Section 2.6.

(c)  Failure of Seller to pay any Indebtedness when due; or the default by Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(d)  (i) Any of Seller, any Originator or JWP Investments, Inc. shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or (ii) any proceeding shall be instituted by or against any of Seller, any Originator or JWP Investments, Inc. seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property; provided, that

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in the case of an involuntary proceeding instituted against any such Person, the Amortization Date shall not occur or be declared by reason of such event unless such proceeding remains undismissed for a period of 30 days after such proceeding is instituted or the affected Person at any time takes any action to consent to or acquiescence in the continuance of such proceeding; providedfurther that during such period, an Amortization Event shall exist and be continuing for purposes of Section 6.2 and otherwise hereunder; or (iii) any of Seller, any Originator or JWP Investments, Inc. shall take any corporate action to authorize any of the actions set forth in clauses (i) or (ii) above in this subsection (d).

(e)  Seller shall fail to comply with the terms of Section 2.6 hereof.

(f)  As at the end of any Reporting Period, any of the following shall occur, in each case as determined on the basis of the average of the applicable ratio for the last day of each of the three Reporting Periods then most recently ended:

(i)  the Delinquency Ratio shall exceed 5.25%, or

(ii)  the Loss-to-Liquidation Ratio shall exceed 5.25%, or

(iii)  in respect of any Reporting Period ending on or after June 29, 2001, the Dilution Ratio shall exceed a percentage equal to 125% of the highest average Dilution Ratio in respect of any prior period of three consecutive Reporting Periods, which prior period shall have commenced on or after October 31, 2000.

(g)  A Change of Control shall occur.

(h)  One or more final judgments for the payment of money shall be entered against Seller.

(i)  Any of the following shall occur: (i) any Originator or JWP Investments, Inc. shall fail to perform or observe any material term, covenant or agreement under the Receivables Sale and Contribution Agreement on its part to be performed or observed; (ii) any representation, warranty, certification or statement made by any Originator or JWP Investments, Inc. under or in connection with the Receivables Sale and Contribution Agreement shall prove to have been incorrect in any material respect when made or deemed made; (iii) any “Amortization Event” under and as defined in any Receivables Sale Agreement shall occur; (iv) the “Amortization Date” under and as defined in any Receivables Sale Agreement shall occur; or (v) any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or shall otherwise be incapable of transferring, Receivables to Seller under the Receivables Sale Agreement to which it is named as party.

(j)  This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of Seller, or a material number of Obligors shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Agent for the benefit of the Purchasers shall cease to have a valid and perfected first priority security

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interest in the Receivables, the Related Security and the Collections with respect thereto and the Collection Accounts.

(k)  CMI shall fail to perform or observe any term, covenant or agreement required to be performed by it under the Performance Undertaking, or the Performance Undertaking shall cease to be effective or to be the legally valid, binding and enforceable obligation of CMI, or CMI shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability.

(l)  As of the end of any fiscal quarter of CMI, any of the following shall occur, unless such Amortization Event shall have been waived by Bank One in its capacity as Agent hereunder (capitalized terms used below to have the meanings assigned in Annex A to Exhibit I):

(i)  The ratio of EBITDA to Interest Expense for the four consecutive fiscal quarters then ended shall be less than 3.0 to 1.0;

(ii)  The ratio of Funded Debt to Total Capitalization shall exceed 0.65 to 1.0; or

(iii)  The ratio of Funded Debt as of the end of such fiscal quarter to EBITDA for the four consecutive fiscal quarters then ended, shall exceed 3.5 to 1.0.

In the case of clause (iii) above, if Holdco, CMI or any of their respective Subsidiaries shall have made any Acquisitions of another Person (a “Target”) during any period in respect of which a calculation is being made under such clause, then such Target shall be deemed to have been acquired at the beginning of such period provided that the Agent shall have been provided with audited financial statements (or unaudited financial statements provided that the Agent has consented thereto) with respect to such Target for the two (2) fiscal years of such Target most recently ended and there shall be excluded from EBITDA of the Target the amount of any operating expenses actually incurred by such Target during such period that are reasonably expected to be eliminated following any such Acquisition and are approved by the Agent in its reasonable discretion. Such operating expenses may include, without limitation, excess compensation. All such exclusions shall be identified on a separate schedule delivered to the Agent with the financial statements described above. Notwithstanding the foregoing, prior to the date that is the earliest to occur of (i) the date the Five-Year Credit Agreement shall terminate in accordance with its terms, (ii) the date Bank One shall cease to be a party to the Five-Year Credit Agreement or (iii) the date the Agent hereunder shall fail to concur in any written amendment or waiver that shall have become effective under the Five-Year Credit Agreement (as distinguished from exercise of discretion on the part of the calculation agent under the Five-Year Credit Agreement which under the terms of the Five-Year Credit Agreement does not require the consent of any Bank thereunder) relating to the terms and provisions thereunder that correspond to any of the provisions of Section 9.1(l) above, any determination made in accordance with the terms of the Five-Year Credit Agreement in respect of the effect of any Acquisition on the calculations of Funded Debt

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and EBITDA shall be binding upon the Agent and the Purchasers for purposes of this Section 9.1(l).

SECTION 9.2  Remedies.    Upon the occurrence and during the continuation of an Amortization Event, the Agent may, or upon the direction of the Required Financial Institutions shall, take any of the following actions: (i) replace the Person then acting as Servicer or direct the Servicer to replace any Person acting as sub-Servicer, (ii) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by Seller; provided, however, that upon the occurrence of an Amortization Event described in Section 9.1(d)(ii) (except as contemplated in the proviso thereto), or of an actual or deemed entry of an order for relief with respect to Seller or any Originator under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by Seller, (iii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection Notices to the Collection Banks, and (v) notify Obligors of the Purchasers’ interest in the Receivables. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Agent and the Purchasers otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE X

INDEMNIFICATION

SECTION 10.1  Indemnities by The Seller and Servicer.    Without limiting any other rights that the Agent or any Purchaser may have hereunder or under applicable law, (A) Seller hereby agrees to indemnify (and pay upon demand to) the Agent and each Purchaser and their respective assigns, officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes, liabilities, out-of-pocket costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Agent or such Purchaser) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by a Purchaser of an interest in the Receivables, and (B) the Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Servicer’s activities as Servicer hereunder excluding, however, in all of the foregoing instances under the preceding clauses (A) and (B):

(x)  Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

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(y)  Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(z)  taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by the Purchasers of Purchaser Interests as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections;

(zz)  any Broken Funding Costs or Indemnified Amounts claimed by any Defaulting Financial Institution arising by reason of such Defaulting Financial Institution’s default hereunder;

provided, however, that nothing contained in this sentence shall limit the liability of Seller or Servicer or limit the recourse of the Purchasers to Seller or Servicer for amounts otherwise specifically provided to be paid by Seller or Servicer in any provision of this Agreement other than this Section 10.1. Without limiting the generality of the foregoing indemnification, Seller or Servicer shall indemnify the Agent and the Purchasers for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Seller or the Servicer) resulting from:

(i)  any representation or warranty made by Seller, the Servicer, any Originator or JWP Investments, Inc. (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(ii)  the failure by Seller, the Servicer, any Originator or JWP Investments, Inc. to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator or Seller to keep or perform any of its obligations, express or implied, with respect to any Contract or the failure of Seller or Servicer to comply with the Credit and Collection Policy in regard to any Receivable or the related Contract;

(iii)  any failure of Seller, the Servicer, any Originator or JWP Investments, Inc. to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(iv)  any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable;

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(v)  any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vi)  the commingling of Collections of Receivables at any time with other funds;

(vii)  any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of an Incremental Purchase or a Reinvestment, the ownership of the Purchaser Interests or any other investigation, litigation or proceeding relating to Seller, the Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(viii)  any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(ix)  any Amortization Event described in Section 9.1(d);

(x)  any failure of Seller to acquire and maintain legal and equitable title to, and ownership of any Receivable and the Related Security and Collections with respect thereto from each Originator, free and clear of any Adverse Claim (except as created by the Transaction Documents); or any failure of Seller to give reasonably equivalent value to each Originator under the relevant Receivables Sale Agreement in consideration of the transfer by such Originator of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action;

(xi)  any failure to vest and maintain vested in the Agent for the benefit of the Purchasers, or to transfer to the Agent for the benefit of the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of the Purchaser Interests contemplated hereunder) or security interest in the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xii)  any action or omission by Seller, Servicer, any Originator or JWP Investments, Inc. which reduces or impairs the rights of the Agent or the

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Purchasers with respect to any Receivable or the value of any such Receivable;

(xiii)  any attempt by any Person to void any Incremental Purchase or Reinvestment hereunder under statutory provisions or common law or equitable action; and

(xiv)  the failure of any Receivable included in the calculation of the Net Receivables Balance as an Eligible Receivable to be an Eligible Receivable at the time so included.

Any claim made by any Indemnified Party under this Section 10.1 shall be made in a written notice to Seller, which notice shall set forth in reasonable detail a description of the basis for such claim.

SECTION 10.2  Increased Cost and Reduced Return.    If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive having the force of law of any such authority, central bank or comparable agency (a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (iii) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source’s capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction.

SECTION 10.3  Other Costs and Expenses.    Seller shall pay to the Agent and Company on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of auditors periodically auditing the books, records and procedures of Seller and any Originator, reasonable fees and out-of-pocket expenses of legal counsel for Company and the Agent (which such counsel may be employees of Company or the Agent) with respect thereto and with respect to advising Company and the Agent as to their respective rights and remedies under this

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Agreement; provided that the liability of Seller in respect of the fees of legal counsel for Company and the Agent arising in connection with the preparation, execution, delivery and initial closing of this Agreement shall be limited in the manner set forth in the Ancillary Costs Agreement. Seller shall pay to the Agent on demand any and all costs and expenses of the Agent and the Purchasers, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event. Seller shall reimburse Company on demand for all other costs and expenses incurred by Company (“Other Costs”), including, without limitation, the cost of auditing Company’s books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for Company or any counsel for any shareholder of Company with respect to advising Company or such shareholder as to matters relating to Company’s operations. Any claim hereunder in respect of legal fees or other costs and expenses shall be made in a written notice to Seller, which notice shall be accompanied by the applicable invoice or similar description in reasonable detail of the applicable legal services rendered and the costs and expenses incurred.

SECTION 10.4  Allocations.    Company shall allocate the liability for Other Costs among Seller and other Persons with whom Company has entered into agreements to purchase interests in receivables (“Other Sellers”). If any Other Costs are attributable to Seller and not attributable to any Other Seller, Seller shall be solely liable for such Other Costs. However, if Other Costs are attributable to Other Sellers and not attributable to Seller, such Other Sellers shall be solely liable for such Other Costs. All allocations to be made pursuant to the foregoing provisions of this Article X shall be made by Company in its sole discretion and shall be binding on Seller and the Servicer.

ARTICLE XI

THE AGENT

SECTION 11.1  Authorization and Action.    Each Purchaser hereby designates and appoints Bank One to act as its agent hereunder and under each other Transaction Document, and authorizes the Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or responsibilities, except those expressly set forth herein or in any other Transaction Document, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Agent shall be read into this Agreement or any other Transaction Document or otherwise exist for the Agent. In performing its functions and duties hereunder and under the other Transaction Documents, the Agent shall act solely as agent for the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any Seller Party or any of such Seller Party’s successors or assigns, except as expressly provided herein. The Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law. The appointment and authority of the Agent hereunder shall terminate upon the indefeasible payment

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in full of all Aggregate Unpaids. Each Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements on behalf of such Purchaser (the terms of which shall be binding on such Purchaser).

SECTION 11.2  Delegation of Duties.    The Agent may execute any of its duties under this Agreement and each other Transaction Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected and maintained by it with reasonable care.

SECTION 11.3  Exculpatory Provisions.    Neither the Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any other Transaction Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by any Seller Party contained in this Agreement, any other Transaction Document or any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement, or any other Transaction Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement, or any other Transaction Document or any other document furnished in connection herewith or therewith, or for any failure of any Seller Party to perform its obligations hereunder or thereunder, or for the satisfaction of any condition specified in Article VI, or for the perfection, priority, condition, value or sufficiency of any collateral pledged in connection herewith. The Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement or any other Transaction Document, or to inspect the properties, books or records of the Seller Parties. The Agent shall not be deemed to have knowledge of any Amortization Event or Potential Amortization Event unless the Agent has received notice from Seller or a Purchaser.

SECTION 11.4 Reliance by Agent.    The Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to Seller), independent accountants and other experts reasonably selected and maintained by the Agent. The Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of Company or the Required Financial Institutions or all of the Purchasers, as applicable, as it deems appropriate and it shall first be indemnified to its satisfaction by the Purchasers, provided that unless and until the Agent shall have received such advice, the Agent may take or refrain from taking any action, as the Agent shall deem advisable and in the best interests of the Purchasers. The Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of Company or the Required Financial Institutions or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers.

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SECTION 11.5  Non-Reliance on Agent and Other Purchasers.    Each Purchaser expressly acknowledges that neither the Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including, without limitation, any review of the affairs of any Seller Party, shall be deemed to constitute any representation or warranty by the Agent. Each Purchaser represents and warrants to the Agent that it has and will, independently and without reliance upon the Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of Seller and made its own decision to enter into this Agreement, the other Transaction Documents and all other documents related hereto or thereto.

SECTION 11.6  Reimbursement and Indemnification.    The Financial Institutions agree to reimburse and indemnify the Agent and its officers, directors, employees, representatives and agents ratably according to their Pro Rata Shares, to the extent not paid or reimbursed by Seller or Servicer (i) for any amounts for which the Agent, acting in its capacity as Agent, is entitled to reimbursement by Seller or Servicer hereunder and (ii) for any other expenses incurred by the Agent, in its capacity as Agent and acting on behalf of the Purchasers, in connection with the administration and enforcement of this Agreement and the other Transaction Documents.

SECTION 11.7  Agent in its Individual Capacity.    The Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with Seller or any Affiliate of Seller as though the Agent were not the Agent hereunder. With respect to the acquisition of Purchaser Interests pursuant to this Agreement, the Agent shall have the same rights and powers under this Agreement in its individual capacity as any Purchaser and may exercise the same as though it were not the Agent, and the terms “Financial Institution,” “Purchaser,” “Financial Institutions” and “Purchasers” shall include the Agent in its individual capacity.

SECTION 11.8  Successor Agent.    The Agent may, upon thirty (30) days’ notice to Seller and the Purchasers, and the Agent will, upon the direction of all of the Purchasers (other than the Agent, in its individual capacity) resign as Agent. If the Agent shall resign, then the Required Financial Institutions during such thirty-day period shall appoint from among the Purchasers a successor agent. If for any reason no successor Agent is appointed by the Required Financial Institutions during such thirty-day period, then effective upon the termination of such thirty day period, the Purchasers shall perform all of the duties of the Agent hereunder and under the other Transaction Documents and Seller and the Servicer (as applicable) shall make all payments in respect of the Aggregate Unpaids directly to the applicable Purchasers and for all purposes shall deal directly with the Purchasers. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and the provisions of this Article XI and Article X shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while it was Agent under this Agreement and under the other Transaction Documents.

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ARTICLE XII

ASSIGNMENTS; PARTICIPATIONS

SECTION 12.1  Assignments.    Seller and each Financial Institution hereby agree and consent to the complete or partial assignment by Company of all or any portion of its rights under, interest in, title to and obligations under this Agreement (i) to the Financial Institutions pursuant to Section 13.1, (ii) to any other multi-seller commercial paper conduit in respect of which Bank One acts as administrative agent or in a similar capacity, or (iii) with the prior written consent of Seller, to any other Person, including, without limitation, any other multi-seller commercial paper conduit. Upon any such assignment, Company shall be released from its obligations so assigned. Further, Seller and each Financial Institution hereby agree that any assignee of Company of this Agreement or all or any of the Purchaser Interests of Company shall have all of the rights and benefits under this Agreement as if the term “Company” explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of Company hereunder. Neither Seller nor the Servicer shall have the right to assign its rights or obligations under this Agreement.

(a)  Any Financial Institution may at any time and from time to time assign to one or more Financial Persons (“Purchasing Financial Institutions”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement, substantially in the form set forth in Exhibit VII hereto (the “Assignment Agreement”) executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of Company shall be required prior to the effectiveness of any such assignment. The consent of Seller shall not be required in respect of any such assignment, provided that Seller shall have been given ten (10) Business Days’ prior written notice of such assignment in the case of any assignment other than an assignment by a Financial Institution to one of its Affiliates. Each assignee of a Financial Institution must (i) have a short-term debt rating of A-1 or better by Standard & Poor’s Ratings Group and P-1 by Moody’s Investor Service, Inc. and (ii) agree to deliver to the Agent, promptly following any request therefor by the Agent or Company, an enforceability opinion in form and substance satisfactory to the Agent and Company. Upon delivery of the executed Assignment Agreement to the Agent, such selling Financial Institution shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and shall have all the rights and obligations of a Financial Institution under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, the Purchasers or the Agent shall be required.

(b)  Each of the Financial Institutions agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by Standard & Poor’s Ratings Group and P-1 by Moody’s Investor Service, Inc. (an “Affected Financial Institution”), such Affected Financial Institution shall be obliged, at the request of Company or the Agent, to assign all of its rights and obligations hereunder to (x) another Financial Institution or (y) another funding entity nominated by the Agent and acceptable to Company, and willing to participate in this Agreement through the Facility Termination Date in the place of such Affected Financial Institution; provided that the Affected Financial Institution receives payment in full, pursuant to an Assignment Agreement, of an amount equal to

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such Financial Institution’s Pro Rata Share of the Aggregate Capital and Yield owing to the Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Purchaser Interests of the Financial Institutions.

SECTION 12.2  Participations.    Any Financial Institution may, in the ordinary course of its business at any time sell to one or more Financial Persons (each a “Participant”) participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions, its obligation to pay Company its Acquisition Amounts or any other interest of such Financial Institution hereunder. Notwithstanding any such sale by a Financial Institution of a participating interest to a Participant, such Financial Institution’s rights and obligations under this Agreement shall remain unchanged, such Financial Institution shall remain solely responsible for the performance of its obligations hereunder, and Seller, Company and the Agent shall continue to deal solely and directly with such Financial Institution in connection with such Financial Institution’s rights and obligations under this Agreement. Each Financial Institution agrees that any agreement between such Financial Institution and any such Participant in respect of such participating interest shall not restrict such Financial Institution’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 14.1(b)(i). The consent of Seller shall not be required in respect of any such sale of a participating interest, provided that (i) Seller shall have been given ten (10) Business Days’ prior written notice of such sale in the case of any Participant that is not an Affiliate of a Financial Institution and (ii) if, as of the date of such sale, upon giving effect to such sale, such sale would not give rise to any increased costs to Seller hereunder or to any obligation on the part of Seller to make any withholding in respect of any taxes in respect of payments to be made hereunder by Seller.

ARTICLE XIII

LIQUIDITY FACILITY

SECTION 13.1  Transfer to Financial Institutions.    Each Financial Institution hereby agrees, subject to Section 13.4, that immediately upon written notice from Company delivered on or prior to the Facility Termination Date, it shall acquire by assignment from Company, without recourse or warranty, its Pro Rata Share of one or more of the Purchaser Interests of Company as specified by Company. Each such assignment by Company shall be made pro rata among all of the Financial Institutions, except for pro rata assignments to one or more Terminating Financial Institutions pursuant to Section 13.6. Each such Financial Institution shall, no later than 1:00 p.m. (Chicago time) on the date of such assignment, pay in immediately available funds (unless another form of payment is otherwise agreed between Company and any Financial Institution) to the Agent at an account designated by the Agent, for the benefit of Company, its Acquisition Amount. Unless a Financial Institution has notified the Agent that it does not intend to pay its Acquisition Amount, the Agent may assume that such payment has been made and may, but shall not be obligated to, make the amount of such payment available to Company in reliance upon such assumption. Company hereby sells and assigns to the Agent for the ratable benefit of the Financial Institutions, and the Agent hereby purchases and assumes from Company, effective upon the receipt by Company of the Company

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Transfer Price, the Purchaser Interests of Company which are the subject of any transfer pursuant to this Article XIII.

SECTION 13.2  Transfer Price Reduction Yield.    If the Adjusted Funded Amount is included in the calculation of the Company Transfer Price for any Purchaser Interest, each Financial Institution agrees that the Agent shall pay to Company the Reduction Percentage of any Yield received by the Agent with respect to such Purchaser Interest.

SECTION 13.3  Payments to Company.    In consideration for the reduction of the Company Transfer Prices by the Company Transfer Price Reductions, effective only at such time as the aggregate amount of the Capital of the Purchaser Interests of the Financial Institutions equals the Company Residual, each Financial Institution hereby agrees that the Agent shall not distribute to the Financial Institutions and shall immediately remit to Company any Yield, Collections or other payments received by it to be applied pursuant to the terms hereof or otherwise to reduce the Capital of the Purchaser Interests of the Financial Institutions.

SECTION 13.4  Limitation on Commitment to Purchase from Company.    Notwithstanding anything to the contrary in this Agreement, no Financial Institution shall have any obligation to purchase any Purchaser Interest from Company, pursuant to Section 13.1 or otherwise, if:

(i)  Company shall have voluntarily commenced any proceeding or filed any petition under any bankruptcy, insolvency or similar law seeking the dissolution, liquidation or reorganization of Company or taken any corporate action for the purpose of effectuating any of the foregoing; or

(ii)  involuntary proceedings or an involuntary petition shall have been commenced or filed against Company by any Person under any bankruptcy, insolvency or similar law seeking the dissolution, liquidation or reorganization of Company and such proceeding or petition shall have not been dismissed.

SECTION 13.5  Defaulting Financial Institutions.    If one or more Financial Institutions defaults in its obligation to pay its Acquisition Amount pursuant to Section 13.1 (each such Financial Institution shall be called a “Defaulting Financial Institution” and the aggregate amount of such defaulted obligations being herein called the “Company Transfer Price Deficit”), then upon notice from the Agent, each Financial Institution other than the Defaulting Financial Institutions (a “Non-Defaulting Financial Institution”) shall promptly pay to the Agent, in immediately available funds, an amount equal to the lesser of (x) such Non-Defaulting Financial Institution’s proportionate share (based upon the relative Commitments of the Non-Defaulting Financial Institutions) of the Company Transfer Price Deficit and (y) the unused portion of such Non-Defaulting Financial Institution’s Commitment. A Defaulting Financial Institution shall forthwith upon demand pay to the Agent for the account of the Non-Defaulting Financial Institutions all amounts paid by each Non-Defaulting Financial Institution on behalf of such Defaulting Financial Institution, together with interest thereon, for each day from the date a payment was made by a Non-Defaulting Financial Institution until the date such Non-Defaulting Financial Institution has been paid such amounts in full, at a rate per annum equal to the Federal

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Funds Effective Rate plus two percent (2%). In addition, without prejudice to any other rights that Company may have under applicable law, each Defaulting Financial Institution shall pay to Company forthwith upon demand, the difference between such Defaulting Financial Institution’s unpaid Acquisition Amount and the amount paid with respect thereto by the Non-Defaulting Financial Institutions, together with interest thereon, for each day from the date of the Agent’s request for such Defaulting Financial Institution’s Acquisition Amount pursuant to Section 13.1 until the date the requisite amount is paid to Company in full, at a rate per annum equal to the Federal Funds Effective Rate plus two percent (2%).

ARTICLE XIV

MISCELLANEOUS

SECTION 14.1    Waivers and Amendments.

(a)  No failure or delay on the part of the Agent or any Purchaser in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)  No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this Section 14.1(b). Company, Seller and the Agent, at the direction of the Required Financial Institutions, may enter into written modifications or waivers of any provisions of this Agreement, provided, however, that no such modification or waiver shall:

(i)  without the consent of each affected Purchaser, (A) extend the Facility Termination Date or the date of any payment or deposit of Collections by Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to the Agent for the benefit of the Purchasers, (D) except pursuant to Article XII hereof, change the amount of the Capital of any Purchaser, any Financial Institution’s Pro Rata Share (except pursuant to Sections 13.1 or 13.5) or any Financial Institution’s Commitment, (E) amend, modify or waive any provision of the definition of Required Financial Institutions or this Section 14.1(b), (F) consent to or permit the assignment or transfer by Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Eligible Receivable,” “Loss Reserve,” or “Loss Percentage,” “Dilution Reserve,” “Dilution Ratio,” “Loss-to-Liquidation Ratio” or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or

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(ii)  without the written consent of the then Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Agent.

Notwithstanding the foregoing, (i) without the consent of the Financial Institutions, but with the consent of Seller, the Agent may amend this Agreement solely to add additional Persons as Financial Institutions hereunder and (ii) without the consent of the Financial Institutions, waivers or amendments of Section 9.1(l) may be made by the Agent and Seller. Any modification or waiver made in accordance with this Section 14.1 shall apply to each of the Purchasers equally and shall be binding upon Seller, the Purchasers and the Agent.

SECTION 14.2  Notices.    Except as provided in this Section 14.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective if given by telecopy, upon the receipt thereof, if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or if given by any other means, when received at the address specified in this Section 14.2. Seller hereby authorizes the Agent to effect purchases and Tranche Period and Discount Rate selections based on telephonic notices made by any Person whom the Agent in good faith believes to be acting on behalf of Seller. Seller agrees to deliver promptly to the Agent a written confirmation of each telephonic notice signed by an authorized officer of Seller; provided, however, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Agent, the records of the Agent shall govern absent manifest error.

SECTION 14.3  Ratable Payments.    If any Purchaser, whether by setoff or otherwise, has payment made to it with respect to any portion of the Aggregate Unpaids owing to such Purchaser (other than payments received pursuant to Section 10.2 or 10.3) in a greater proportion than that received by any other Purchaser entitled to receive a ratable share of such Aggregate Unpaids, such Purchaser agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of such Aggregate Unpaids held by the other Purchasers so that after such purchase each Purchaser will hold its ratable proportion of such Aggregate Unpaids; provided that if all or any portion of such excess amount is thereafter recovered from such Purchaser, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

SECTION 14.4    Protection of Ownership Interests of the Purchasers.

(a)  Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. At any time upon the occurrence of an Amortization Event and during the

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continuation thereof, the Agent may, or the Agent may direct Seller or the Servicer or may direct Servicer to direct any sub-Servicer to, notify the Obligors of Receivables, at Seller’s expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser’s request, withhold the identity of such Purchaser in any such notification.

(b)  If Seller or Servicer fails to perform any of its obligations hereunder, the Agent or any Purchaser may (but shall not be required to) perform, or cause performance of, such obligations, and the Agent’s or such Purchaser’s costs and expenses incurred in connection therewith shall be payable by Seller as provided in Section 10.3. Seller irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent, and appoints the Agent as its attorney-in-fact, to act on behalf of Seller (i) following a failure on the part of Seller to execute the financing statements referred to below on its own behalf, to execute on behalf of Seller as debtor and to file financing statements necessary or desirable in the Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of the Purchasers in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Purchasers in the Receivables. This appointment is coupled with an interest and is irrevocable.

SECTION 14.5    Confidentiality.

(a)  Seller, Servicer and each Purchaser shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Agent and Company and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Seller, Servicer and such Purchaser and its officers and employees may disclose such information to Seller’s, Servicer’s and such Purchaser’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b)  Each Purchaser and the Agent shall maintain and shall cause each of its employees and officers to maintain the confidentiality of nonpublic proprietary information with respect to Seller, the Servicer and any Originator and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein. Anything herein to the contrary notwithstanding, each of Seller and Servicer hereby consent to the disclosure of any nonpublic information with respect to it and any of the Originators (under authority granted by the Originators) (i) to the Agent, the Financial Institutions or Company by each other and (ii) by the Agent to any rating agency, or provider of a surety, guaranty or credit or liquidity enhancement to Company or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing. In

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addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). The Agent or the Purchasers may disclose any nonpublic information with respect to any of Seller or its Affiliates to any prospective assignee or participant of any of them or to any Commercial Paper dealer, with the prior written consent of CMI, provided that the Agent and the Purchasers may disclose any nonpublic information to any such Person, without the consent of Seller, any Originator or any other Person, if such information is presented on a portfolio basis, does not explicitly refer to Seller, its Affiliates or the Obligors, and does not disclose specific financial information in respect of any Originator.

SECTION 14.6  Bankruptcy Petition.    Seller, the Servicer, the Agent and each Financial Institution hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of Company it will not institute against, or join any other Person in instituting against, Company or any such entity any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

SECTION 14.7  Limitation of Liability.    Except with respect to any claim arising out of the willful misconduct or gross negligence of Company, the Agent or any Financial Institution, no claim may be made by any of Seller, Servicer or any other Person against Company, the Agent or any Financial Institution or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each of Seller and Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

SECTION 14.8  CHOICE OF LAW.    THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

SECTION 14.9  CONSENT TO JURISDICTION.    SELLER AND SERVICER HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSONS PURSUANT TO THIS AGREEMENT AND SELLER AND SERVICER HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST SELLER OR SERVICER IN THE COURTS OF ANY OTHER JURISDICTION. ANY

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JUDICIAL PROCEEDING BY SELLER OR SERVICER AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SELLER OR SERVICER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

SECTION 14.10  WAIVER OF JURY TRIAL.    EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

SECTION 14.11  Integration; Binding Effect; Termination of Agreement; Survival of Terms.

(a)  This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the date following the Facility Termination Date on which all of the Aggregate Unpaids shall have been reduced to zero, on which date this Agreement shall terminate; provided, however, that (i) the rights and remedies with respect to (A) any breach of any representation and warranty made by Seller pursuant to Article V, (B) the indemnification and payment provisions of Article X (other than as provided in clause (ii) below), shall be continuing and shall survive any termination of this Agreement until the date which occurs 367 days after the date this Agreement shall have terminated and (ii) the rights and remedies with respect to (A) Sections 14.5 and 14.6 and (B) the indemnification provisions of Section 10.1 relating to any event or circumstance of the type described in clause (iv), (vii), (ix) or (xiii) thereof shall be continuing and shall survive any termination of this Agreement.

SECTION 14.12  Counterparts; Severability; Section References.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

SECTION 14.13  Bank One Roles.    Each of the Financial Institutions acknowledges that Bank One acts, or may in the future act, (i) as administrative agent for Company or any Financial Institution, (ii) as issuing and paying agent for the Commercial Paper, (iii) to provide credit or liquidity enhancement for the timely payment for the Commercial Paper and (iv) to provide other services from time to time for Company, any Financial Institution, Seller, the Originators and Affiliates (collectively, the “Bank One Roles”). Without limiting the generality of this Section 14.13, each Financial Institution hereby acknowledges and consents to any and all Bank One Roles and agrees that in connection with any Bank One Role, Bank One may take, or refrain from taking, any action that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for Company, and the giving of notice to the Agent of a mandatory purchase pursuant to Section 13.1.

SECTION 14.14    Characterization.

(a)  It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of Seller or any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator.

(b)  In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

JWPR CORPORATION, as Seller and Servicer
By:	/s/    FRANCISCO SANCHEZ
	Name:  Francisco Sanchez Title:    Vice President
Address: JWPR Corporation c/o M&I Portfolio Services Inc 3993 Howard Hughes Parkway, Suite 100 Las Vegas, NV 89109

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FALCON ASSET SECURITIZATION CORPORATION
By:	/s/    RONALD J. ATKINS
	Authorized Signatory
Address:	c/o Bank One, NA (Main Office Chicago), as Agent Asset Backed Finance Suite IL1-0079, 1-19 1 Bank One Plaza Chicago, Illinois 60670-0079
FAX:	(312) 732-1844

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BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and as Agent
By:	/s/    RONALD J. ATKINS
	Name:
	Title:
Address:	Bank One, NA (Main Office Chicago) Asset Backed Finance Suite IL1-0596, 1-21 1 Bank One Plaza Chicago, Illinois 60670-0596
FAX:	(312) 732-4487

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EXHIBIT I

DEFINITIONS

As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Accrual Period” means each calendar month, provided that the initial Accrual Period hereunder means the period from (and including) the date of the initial purchase hereunder to (and including) the last day of the calendar month thereafter.

“Acquisition Amount” means, on the date of any purchase from Company of one or more Purchaser Interests pursuant to Section 13.1, with respect to each Financial Institution, the lesser of (i) such Financial Institution’s Pro Rata Share of the sum of (A) the lesser of (1) the Adjusted Liquidity Price of each such Purchaser Interest and (2) the Capital of each such Purchaser Interest and (B) all accrued and unpaid CP Costs for each such Purchaser Interest and (ii) such Financial Institution’s unused Commitment.

“Adjusted Funded Amount” means, in determining the Company Transfer Price for any Purchaser Interest, an amount equal to the Adjusted Liquidity Price of each such Purchaser Interest.

“Adjusted Liquidity Price” means an amount equal to:

RI [(i)DC + (ii) [NDR/1+(.50 x 8%)]]

where:

RI  =  the undivided percentage interest evidenced by such Purchaser Interest.

DC  =  the Deemed Collections 

NDR  =  the Outstanding Balance of all Receivables as to which any payment, or part thereof, has not remained unpaid for 61 days or more from the original due date for such payment.

Each of the foregoing shall be determined from the most recent Monthly Report received from the Servicer.

“Adverse Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties in favor of any other Person.

“Affected Financial Institution” has the meaning specified in Section 12.1(c).

Exh. I-1

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, membership interests, by contract, or otherwise. In the case of Seller and any Originator, the term “Affiliate”, shall include any Person that is a Subsidiary of Holdco, but shall not include any Person that directly or indirectly is in control of Holdco unless such Person is generally identified by CMI or Holdco as being a unit that is part of the “Commercial Markets Group” (as distinguished from the “Consumer Group”) of the Persons owned in whole or in part by members of the Johnson Family Group.

“Agent” has the meaning set forth in the preamble to this Agreement.

“Aggregate Capital” means, on any date of determination, the aggregate amount of Capital of all Purchaser Interests outstanding on such date.

“Aggregate Reduction” has the meaning specified in Section 1.3.

“Aggregate Reserves” means, on any date of determination, the sum of the Loss Reserve, the Yield Reserve, the Dilution Reserve and the Servicer Reserve.

“Aggregate Unpaids” means, at any time, an amount equal to the sum of all accrued and unpaid fees under the Fee Letter, CP Costs, Yield, Aggregate Capital and all other unpaid Obligations (whether due or accrued) at such time.

“Agreement” means this Receivables Purchase Agreement, as it may be amended or modified and in effect from time to time.

“Amortization Date” means the earliest to occur of (i) the Business Day specified by the Agent following a day on which any of the conditions precedent set forth in Section 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 9.1(d)(ii) (subject to the proviso therein with regard to involuntary proceedings), (iii) the Business Day specified in a written notice from the Agent following the occurrence of any other Amortization Event and (iv) the date which is 30 Business Days after the Agent’s receipt of written notice from Seller that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning specified in Article IX.

“Ancillary Costs Agreement” means that certain Agreement relating to audit and legal fees of even date herewith among the Agent, the Company and Seller, as the same may from time to time be amended, restated, supplemented or otherwise modified.

Exh. I-2

“Applicable Margin” means:

	Level I	Level II	Level III	Level IV	Level V	Level VI
Ratio of Funded Debt to EBITDA (as each term is defined in Annex A to Exhibit I)	Less than 1.25 to 1.0	Greater than or equal to 1.25 to 1.0 and less than 1.75 to 1.0	Greater than or equal to 1.75 to 1.0 and less than 2.25 to 1.0	Greater than or equal to 2.25 to 1.0 and less than 2.75 to 1.0	Greater than or equal to 2.75 to 1.0 and less than 3.25 to 1.0	Greater than or equal to 3.25 to 1.0
Applicable Margin for Offshore Base Rate	0.400%	0.500%	0.600%	0.700%	0.800%	1.025%

The Agent shall confirm the Applicable Margin based on the calculations set forth in Offshore Base Rate Compliance Certificates delivered under Section 7.1 from time to time, and shall notify Seller thereof. Each change in the Applicable Margin shall take effect on the date five (5) Business Days following the date on which CMI delivers the financial statements and Offshore Base Rate Compliance Certificates pursuant to Section 7.1. Until first determined as provided above, the Applicable Margin shall be determined by reference to Level IV. If CMI fails to deliver any Offshore Base Rate Compliance Certificate within five (5) days of the date required under Section 7.1, then the Applicable Margin shall be determined by reference to the pricing grid level one step higher than the then applicable pricing grid level (as set forth above). For each additional five (5) day period thereafter that CMI fails to deliver such Offshore Base Rate Compliance Certificate, the Applicable Margin shall increase after such five day period to the next pricing grid level (as set forth above), or if the Applicable Margin has reached the highest pricing grid level, it shall remain at such level, until such time as CMI delivers such Offshore Base Rate Compliance Certificate. Notwithstanding the foregoing, prior to the date that is the earliest to occur of (i) the date the Five-Year Credit Agreement shall terminate in accordance with its terms, (ii) the date Bank One shall cease to be a party to the Five-Year Credit Agreement or (iii) the date the Agent hereunder shall fail to concur in any written amendment or waiver that shall have become effective under the Five-Year Credit Agreement (as distinguished from exercise of discretion on the part of the calculation agent under the Five-Year Credit Agreement which under the terms of the Five-Year Credit Agreement does not require the consent of any Bank thereunder) relating to the terms and provisions thereunder that correspond to any of the provisions of Section 9.1(l) herein, any determination made in accordance with the terms of the Five-Year Credit Agreement in respect of the calculation of the ratio of Funded Debt to EBITDA at any time shall be binding upon the Purchasers for purposes of the calculation of the Applicable Margin hereunder at such time.

“Assignment Agreement” has the meaning set forth in Section 12.1(b).

Exh. I-3

“Associate” means (i) any relative or spouse of a shareholder of Holdco or any relative of such spouse; (ii) any trust or estate in which a shareholder of Holdco or any of the persons specified in clause (i) collectively own a substantial beneficial interest or of which any of such persons serve as trustee, executor or in any similar fiduciary capacity; and (iii) any corporation or other organization (other than Holdco or a Subsidiary of Holdco) in which a shareholder of Holdco or any of the persons specified in clause (i) or (ii) are the beneficial owners collectively of 51% or more of the capital stock or 51% or more of the equity interest.

“Authorized Officer” means, with respect to any Person, its president, any vice president, corporate controller, treasurer or chief financial officer.

“Bank One” means Bank One, NA (Main Office Chicago) in its individual capacity and its successors.

“Broken Funding Costs” means for any Purchaser Interest which: (i) has its Capital reduced without compliance by Seller with the notice requirements hereunder or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned under Article XIII or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Tranche Periods or the tranche periods for Commercial Paper determined by the Agent to relate to such Purchaser Interest (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of clause (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Capital of such Purchaser Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (x) to the extent all or a portion of such Capital is allocated to another Purchaser Interest, the amount of CP Costs or Yield actually accrued during the remainder of such period on such Capital for the new Purchaser Interest, and (y) to the extent such Capital is not allocated to another Purchaser Interest, the income, if any, actually received during the remainder of such period by the holder of such Purchaser Interest from investing the portion of such Capital not so allocated. In the event that the amount referred to in clause (B) exceeds the amount referred to in clause (A), the relevant Purchaser or Purchasers agree to pay to Seller the amount of such excess. All Broken Funding Costs shall be due and payable hereunder upon demand.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market.

“Capital” of any Purchaser Interest means, at any time, (A) the Purchase Price of such Purchaser Interest, minus (B) the sum of the aggregate amount of Collections and other payments received by the Agent which in each case are applied to reduce such Capital in accordance with the terms and conditions of this Agreement; provided that such Capital shall be restored (in accordance with Section 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason.

Exh. I-4

“Change of Control” means any of the following: (i) the Johnson Family Group, together with Employee Shareholders, shall fail to own, directly or indirectly, with full power to vote or to direct the voting of more than 50% of the voting stock of Holdco (the “Parent”), (ii) the Parent shall at any time cease to own, directly or indirectly, all of the issued and outstanding capital stock of CMI (except for one (1) share); or (iii) a majority of the board of directors of Holdco (the “Board”) shall cease for any reason to consist of (A) individuals who were serving as directors of Holdco as of the date of this Agreement, and (B) individuals who subsequently become members of the Board if such individuals’ nomination for election or election to the Board is recommended or approved by a majority of the Board or the Johnson Family Group; or (iv) a default or the happening of any event shall occur under any charter, indenture, agreement or other instrument in connection with which any preferred stock of Holdco may be issued, and as a result of such default or event the holders of such preferred stock shall designate or elect members of the Board; or (v) CMI shall at any time cease to own, directly or indirectly, all of the issued and outstanding capital stock of each of the Originators, JWP Investments, Inc. and Seller; provided that the event described in clause (v) hereof shall not constitute a “Change of Control” hereunder if such event relates to the ownership of an Originator and, at or prior to the time of such event, CMI or the applicable Originator shall have repurchased all of the then outstanding Receivables that shall have been originated by such Originator.

“Charged-Off Receivable” means a Receivable: (i) as to which the Obligor thereof has taken any action, or suffered any event to occur, of the type described in Section 9.1(d) (as if references to the parties therein refer to such Obligor); (ii) as to which the Obligor thereof, if a natural person, is deceased, (iii) which, consistent with the Credit and Collection Policy, would be written off Seller’s books as uncollectible, (iv) which has been identified by Seller as uncollectible.

“CMI” means S.C. Johnson Commercial Markets, Inc., a Delaware corporation, and its successors.

“Collection Account” means each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on Exhibit IV.

“Collection Account Agreement” means an agreement substantially in the form of Exhibit VI among any Originator, Seller, the Agent and a Collection Bank.

“Collection Bank” means, at any time, any of the banks holding one or more Collection Accounts.

“Collection Notice” means a notice, in substantially the form of Annex A to Exhibit VI, from the Agent to a Collection Bank.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all yield, Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable.

Exh. I-5

“Commercial Paper” means promissory notes of Company issued by Company in the commercial paper market.

“Commitment” means, for each Financial Institution, the commitment of such Financial Institution to purchase Purchaser Interests from (i) Seller and (ii) Company, in an amount not to exceed (i) in the aggregate, the amount set forth opposite such Financial Institution’s name on Schedule A to this Agreement, as such amount may be modified in accordance with the terms hereof (including, without limitation, any termination of Commitments pursuant to Section 13.6 hereof) and (ii) with respect to any individual purchase hereunder, its Pro Rata Share of the Purchase Price therefor.

“Commitment Availability” means at any time the positive difference (if any) between (a) an amount equal to the aggregate amount of the Commitments divided by 1.02 minus (b) the Aggregate Capital at such time.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Residual” means the sum of the Company Transfer Price Reductions.

“Company Transfer Price” means, with respect to the assignment by Company of one or more Purchaser Interests to the Agent for the benefit of one or more of the Financial Institutions pursuant to Section 13.1, the sum of (i) the lesser of (a) the Capital of each such Purchaser Interest and (b) the Adjusted Funded Amount of each such Purchaser Interest and (ii) all accrued and unpaid CP Costs for each such Purchaser Interest.

“Company Transfer Price Deficit” has the meaning set forth in Section 13.5.

“Company Transfer Price Reduction” means in connection with the assignment of a Purchaser Interest by Company to the Agent for the benefit of the Financial Institutions, the positive difference (if any) between (i) the Capital of such Purchaser Interest and (ii) the Adjusted Funded Amount for such Purchaser Interest.

“Concentration Limit” means, at any time, for any Obligor, an amount equal to (i) a percentage equal to 1/3 of the Loss Percentage at such time, multiplied by (ii) the aggregate Outstanding Balance of all Eligible Receivables at such time, or such other amount (a “Special Concentration Limit”) for such Obligor designated by the Agent; provided, that in the case of an Obligor and any Affiliate of such Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliate are one Obligor; and provided, further, that the Agent may, upon not less than three Business Days’ notice to Seller, cancel any Special Concentration Limit. Subject to the foregoing, the following Obligors shall each have a Special Concentration Limit equal at any time to; for each of XpedX, Paragon and Sherwin Williams, (x) a percentage equal to 1/2 of the Loss Percentage at such time multiplied by (y) the Outstanding Balance of all Eligible Receivables at such time; and for Wal-Mart, (x) a percentage equal to the Loss Percentage at such time multiplied by (y) the Outstanding Balance of all Eligible Receivables at such time:

Exh. I-6

Obligor	Rated Entity
Xpedx Corp.	International Paper Corp.
Paragon Pest Control Products	Service Master
Sherwin Williams Corp.	Sherwin Williams Corp.
Wal-Mart Stores, Inc.	Wal-Mart Stores, Inc.

provided in any such case that if the Rated Entity in respect of any such Obligor shall at any time cease to maintain a rating on its long-term unsecured indebtedness of BBB or better, as publicly announced by Standard & Poor’s Ratings Group, the Special Concentration Limit in respect of such Obligor shall thereupon cease to be in effect.

“Contingent Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, continently agrees to purchase or provide funds for the payment of, or otherwise becomes or is continently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit.

“Contract” means, with respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable.

“CP Costs” means, for each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper on such day, plus (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of Broken Funding Costs related to the prepayment of any Purchaser Interest of Company pursuant to the terms of any receivable purchase facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if Seller shall request any Incremental Purchase during any period of time determined by the Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Incremental Purchase, the Capital associated with any such Incremental Purchase shall, during such period, be deemed to be funded by Company in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such Capital.

Exh. I-7

“Credit Agreement” means the Five-Year Credit Agreement dated as of November 5, 1999, among CMI, as Borrower, Bank of America, as Administrative Agent, Bank One, NA, as Documentation Agent, Citibank, N.A., as Syndication Agent, Banc of America Securities LLC, as Sole Lead Arranger and Book Manager, Banc One Capital Markets, Inc., as Co-Arranger, Salomon Smith Barney Inc., as Co-Arranger and the other financial institutions from time to time party thereto.

“Credit and Collection Policy” means Seller’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit VIII hereto, as modified from time to time in accordance with this Agreement.

“Deemed Collections” means the aggregate of all amounts Seller shall have been deemed to have received as a Collection of a Receivable. Seller shall be deemed to have received a Collection of a Receivable if at any time (i) the Outstanding Balance of any such Receivable is either (x) reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Seller (other than cash Collections on account of the Receivables) or (y) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), in which case the deemed Collection shall be in the amount of the applicable reduction, discount, adjustment or cancellation in the affected Receivable or (ii) any of the representations or warranties in Article V are no longer true with respect to any Receivable in which case the deemed Collection shall be an amount equal to the Outstanding Balance of such Receivable.

“Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the Prime Rate.

“Default Ratio” means a ratio, calculated in reference to any Reporting Period, (a) the numerator of which is the sum of (i) the increase, if any, in the aggregate Outstanding Balance of Defaulted Receivables as at the end of such Reporting Period over the aggregate Outstanding Balance of Defaulted Receivables as at the end of the immediately preceding Reporting Period and (ii) without duplication, the aggregate Outstanding Balance of Receivables which became Charged-Off Receivables during such Reporting Period, and (b) the denominator of which is an amount equal to the aggregate sales of the Originators in the third immediately preceding Reporting Period.

“Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for not less than 61 days from the original due date for such payment.

“Defaulting Financial Institution” has the meaning set forth in Section 13.5.

“Delinquency Ratio” means, at any time, a percentage equal to (i) the aggregate Outstanding Balance at such time of all Receivables as to which any payment, or part thereof, remains unpaid for 31 days or more from the original due date for such payment divided by (ii) the aggregate Outstanding Balance of all Receivables at such time.

“Designated Obligor” means an Obligor indicated by the Agent to Seller in writing.

Exh. I-8

“Dilution Factor” means, for any Reporting Period, an amount (expressed as a percentage) equal to:

[	(2.0 x ED)      +	[	DS(DS-ED)	]	]
			ED

where:

ED  =  as of such Reporting Period, the twelve Reporting Period rolling average of the Dilution Ratio.

DS  =  for the twelve prior Reporting Periods, including such Reporting Period, the highest Dilution Ratio.

“Dilution Horizon Ratio” means, at any time, (i) the aggregate gross sales of Originators for the then most recently ended Reporting Period divided by (ii) the aggregate Outstanding Balance of all Eligible Receivables less (x) the rebate accrual account for JPI and WHITMIRE and (y) unassigned cash, as of the last Business Day of the then most recently ended Reporting Period.

“Dilution Ratio” means, for any Reporting Period, a percentage equal to (i) the aggregate amount of Dilutions which occurred during such Reporting Period divided by (ii) the aggregate gross sales of the Originators during the immediately preceding Reporting Period.

“Dilution Reserve” means, on any date, an amount equal to the product of (a) the Net Receivables Balance as of the close of business on such date, times (b) the Dilution Factor multiplied by the Dilution Horizon Ratio.

“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in clause (i) of the definition of “Deemed Collections”.

“Discount Rate” means, the LIBO Rate or the Prime Rate, as applicable, with respect to each Purchaser Interest of the Financial Institutions.

“Eligible Receivable” means, at any time, a Receivable:

(i)  the Obligor of which (a) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States; (b) is not an Affiliate of any of the parties hereto; (c) is not a Designated Obligor; and (d) is not a government or a governmental subdivision or agency,

(ii)  the Obligor of which is not the Obligor of any Charged-Off Receivable,

Exh. I-9

(iii)  the Obligor of which is not the Obligor of Defaulted Receivables having a aggregate Outstanding Balance in excess of 30% of the aggregate Outstanding Balance of all Receivables of such Obligor,

(iv)  which is not a Charged-Off Receivable or a Defaulted Receivable,

(v)  which by its terms is due and payable within 60 days of the original billing date therefor and has not had its payment terms extended; provided that in the case of any Receivable that but for this clause (iv) would constitute an Eligible Receivable, such Receivable may nonetheless constitute an Eligible Receivable if and so long as (A) by its terms such Receivable is due and payable within 90 days of the original billing date therefor and has not had its payment terms extended, and (B) the aggregate Outstanding Balance of such Receivable and all other Receivables that shall constitute Eligible Receivables by reason of this proviso does not at any time exceed 6% of the Outstanding Balance of all Eligible Receivables,

(vi)  which is an “account” within the meaning of Section 9-106 of the UCC of all applicable jurisdictions,

(vii)  which is denominated and payable only in United States dollars in the United States,

(viii)  which arises under a Contract in substantially the form of one of the form contracts set forth on Exhibit IX hereto or otherwise approved by the Agent in writing, which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no offset, counterclaim or other defense,

(ix)  which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale or assignment of the rights and duties of any Originator or any of its assignees under such Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of any Purchaser to exercise its rights under this Agreement, including, without limitation, its right to review the Contract,

(x)  which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator,

(xi)  which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation,

Exh. I-10

(xii)  which satisfies all applicable requirements of the Credit and Collection Policy,

(xiii)  which was generated in the ordinary course of an Originator’s business,

(xiv)  which arises solely from the sale of goods or the provision of services to the related Obligor by an Originator, and not by any other Person (in whole or in part),

(xv)  as to which the Agent has not notified Seller that the Agent has determined that such Receivable is not acceptable as an Eligible Receivable, including, without limitation, because such Receivable arises under a Contract that is not acceptable to the Agent, it being understood that (A) any such determination by the Agent shall be made in the reasonable judgment of the Agent based upon the creditworthiness of the related Obligor or Obligors, guidelines or restrictions imposed by any governmental authority or rating agency, or similar factors, and (B) in the event the Agent shall have reached any such determination based upon information that is considered by the Agent in its sole discretion to be confidential or proprietary, the Agent shall have no obligation to disclose to the Seller or to any other Person the basis for such determination,

(xvi)  which is not subject to any right of rescission, set-off, counterclaim, any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim (except as created by the Transaction Documents), and the Obligor thereon holds no right as against any Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable; provided that a Receivable in respect of which a sale discount shall apply pursuant to the applicable Contract or in respect of which defective goods have been returned in accordance with the terms of the applicable Contract may constitute an Eligible Receivable, (A) in the case of any such event having occurred prior to the purchase of such Receivable hereunder, to the extent of the net Outstanding Balance of such Receivable after giving effect to such sale discount or return of goods and (B) in the case of any such event occurring on or after the date of the purchase of such Receivable hereunder, (x) after receipt by the Servicer of the Deemed Collection arising from such event and (y) then to the extent of the net Outstanding Balance of such Receivable after giving effect to such sale discount or return of goods,

(xvii)  as to which each applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor, and

Exh. I-11

(xviii)  all right, title and interest to and in which has been validly transferred by the applicable Originator directly to Seller under and in accordance with the relevant Receivables Sale Agreement (or indirectly to Seller under and in accordance with the Receivables Sale and Contribution Agreement), and Seller has good and marketable title thereto free and clear of any Adverse Claim (except as created by the Transaction Documents).

“Employee Shareholders” means any officer, director or employee of Holdco or any Affiliate of Holdco, CMI, their respective Subsidiaries or Associates holding voting stock of Holdco subject to a mandatory obligation to tender to Holdco while so held.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Facility Account” means Seller’s Account No.1000231372 at Johnson Bank, Racine, Wisconsin.

“Facility Termination Date” means the earliest of (i) March 1, 2005 and (ii) the Amortization Date.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as amended and any successor statute thereto.

“Federal Funds Effective Rate” means, for any period, a fluctuating interest rate per annum for each day during such period equal to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:30 a.m. (Chicago time) for such day on such transactions received by the Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means that certain letter agreement dated as of the date hereof among Seller, each Originator and the Agent, as it may be amended or modified and in effect from time to time.

“Finance Charges” means, with respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract.

“Financial Institutions” has the meaning set forth in the preamble in this Agreement.

“Financial Person” means a bank, commercial finance company, mutual fund, insurance company or other similar Person the primary business of which is not, to the knowledge of the Agent, in competition with any of the material operating businesses of the Originators.

“Funding Agreement” means this Agreement and any agreement or instrument executed by any Funding Source with or for the benefit of Company.

Exh. I-12

“Funding Source” means (i) any Financial Institution or (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to Company.

“GAAP” means generally accepted accounting principles in effect in the United States of America as of the date of this Agreement.

“Holdco” shall mean Commercial Markets Holdco, Inc., a Wisconsin corporation, and the owner of 100% (except for 1 share) of the issued and outstanding capital stock of CMI as of the date hereof.

“Incremental Purchase” means a purchase of one or more Purchaser Interests which increases the total outstanding Aggregate Capital hereunder.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on customary terms); (c) all non-contingent reimbursement or payment obligations with respect to surety instruments or guarantees; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, in either case, with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property); (f) all capitalized lease obligations; (g) all Indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any liens upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; (h) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) above. For all purposes of this Agreement, the Indebtedness of any Person shall include the applicable pro rata portion of all recourse Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer. In addition, for the purposes of this Agreement, the consolidated Indebtedness of Holdco, CMI, and their respective Subsidiaries shall be considered without duplication. For example, a guaranty made by CMI of the Indebtedness of one of its Subsidiaries shall not add any Indebtedness to the calculation of consolidated Indebtedness, as the Subsidiary’s Indebtedness already would have been included in such calculation.

“Independent Director” shall mean a member of the Board of Directors of Seller who is not at such time, and has not been at any time during the preceding five (5) years, (A) a director, officer, employee or affiliate of Seller, any Originator, or any of their respective Subsidiaries or Affiliates, or (B) the beneficial owner (at the time of such individual’s appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common shares of Seller, any Originator, or any of their respective Subsidiaries or Affiliates, having general voting rights.

Exh. I-13

“Interim Monthly Report” means, at any time, a report prepared by Seller or Servicer setting forth such information in respect of the Receivables as the Agent may reasonably request, as of any date the Agent shall request, including the Outstanding Balance of all Receivables as of such date, the agings of such Receivables and such other information that is of a type generally set forth in a Monthly Report and that Seller and Servicer are then reasonably capable of reporting for such date.

“Johnson Family Group” means the descendants of Herbert Fisk Johnson, father of Herbert Fisk Johnson, Jr. and Henrietta Johnson Louis, and their spouses or any trust for their exclusive benefit or under which such descendants or spouses exercise voting control or any corporation or partnership in which voting control as to such entity is held by any one or more of such descendants or spouses or by a trust for the exclusive benefit of such descendants or spouses or by a trust which is controlled by such descendants or spouses or the executor or administrator of the estate of or other legal representative of any such descendant or spouse.

“JPI” means Johnson Polymer, Inc., a Wisconsin corporation and its successors.

“LIBO Rate” means, in respect of any Tranche Period, the rate per annum equal to the sum of (i) the Offshore Base Rate for such Tranche Period plus (ii) the Applicable Margin in effect at such time.

“Lock-Box” means each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on Exhibit IV.

“Loss Percentage” means, at any time, the greater of (i) two (2) times the Loss Ratio times the Loss Horizon Ratio and (ii) 8%.

“Loss Ratio” means, as of any date, the highest average Default Ratio in respect of a period of three consecutive Reporting Periods, determined in reference to, and as of the last day of each of, the twelve Reporting Periods then most recently ended.

“Loss Horizon Ratio” means, as of the last day of any Reporting Period, a ratio (a) the numerator of which is an amount equal to the aggregate sales for the period of three Reporting Periods ending such date and (b) the denominator of which is the Outstanding Balance of Eligible Receivables as of such last day.

“Loss Reserve” means, on any date, an amount equal to the Loss Percentage multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date.

“Loss-to-Liquidation Ratio” means, as at the last day of any Reporting Period, a percentage equal to (i) the sum of the amount of Charged-Off Receivables which became Charged-Off Receivables during such period, plus the aggregate positive net change for such Reporting Period in the amount of Receivables which are unpaid not less than 31 days and not more than 60 days from the original due date for such payment divided by (ii) the aggregate amount of Collections during such period.

Exh. I-14

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of Seller, any Originator or JWP Investments, Inc., (ii) the ability of Seller, any Originator or JWP Investments, Inc. to perform its obligations under any Transaction Document, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Minimum Net Worth” means at any time shareholders equity in an amount not less than 3% of the aggregate Capital at such time.

“Monthly Report” means a report, in substantially the form of Exhibit X hereto (appropriately completed), furnished by the Servicer to the Agent pursuant to Section 8.5.

“Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor.

“Non-Defaulting Financial Institution” has the meaning set forth in Section 13.5.

“Non-Renewing Financial Institution” has the meaning set forth in Section 13.6(a).

“Obligations” shall have the meaning set forth in Section 2.1.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“Offshore Base Rate” means, for any Tranche Period:

(a)  the rate per annum (carried out to the fifth decimal place) equal to the offered rate that appears on the page of the Telerate Screen that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. Dollars (for delivery on the first day of such Tranche Period) with a term equivalent to such Tranche Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period, or

(b)  in the event the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum (carried out to the fifth decimal place) equal to the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in U.S. Dollars (for delivery on the first day of such Tranche Period) with a term equivalent to such Tranche Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period, or

(c)  in the event the rates referenced in the preceding subsections (a) and (b) are not available, the average of the rate per annum at which deposits in U.S. Dollars (for delivery on the first day of such Tranche Period) in same day funds in the approximate amount of the amount to be funded at the Offshore Base Rate and with a term equivalent

Exh. I-15

to such Tranche Period would be offered by Bank One to major banks in the offshore eurocurrency market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period.

“Originator” means each of JPI, CMI, USCHEM or WHITMIRE, in its capacity as seller under the respective Receivables Sale Agreement between such Person and Seller, as buyer.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“Participant” has the meaning set forth in Section 12.2.

“Performance Undertaking” means that certain Performance Undertaking, dated as of March 2, 2001, made by CMI in favor of Seller, substantially in the form of Exhibit XI, as the same may be amended, restated or otherwise modified from time to time.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Pooled Commercial Paper” means Commercial Paper notes of Company subject to any particular pooling arrangement by Company, but excluding Commercial Paper issued by Company for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by Company. During the period that Commercial Paper notes of Company shall be rated A-1 by Standard & Poor’s Ratings Group and P-1 by Moody’s Investor Services, Inc., the CP Costs hereunder shall be calculated in reference to such Commercial Paper notes.

“Potential Amortization Event” means an event which, with the passage of time or the giving of notice, or both, would constitute an Amortization Event.

“Prime Rate” means, at any time, the rate per annum then most recently published in the Wall Street Journal as the ‘Prime Rate’ or, if such information is no longer available or delayed for any reason, “Prime Rate” shall mean a rate per annum equal to the corporate base rate, prime rate or base rate of interest, as applicable, announced by Bank One or Bank One Corporation from time to time, changing when and as such rate changes.

“Proposed Reduction Date” has the meaning set forth in Section 1.3.

“Pro Rata Share” means, for each Financial Institution, a percentage equal to (i) the Commitment of such Financial Institution, divided by (ii) the aggregate amount of all Commitments of all Financial Institutions hereunder, adjusted as necessary to give effect to the application of the terms of Sections 13.5 or 13.6.

“Purchase Limit” means $55,000,000, as such amount may be reduced pursuant to Section 1.1(b) and as such amount may be increased by mutual agreement of all parties hereto.

“Purchase Notice” has the meaning set forth in Section 1.2.

Exh. I-16

“Purchase Price” means, with respect to any Incremental Purchase of a Purchaser Interest, the amount paid to Seller for such Purchaser Interest which shall not exceed the least of the amount requested by Seller in the applicable Purchase Notice, the unused portion of the Purchase Limit on the applicable purchase date and the excess, if any, of the Net Receivables Balance (less the Aggregate Reserves) on the applicable purchase date over the aggregate outstanding amount of Aggregate Capital determined as of the date of the most recent Monthly Report, taking into account such proposed Incremental Purchase.

“Purchasers” means Company and each Financial Institution.

“Purchaser Interest” means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal:

C

NRB—AR

where:

C  =  the Capital of such Purchaser Interest.

AR  =  the Aggregate Reserves.

NRB  =  the Net Receivables Balance.

Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.

“Purchasing Financial Institution” has the meaning set forth in Section 12.1(b).

“Receivable” means all indebtedness and other obligations owed to Seller or to any Originator (at the time it arises, and before giving effect to any transfer or conveyance under any Receivables Sale Agreement, the Receivables Sale and Contribution Agreement or hereunder) or in which Seller or any Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by such Originator, and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from

Exh. I-17

any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or Seller treats such indebtedness, rights or obligations as a separate payment obligation.

“Receivables Sale Agreement” means, any of those certain Receivables Sale Agreements, each dated as of March 2, 2001, between each Originator, respectively, and Seller, as the same may be amended, restated or otherwise modified from time to time.

“Receivables Sale and Contribution Agreement” means that certain Receivables Sale and Contribution Agreement dated as of March 2, 2001 among each Originator, JWP Investments, Inc. and Seller.

“Records” means, with respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor.

“Reduction Notice” has the meaning set forth in Section 1.3.

“Reduction Percentage” means, for any Purchaser Interest acquired by the Financial Institutions from Company for less than the Capital of such Purchaser Interest, a percentage equal to a fraction the numerator of which is the Company Transfer Price Reduction for such Purchaser Interest and the denominator of which is the Capital of such Purchaser Interest.

“Regulatory Change” has the meaning set forth in Section 10.2(a).

“Reinvestment” has the meaning set forth in Section 2.2.

“Related Security” means, with respect to any Receivable:

(i)  all of Seller’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by the applicable Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)  all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

Exh. I-18

(iii)  all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)  all service contracts and other contracts and agreements associated with such Receivable,

(v)  all Records related to such Receivable,

(vi)  all of Seller’s right, title and interest in, to and under each Receivables Sale Agreement and the Receivables Sale and Contribution Agreement,

(vii)  all of Seller’s right, title and interest in, to and under the Performance Undertaking, and

(viii)  all proceeds of any of the foregoing.

“Reporting Date” has the meaning set forth in Section 8.5.

“Reporting Period” means each of the fiscal months of Seller and the Originators. Schedule C sets forth each of the fiscal months from the date hereof to June 2003. Schedule C may be supplemented from time to time with a listing of additional fiscal months thereafter, such listing to be determined in a manner consistent with the procedures used to determine the original Schedule C and as otherwise acceptable to the Agent.] For purposes of referring to Reporting Periods that occur prior to or after a given Reporting Period (identified below as the “Test Period”), the following terms may be used (as illustrated by reference to the specific months below):

Timeline	Descriptive Term	Illustration
-3	third immediately preceding Reporting Period	January
-2	second immediately preceding Reporting Period	February
-1	immediately preceding Reporting Period	March
0	Test Period, the Reporting Period then most recently ended	April
1	Reporting Period during which Monthly Report in respect of Test Period shall be due	May

Exh. I-19

“Required Financial Institutions” means, at any time, Financial Institutions with Commitments in excess of 66- ²/3% of the Purchase Limit.

“Required Notice Period” means two Business Days.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of Seller now or hereafter outstanding, (iii) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment and any claim for rescission with respect to the Subordinated Loans (as defined in each Receivables Sale Agreement), (iv) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of Seller now or hereafter outstanding, and (v) any payment of management fees by Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed).

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller Parties” means, collectively, Seller, individually, Seller in its capacity as Servicer and any sub-Servicer.

“Servicer” means at any time the Person (which may be the Agent) then authorized pursuant to Article VIII to service, administer and collect Receivables.

“Servicer Reserve” means, on any date, an amount equal to 0.50% multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date.

“Servicing Fee” has the meaning set forth in Section 8.6.

“Settlement Date” means (A) the day each month that occurs two Business Days after the Reporting Date in such month (the “Scheduled Settlement Date”), and (B) the last day of the relevant Tranche Period in respect of each Purchaser Interest of the Financial Institutions.

“Settlement Period” means (A) in respect of each Purchaser Interest of Company, the immediately preceding Accrual Period, and (B) in respect of each Purchaser Interest of the Financial Institutions, the entire Tranche Period of such Purchaser Interest.

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the

Exh. I-20

Person, or a combination thereof. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Seller.

“Termination Date” has the meaning set forth in Section 2.2.

“Termination Percentage” has the meaning set forth in Section 2.2.

“Terminating Financial Institution” has the meaning set forth in Section 13.6(a).

“Terminating Tranche” has the meaning set forth in Section 4.3(b).

“Tranche Period” means, with respect to any Purchaser Interest held by a Financial Institution:

(a)  if Yield for such Purchaser Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, commencing on a Business Day selected by Seller in accordance with the terms of this Agreement. Such Tranche Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Tranche Period; provided, however, that if there is no such numerically corresponding day in such succeeding month, such Tranche Period shall end on the last Business Day of such succeeding month; or

(b)  if Yield for such Purchaser Interest is calculated on the basis of the Prime Rate, a period commencing on a Business Day selected by Seller and agreed to by the Agent, provided no such period shall exceed one month.

If any Tranche Period would end on a day which is not a Business Day, such Tranche Period shall end on the next succeeding Business Day, provided, however, that in the case of Tranche Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Tranche Period shall end on the immediately preceding Business Day. In the case of any Tranche Period for any Purchaser Interest which commences before the Amortization Date and would otherwise end on a date occurring after the Amortization Date, such Tranche Period shall end on the Amortization Date. The duration of each Tranche Period which commences after the Amortization Date shall be of such duration as selected by the Agent.

“Transaction Documents” means, collectively, this Agreement, each Purchase Notice, each Receivables Sale Agreement, the Receivables Sale and Contribution Agreement, each Collection Account Agreement, the Performance Undertaking, the Fee Letter, the Ancillary Costs Agreement, each Subordinated Note (issued under and as defined in each Receivables Sale Agreement) and all other instruments, documents and agreements executed and delivered in connection herewith.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“USCHEM” means U S Chemical Corporation, a Wisconsin corporation and its successors.

Exh. I-21

“WHITMIRE” means Whitmire Micro-Gen Research Laboratories, Inc, a Delaware corporation and its successors.

“Wholly-Owned Subsidiary” of a Person means (i) any corporation 100% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization 100% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled.

“Yield” means for each respective Tranche Period relating to Purchaser Interests of the Financial Institutions, an amount equal to the product of the applicable Discount Rate for each Purchaser Interest multiplied by the Capital of such Purchaser Interest for each day elapsed during such Tranche Period, annualized on a 360 day basis.

“Yield Reserve” means, on any date, an amount equal to 1.00% multiplied by the Net Receivables Balance as of the close of business of the Servicer on such date.

All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such
Article 9.

Exh. I-22

ANNEX A TO EXHIBIT I

CREDIT AGREEMENT DEFINITIONS

Solely for purposes of defining the terms used in clauses (i), (ii) and (iii) of Section 9.1(l), the terms used in the chart appearing in the definition of “Applicable Margin” and the terms used below, the following terms shall have the meanings assigned below:

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a Subsidiary of such Person.)

“Administrative Agent” means Bank of America, N.A., a national banking Association, in its capacity as Administrative Agent for the Banks, and any successor agent arising under Section 10.9.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, membership interests, by contract, or otherwise.

“Bank” means any of the several financial institutions from time to time party to the Credit Agreement.

“Capital Expenditures” means, without duplication, for any period of computation thereof, the aggregate of all expenditures on a consolidated basis including deposits (whether paid in cash or property or accrued as liabilities and including the aggregate amount of all principal payments due for the entire term of all Capital Lease Obligations) made by Holdco, CMI or their respective Subsidiaries that, in conformity with GAAP, are required to be included in the property, plant, or equipment, or similar fixed asset account.

“Capital Lease Obligations” means as to any Person, the obligations of such Person with respect to any lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) which is or should be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board) and, for purposes of this definition, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such Statement No. 13).

“Contingent Obligation” means, as to any Person, any direct or indirect liability of that Person, whether or not contingent, with or without recourse, (a) with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the “primary obligations”) of another Person (the “primary obligor”), including any obligation of that Person (i) to purchase, repurchase or

Exh. I-1

otherwise acquire such primary obligations or any security therefor, (ii) to advance or provide funds for the payment or discharge of any such primary obligation, or to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof (each, a “Guaranty Obligation”); (b) with respect to any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments; (c) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered, or (d) in respect of any Swap Contract which is not a Permitted Swap Obligation. The amount of any Contingent Obligation shall, in the case of Guaranty Obligations, be deemed equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made or, if not stated or if indeterminable, the maximum reasonably anticipated liability in respect thereof, and in the case of other Contingent Obligations other than in respect of Swap Contracts, shall be equal to the maximum reasonably anticipated liability in respect thereof and, in the case of Contingent Obligations in respect of Swap Contracts which are not Permitted Swap Obligations, shall be equal to the Swap Termination Value at any time of determination.

“Credit Agreement for the 364 Day Facility” means that certain Credit Agreement dated as of November 5, 1999 by and among the Company, the several financial institutions from time to time party thereto, Bank of America, Bank One, NA, Citibank, N.A., Banc One Capital Markets, Inc., Bank of America Securities LLC and Salomon Smith Barney Inc. for a term in duration of 364 days, as such agreement may be amended, modified, supplemented or extended from time to time.

“Documentation Agent” means Bank One, NA, a national banking association.

“Dollars”, “dollars” and “$” each mean lawful money of the United States.

“EBIT” means, for any period of computation thereof, the sum of, without duplication, (i) Net Income for such period plus (ii) Interest Expense for such period plus (iii) taxes on income of Holdco, CMI and their respective Subsidiaries accrued during such period plus (iv) any non-recurring restructuring and charges related to (x) the issuance of shares of the common stock of Holdco to each of the SCJ shareholders as of the first day that any loan was made under the Credit Agreement and (y) the return of all of the shares of Holdco common stock held by SCJ to Holdco for cancellation, such charges collectively referred to as the “Spin-Off Charges” and incurred by Holdco, CMI, and their respective Subsidiaries up to $20,000,000 in the aggregate, that occurred at any time during the period from the date that is nine months prior to November 5, 1999 through the date which is three months after November 5, 1999.

“EBITDA” means, for any period of computation thereof, the sum of (i) EBIT for such period plus (ii) amortization expense of Holdco, CMI and their respective Subsidiaries for such

Exh. I-2

period plus (iii) without duplication, depreciation expense of Holdco, CMI and their respective Subsidiaries for such period.

“Federal Reserve Bank” means the Federal Reserve Bank of New York.

“Five-Year Credit Agreement” means that certain Five-Year Credit Agreement dated as of November 5, 1999 by and among S.C. Johnson Commercial Markets, Inc., the financial institutions from time to time party thereto and Bank of America, Bank One, NA, Citibank, N.A., Banc One Capital Markets, Inc., Banc of America Securities LLC and Salomon Smith Barney Inc, as such agreement may be amended, modified, supplemented or extended from time to time.

“FRB” means the Board of Governors of the Federal Reserve System, and any Governmental Authority succeeding to any of its principal functions.

“Funded Debt” means, at any time of calculation thereof, all Indebtedness of Holdco, CMI and their respective Subsidiaries, determined on a consolidated basis.

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of November 5, 1999.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and with respect to any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing when such corporation or entity is acting pursuant to or performing the functions of such nation, government, state, political subdivision or central bank.

“Guaranty Obligation” has the meaning specified in the definition of “Contingent Obligation.”

“Holdco” shall mean Commercial Markets Holdco, Inc., a Wisconsin corporation, and the owner of 100% (except for 1 share) of the issued and outstanding capital stock of CMI on the date hereof.

“Indebtedness” of any Person means, without duplication, (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business on customary terms); (c) all non-contingent reimbursement or payment obligations with respect to Surety Instruments; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, in either case, with respect to property acquired by the Person (even though the rights and remedies of the seller or bank under such

Exh. I-3

agreement in the event of default are limited to repossession or sale of such property); (f) all Capital Lease Obligations; (g) all Indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness; (h) the unpaid amount of all Receivables sold by such Person, including but not limited to Receivables sold in connection with a Receivables Purchase Facility; and (i) all Guaranty Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (g) above. For all purposes of this Agreement, the Indebtedness of any Person shall include the applicable pro rata portion of all recourse Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer. In addition, for the purposes of this Agreement, the consolidated Indebtedness of Holdco, CMI, and their respective Subsidiaries shall be considered without duplication. For example, a guaranty made by CMI of the Indebtedness of one of its Subsidiaries shall not add any Indebtedness to the calculation of consolidated Indebtedness, as the Subsidiary Indebtedness already would have been included in such calculation.

“Interest Expense” shall mean for any period of computation thereof, gross consolidated interest expense for the period (including, all commissions, discounts, fees and other charges in connection with standby letters of credit and similar instruments for CMI, Holdco and their respective Subsidiaries).

“Joint Venture” means a Person that is a corporation, partnership, limited liability company, joint venture or other similar legal entity now or hereafter formed or entered into by Holdco, CMI or any of their respective Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person, which legal entity does not constitute a Subsidiary. A Joint Venture shall not include strategic alliances formed or entered into by Holdco, CMI or their respective Subsidiaries with any other Person for the purposes of joint research, product development, marketing, or other similar purposes that does not create a Person.

“Lien” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial Code or any comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under an operating lease.

“Net Income” means for any period of computation thereof, the aggregate of all amounts which, in accordance with GAAP, would be included as net income (or net loss) on a consolidated statement of income of CMI, Holdco and their respective Subsidiaries for such period.

Exh. I-4

“Net Worth” means, as at any date, the total shareholder’s equity (including capital stock, additional paid-in capital, retained earnings, treasury stock and any cumulative translation adjustment) of Holdco and CMI and their respective Subsidiaries which would appear as such on a consolidated balance sheet of Holdco, CMI and their respective Subsidiaries.

“Permitted Swap Obligations” means with respect to any Person, all obligations (contingent or otherwise) of such Person existing or arising under Swap Contracts, provided that each of the following criteria is satisfied: (a) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments or assets held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person in conjunction with a securities repurchase program not otherwise prohibited hereunder, and not for purposes of speculation; and (b) such Swap Contracts do not contain any provision (“walk-away” provision) exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority.

“Receivables” shall mean with respect to any Person, all obligations of any obligor (whether now existing or hereafter arising) under a contract for sale of goods or services by such Person, which shall include any obligation of such obligor (whether now existing or hereafter arising) to pay interest, finance charges or amounts with respect thereto, and, with respect to any of the foregoing receivables or obligations, (a) all of the interest of such Person in the goods (including returned goods) the sale of which gave rise to such receivable or obligation after the passage of title thereto to any obligor, (b) all other Liens and property subject thereto from time to time purporting to secure payment of such receivables or obligations, and (c) all guarantees, insurance, letters of credit and other agreements or arrangements of whatever character from time to time supporting or securing payment of any such receivables or obligations.

“Receivables Purchase Facility” shall mean, with respect to any Person, any agreement of such Person providing for sales, transfers, conveyances, factoring, discounting or financing of Receivables of such Person purporting to be sales (and considered sales under GAAP) and resulting in “off-balance sheet” treatment of such Receivables.

“Reference Bank” means each of the Administrative Agent, the Documentation Agent and the Syndication Agent.

“SCJ” means S.C. Johnson & Son, Inc., a Wisconsin corporation.

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references

Exh. I-5

herein to a “Subsidiary” or “Subsidiaries” shall mean collectively, the respective Subsidiaries of Holdco and CMI.

“Surety Instrument” means all standby letters of credit, banker’s acceptances and bank guaranties not attributable to the purchase of supplies and inventory in the ordinary course of business and shipside bonds, surety bonds and similar instruments.

“Swap Contract” means any agreement, whether or not in writing, relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap, cross-currency rate swap, swaption, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid- market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any Bank).

“Syndication Agent” means Citibank, N.A., a national banking association.

“Total Capitalization” means Funded Debt plus Net Worth.

“Wholly-Owned Subsidiary” means, with respect to any Person, any corporation in which (other than directors’ qualifying shares required by law) 100% of the capital stock of each class having ordinary voting power, and 100% of the capital stock of every other class, in each case, at the time as of which any determination is being made, is owned, beneficially and of record, by such Person, or by one or more of the other Wholly-Owned Subsidiaries of such Person, or both.

Exh. I-6

AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT

This Amendment No. 1 (the "Amendment") is dated as of October    , 2001 among JWPR Corporation (the "Seller") and as initial servicer (the "Servicer") and initial servicer (the "Servicer"), the Financial Institutions, Falcon Asset Securitization Corporation (the "Company") and Bank One, NA (Main Office Chicago), as agent for the Purchasers (the "Agent").

WITNESSETH:

WHEREAS, the Seller, the Servicer, the Company, the Financial Institutions and the Agent are parties to that certain Receivables Purchase Agreement dated as of March 2, 2001 (the "Agreement"); and

WHEREAS, the Seller, the Servicer, the Company, the Financial Institutions and the Agent desire to amend the Agreement in certain respects more fully described hereinafter;

NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.  Defined Terms.    Capitalized terms used herein and not otherwise defined shall have their meanings as attributed to such terms in the Agreement.

2.  Amendments to the Agreement.

2.1. Amendment to Section 9.1(f).    Section 9.1(f)(iii) of the Agreement is hereby amended in its entirety to read as follows:

"(iii)  the Dilution Ratio shall exceed 3.70%."

2.2.  Amendment to the Definition of Concentration Limit.    The definition of "Concentration Limit" appearing in Exhibit I to the Agreement is amended in its entirety to read as follows:

"'Concentration Limit' means, at any time, for any Obligor, an amount equal to (i) a percentage equal to  ¹/3 of the Loss Percentage at such time, multiplied by (ii) the aggregate Outstanding Balance of all Eligible Receivables at such time, or such other amount (a "Special Concentration Limit") for such Obligor designated by the Agent; provided, that in the case of an Obligor and any Affiliate of such Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliate are one Obligor; and provided, further, that the Agent may, upon not less than three Business Days' notice to Seller, cancel any Special Concentration Limit. Subject to the foregoing, the following Obligors shall each have a Special Concentration Limit equal at any time to; for each of XpedX, Paragon and Sherwin Williams, (x) a percentage equal to 1/2 of the Loss Percentage at such time multiplied by (y) the Outstanding Balance of all Eligible Receivables at such time; and for Wal-Mart, (x) a percentage equal to the Loss Percentage at such time multiplied by (y) the Outstanding Balance of all Eligible Receivables at such time:

Obligor	Rated Entity
XpedX Corp.	International Paper Corp.
Paragon Pest Control Products	Service Master
Sherwin Williams Corp.	Sherwin Williams Corp.
Wal-Mart Stores, Inc.	Wal-Mart Stores, Inc.

2.3.  Amendment to the Definition of Loss-to-Liquidation Ratio.    Amendment to the definition of "Loss-to-Liquidation Ratio" appearing in Exhibit I to the Agreement is hereby amended to read as follows:

"'Loss-to-Liquidation Ratio' means, as at the last day of any Reporting Period, a percentage equal to (i) the sum of the amount of Charged-Off Receivables which became Charged-Off Receivables during the period, plus the aggregate amount of Receivables which are unpaid not less than 31 days and not more than 60 days from the original due date for such payment divided by (ii) the aggregate amount of Collections such period."

3.  Representations and Warranties.    In order to induce the Agent and the Purchasers to enter into this Amendment the Seller represents and warrants that:

3.1.  The representations and warranties set forth in Article V of the Agreement, as hereby amended, are true, correct and complete on the date hereof as if made on and as of the date hereof and that there exists no Amortization Event or Potential Amortization Event on the date hereof.

3.2.  The execution and delivery by the Seller of this Amendment has been duly authorized by proper corporate proceedings of the Seller and this Amendment, and the Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally.

3.3.  Neither the execution and delivery by the Seller of this Amendment, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Seller or the Seller's articles of incorporation or by–laws or the provisions of any indenture, instrument or agreement to which the Seller is a party or is subject, or by which it or its property, is bound, or conflict with or constitute a default thereunder.

4.  Effective Date.    This Amendment shall become effective as of the date above first written upon receipt by the Agent of (i) counterparts of this Amendment duly executed by the Seller, the Company and the Financial Institutions, (ii) a reaffirmation of the Performance Undertaking, substantially in the form of Exhibit A hereto, executed by the Provider, and (iii) such other documents as the Agent, the Company or any Financial Institution may request.

5.  Ratification.    The Agreement, as amended hereby, is hereby ratified, approved and confirmed in all respects.

6.  Reference to Agreement.    From and after the effective date hereof, each reference in the Agreement to "this Agreement", "hereof", or "hereunder" or words of like import, and all references to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean the Agreement, as amended by this Amendment.

7.  Costs and Expenses.    The Seller agrees to pay all costs, fees, and out-of-pocket expenses (including attorneys' fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the preparation, execution and enforcement of this Amendment.

8.  CHOICE OF LAW.    THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

9.  Execution in Counterparts.    This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the Seller, the Company, the Financial Institutions and the Agent have executed this Amendment as of the date first above written.

JWPR CORPORATION, as Seller and as Servicer
By:	/s/    FRANCISCO SANCHEZ
	Title: Vice President
FALCON ASET SECURITIZATION CORPORATION
By:	/s/    RONALD J. ATKINS
	Title: Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), individually as a Financial Institution and as Agent
By:	/s/    RONALD J. ATKINS
	Title: Authorized Signatory

Execution Copy

AMENDMENT NO. 2

THIS AMENDMENT NO. 2 (this “Amendment”) dated as of May 3, 2002, is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, FALCON ASSET SECURITIZATION CORPORATION (“Falcon”), and BANK ONE, NA (MAIN OFFICE CHICAGO) (“Bank One”), as Financial Institution and as Agent (in such capacity, the “Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below.

PRELIMINARY STATEMENTS

A.  Reference is made to that certain Receivables Purchase Agreement dated as of March 2, 2001 among JWPR, Falcon, the Agent and the Financial Institutions from time to time party thereto (as the same may be amended, restated, supplemented or modified from time to time, the “Receivables Purchase Agreement”).

B.  The parties hereto have agreed to amend certain provisions of the Receivables Purchase Agreement upon the terms and conditions set forth herein.

SECTION 1.  Amendment to the Receivables Purchase Agreement.    The Receivables Purchase Agreement is, effective as of the Effective Date (as defined below) and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, hereby amended as follows:

(a)  All references in the Receivables Purchase Agreement to the “Five-Year Credit Agreement” are amended to refer instead to the “Credit Agreement”.

(b)  Section 2.6 of the Receivables Purchase Agreement is amended by adding the following proviso at the end of the second sentence thereof:

“; provided, that in the event the Servicer shall determine, in connection with the preparation of any Weekly Report, that the aggregate Purchaser Interests exceed 100%, Seller shall be required to pay the Agent the applicable amount due under this Section 2.6 within three (3) Business Days following the date such Weekly Report is required to be delivered hereunder.”

(c)  Section 6.2 of the Receivables Purchase Agreement is amended by deleting clause (a) thereof in its entirety and substituting therefor:

“(a)  the Servicer shall have delivered to the Agent on or prior to the date of such Incremental Purchase or Reinvestment, in form and substance reasonably satisfactory to the Agent, all Monthly Reports and all Weekly Reports as and when due under Section 8.5;”

(d)  Section 8.5 of the Receivables Purchase Agreement is amended by deleting such Section in its entirety and substituting therefor:

“SECTION 8.5  Collateral Reports.    The Servicer shall prepare and forward to the Agent a collateral report (i) on the nineteenth (19th) day of each month, or, if such day is not a Business Day, the next succeeding Business Day, and at such other times as the Agent shall request, a Monthly Report in respect of the calendar month then most recently ended, (ii) from and after July 12, 2002, on Friday of each calendar week, or, if such day is not a Business Day, the next succeeding Business Day, and at such other times as the Agent shall request, a Weekly Report in respect of the calendar week then most recently ended and (iii) at such times as the Agent shall reasonably request, a listing by Obligor of all Receivables together with an aging of such Receivables.”

(e)  Section 9.1(f)(ii) of the Receivables Purchase Agreement, relating to the Loss-to-Liquidation Ratio, is amended by deleting therefrom the reference to “5.25%” and by substituting therefor “2.75%”.

(f)  Section 9.1(f)(iii) of the Receivables Purchase Agreement, relating to the Dilution Ratio, is amended to delete such clause in its entirety and to substitute the following new clause therefor:

“(iii)  the Dilution Ratio shall exceed 4.05%.”

(g)  Section 9.1(l) of the Receivables Purchase Agreement is amended to delete such provision in its entirety and to substitute therefor the following new provision:

“(1)  As of the end of any fiscal quarter of CMI, any of the following shall occur:

(i)  The Leverage Ratio, as determined as of the last day of each fiscal quarter set forth below, for the fiscal quarter ending on such day, shall exceed the maximum Leverage Ratio set forth below opposite such fiscal quarter:

Fiscal Quarter Ending Nearest to:	Maximum Leverage Ratio:
September 30, 2002	5.25 to 1
December 31, 2002	5.25 to 1
March 31, 2003	5.25 to 1
June 30, 2003	5.00 to 1
September 30, 2003	4.75 to 1
December 31, 2003	4.25 to 1
March 31, 2004	4.00 to 1
June 30, 2004	3.75 to 1
September 30, 2004	3.50 to 1
December 31, 2004	3.25 to 1
March 31, 2005	2.75 to 1
June 30, 2005	2.75 to 1

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Fiscal Quarter Ending Nearest to:	Maximum Leverage Ratio:
September 30, 2005	2.75 to 1
December 31, 2005	2.75 to 1
March 31, 2006 and thereafter	2.50 to 1

(ii)  CMI shall have failed to maintain an Interest Coverage Ratio, as determined as of the last day of each fiscal quarter, for the fiscal quarter ending on such day, of at least the minimum ratio set forth below opposite such fiscal quarter:

Fiscal Quarter Ending Nearest to:	Minimum Interest Coverage Ratio:
September 30, 2002	2.15 to 1
December 31, 2002	2.15 to 1
March 31, 2003	2.15 to 1
June 30, 2003	2.25 to 1
September 30, 2003	2.25 to 1
December 31, 2003	2.75 to 1
March 31, 2004	2.75 to 1
June 30, 2004	3.00 to 1
September 30, 2004	3.50 to 1
December 31, 2004	3.75 to 1
March 31, 2005 and thereafter	4.50 to 1

For purposes of new Section 9.1(l), the terms defined in Annex B hereto, which definitions are being added to Exhibit I of the Receivables Purchase Agreement by this Amendment, shall be used and in the event any term is used in new Section 9.1(l) which term is not defined in Annex B hereto, the definitions otherwise prevailing under the Receivables Purchase Agreement shall be used.

(h)  Exhibit I to the Receivables Purchase Agreement is amended by deleting the definition of “Applicable Margin” therein in its entirety and by substituting therefor the following new definition:

“Applicable Margin” means (a) during the period commencing on May 3, 2002 and ending 3 Business Days after the receipt by the Seller of the quarterly financial statements required to be delivered in respect of CMI under the CMI Receivables Sale Agreement in respect of the first full fiscal quarter of CMI ending after May 3, 2002, a rate equal to 3.25% per annum and (b) thereafter, as of any date of determination, a per annum rate equal to the rate set forth below under the then applicable Leverage Ratio (determined for the four most recently ended fiscal quarters for which financial statements in respect of CMI have been delivered pursuant to the CMI Receivables Sale Agreement) set forth below:

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	Level I	Level II	Level III	Level IV
Leverage Ratio	Less than 2.5 to 1	Less than 3.0 to 1 and equal to or greater than 2.5 to 1	Less than 3.5 to 1 and equal to or greater than 3.0 to 1	Greater than or equal to 3.5 to 1
Applicable Margin for Offshore Base Rate	2.50%	2.75%	3.00%	3.25%

Subsequent changes in the Applicable Margin resulting from a change in the Leverage Ratio shall become effective as to 3 Business Days after delivery of new financial statements pursuant to the CMI Receivables Sale Agreement for each of the first three fiscal quarters of each fiscal year and for each fiscal year. Notwithstanding anything to the contrary set forth in this Agreement (including the then effective Leverage Ratio),

(a)  if CMI shall fail to deliver such financial statements within the time periods specified in the CMI Receivables Sale Agreement, the Applicable Margin from and including the 49th day after the end of such fiscal quarter or the 94th day after the end of such fiscal year, as the case may be, to but not including the date CMI delivers such financial statements, shall equal the highest possible Applicable Margin provided for by this definition; and

(b)  prior to the date that is the earliest to occur of (i) the date the Credit Agreement shall terminate in accordance with its terms, (ii) the date Bank One shall cease to be a party to the Credit Agreement or (iii) the date the Agent hereunder shall fail to concur in any written amendment or waiver that shall have become effective under the Credit Agreement (as distinguished from exercise of discretion on the part of the calculation agent under the Credit Agreement which under the terms of the Credit Agreement does not require the consent of any Bank thereunder) relating to the terms and provisions thereunder that correspond to any of the provisions of Section 9.1(l) herein, any determination made in accordance with the terms of the Credit Agreement in respect of the calculation of the Leverage Ratio at any time shall be binding upon the Purchasers for purposes of the calculation of the Applicable Margin hereunder at such time.

(i)  The definition of “Concentration Limit” in Exhibit I to the Receivables Purchase Agreement is amended by deleting therefrom the references to “Paragon” and “Paragon Pest Control Products”.

(j)  The definition of “Eligible Receivable” in Exhibit I to the Receivables Purchase Agreement is amended to add the word “and” at the end of clause (xviii) thereof and to add the following new clause (xix) to such definition:

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“(xix)  which does not constitute a DiverseyLever Receivable.”

(k)  The definition of “Facility Termination Date” in Exhibit I to the Receivables Purchase Agreement is amended by deleting therefrom the words “March 1, 2005”, and substituting therefor “May 2, 2003”.

(l)  Exhibit I to the Receivables Purchase Agreement is amended by deleting therefrom the definition of “Five-Year Credit Agreement”.

(m)  Exhibit I to the Receivables Purchase Agreement is amended by (i) deleting the definitions of “Interim Monthly Report” and “Monthly Report” in their entirety and (ii) substituting the following new definition for “Monthly Report”:

“Monthly Report” means a report, in substantially the respective form set forth in Exhibit X hereto (as such form may be amended from time to time by the mutual agreement of the Agent and the Servicer) (appropriately completed), furnished to the Servicer to the Agent pursuant to Section 8.5 and relating to a fiscal month of the Seller and the Originators.

(n)  Exhibit I to the Receivables Purchase Agreement is amended by deleting the definition of “Net Receivables Balance” in its entirety and substituting therefor:

“Net Receivables Balance” means, at any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Concentration Limit for such Obligor, and (ii) an amount equal to the accrual account maintained by CMI entitled “Professional Rebate Reserve Accrual Account” (or any similar title or any replacement accrual account), such account relating to rebates that may be payable to customers of the Professional Division of CMI, as reported in the Monthly Report then most recently furnished in accordance with Section 8.5.

(o)  Exhibit I to the Receivables Purchase Agreement is amended by deleting the definition of “Reporting Date” in its entirety and substituting therefor:

“Reporting Date” means any date on which a Collateral Report is required to be furnished in accordance with the terms of Section 8.5.

(p)  Exhibit I to the Receivables Purchase Agreement is amended to add the following new definitions thereto:

“Credit Agreement” means that certain Credit Agreement, dated as of May 3, 2002, by and among JohnsonDiversey, Inc., Johnson Wax Professional, Inc., Johnson Professional Co., Ltd. and Johnson Diversey Netherlands II B.V., as borrowers, Johnson Professional Holdings, Inc., the “Lenders” and “Issuers” parties thereto, Citicorp USA, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as syndication agent, Bank One, NA, ABN AMRO Bank NV, Royal Bank of Scotland plc, New York Branch, and General Electric Capital

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Corporation, as co-documentation agents, and Salomon Smith Barney Inc. and Goldman Sacks Credit Partners L.P., as joint lead arrangers and joint book managers, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“DiverseyLever Receivable” means any Receivable that shall have been originated by any of (i) Unilever N.V., (i) Unilever PLC, (iii) any business unit of the DiverseyLever Group or (iv) any business unit of any Originator or any of their affiliates, any substantial part of which shall be comprised of assets or properties from or relating to the operations of the DiverseyLever Group.

“Weekly Report” means a report, in substantially the respective form set forth in Exhibit X hereto (as such form may be amended from time to time by the mutual agreement of the Agent and the Servicer) (appropriately completed), furnished by the Servicer to the Agent pursuant to Section 8.5 and relating to a period of one calendar week.

(q)  Exhibit I to the Receivables Purchase Agreement is amended to delete the definitions set forth in Annex A to such Exhibit I in their entirety and to substitute therefor the new definitions set forth on Annex B to this Amendment, which new definitions shall be used for the limited purposes described in the preamble to Annex A to such Exhibit I.

(r) The Receivables Purchase Agreement is amended by deleting Exhibit X thereto in its entirety and substituting therefor the “Exhibit X” attached hereto as Annex A.

SECTION 2.   DiverseyLever Receivables.

(a)  JWPR has advised Falcon and Bank One as to the proposed acquisition by affiliates of JWPR of certain assets and properties comprising the DiverseyLever Group of Unilever N.V. and Unilever PLC. Such affiliates of JWPR may include certain of the Originators. It is acknowledged and agreed that the DiverseyLever Receivables shall not constitute “Eligible Receivables” for purposes of the Receivables Purchase Agreement. Any inclusion of the DiverseyLever Receivables in “Eligible Receivables” shall occur only after, and then only if, (i) Falcon and Bank One shall have completed their due diligence in respect of such Receivables and shall have obtained such internal credit approval as may be appropriate for purposes of such inclusion and (ii) the Receivables Purchase Agreement shall have been amended on terms mutually acceptable to JWPR, Falcon and Bank One providing for such inclusion. Nothing contained herein shall constitute or be deemed to be a commitment on the part of Falcon or Bank One to agree to include the DiverseyLever Receivables in “Eligible Receivables” at any time in the future.

(b)  Until such time as the DiverseyLever Receivables constitute Eligible Receivables, JWPR shall take all actions (or shall omit to take all actions) reasonably requested by the Agent to ensure that (i) at no time shall there be any commingling as

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between the Receivables owned by JWPR (or any proceeds thereof) and any DiverseyLever Receivables that are not owned by JWPR (or any proceeds thereof), and (ii) the Originators and the Servicer at all times maintain systems capable of generating and furnishing the Collateral Reports and all other reports required under the Receivables Purchase Agreement on a basis segregated from the DiverseyLever Receivables not owned by JWPR.

SECTION 3.    Other Modifications.

(a)  Each of the parties hereto acknowledges that from and after May 3, 2002, the name of S.C. Johnson Commercial Markets, Inc. shall be changed to “JohnsonDiversey, Inc.”, and thereafter each reference to “CMI” in the Receivables Purchase Agreement, in any other Transaction Document or in any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to JohnsonDiversey, Inc., as successor to S.C. Johnson Commercial Markets, Inc. The representation and warranty in Section 2.1(n) of the CMI Receivables Sale Agreement is deemed amended to give effect to such name change. The requirement under Section 4.2(a) of the CMI Receivables Sale Agreement that 45 days’ prior written notice be given in respect of such name change is hereby waived.

(b)  In the case of any representation, warranty or covenant in any Receivables Sale Agreement that purports to or restricts the ability of any Person to encumber any of its assets or properties, or to suffer the existence of any encumbrance, the Seller, Falcon and Bank One waive such restriction (i) to the extent such restriction applies to the capital stock of any Originator or (ii) to the extent, and then only on the terms and conditions, that such encumbrance is expressly permitted under that certain Intercreditor Agreement of even date herewith among CMI, JPI, USCHEM, the Seller, Bank One, Falcon and Citicorp USA, Inc., as “Senior Credit Agent”, during the period such Intercreditor Agreement remains in full force and effect.

(c)  The Seller agrees to furnish the Agent, promptly following its receipt of the same, a copy of each amendment, waiver or other notice of any modification (a “CA Amendment”) to or in respect of the Credit Agreement or any material instrument, document or agreement executed in connection with the Credit Agreement. Each Originator, by its execution of this Amendment, agrees to furnish the Seller, promptly following the execution thereof, a copy of each CA Amendment.

SECTION 4.  Conditions Precedent.    This Amendment shall become effective on the first Business Day (the “Effective Date”) on which the Agent shall have received:

(a)  counterparts of this Amendment, duly executed by each party hereto;

(b)  an amended and restated Fee Letter, duly executed by each party thereto;

(c)  a reaffirmation of Performance Undertaking, duly executed by CMI;

(d)  evidence that all necessary steps to change the name of CMI to “JohnsonDiversey, Inc.” shall have been taken;

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(e)  an intercreditor agreement, duly executed by the Originators, the Seller, the Agent, the Purchasers, Citicorp USA, Inc. and S.C. Johnson & Son, Inc.; and

(f)  all fees and expenses stated to be payable to the Agent, Falcon or Bank One at any time on or prior to the Effective Date under the Receivables Purchase Agreement or the amended and restated Fee Letter.

SECTION 5.  Authorization.    JohnsonDiversey, Inc. hereby authorizes the Agent to file one or more financing statements and/or amendments, in substantially the form attached hereto as Annex C, in order to reflect the name change referenced in Section 4(d) hereof;

SECTION 6.  Representations and Warranties.    JWPR represents and warrants that (a) this Agreement constitutes a legal, valid and binding obligation of JWPR, enforceable against it in accordance with its terms, and (b) on the date hereof, before and after giving effect to this Agreement, no Amortization Event or Potential Amortization Event has occurred and is continuing.

SECTION 7.  Reference to and Effect on the Transaction Documents.

(a)  Upon the effectiveness of this Amendment, (i) each reference in the Receivables Purchase Agreement to “this Receivables Purchase Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Receivables Purchase Agreement, as amended hereby, and (ii) each reference to the Receivables Purchase Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in connection therewith, shall mean and be a reference to the Receivables Purchase Agreement as amended hereby.

(b)  Except as specifically amended or otherwise modified above, the terms and conditions of the Receivables Purchase Agreement, of all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed.

(c)  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Purchaser under the Receivables Purchase Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, in each case except as specifically set forth herein.

SECTION 8.  Execution in Counterparts.    This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

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SECTION 9.  Governing Law.    This Amendment shall be governed by and construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois.

SECTION 10.  Headings.    Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

SECTION 11.  Fees and Expenses.    JWPR, as Seller, hereby confirms its agreement to pay on demand all reasonable costs and expenses of the Agent and the Purchasers in connection with the preparation, execution and delivery of this Amendment and any of the other instruments, documents and agreements to be executed and/or delivered in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Agent or the Purchasers with respect thereto.

[Remainder of Page Deliberately Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective officers as of the date first above written.

JWPR CORPORATION
By:	/s/    FRANCISCO SANCHEZ
	Name: Francisco Sanchez Title: Vice President
FALCON ASSET SECURITIZATION CORPORATION
By:	/s/    RONALD J. ATKINS
	Name: Ronald J. Atkins Title: Authorized Signatory
BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and as Agent
By:	/s/    RONALD J. ATKINS
	Name: Ronald J. Atkins Title: Authorized Signatory

Signature Page to Amendment No. 2

ACKNOWLEDGED AND AGREED: JOHNSON POLYMER, INC.
By:	/s/    FRANCISCO SANCHEZ
	Name:
	Title:
JOHNSONDIVERSEY, INC. (formerly known as S.C. JOHNSON CHEMICAL MARKETS, INC.)

By:	/s/    MICHAEL J. BAILEY
	Name:
	Title:
U.S. CHEMICAL CORPORATION

By:	/s/    DAVID C. QUAST
	Name:
	Title:

Signature Page to Amendment No. 2

ANNEX B

to

Amendment No. 2

to Receivables Purchase Agreement

NEW DEFINITIONS RELATING TO FINANCIAL COVENANTS

The following new definitions shall be added to Exhibit I of the Receivables Purchase Agreement for use in Section 9.1(l) of the Receivables Purchase Agreement and for use in the definition of “Applicable Margin” as used in the Receivables Purchase Agreement.

“Acquired Business” means the DiverseyLever Business (as defined in the Purchase Agreement, dated as of November 20, 2001, by and among Johnson Professional Holdings, Inc., CMI and Conopco, Inc., as amended by the First Amendment thereto, dated as of February 11, 2002, the Second Amendment thereto, dated as of April 5, 2002 and the Third Amendment thereto dated as of May 3, 2002).

“Adjusted Restructuring Charges” means the sum of (a) restructuring charges (as determined in conformity with GAAP) and reasonable (in the determination of the Agent) Integration Charges up to a combined aggregate amount equal to $125,000,000 plus (b) Reserve for Exit Costs.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of amounts that would be reflected as additions to property, plant, equipment or software on a consolidated balance sheet of such Person and its Subsidiaries prepared in conformity with GAAP, excluding interest capitalized during construction; provided, however, that “Capital Expenditures” shall not include property, plant, equipment or software listed on the consolidated balance sheet of the Acquired Business acquired as part of a “Permitted Acquisition” (as such term is defined in the Credit Agreement).

“Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by any of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States government or any agency or instrumentality of the foregoing (provided that the full faith and credit of the United Kingdom, any other member state of the European Union as currently constituted other than Greece, or the United States, respectively, is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; (b) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic or foreign commercial bank having capital and surplus in excess of $500,000,000.00 and a Thomson Bank Watch Rating of “B” or better; (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (b) above; (d) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services, Inc. and in each case maturing within six months after the date of acquisition of such commercial paper; and (e) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a)

through (d) of this definition; provided, however, that securities of CMI, Unilever N.V., Unilever PLC or any of their respective Affiliates shall not be “Cash Equivalents”.

“Cash Interest Expense” means, with respect to any Person for any period, the Interest Expense of such Person for such period less the Non-Cash Interest Expense of such Person for such period.

“Consolidated Current Assets” means, with respect to any Person at any date, the total consolidated current assets (other than cash and Cash Equivalents) of such Person and its Subsidiaries at such date, determined in conformity with GAAP.

“Consolidated Net Income” means, for any Person for any period, the net income (or loss) of such Person and its Subsidiaries for such period, determined on a consolidated basis in conformity with GAAP; provided, however, that (a) the net income of any other Person in which such Person or one of its Subsidiaries has a joint interest with a third party (which interest does not cause the net income of such other Person to be consolidated into the net income of such Person in accordance with GAAP) shall be included only to the extent of the amount of dividends or distributions paid in cash to such Person or Subsidiary and (b) the net income of any Subsidiary of such Person that is subject to any restriction or limitation on the payment of dividends or the making of other distributions shall be excluded to the extent such restriction or limitation limits the use by such Person or such Person’s Affiliates from applying the proceeds of such dividends of other distributions to repay, directly or indirectly the obligations of such Person under the Credit Agreement.

“EBITDA” means, with respect to any Person for any period (a) Consolidated Net Income of such Person for such period, plus (b) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication,

(i)  any provision for income taxes,

(ii)  Interest Expense,

(iii)  loss from extraordinary items,

(iv)  amortization and depreciation expense,

(v)  other than as provided for in clause (vi) below, all other non-cash charges and non-cash losses for such period, including the amount of any compensation deduction as the result of any grant of Stock or Stock Equivalents to employees, officers, directors or consultants, and

(vi)  all restructuring charges (as determined in conformity with GAAP) and Integration Charges whether or not paid in cash during such period;

minus (c) the sum of, in each case to the extent included (other than with respect to the Reserve for Exit Costs) in the calculation of such Consolidated Net Income but without duplication,

(i)  any credit for income tax,

(ii)  gains from extraordinary items for such period,

(iii)  any aggregate net gain from the sale, exchange or other disposition of capital assets by such Person outside the ordinary course of business,

(iv)  any other non-cash gains or other items outside the ordinary course of business which have been added in determining Consolidated Net Income, including any reversal of a charge referred to in clause (b)(v) above by reason of a decrease in the value of any Stock or Stock Equivalent,

(v)  the sum of cash expenditures in respect of non-cash charges included in clause (b)(v) above,

(vi)  (A) Restructuring Cash Expenditures for such period and (B) cash expenditures in respect of restructuring charges and Integration Charges in excess of an aggregate of $125,000,000.

Notwithstanding the foregoing, for purposes of determining (a) the Leverage Ratio for any period ending prior to June 27, 2003, EBITDA shall be determined on an annualized basis, that is, by dividing 365 by the number of days in the applicable period and multiplying the result thereof by EBITDA for such period and (b) any Excess Cash Flow for any period, cash expenditures relating to Restructuring Charges deducted in such period pursuant to clause (c)(vi) above shall be actual cash expenditures made in such period and not the Restructuring Cash Expenditures for such period.

“Excess Cash Flow” means, for CMI for any period, (a) EBITDA of CMI for such period plus (b) the excess, if any, of Working Capital at the beginning of such period over Working Capital at the end of such period minus (c) the sum of (without duplication) (i) scheduled cash principal payments on the “Loans” (under and as such term is defined in the Credit Agreement) during such period and optional cash principal payments on such “Loans” during such period (but only to the extent in the case of optional cash payments of the “Revolving Credit Loans” that the “Revolving Credit Commitments” are permanently reduced by the amount of such payments, as such terms are defined in the Credit Agreement), (ii) scheduled cash principal payments made by CMI or any of its Subsidiaries during such period on other Indebtedness to the extent such other Indebtedness and payments are permitted by this Agreement, (iii) scheduled payments made by CMI or any of its Subsidiaries during such period on Capital Lease Obligations to the extent such Capital Lease Obligations and payments are permitted by this Agreement, (iv) Capital Expenditures (to the extent not financed by the incurrence of Indebtedness) made by CMI or any of its Subsidiaries during such period to the extent permitted by this Agreement, (v) dividends or other distributions of CMI during such period to the extent permitted hereunder and actually paid, (vi) cash payments made by CMI or any of its Subsidiaries to satisfy income tax obligations of any JD Entity, (vii) Cash Interest Expense of CMI and its Subsidiaries during such period, (viii) restructuring charges that have been expensed but have not yet been paid in cash and (ix) the excess, if any, of Working Capital at the end of such period over Working Capital at the beginning of such period.

“Funded Debt” means, with respect to CMI and its Subsidiaries determined on a consolidated basis in accordance with GAAP, without duplication, Indebtedness of the type specified in clauses (a), (b), (c), (d), (e), (f), (g), (h), (j) and (k) of the definition of “Indebtedness” (other than Indebtedness in respect of any Receivables Purchase Facility existing on May 3, 2002 up to a maximum principal amount of $55,000,000); provided, however, that Indebtedness of the type specified in clause (k) of the definition of “Indebtedness” shall not be included in any calculation of “Funded Debt” used solely to determine the Applicable Margin.

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring such liability is to provide assurance to the obligee of such Indebtedness that such Indebtedness will be paid or discharged (other than endorsements for collection or deposit made in the ordinary course of business), or that any agreement relating thereto will be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including (a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such Indebtedness or any security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or intent thereof is as described in the preliminary clause of sentence. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.

“Hedging Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate insurance, foreign exchange contracts, currency swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other commodity price hedging arrangements, and all other similar agreements or arrangements designed to alter the risks of any Person arising from fluctuations in interest rates, currency values or commodity prices.

“Indebtedness” of any Person means without duplication (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments or that bear interest, (c) all reimbursement and all obligations with respect to letters of credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (d) all indebtedness for the deferred purchase price of property or services, other than trade payables incurred in the ordinary course of business that are not overdue, (e) all indebtedness of such Person created or arising under any conditional sale or other

title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (f) all Capital Lease Obligations of such Person, (g) all Guaranty Obligations of such Person, (h) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at the greater of its voluntary liquidation preference and its involuntary liquidation preference plus accrued and unpaid dividends, (i) all payments that such Person would have to make in the event of an early termination on the date Indebtedness of such Person is being determined in respect of Hedging Contracts of such Person, (j) all Indebtedness of the type referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and general intangibles) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness and (k) all obligations of such Person under any Receivables Purchase Facility.

“Integration Charges” means charges associated solely with the amalgamation of the Acquired Business and CMI and include only the following: (a) one-time manufacturing rationalization charges, (b) write-off of inventory as part of stock keeping unit rationalization (not including write-off of inventory in the ordinary course of business), (c) one-time logistics and customer service charges, (d) sales and marketing headcount reduction costs associated with integration severance and redundancy, (e) sales and marketing training costs associated with integration, (f) general and administrative headcount reduction costs associated with integration severance and redundancy, (g) information technology headcount reduction costs associated with integration severance and redundancy, (h) one-time research and development charges associated with integration, (i) environmental system and training programs bringing the Acquired Business’ systems into alignment with CMI’s existing systems, (j) health and safety system and training programs bringing the Acquired Business’ systems in alignment with CMI’s existing systems, and (k) costs associated with the Acquired Business’ previously announced and identified restructuring programs referred to as “Core”, “Verdi”, “Big Delta” and “Parmesan” to the extent have not previously been expensed by the Acquired Business.

“Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to Cash Interest Expense of such Person for such period.

“JD Entity” means each of Johnson Professional Holdings, Inc., CMI and each of CMI’s Subsidiaries.

“Leverage Ratio” means, with respect to CMI for any period, the ratio of (a) Funded Debt of CMI and its Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of such period to (b) EBITDA for CMI for such period.

“Non-Cash Interest Expense” means, with respect to any Person for any period, the sum of the following amounts to the extent included in the calculation of Interest Expense of such Person for such period: (a) the amount of debt discount and debt issuances costs amortized, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Funded Debt and (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness.

“Reserve for Exit Costs” means that portion of the one time reserve for exit costs (established in conformity with the U.S. GAAP on May 3, 2002) in excess of $40,000,000.

“Restructuring Cash Expenditures” means:

(a)  with respect to the fiscal quarter ending on or about September 30, 2002 (the “First Fiscal Quarter”), 42% of the actual cash payments made in respect of Adjusted Restructuring Charges during such period;

(b)  with respect to the fiscal quarter ending on or about December 30, 2002, the sum of (i) 67% of the actual cash payments made in respect of Adjusted Restructuring Charges during the First Fiscal Quarter plus (ii) 25% of the of the actual cash payments made in respect of Adjusted Restructuring Charges during the fiscal quarter then ending;

(c)  with respect to the fiscal quarter ending on or about March 31, 2003, the sum of (i) 92% of the actual cash payments made in respect of Adjusted Restructuring Charges during the First Fiscal Quarter plus (ii) 50% of the of the actual cash payments made in respect of Adjusted Restructuring Charges during the fiscal quarter ending December 30, 2002 plus (iii) 25% of the actual cash payments made in respect of Adjusted Restructuring Charges during the fiscal quarter then ending;

(d)  with respect to each fiscal quarter ending on or about June 30, 2003, September 30, 2003 and December 31, 2003, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first fiscal quarter in such period, plus (ii) 75% of the actual cash payments made in respect of Adjusted Restructuring Charges during the second fiscal quarter in such period, plus (iii) 50% of the actual cash payments made in respect of Adjusted Restructuring Charges during the third fiscal quarter in such period, plus (iv) 25% of the actual cash payments made in respect of Adjusted Restructuring Charges during the fiscal quarter then ending;

(e)  with respect to the fiscal quarter ending on or about March 31, 2004, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first fiscal quarter in such period, plus (ii) 75% of the actual cash payments made in respect of Adjusted Restructuring Charges during the second fiscal quarter in such period, plus (iii) 50% of the actual cash payments made in respect of Adjusted Restructuring Charges during the third fiscal quarter in such period, plus (iv) 100% of the actual cash payments made in respect of Restructuring Charges during the fiscal quarter then ending;

(f)  with respect to the fiscal quarter ending on or about June 30, 2004, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first fiscal quarter in such period, plus (ii) 75% of the actual cash payments made in respect of Adjusted Restructuring Charges during the second fiscal quarter in such period, plus (iii) 100% of the actual cash payments made in respect of Restructuring Charges during the third fiscal quarter in such period and the fiscal quarter then ending;

(g) with respect to the fiscal quarter ending on or about September 30, 2004, the sum of (i) 100% of the actual cash payments made in respect of Adjusted Restructuring Charges during the first fiscal quarter in such period, plus (ii) 100% of the actual cash payments made in respect of Restructuring Charges during each other fiscal quarter in such period;

(h)  with respect to each fiscal quarter ending on or about December 30, 2004 or thereafter, the cash payments made in respect of Restructuring Charges during the fiscal quarter then ending.

“Restructuring Charges” means the sum of (a) restructuring charges (as determined in conformity with GAAP), plus (b) Integration Charges, plus (c) Reserve for Exit Costs.

“Stock” means shares of capital stock (whether denominated as common stock or preferred stock), beneficial, partnership or membership interests, participations or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity, whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

“Working Capital” means Consolidated Current Assets of CMI minus all liabilities of CMI and its Subsidiaries classified as current liabilities on a consolidated balance sheet of CMI prepared in conformity with GAAP, but excluding the principal amount of any current portion of long-term Funded Debt and (without duplication) the then outstanding principal amount of the “Loans” under, and as such term is defined in, the Credit Agreement.

EX-10.18

Exhibit 10.18

RECEIVABLES SALE AGREEMENT

DATED AS OF MARCH 2, 2001

BETWEEN

JOHNSON POLYMER, INC.,

as Originator

AND

JWPR CORPORATION,

as Buyer

TABLE OF CONTENTS

		Page
ARTICLE I	AMOUNTS AND TERMS	2
Section 1.1	Purchase of Receivables	2
Section 1.2	Payment for the Purchase	3
Section 1.3	Purchase Price Credit Adjustments	5
Section 1.4	Payments and Computations, Etc	5
Section 1.5	Transfer of Records	6
Section 1.6	Characterization	7
ARTICLE II	REPRESENTATIONS AND WARRANTIES	7
Section 2.1	Representations and Warrants of Originator	7
ARTICLE III	CONDITIONS OF PURCHASE	12
Section 3.1	Conditions Precedent to Purchase	12
Section 3.2	Conditions Precedent to Subsequent Payments	12
ARTICLE IV	COVENANTS	12
Section 4.1	Affirmative Covenants of Originator	12
Section 4.2	Negative Covenants of Originator	17
ARTICLE V	AMORTIZATION EVENTS	18
Section 5.1	Amortization Events	18
Section 5.2	Remedies	20
ARTICLE VI	INDEMNIFICATION	20
Section 6.1	Indemnities by Originator	20
Section 6.2	Other Costs and Expenses	23
ARTICLE VII	ADMINISTRATION AND COLLECTION	23
Section 7.1	Designation of Sub-Servicer	23
Section 7.2	Collection Accounts	23

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TABLE OF CONTENTS

(Continued)

		Page
Section 7.3	Responsibilities of Originator	24
Section 7.4	Servicing Fees	24
Section 7.5	Monthly Report	24
ARTICLE VIII	MISCELLANEOUS	24
Section 8.1	Waivers and Amendments.	24
Section 8.2	Notices	25
Section 8.3	Protection of Ownership Interests of Buyer.	25
Section 8.4	Confidentiality.	26
Section 8.5	Bankruptcy Petition.	27
Section 8.6	Choice of Law	27
Section 8.7	Consent to Jurisdiction	27
Section 8.8	Waiver of Jury Trial	28
Section 8.9	Integration; Binding Effect; Survival of Terms.	28
Section 8.10	Counterparts; Severability; Section References	28

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Exhibits and Schedules

EXHIBIT I	—	Definitions
EXHIBIT II	—	Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
EXHIBIT III	—	Lock-Boxes; Collection Accounts; Collection Banks
EXHIBIT IV	—	Credit and Collection Policy
EXHIBIT V	—	Form of Subordinated Note
EXHIBIT VI	—	Form of Monthly Report
SCHEDULE A	—	List of Documents to Be Delivered to Buyer Prior to the Purchase

RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of March 2, 2001 is by and between Johnson Polymer, Inc., a Wisconsin corporation (“Originator”), and JWPR Corporation, a Nevada corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator.

Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of March 2, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, Falcon Asset Securitization Corporation (“FALCON”), the financial institutions from time to time party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for FALCON and such Financial Institutions (in such capacity, the “Agent”).

ARTICLE I

AMOUNTS AND TERMS

SECTION 1.1   Purchase of Receivables.

(a)  Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof; provided, that, Buyer shall be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

(b)  It is the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.3, the sale of Receivables hereunder is made without recourse to Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of

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the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, Originator agrees that it will, on or prior to the date hereof and in accordance with Section 4.1(e)(ii), mark its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been sold to Buyer. Upon the request of Buyer or the Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Agent (as Buyer’s assignee) may reasonably request.

SECTION 1.2   Payment for the Purchase.

(a)  The Purchase Price for the Purchase of Receivables, if any, not otherwise conveyed under the Transfer Agreement which are in existence on the close of business on the Business Day immediate preceding the date hereof (the “Initial Cutoff Date”) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:

(i)  by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement, and

(ii)  the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a “Subordinated Loan”) in an amount not to exceed the least of (i) the remaining unpaid portion of such Purchase Price, and (ii) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Minimum Net Worth. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.

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The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).

(b)  With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:

first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand; and

second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii);

Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.

(c)  From and after the Amortization Date, Originator shall not be obligated to (but may, at its option) sell Receivables to Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.

(d)  Although the Purchase Price for each Receivable coming into existence after the date hereof shall be due and payable in full by Buyer to Originator on the date such Receivable came into existence, and although Buyer intends in the ordinary course to remit to Originator on a daily basis amounts (to the extent available therefor under the Purchase Agreement) from collections on the

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Receivables for application to the Purchase Price obligation then outstanding, settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables coming into existence during the same Calculation Period and based on the information contained in the Monthly Report delivered by the Sub-Servicer pursuant to Article VII for the Calculation Period then most recently ended. Although settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.

SECTION 1.3   Purchase Price Credit Adjustments.    If on any day:

(a) the Outstanding Balance of a Receivable is:

(i)  reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Originator (other than cash Collections on account of the Receivables),

(ii)  reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or

(b)  any of the representations and warranties set forth in Article II are no longer true with respect to any Receivable,

then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If the aggregate amount of all Purchase Price Credits during any Calculation Period shall exceed the aggregate amount of Purchase Price payable in respect of Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortization Date has not occurred, Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

SECTION 1.4   Payments and Computations, Etc.    All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the

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terms hereof on the day when due in immediately available funds to the account of Originator designated from time to time by Originator or as otherwise directed by Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

SECTION 1.5     Transfer of Records.

(a)  In connection with the Purchase of Receivables hereunder, Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided that should the consent of any licensor of Originator to such grant of the license described herein be required, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

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(b)  Originator (i) shall take such action requested by Buyer and/or the Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

SECTION 1.6   Characterization.    If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, Originator hereby grants to Buyer a duly perfected security interest in all of Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1   Representations and Warranties of Originator.    Originator hereby represents and warrants to Buyer that:

(a)  Corporate Existence and Power.    Originator is (1) a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and (2) is duly qualified to do business and is in good standing as a foreign corporation and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except in the case of (2) to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

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(b)  Power and Authority; Due Authorization Execution and Delivery.    The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, Originator’s use of the proceeds of the Purchase made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which Originator is a party has been duly executed and delivered by Originator.

(c)  No Conflict.    The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by–laws (or equivalent organizational documents), (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Originator or its Subsidiaries (except as created by the Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)  Governmental Authorization.    Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)  Actions, Suits.    There are no actions, suits or proceedings pending, or to the best of Originator’s knowledge, threatened, against or affecting Originator, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Originator is not in default with respect to any order of any court, arbitrator or governmental body.

(f)  Binding Effect.    This Agreement and each other Transaction Document to which Originator is a party constitute the legal, valid and binding obligations of Originator enforceable against Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or

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limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)  Accuracy of Information.    All information heretofore furnished by Originator or any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Originator or any of its Affiliates to Buyer (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)  Use of Proceeds.    No proceeds of the Purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)  Good Title.    Immediately prior to the transfer hereunder of any Receivable, Originator shall be the legal and beneficial owner of each such Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Originator’s ownership interest in each Receivable, its Collections and the Related Security.

(j)  Perfection.    This Agreement, together with the filing by Agent of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Originator) legal and equitable title to, with the right to sell and encumber each Receivable existing and hereafter arising, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Receivables, the Related Security and the Collections.

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(k)  Places of Business.    The principal places of business and chief executive office of Originator and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Originator’s Federal Employer Identification Number is correctly set forth on Exhibit II.

(l)  Collections.    The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Originator at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III.

(m)  Material Adverse Effect.    Since June 30, 2000 no event has occurred that would have a Material Adverse Effect.

(n) Names.    In the past five (5) years, Originator has not used any corporate names, trade names or assumed names other than as listed on Exhibit II.

(o) Ownership of Originator.    CMI owns, directly or indirectly, 100% of the issued and outstanding capital stock of Originator, free and clear of any Adverse Claim.

(p)    Not a Holding Company or an Investment Company.    Originator is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Originator is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)  Compliance with Law.    Originator has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except to the extent that any contravention or violation could not reasonably be expected to have a Material Adverse Effect.

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(r)  Compliance with Credit and Collection Policy.    Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy.

(s)  Payments to Originator.    With respect to each Receivable transferred to Buyer hereunder, the Purchase Price received by Originator constitutes reasonably equivalent value in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by Originator of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)  Enforceability of Contracts.    Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u)  Eligible Receivables.    Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date it came into existence was an Eligible Receivable on such date.

(v)  Accounting.    The manner in which Originator will account for the transactions contemplated by this Agreement is not inconsistent with the characterization or treatment of each transfer hereunder as having the effect of a true sale.

(w)  Compliance with Representations.    On and as of the date of the Purchase and on and as of each subsequent date each Receivable comes into existence, Originator hereby represents and warrants that all of the other representations and warranties set forth in this Article II are true and correct on and as of each such date (and after giving effect to all Receivables in existence on each such date) as though made on and as of each such date.

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ARTICLE III

CONDITIONS OF PURCHASE

SECTION 3.1   Conditions Precedent to Purchase.    The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

SECTION 3.2   Conditions Precedent to Subsequent Payments.    Buyer’s obligation to pay for Receivables coming into existence after the date hereof shall be subject to the further conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request.

ARTICLE IV

COVENANTS

SECTION 4.1   Affirmative Covenants of Originator.    Until the date on which this Agreement terminates in accordance with its terms, Orginator hereby covenants as set forth below:

(a)  Financial Reporting.    Originator will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to Buyer (or its assigns):

(i)  Copies of Notices.    Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than Buyer, the Agent or FALCON, copies of the same.

(ii)  Change in Credit and Collection Policy.    At least thirty (30) days prior to the effectiveness of any material change in or amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment.

(iii)  Other Information.    Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of Originator as

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Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement.

(b)  Notices.    Originator will notify the Buyer (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)  Amortization Events or Potential Amortization Events.    The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of Originator.

(ii)  Judgment and Proceedings.    (1) The entry of any judgment or decree against Originator or any of its Subsidiaries, in each case, which is reasonably likely to create liability to such Person in excess of $10,000,000 in the aggregate for all such circumstances; or (2) the institution of any material litigation, arbitration proceeding or governmental proceeding against Originator.

(iii)  Material Adverse Effect.    The occurrence of any event or condition that has, or could reasonably be expected to have, a Material Adverse Effect.

(iv)  Defaults Under Other Agreements.    The occurrence of a default or an event of default under any other material financing arrangement pursuant to which Originator is a debtor or an obligor.

(v)  Downgrade of the Originator.    Any downgrade in the rating of any Indebtedness of the Originator by Standard and Poor’s Ratings Group or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

(c)  Compliance with Laws and Preservation of Corporate Existence.    Originator will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect. Originator will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted except to the

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extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

(d)  Audits.    Originator will furnish to Buyer (or its assigns) from time to time such information with respect to it and the Receivables as Buyer (or its assigns) may reasonably request. Originator will, from time to time during regular business hours as requested by Buyer (or its assigns), upon reasonable notice and at the sole cost of Originator, permit Buyer (or its assigns) or their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of Originator relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of Originator for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Originator’s financial condition or the Receivables and the Related Security or Originator’s performance under any of the Transaction Documents or Originator’s performance under the Contracts and, in each case, with any of the officers or employees of Originator having knowledge of such matters. The extent to which Originator shall be liable in respect of costs and expenses incurred by the Agent in connection with the activities contemplated in this Section 4.1(d) shall be as set forth in the Ancillary Costs Agreement

(e)  Keeping and Marking of Records and Books.

(i)  Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the timely identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Originator will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)  Originator will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the

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Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or its assigns), (x) at any time, following the occurrence of an Amortization Event, at which the Agent is considering the termination of Seller as Servicer, mark each Contract with a legend describing Buyer’s ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) and (y) after the termination of the Buyer as Servicer or any Originator as Sub-Servicer, deliver to Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f)  Compliance with Contracts and Credit and Collection Policy.    Originator will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect, and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. Originator will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns.

(g)  Ownership.    Originator will take all necessary action to establish and maintain, irrevocably in Buyer, legal and equitable title to the Receivables, the Related Security and the Collections, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its assigns) may reasonably request).

(h)  Purchasers’ Reliance.    Originator acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of

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Originator and any Affiliates thereof and not just a division of Originator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

(i)  Collections.    Originator will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Originator or any Affiliate of Originator, Originator will remit (or will cause all such payments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, Originator will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns. Originator will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Purchase Agreement.

(j)  Taxes.    Originator will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing, except those which are being contested in good faith by appropriate proceedings, provided that adequate reserves for such contested taxes have been established in accordance with GAAP and the relevant governmental authority shall not have commenced any enforcement proceedings seeking recourse against any assets of the Originator in respect of such contested taxes.

(k)  Insurance.    Originator will maintain in effect, or cause to be maintained in effect, at Originator’s own expense, such casualty and liability insurance as

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Originator deems appropriate in its good faith business judgement. Buyer and the Agent, for the benefit of the Purchasers, shall be named as additional insureds with respect to all such liability insurance maintained by Originator. Originator will pay or cause to be paid, the premiums therefor and deliver to Buyer and the Agent evidence satisfactory to Buyer and the Agent of such insurance coverage. Copies of the insurance certificates for any such policies shall be furnished to Buyer, the Agent and any Purchaser upon Buyer’s, the Agent’s or such Purchaser’s request. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Originator’s obligations hereunder.

SECTION 4.2   Negative Covenants of Originator.    Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants that:

(a)  Name Change, Offices and Records.    Originator will not change its name, identity or corporate structure (within the meaning of Section 9–402(7) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given Buyer (or its assigns) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.

(b)  Change in Payment Instructions to Obligors.    Originator will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)  Modifications to Contracts and Credit and Collection Policy.    Originator will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as otherwise permitted in its capacity as a Sub-Servicer pursuant to Article VIII of the Purchase Agreement and

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Article VII of this Agreement, Originator will not extend, amend or otherwise materially modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d)  Sales, Liens.    Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under Originator. Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory unless (i) in the case of any inventory, either (A) such Adverse Claim by its express terms is extinguished or released upon the sale, transfer or other disposition of such inventory or (B) such Adverse Claim is a nonconsensual lien arising by operation of law and the indebtedness or obligations secured thereby are not then due and payable, and (ii) if requested by the Agent, the applicable lienholder shall have entered into an intercreditor agreement with the Agent in the form and substance satisfactory to the Agent.

(e)  Accounting for Purchase.    Originator will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale of the Receivables and the Related Security by Originator to Buyer or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of the Receivables and the Related Security by Originator to Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles.

ARTICLE V

AMORTIZATION EVENTS

SECTION 5.1   Amortization Events.    The occurrence of any one or more of the following events shall constitute an Amortization Event:

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(a)  Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business Days.

(b)  Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material way when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event hereunder if a Purchase Price Credit Adjustment (and any related payment by Originator) is duly and timely made in accordance with Section 1.3 hereof.

(c)  Failure of CMI or any of its Subsidiaries or Affiliates to pay any Indebtedness when due in an aggregate amount in excess of $10,000,000; or the default by CMI or any of its Subsidiaries or Affiliates in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of CMI or any of its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(d) (i)  Originator or any of its Subsidiaries or Affiliates shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against Originator or any of its Subsidiaries or Affiliates seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, provided, that in the case of an involuntary proceeding instituted against Originator or any of its Subsidiaries or Affiliates, the Amortization Date shall not occur or be declared for 60 days after such proceeding is instituted unless Originator shall at any time during such period consent to or acquiesce in the continuance or

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maintenance of such proceeding or (ii) Originator or any of its Subsidiaries or Affiliates shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) of this subsection (d).

(e)  A Change of Control shall occur.

(f)  One or more final judgments for the payment of money shall be entered against Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall (i) individually or in the aggregate for all judgments then outstanding against the Originator and any of its Affiliates exceed an amount equal to $10,000,000, and (ii) continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.

SECTION 5.2   Remedies.    Upon the occurrence and during the continuation of an Amortization Event, Buyer may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by Originator; provided, however, that upon the occurrence of Amortization Event described in Section 5.1(d) (subject to the proviso therein), or of an actual or deemed entry of an order for relief with respect to Originator under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by Originator and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by Buyer to Originator. The aforementioned rights and remedies shall be in addition to all other rights and remedies of Buyer and its assigns available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE VI

INDEMNIFICATION

SECTION 6.1   Indemnities by Originator.    Without limiting any other rights that Buyer may have hereunder or under applicable law, Originator hereby agrees to indemnify Buyer and its assigns (including, without limitation, the Purchasers and the Agent), officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes and liabilities, reasonable costs and expenses and for all other amounts payable,

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including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding, however:

(i)  Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii)  Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii)  taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization;

provided, however, that nothing contained in this sentence shall limit the liability of Originator or limit the recourse of Buyer to Originator for amounts otherwise specifically provided to be paid by Originator under the terms of any other provision of this Agreement. Without limiting the generality of the foregoing indemnification, Originator shall indemnify Buyer for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Originator) relating to or resulting from:

(i)  any representation or warranty made by Originator (or any officers of Originator) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by Originator pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(iv)  the failure by Originator, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure

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of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(v)  any failure of Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(vi)  any products liability or similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract;

(vii)  any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(viii)  the commingling of Collections of Receivables at any time with other funds;

(ix)  any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase, the ownership of the Receivables or any other investigation, litigation or proceeding relating to Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(x)  any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(xi)  any Amortization Event described in Section 5.1(d);

(xii)  any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections, free and clear

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of any Adverse Claim (except as created by the Transaction Documents);

(xiii)  any action or omission by Originator which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; and

(xiv)  any attempt by any Person to void the Purchase hereunder under statutory provisions or common law or equitable action.

SECTION 6.2   Other Costs and Expenses.    Originator shall pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Originator shall pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

ARTICLE VII

ADMINISTRATION AND COLLECTION

SECTION 7.1   Designation of Sub-Servicer.    Originator has been designated, and has agreed to actas a sub-servicer (“Sub-Servicer”) for Buyer in Buyer’s capacity as Servicer pursuant to the terms of the Purchase Agreement, receipt of a complete copy of which is hereby acknowledged by Originator, and to perform all of the duties and obligations of the Servicer set forth herein and in the Purchase Agreement with respect to all Receivables originated by Originator, and the Related Security related thereto and Collections thereof.

SECTION 7.2   Collection Accounts.    Originator hereby transfers to Buyer the exclusive ownership and control of each Lock-Box and Collection Account owned by it. Originator hereby authorizes Buyer, and agrees that Buyer shall be entitled to (i) endorse Originator’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of Buyer.

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SECTION 7.3   Responsibilities of Originator.    Anything herein to the contrary notwithstanding, the exercise by Buyer (or its assignees) of its rights hereunder shall not release Sub-Servicer from any of its duties or obligations with respect to any Receivables or under the related Contracts or Invoices. Buyer shall have no obligation or liability with respect to any Receivables or related Contracts or Invoices, nor shall Buyer be obligated to perform the obligations of Originator.

SECTION 7.4   Servicing Fees.    In consideration of Sub-Servicer’s agreement to perform the duties and obligations of the Servicer under the Purchase Agreement, Buyer hereby agrees that, so long as Originator shall continue to perform as Sub-Servicer hereunder, Buyer shall pay over to Originator a fee (the “Sub-Servicing Fee”) on each Settlement Date, in arrears for the immediately preceding calendar month, equal to Originator’s ratable share of the Servicing Fee (measured by the relative percentage the Receivables bear to all “Receivables” under the Purchase Agreement during such immediately preceding month) paid to Buyer under the Purchase Agreement, as compensation for its servicing activities.

SECTION 7.5   Monthly Report.    On each Reporting Date, and at such other times as Buyer or the Agent may request, the Sub-Servicer shall prepare and forward to Buyer and the Agent a report substantially in the form of Exhibit VI relating to the Receivables during the Calculation Period then most recently ended.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1   Waivers and Amendments.

(a)  No failure or delay on the part of Buyer (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)  No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by Originator and Buyer and, to the extent required under the Purchase Agreement, the Agent and the Financial Institutions or the Required Financial Institutions.

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SECTION 8.2   Notices.    Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 8.2.

SECTION 8.3   Protection of Ownership Interests of Buyer.

(a)  Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time upon the occurrence of an Amortization Event and during the continuation thereof, Buyer (or its assigns) may, at Originator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

(b)  If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on behalf of Originator (i) following a failure on the part of Originator to execute the financing statements referred to below on its own behalf, to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns)

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in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

SECTION 8.4   Confidentiality.

(a)  Originator shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to the Agent and FALCON and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Originator and its officers and employees may disclose such information to Originator’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b)  Each of the Financial Institutions, FALCON and the Agent shall maintain and shall cause each of its employees and officers to maintain the confidentiality of nonpublic proprietary information with respect to Originator and its business obtained by it in connection with the connection with the structuring, negotiating and execution of the transactions contemplated herein. Anything herein to the contrary notwithstanding, Originator hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent, the Financial Institutions or FALCON by each other or (ii) by the Agent to any rating agency or provider of a surety, guaranty or credit or liquidity enhancement to FALCON or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (having the force or effect of law). The Agent or the Purchasers may disclose any nonpublic information with respect to the Originator to any prospective or actual assignee or participant of any of them or to any Commercial Paper dealer, with the prior written consent of CMI, provided that the Agent and the Purchasers may disclose any nonpublic information to any such Person, without the consent of CMI, any other Originator or any other Person, if such information is presented on a portfolio basis, does not explicitly refer to Originator and does not disclose specific financial information in respect of the Originator.

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SECTION 8.5   Bankruptcy Petition.

(a)  Originator and Buyer each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of FALCON, it will not institute against, or join any other Person in instituting against, FALCON any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b)  Originator hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of JWP Receivables Corporation under the Purchase Agreement, it will not institute against, or join in any other Person in instituting against, JWP Receivables Corporation any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other similar proceeding under the laws of the United States or any state of the United States.

SECTION 8.6   CHOICE OF LAW.    THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

SECTION 8.7   CONSENT TO JURISDICTION.    ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR

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PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

SECTION 8.8   WAIVER OF JURY TRIAL.    EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

SECTION 8.9   Integration; Binding Effect; Survival of Terms.

(a)  This Agreement, the Subordinated Note and each Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by Originator pursuant to Article II, (ii) the indemnification and payment provisions of Article VI, and Section 8.5 shall be continuing and shall survive any termination of this Agreement.

SECTION 8.10   Counterparts; Severability; Section References.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,”

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“Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

JOHNSON POLYMER, INC.
By:	/s/    FRANCISCO SANCHEZ
	Francisco Sanchez Corporate Treasurer
Address: 8310 16th Street P.O. Box 902 Sturtevant, WI 53177-0902

JWPR CORPORATION
By:	/s/    FRANCISCO SANCHEZ
	Francisco Sanchez Vice President
Address: c/o M&I Portfolio Services Inc. 3993 Howard Hughes Parkway, Suite 100 Las Vegas, NV 89109

Signature Page to

JPI Receivables Sale Agreement

EXHIBIT I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement.

“Agent” has the meaning set forth in the Preliminary Statements to the Agreement.

“Agreement” means the Receivables Sale Agreement, dated as of March 2, 2001, between Originator and Buyer, as the same may be amended, restated or otherwise modified.

“Amortization Date” means the earliest to occur of (i) the Facility Termination Date, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 5.1(d) (subject to the proviso therein with regard to involuntary proceedings), (iii) the Business Day specified in a written notice from Buyer to Originator following the occurrence of any other Amortization Event, and (iv) the date which is 60 Business Days after Buyer’s (and, if the Purchase Agreement shall then be in effect, the Agent’s) receipt of written notice from Originator that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning set forth in Section 5.1 of the Agreement.

“Authorized Officer” means, with respect to Originator, its corporate president, secretary, controller, treasurer or chief financial officer or any vice president.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business.

“Buyer” has the meaning set forth in the preamble to the Agreement.

“Calculation Period” means each “Reporting Period” (as defined in the Purchase Agreement) or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the Purchase of Receivables hereunder and the final Calculation Period shall terminate on the Amortization Date.

“CMI” means S.C. Johnson Commercial Markets, Inc., a Delaware corporation, and its successors.

“Credit and Collection Policy” means Originator’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit IV, as modified from time to time in accordance with the Agreement.

“Default Fee” means a per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum.

“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in Section 1.3(a) of the Agreement.

“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors. Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment in respect of Purchase which occurred during any Calculation Period ending prior to the Calculation Period during which Originator and Buyer agree to make such change.

“FALCON” has the meaning set forth in the Preliminary Statements to the Agreement.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended and any successor statute thereto.

“Intended Characterization” means, for income tax purposes, the characterization of the acquisition by the Purchasers of Purchaser Interests under the

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Purchase Agreement as a loan or loans by the Purchasers to Buyer secured by the Receivables, the Related Security and the Collections.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of Originator, (ii) the ability of Originator to perform its obligations under the Agreement or any other Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) Originator’s, Buyer’s, the Agent’s or any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Minimum Net Worth” has the meaning assigned in the Purchase Agreement.

“Net Worth” means as of the last Business Day of each Calculation Period preceding any date of determination, the lesser of (i) the excess of (a) a percentage equal to one minus the Discount Factor of the aggregate Outstanding Balance of all “Receivables” under and as defined in the Purchase Agreement at such time, over (b) the sum of (x) the aggregate Capital outstanding at such time, plus (y) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination) hereunder and all “Subordinated Loans” under all of the other Receivables Sale Agreements, and (ii) the shareholders equity of Buyer at such time.

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was purchased by Buyer.

“Originator” has the meaning set forth in the preamble to the Agreement.

“Potential Amortization Event” means an event which, with the lapse of a grace period or the giving of notice, or both, would constitute an Amortization Event.

“Prime Rate” means the rate published in the Wall Street Journal as the ‘Prime Rate’.

“Purchase” means the purchase under the Agreement by Buyer from Originator of the Receivables, the Related Security and the Collections related thereto, together with all related rights in connection therewith.

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“Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.

“Purchase Price” means, with respect to the Purchase, the aggregate price to be paid by Buyer to Originator for such Purchase in accordance with Section 1.2 of the Agreement for the Receivables, Collections and Related Security being sold to Buyer on such date, which price shall equal (i) the product of (x) the Original Balance of such Receivables, multipliedby (y) one minus the Discount Factor then in effect, minus (ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.3 of the Agreement.

“Purchase Price Credit” has the meaning set forth in Section 1.3 of the Agreement.

“Purchaser” means FALCON or a Financial Institution, as applicable.

“Receivable” means the indebtedness and other obligations owed to Originator (without giving effect to any transfer or conveyance under the Agreement) or Buyer (after giving effect to the transfers under the Agreement) whether constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by Originator and includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction.

“Related Security” means, with respect to any Receivable:

(i)  all of Originator’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)  all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and

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security agreements describing any collateral securing such Receivable,

(iii)  all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)  all service contracts and other contracts and agreements associated with such Receivable,

(v)  all Records related to such Receivable, and

(vi)  all proceeds of any of the foregoing.

“Reporting Date” has the meaning assigned in the Purchase Agreement.

“Settlement Date” has the meaning assigned in the Purchase Agreement.

“Subordinated Loan” has the meaning set forth in Section 1.2(a) of the Agreement.

“Subordinated Note” means a promissory note in substantially the form of Exhibit V hereto as more fully described in Section 1.2 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Originator.

“Transaction Documents” means, collectively, the Purchase Agreement, this Agreement, the Transfer Agreement, each Collection Account Agreement, the Subordinated Note and all other instruments, documents and agreements executed and delivered in connection herewith.

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“Transfer Agreement” means, that certain Receivables Sale and Contribution Agreement of even date herewith among all Originators, JWPI Investments, Inc. and Buyer.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

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EX-10.19

Exhibit 10.19

RECEIVABLES SALE AGREEMENT

DATED AS OF MARCH 2, 2001

BETWEEN

U S CHEMICAL CORPORATION,

as Originator

AND

JWPR CORPORATION,

as Buyer

TABLE OF CONTENTS

		Page
ARTICLE I	AMOUNTS AND TERMS	2
Section 1.1	Purchase of Receivables.	2
Section 1.2	Payment for the Purchase	3
Section 1.3	Purchase Price Credit Adjustments	5
Section 1.4	Payments and Computations, Etc	5
Section 1.5	Transfer of Records	6
Section 1.6	Characterization	7
ARTICLE II	REPRESENTATIONS AND WARRANTIES	7
Section 2.1	Representations and Warranties of Originator	7
ARTICLE III	CONDITIONS OF PURCHASE	12
Section 3.1	Conditions Precedent to Purchase	12
Section 3.2	Conditions Precedent to Subsequent Payments	12
ARTICLE IV	COVENANTS	12
Section 4.1	Affirmative Covenants of Originator	12
Section 4.2	Negative Covenants of Originator	17
ARTICLE V	AMORTIZATION EVENTS	18
Section 5.1	Amortization Events	18
Section 5.2	Remedies	20
ARTICLE VI	INDEMNIFICATION	20
Section 6.1	Indemnities by Originator	20
Section 6.2	Other Costs and Expenses	23
ARTICLE VII	ADMINISTRATION AND COLLECTION	23
Section 7.1	Designation of Sub-Servicer	23
Section 7.2	Collection Accounts	23

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TABLE OF CONTENTS

(continued)

		Page
Section 7.3	Responsibilities of Originator	24
Section 7.4	Servicing Fees	24
Section 7.5	Monthly Report	24
ARTICLE VIII	MISCELLANEOUS	24
Section 8.1	Waivers and Amendments	24
Section 8.2	Notices	25
Section 8.3	Protection of Ownership Interests of Buyer.	25
Section 8.4	Confidentiality	26
Section 8.5	Bankruptcy Petition	27
Section 8.6	Choice of Law	27
Section 8.7	Consent to Jurisdiction	27
Section 8.8	Waiver of Jury Trial	28
Section 8.9	Integration; Binding Effect; Survival of Terms	28
Section 8.10	Counterparts; Severability; Section References	28

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Exhibits and Schedules

EXHIBIT I	—	Definitions
EXHIBIT II	—	Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
EXHIBIT III	—	Lock-Boxes; Collection Accounts; Collection Banks
EXHIBIT IV	—	Credit and Collection Policy
EXHIBIT V	—	Form of Subordinated Note
EXHIBIT VI	—	Form of Monthly Report
SCHEDULE A	—	List of Documents to Be Delivered to Buyer Prior to the Purchase

RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of March 2, 2001 is by and between U S Chemical Corporation, a Wisconsin corporation (“Originator”), and JWPR Corporation, a Nevada corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator.

Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of March 2, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, Falcon Asset Securitization Corporation (“FALCON”), the financial institutions from time to time party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for FALCON and such Financial Institutions (in such capacity, the “Agent”).

ARTICLE I

AMOUNTS AND TERMS

SECTION 1.1   Purchase of Receivables.

(a)  Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof; provided, that, Buyer shall be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

(b)  It is the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.3, the sale of Receivables hereunder is made without recourse to Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of

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the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, Originator agrees that it will, on or prior to the date hereof and in accordance with Section 4.1(e)(ii), mark its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been sold to Buyer. Upon the request of Buyer or the Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Agent (as Buyer’s assignee) may reasonably request.

SECTION 1.2   Payment for the Purchase.

(a)  The Purchase Price for the Purchase of Receivables, if any, not otherwise conveyed under the Transfer Agreement which are in existence on the close of business on the Business Day immediate preceding the date hereof (the “Initial Cutoff Date”) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:

(i)  by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement, and

(ii) the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a “Subordinated Loan”) in an amount not to exceed the least of (i) the remaining unpaid portion of such Purchase Price, and (ii) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Minimum Net Worth. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.

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The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).

(b)  With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:

first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand; and

second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii);

Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.

(c)  From and after the Amortization Date, Originator shall not be obligated to (but may, at its option) sell Receivables to Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.

(d)  Although the Purchase Price for each Receivable coming into existence after the date hereof shall be due and payable in full by Buyer to Originator on the date such Receivable came into existence, and although Buyer intends in the ordinary course to remit to Originator on a daily basis amounts (to the extent available therefor under the Purchase Agreement) from collections on the

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Receivables for application to the Purchase Price obligation then outstanding, settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables coming into existence during the same Calculation Period and based on the information contained in the Monthly Report delivered by the Sub-Servicer pursuant to Article VII for the Calculation Period then most recently ended. Although settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.

SECTION 1.3   Purchase Price Credit Adjustments.    If on any day:

(a)  the Outstanding Balance of a Receivable is:

(i) reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Originator (other than cash Collections on account of the Receivables),

(ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or

(b) any of the representations and warranties set forth in Article II are no longer true with respect to any Receivable,

then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If the aggregate amount of all Purchase Price Credits during any Calculation Period shall exceed the aggregate amount of Purchase Price payable in respect of Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortization Date has not occurred, Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

SECTION 1.4   Payments and Computations, Etc.    All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the

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terms hereof on the day when due in immediately available funds to the account of Originator designated from time to time by Originator or as otherwise directed by Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

SECTION 1.5   Transfer of Records.

(a)  In connection with the Purchase of Receivables hereunder, Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided that should the consent of any licensor of Originator to such grant of the license described herein be required, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

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(b)  Originator (i) shall take such action requested by Buyer and/or the Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

SECTION 1.6   Characterization.    If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, Originator hereby grants to Buyer a duly perfected security interest in all of Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1   Representations and Warranties of Originator.    Originator hereby represents and warrants to Buyer that:

(a)  Corporate Existence and Power.    Originator is (1) a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and (2) is duly qualified to do business and is in good standing as a foreign corporation and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except in the case of (2) to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

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(b)  Power and Authority; Due Authorization Execution and Delivery.    The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, Originator’s use of the proceeds of the Purchase made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which Originator is a party has been duly executed and delivered by Originator.

(c)  No Conflict.    The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by–laws (or equivalent organizational documents), (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Originator or its Subsidiaries (except as created by the Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)  Governmental Authorization.    Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)  Actions, Suits.    There are no actions, suits or proceedings pending, or to the best of Originator’s knowledge, threatened, against or affecting Originator, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Originator is not in default with respect to any order of any court, arbitrator or governmental body.

(f)  Binding Effect.    This Agreement and each other Transaction Document to which Originator is a party constitute the legal, valid and binding obligations of Originator enforceable against Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or

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limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)  Accuracy of Information.    All information heretofore furnished by Originator or any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Originator or any of its Affiliates to Buyer (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)  Use of Proceeds.    No proceeds of the Purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)  Good Title.    Immediately prior to the transfer hereunder of any Receivable, Originator shall be the legal and beneficial owner of each such Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Originator’s ownership interest in each Receivable, its Collections and the Related Security.

(j)  Perfection.    This Agreement, together with the filing by Agent of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Originator) legal and equitable title to, with the right to sell and encumber each Receivable existing and hereafter arising, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Receivables, the Related Security and the Collections.

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(k)  Places of Business.    The principal places of business and chief executive office of Originator and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Originator’s Federal Employer Identification Number is correctly set forth on Exhibit II.

(l)  Collections.    The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Originator at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III.

(m)  Material Adverse Effect.    Since June 30, 2000 no event has occurred that would have a Material Adverse Effect.

(n)  Names.    In the past five (5) years, Originator has not used any corporate names, trade names or assumed names other than as listed on Exhibit II.

(o)  Ownership of Originator.    CMI owns, directly or indirectly, 100% of the issued and outstanding capital stock of Originator, free and clear of any Adverse Claim.

(p)  Not a Holding Company or an Investment Company.    Originator is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Originator is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)  Compliance with Law.    Originator has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except to the extent that any contravention or violation could not reasonably be expected to have a Material Adverse Effect.

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(r)  Compliance with Credit and Collection Policy.    Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy.

(s)  Payments to Originator.    With respect to each Receivable transferred to Buyer hereunder, the Purchase Price received by Originator constitutes reasonably equivalent value in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by Originator of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)  Enforceability of Contracts.    Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u)  Eligible Receivables.    Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date it came into existence was an Eligible Receivable on such date.

(v)  Accounting.    The manner in which Originator will account for the transactions contemplated by this Agreement is not inconsistent with the characterization or treatment of each transfer hereunder as having the effect of a true sale.

(w)  Compliance with Representations.    On and as of the date of the Purchase and on and as of each subsequent date each Receivable comes into existence, Originator hereby represents and warrants that all of the other representations and warranties set forth in this Article II are true and correct on and as of each such date (and after giving effect to all Receivables in existence on each such date) as though made on and as of each such date.

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ARTICLE III

CONDITIONS OF PURCHASE

SECTION 3.1   Conditions Precedent to Purchase.    The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

SECTION 3.2   Conditions Precedent to Subsequent Payments.    Buyer’s obligation to pay for Receivables coming into existence after the date hereof shall be subject to the further conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request.

ARTICLE IV

COVENANTS

SECTION 4.1   Affirmative Covenants of Originator.    Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants as set forth below:

(a)  Financial Reporting.    Originator will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to Buyer (or its assigns):

(i)  Copies of Notices.    Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than Buyer, the Agent or FALCON, copies of the same.

(ii)  Change in Credit and Collection Policy.    At least thirty (30) days prior to the effectiveness of any material change in or amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment.

(iii)  Other Information.    Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of Originator as

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Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement.

(b)  Notices.    Originator will notify the Buyer (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)  Amortization Events or Potential Amortization Events.    The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of Originator.

(ii)  Judgment and Proceedings.    (1) The entry of any judgment or decree against Originator or any of its Subsidiaries, in each case, which is reasonably likely to create liability to such Person in excess of $10,000,000 in the aggregate for all such circumstances; or (2) the institution of any material litigation, arbitration proceeding or governmental proceeding against Originator.

(iii)  Material Adverse Effect.    The occurrence of any event or condition that has, or could reasonably be expected to have, a Material Adverse Effect.

(iv)  Defaults Under Other Agreements.    The occurrence of a default or an event of default under any other material financing arrangement pursuant to which Originator is a debtor or an obligor.

(v)  Downgrade of the Originator.    Any downgrade in the rating of any Indebtedness of the Originator by Standard and Poor’s Ratings Group or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

(c)  Compliance with Laws and Preservation of Corporate Existence.    Originator will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect. Originator will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted except to the

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extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

(d)  Audits.    Originator will furnish to Buyer (or its assigns) from time to time such information with respect to it and the Receivables as Buyer (or its assigns) may reasonably request. Originator will, from time to time during regular business hours as requested by Buyer (or its assigns), upon reasonable notice and at the sole cost of Originator, permit Buyer (or its assigns) or their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of Originator relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of Originator for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Originator’s financial condition or the Receivables and the Related Security or Originator’s performance under any of the Transaction Documents or Originator’s performance under the Contracts and, in each case, with any of the officers or employees of Originator having knowledge of such matters. The extent to which Originator shall be liable in respect of costs and expenses incurred by the Agent in connection with the activities contemplated in this Section 4.1(d) shall be as set forth in the Ancillary Costs Agreement

(e)  Keeping and Marking of Records and Books.

(i)  Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the timely identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Originator will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)  Originator will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the

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Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or its assigns), (x) at any time, following the occurrence of an Amortization Event, at which the Agent is considering the termination of Seller as Servicer, mark each Contract with a legend describing Buyer’s ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) and (y) after the termination of the Buyer as Servicer or any Originator as Sub-Servicer, deliver to Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f)  Compliance with Contracts and Credit and Collection Policy.    Originator will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect, and (ii) comply in all material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. Originator will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns.

(g)  Ownership.    Originator will take all necessary action to establish and maintain, irrevocably in Buyer, legal and equitable title to the Receivables, the Related Security and the Collections, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its assigns) may reasonably request).

(h)  Purchasers’ Reliance.    Originator acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of

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Originator and any Affiliates thereof and not just a division of Originator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

(i)  Collections.    Originator will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Originator or any Affiliate of Originator, Originator will remit (or will cause all such payments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, Originator will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns. Originator will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Purchase Agreement.

(j)  Taxes.    Originator will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing, except those which are being contested in good faith by appropriate proceedings, provided that adequate reserves for such contested taxes have been established in accordance with GAAP and the relevant governmental authority shall not have commenced any enforcement proceedings seeking recourse against any assets of the Originator in respect of such contested taxes.

(k)  Insurance.    Originator will maintain in effect, or cause to be maintained in effect, at Originator’s own expense, such casualty and liability insurance as

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Originator deems appropriate in its good faith business judgement. Buyer and the Agent, for the benefit of the Purchasers, shall be named as additional insureds with respect to all such liability insurance maintained by Originator. Originator will pay or cause to be paid, the premiums therefor and deliver to Buyer and the Agent evidence satisfactory to Buyer and the Agent of such insurance coverage. Copies of the insurance certificates for any such policies shall be furnished to Buyer, the Agent and any Purchaser upon Buyer’s, the Agent’s or such Purchaser’s request. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Originator’s obligations hereunder.

SECTION  4.2     Negative Covenants of Originator.    Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants that:

(a)  Name Change, Offices and Records.    Originator will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given Buyer (or its assigns) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.

(b)  Change in Payment Instructions to Obligors.    Originator will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)  Modifications to Contracts and Credit and Collection Policy.    Originator will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as otherwise permitted in its capacity as a Sub-Servicer pursuant to Article VIII of the Purchase Agreement and

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Article VII of this Agreement, Originator will not extend, amend or otherwise materially modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d)  Sales, Liens.    Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under Originator. Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory unless (i) in the case of any inventory, either (A) such Adverse Claim by its express terms is extinguished or released upon the sale, transfer or other disposition of such inventory or (B) such Adverse Claim is a nonconsensual lien arising by operation of law and the indebtedness or obligations secured thereby are not then due and payable, and (ii) if requested by the Agent, the applicable lienholder shall have entered into an intercreditor agreement with the Agent in the form and substance satisfactory to the Agent.

(e)  Accounting for Purchase.    Originator will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale of the Receivables and the Related Security by Originator to Buyer or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of the Receivables and the Related Security by Originator to Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles.

ARTICLE V

AMORTIZATION EVENTS

SECTION 5.1   Amortization Events.    The occurrence of any one or more of the following events shall constitute an Amortization Event:

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(a)  Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business Days.

(b)  Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material way when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event hereunder if a Purchase Price Credit Adjustment (and any related payment by Originator) is duly and timely made in accordance with Section 1.3 hereof.

(c)  Failure of CMI or any of its Subsidiaries or Affiliates to pay any Indebtedness when due in an aggregate amount in excess of $10,000,000; or the default by CMI or any of its Subsidiaries or Affiliates in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of CMI or any of its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(d)  (i)  Originator or any of its Subsidiaries or Affiliates shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against Originator or any of its Subsidiaries or Affiliates seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, provided, that in the case of an involuntary proceeding instituted against Originator or any of its Subsidiaries or Affiliates, the Amortization Date shall not occur or be declared for 60 days after such proceeding is instituted unless Originator shall at any time during such period consent to or acquiesce in the continuance or

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maintenance of such proceeding or (ii) Originator or any of its Subsidiaries or Affiliates shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) of this subsection (d).

(e)  A Change of Control shall occur.

(f)  One or more final judgments for the payment of money shall be entered against Originator on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall (i) individually or in the aggregate for all judgments then outstanding against the Originator and any of its Affiliates exceed an amount equal to $10,000,000, and (ii) continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.

SECTION 5.2   Remedies.    Upon the occurrence and during the continuation of an Amortization Event, Buyer may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by Originator; provided, however, that upon the occurrence of Amortization Event described in Section 5.1(d) (subject to the proviso therein), or of an actual or deemed entry of an order for relief with respect to Originator under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by Originator and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by Buyer to Originator. The aforementioned rights and remedies shall be in addition to all other rights and remedies of Buyer and its assigns available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE VI

INDEMNIFICATION

SECTION 6.1   Indemnities by Originator.    Without limiting any other rights that Buyer may have hereunder or under applicable law, Originator hereby agrees to indemnify Buyer and its assigns (including, without limitation, the Purchasers and the Agent), officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes and liabilities, reasonable costs and expenses and for all other amounts payable,

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including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding, however:

(i)  Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii)  Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii)  taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization;

provided, however, that nothing contained in this sentence shall limit the liability of Originator or limit the recourse of Buyer to Originator for amounts otherwise specifically provided to be paid by Originator under the terms of any other provision of this Agreement. Without limiting the generality of the foregoing indemnification, Originator shall indemnify Buyer for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Originator) relating to or resulting from:

(i)  any representation or warranty made by Originator (or any officers of Originator) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by Originator pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(iv)  the failure by Originator, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure

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of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(v)  any failure of Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(vi)  any products liability or similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract;

(vii)  any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(viii)  the commingling of Collections of Receivables at any time with other funds;

(ix)  any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase, the ownership of the Receivables or any other investigation, litigation or proceeding relating to Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(x)  any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(xi)  any Amortization Event described in Section 5.1(d);

(xii)  any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections, free and clear

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of any Adverse Claim (except as created by the Transaction Documents);

(xiii)  any action or omission by Originator which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; and

(xiv)  any attempt by any Person to void the Purchase hereunder under statutory provisions or common law or equitable action.

SECTION 6.2   Other Costs and Expenses.    Originator shall pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Originator shall pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

ARTICLE VII

ADMINISTRATION AND COLLECTION

SECTION 7.1   Designation of Sub-Servicer.    Originator has been designated, and has agreed to act as a sub-servicer (“Sub-Servicer”) for Buyer in Buyer’s capacity as Servicer pursuant to the terms of the Purchase Agreement, receipt of a complete copy of which is hereby acknowledged by Originator, and to perform all of the duties and obligations of the Servicer set forth herein and in the Purchase Agreement with respect to all Receivables originated by Originator, and the Related Security related thereto and Collections thereof.

SECTION 7.2   Collection Accounts.    Originator hereby transfers to Buyer the exclusive ownership and control of each Lock-Box and Collection Account owned by it. Originator hereby authorizes Buyer, and agrees that Buyer shall be entitled to (i) endorse Originator’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of Buyer.

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SECTION 7.3   Responsibilities of Originator.    Anything herein to the contrary notwithstanding, the exercise by Buyer (or its assignees) of its rights hereunder shall not release Sub-Servicer from any of its duties or obligations with respect to any Receivables or under the related Contracts or Invoices. Buyer shall have no obligation or liability with respect to any Receivables or related Contracts or Invoices, nor shall Buyer be obligated to perform the obligations of Originator.

SECTION 7.4   Servicing Fees.    In consideration of Sub-Servicer’s agreement to perform the duties and obligations of the Servicer under the Purchase Agreement, Buyer hereby agrees that, so long as Originator shall continue to perform as Sub-Servicer hereunder, Buyer shall pay over to Originator a fee (the “Sub-Servicing Fee”) on each Settlement Date, in arrears for the immediately preceding calendar month, equal to Originator’s ratable share of the Servicing Fee (measured by the relative percentage the Receivables bear to all “Receivables” under the Purchase Agreement during such immediately preceding month) paid to Buyer under the Purchase Agreement, as compensation for its servicing activities.

SECTION 7.5   Monthly Report.    On each Reporting Date, and at such other times as Buyer or the Agent may request, the Sub-Servicer shall prepare and forward to Buyer and the Agent a report substantially in the form of Exhibit VI relating to the Receivables during the Calculation Period then most recently ended.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1   Waivers and Amendments.

(a)  No failure or delay on the part of Buyer (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)  No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by Originator and Buyer and, to the extent required under the Purchase Agreement, the Agent and the Financial Institutions or the Required Financial Institutions.

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SECTION 8.2   Notices.    Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 8.2.

SECTION 8.3   Protection of Ownership Interests of Buyer.

(a)  Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time upon the occurrence of an Amortization Event and during the continuation thereof, Buyer (or its assigns) may, at Originator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

(b)  If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on behalf of Originator (i) following a failure on the part of Originator to execute the financing statements referred to below on its own behalf, to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns)

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in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

SECTION 8.4   Confidentiality.

(a)  Originator shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to the Agent and FALCON and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Originator and its officers and employees may disclose such information to Originator’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b)  Each of the Financial Institutions, FALCON and the Agent shall maintain and shall cause each of its employees and officers to maintain the confidentiality of nonpublic proprietary information with respect to Originator and its business obtained by it in connection with the connection with the structuring, negotiating and execution of the transactions contemplated herein. Anything herein to the contrary notwithstanding, Originator hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent, the Financial Institutions or FALCON by each other or (ii) by the Agent to any rating agency or provider of a surety, guaranty or credit or liquidity enhancement to FALCON or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (having the force or effect of law). The Agent or the Purchasers may disclose any nonpublic information with respect to the Originator to any prospective or actual assignee or participant of any of them or to any Commercial Paper dealer, with the prior written consent of CMI, provided that the Agent and the Purchasers may disclose any nonpublic information to any such Person, without the consent of CMI, any other Originator or any other Person, if such information is presented on a portfolio basis, does not explicitly refer to Originator and does not disclose specific financial information in respect of the Originator.

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SECTION 8.5   Bankruptcy Petition.

(a)  Originator and Buyer each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of FALCON, it will not institute against, or join any other Person in instituting against, FALCON any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b)  Originator hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of JWP Receivables Corporation under the Purchase Agreement, it will not institute against, or join in any other Person in instituting against, JWP Receivables Corporation any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other similar proceeding under the laws of the United States or any state of the United States.

SECTION 8.6   CHOICE OF LAW.    THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

SECTION 8.7   CONSENT TO JURISDICTION.    ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON–EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR

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PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

SECTION 8.8   WAIVER OF JURY TRIAL.    EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

SECTION 8.9   Integration; Binding Effect; Survival of Terms.

(a)  This Agreement, the Subordinated Note and each Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by Originator pursuant to Article II, (ii) the indemnification and payment provisions of Article VI, and Section 8.5 shall be continuing and shall survive any termination of this Agreement.

SECTION 8.10   Counterparts; Severability; Section References.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,”

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“Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

U S CHEMICAL CORPORATION
By:	/s/    FRANCISCO SANCHEZ
	Francisco Sanchez Vice President
Address:
1800 West Sarah Lane, Suite 310
Brookfield, WI 53045

JWPR CORPORATION
By:	/s/    FRANCISCO SANCHEZ
	Francisco Sanchez Vice President
Address:
c/o M&I Portfolio Services Inc.
3993 Howard Hughes Parkway,
Suite 100
Las Vegas, NV 89109

Signature Page to

USCHEM Receivables Sale Agreement

EXHIBIT I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement.

“Agent” has the meaning set forth in the Preliminary Statements to the Agreement.

“Agreement” means the Receivables Sale Agreement, dated as of March 2, 2001, between Originator and Buyer, as the same may be amended, restated or otherwise modified.

“Amortization Date” means the earliest to occur of (i) the Facility Termination Date, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 5.1(d) (subject to the proviso therein with regard to involuntary proceedings), (iii) the Business Day specified in a written notice from Buyer to Originator following the occurrence of any other Amortization Event, and (iv) the date which is 60 Business Days after Buyer’s (and, if the Purchase Agreement shall then be in effect, the Agent’s) receipt of written notice from Originator that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning set forth in Section 5.1 of the Agreement.

“Authorized Officer” means, with respect to Originator, its corporate president, secretary, controller, treasurer or chief financial officer or any vice president.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business.

“Buyer” has the meaning set forth in the preamble to the Agreement.

“Calculation Period” means each “Reporting Period” (as defined in the Purchase Agreement) or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the Purchase of Receivables hereunder and the final Calculation Period shall terminate on the Amortization Date.

“CMI” means S.C. Johnson Commercial Markets, Inc., a Delaware corporation, and its successors.

“Credit and Collection Policy” means Originator’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit IV, as modified from time to time in accordance with the Agreement.

“Default Fee” means a per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum.

“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in Section 1.3(a) of the Agreement.

“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors. Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment in respect of Purchase which occurred during any Calculation Period ending prior to the Calculation Period during which Originator and Buyer agree to make such change.

“FALCON” has the meaning set forth in the Preliminary Statements to the Agreement.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended and any successor statute thereto.

“Intended Characterization” means, for income tax purposes, the characterization of the acquisition by the Purchasers of Purchaser Interests under the

2

Purchase Agreement as a loan or loans by the Purchasers to Buyer secured by the Receivables, the Related Security and the Collections.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of Originator, (ii) the ability of Originator to perform its obligations under the Agreement or any other Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) Originator’s, Buyer’s, the Agent’s or any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Minimum Net Worth” has the meaning assigned in the Purchase Agreement.

“Net Worth” means as of the last Business Day of each Calculation Period preceding any date of determination, the lesser of (i) the excess of (a) a percentage equal to one minus the Discount Factor of the aggregate Outstanding Balance of all “Receivables” under and as defined in the Purchase Agreement at such time, over (b) the sum of (x) the aggregate Capital outstanding at such time, plus (y) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination) hereunder and all “Subordinated Loans” under all of the other Receivables Sale Agreements, and (ii) the shareholders equity of Buyer at such time.

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was purchased by Buyer.

“Originator” has the meaning set forth in the preamble to the Agreement.

“Potential Amortization Event” means an event which, with the lapse of a grace period or the giving of notice, or both, would constitute an Amortization Event.

“Prime Rate” means the rate published in the Wall Street Journal as the ‘Prime Rate’.

“Purchase” means the purchase under the Agreement by Buyer from Originator of the Receivables, the Related Security and the Collections related thereto, together with all related rights in connection therewith.

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“Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.

“Purchase Price” means, with respect to the Purchase, the aggregate price to be paid by Buyer to Originator for such Purchase in accordance with Section 1.2 of the Agreement for the Receivables, Collections and Related Security being sold to Buyer on such date, which price shall equal (i) the product of (x) the Original Balance of such Receivables, multiplied by (y) one minus the Discount Factor then in effect, minus (ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.3 of the Agreement.

“Purchase Price Credit” has the meaning set forth in Section 1.3 of the Agreement.

“Purchaser” means FALCON or a Financial Institution, as applicable.

“Receivable” means the indebtedness and other obligations owed to Originator (without giving effect to any transfer or conveyance under the Agreement) or Buyer (after giving effect to the transfers under the Agreement) whether constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by Originator and includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction.

“Related Security” means, with respect to any Receivable:

(i)  all of Originator’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)  all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and

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security agreements describing any collateral securing such Receivable,

(iii)  all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)  all service contracts and other contracts and agreements associated with such Receivable,

(v)  all Records related to such Receivable, and

(vi)  all proceeds of any of the foregoing.

“Reporting Date” has the meaning assigned in the Purchase Agreement.

“Settlement Date” has the meaning assigned in the Purchase Agreement.

“Subordinated Loan” has the meaning set forth in Section 1.2(a) of the Agreement.

“Subordinated Note” means a promissory note in substantially the form of Exhibit V hereto as more fully described in Section 1.2 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Originator.

“Transaction Documents” means, collectively, the Purchase Agreement, this Agreement, the Transfer Agreement, each Collection Account Agreement, the Subordinated Note and all other instruments, documents and agreements executed and delivered in connection herewith.

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“Transfer Agreement ” means, that certain Receivables Sale and Contribution Agreement of even date herewith among all Originators, JWPI Investments, Inc. and Buyer.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

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EX-10.20

Exhibit 10.20

RECEIVABLES SALE AGREEMENT

DATED AS OF MARCH 2, 2001

BETWEEN

S.C. JOHNSON COMMERCIAL MARKETS, INC.,

as Originator

AND

JWPR CORPORATION,

as Buyer

TABLE OF CONTENTS

		Page
ARTICLE I	AMOUNTS AND TERMS	2
Section 1.1	Purchase of Receivables	2
Section 1.2	Payment for the Purchase	3
Section 1.3	Purchase Price Credit Adjustments	5
Section 1.4	Payments and Computations, Etc	5
Section 1.5	Transfer of Records	6
Section 1.6	Characterization	7
ARTICLE II	REPRESENTATIONS AND WARRANTIES	7
Section 2.1	Representations and Warranties of Originator	7
ARTICLE III	CONDITIONS OF PURCHASE	12
Section 3.1	Conditions Precedent to Purchase	12
Section 3.2	Conditions Precedent to Subsequent Payments	12
ARTICLE IV	COVENANTS	12
Section 4.1	Affirmative Covenants of Originator	12
Section 4.2	Negative Covenants of Originator	18
ARTICLE V	AMORTIZATION EVENTS	19
Section 5.1	Amortization Events	19
Section 5.2	Remedies	21
ARTICLE VI	INDEMNIFICATION	21
Section 6.1	Indemnities by Originator	21
Section 6.2	Other Costs and Expenses	24
ARTICLE VII	ADMINISTRATION AND COLLECTION	24
Section 7.1	Designation of Sub-Servicer	24
Section 7.2	Collection Accounts	24

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TABLE OF CONTENTS

(continued)

		Page
Section 7.3	Responsibilities of Originator	24
Section 7.4	Servicing Fees	25
Section 7.5	Monthly Report	25
ARTICLE VIII	MISCELLANEOUS	25
Section 8.1	Waivers and Amendments	25
Section 8.2	Notices	25
Section 8.3	Protection of Ownership Interests of Buyer	26
Section 8.4	Confidentiality	26
Section 8.5	Bankruptcy Petition	27
Section 8.6	Choice of Law	28
Section 8.7	Consent to Jurisdiction	28
Section 8.8	Waiver of Jury Trial	28
Section 8.9	Integration; Binding Effect; Survival of Terms	29
Section 8.10	Counterparts; Severability; Section References	29

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Exhibits and Schedules

EXHIBIT I	—	Definitions
EXHIBIT II	—	Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
EXHIBIT III	—	Lock-Boxes; Collection Accounts; Collection Banks
EXHIBIT IV	—	Form of Compliance Certificate
EXHIBIT V	—	Credit and Collection Policy
EXHIBIT VI	—	Form of Subordinated Note
EXHIBIT VII	—	Form of Monthly Report
SCHEDULE A	—	List of Documents to Be Delivered to Buyer Prior to the Purchase

RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of March 2, 2001 is by and between S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“Originator”), and JWPR Corporation, a Nevada corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator.

Following the purchase of Receivables from Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of March 2, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, Falcon Asset Securitization Corporation (“FALCON”), the financial institutions from time to time party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for FALCON and such Financial Institutions (in such capacity, the “Agent”).

ARTICLE I

AMOUNTS AND TERMS

SECTION 1.1   Purchase of Receivables.

(a)  Effective on the date hereof, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Originator does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Originator, all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables thereafter arising through and including the Amortization Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof Buyer shall acquire all of Originator’s right, title and interest in and to (i) all Receivables, if any, not otherwise conveyed under the Transfer Agreement which are existing as of the close of business on the Business Day immediately prior to the date hereof and (ii) all Receivables thereafter arising through and including the Amortization Date, together with all Related Security relating thereto and all Collections thereof; provided, that, Buyer shall be obligated to pay the Purchase Price therefor in accordance with Section 1.2. In connection with the payment of the Purchase Price for any Receivables purchased hereunder, Buyer may request that Originator deliver, and Originator shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.

(b)  It is the intention of the parties hereto that the Purchase of Receivables made hereunder shall constitute a “sale of accounts” (as such term is used in Article 9 of the UCC), which sale is absolute and irrevocable and provides Buyer with the full benefits of ownership of the Receivables. Except for the Purchase Price Credits owed pursuant to Section 1.3, the sale of Receivables hereunder is made without recourse to Originator; provided, however, that (i) Originator shall be liable to Buyer for all representations, warranties and covenants made by Originator pursuant to the terms of the Transaction Documents to which Originator is a party, and (ii) such sale does not constitute and is not intended to result in an assumption by Buyer or any assignee thereof of any obligation of Originator or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of Originator. In view of the intention of

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the parties hereto that the Purchase of Receivables made hereunder shall constitute a sale of such Receivables rather than loans secured thereby, Originator agrees that it will, on or prior to the date hereof and in accordance with Section 4.1(e)(ii), mark its master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing that Buyer has purchased such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been sold to Buyer. Upon the request of Buyer or the Agent (as Buyer’s assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of Buyer’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as Buyer or the Agent (as Buyer’s assignee) may reasonably request.

SECTION 1.2   Payment for the Purchase.

(a)  The Purchase Price for the Purchase of Receivables, if any, not otherwise conveyed under the Transfer Agreement which are in existence on the close of business on the Business Day immediate preceding the date hereof (the “Initial Cutoff Date”) shall be payable in full by Buyer to Originator on the date hereof, and shall be paid to Originator in the following manner:

(i)  by delivery of immediately available funds, to the extent of funds made available to Buyer in connection with its subsequent sale of an interest in such Receivables to the Purchasers under the Purchase Agreement, and

(ii)  the balance, by delivery of the proceeds of a subordinated revolving loan from Originator to Buyer (a “Subordinated Loan”) in an amount not to exceed the least of (i) the remaining unpaid portion of such Purchase Price, and (ii) the maximum Subordinated Loan that could be borrowed without rendering Buyer’s Net Worth less than the Minimum Net Worth. The Originator is hereby authorized by Buyer to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of Buyer thereunder.

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The Purchase Price for each Receivable coming into existence after the Initial Cutoff Date shall be due and owing in full by Buyer to Originator or its designee on the date each such Receivable came into existence (except that Buyer may, with respect to any such Purchase Price, offset against such Purchase Price any amounts owed by Originator to Buyer hereunder and which have become due but remain unpaid) and shall be paid to Originator in the manner provided in the following paragraphs (b), (c) and (d).

(b)  With respect to any Receivables coming into existence after the date hereof, on each Settlement Date, Buyer shall pay the Purchase Price therefor in accordance with Section 1.2(d) and in the following manner:

first, by delivery of immediately available funds, to the extent of funds available to Buyer from its subsequent sale of an interest in the Receivables to the Agent for the benefit of the Purchasers under the Purchase Agreement or other cash on hand; and

second, by delivery of the proceeds of a Subordinated Loan, provided that the making of any such Subordinated Loan shall be subject to the provisions set forth in Section 1.2(a)(ii);

Subject to the limitations set forth in Section 1.2(a)(ii), Originator irrevocably agrees to advance each Subordinated Loan requested by Buyer on or prior to the Amortization Date. The Subordinated Loans shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note and shall be payable solely from funds which Buyer is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the Purchasers.

(c)  From and after the Amortization Date, Originator shall not be obligated to (but may, at its option) sell Receivables to Buyer unless Originator reasonably determines that the Purchase Price therefor will be satisfied with funds available to Buyer from sales of interests in the Receivables pursuant to the Purchase Agreement, Collections, proceeds of Subordinated Loans or otherwise.

(d)  Although the Purchase Price for each Receivable coming into existence after the date hereof shall be due and payable in full by Buyer to Originator on the date such Receivable came into existence, and although Buyer intends in the ordinary course to remit to Originator on a daily basis amounts (to the extent available therefor under the Purchase Agreement) from collections on the

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Receivables for application to the Purchase Price obligation then outstanding, settlement of the Purchase Price between Buyer and Originator shall be effected on a monthly basis on Settlement Dates with respect to all Receivables coming into existence during the same Calculation Period and based on the information contained in the Monthly Report delivered by the Sub-Servicer pursuant to Article VII for the Calculation Period then most recently ended. Although settlement shall be effected on Settlement Dates, increases or decreases in the amount owing under the Subordinated Note made pursuant to Section 1.2(b) shall be deemed to have occurred and shall be effective as of the last Business Day of the Calculation Period to which such settlement relates.

SECTION 1.3   Purchase Price Credit Adjustments.    If on any day:

(a)  the Outstanding Balance of a Receivable is:

(i)  reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise by Originator (other than cash Collections on account of the Receivables),

(ii)  reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or

(b)  any of the representations and warranties set forth in Article II are no longer true with respect to any Receivable,

then, in such event, Buyer shall be entitled to a credit (each, a “Purchase Price Credit”) against the Purchase Price otherwise payable hereunder equal to the Outstanding Balance of such Receivable. If the aggregate amount of all Purchase Price Credits during any Calculation Period shall exceed the aggregate amount of Purchase Price payable in respect of Receivables coming into existence during such Calculation Period, the Originator shall pay an amount in cash equal to such excess to Buyer on the Settlement Date following the end of such Calculation Period or on such earlier date as the Agent may direct, provided that if the Amortization Date has not occurred, Originator shall be allowed to deduct the remaining amount of such Purchase Price Credit from any indebtedness owed to it under the Subordinated Note.

SECTION 1.4   Payments and Computations, Etc.    All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the

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terms hereof on the day when due in immediately available funds to the account of Originator designated from time to time by Originator or as otherwise directed by Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

SECTION 1.5   Transfer of Records.

(a)  In connection with the Purchase of Receivables hereunder, Originator hereby sells, transfers, assigns and otherwise conveys to Buyer all of Originator’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Purchase. In connection with such transfer, Originator hereby grants to each of Buyer, the Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by Originator to account for the Receivables, to the extent necessary to administer the Receivables, whether such software is owned by Originator or is owned by others and used by Originator under license agreements with respect thereto, provided that should the consent of any licensor of Originator to such grant of the license described herein be required, Originator hereby agrees that upon the request of Buyer (or the Agent as Buyer’s assignee), Originator will use its reasonable efforts to obtain the consent of such third-party licensor. The license granted hereby shall be irrevocable, and shall terminate on the date this Agreement terminates in accordance with its terms.

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(b)  Originator (i) shall take such action requested by Buyer and/or the Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

SECTION 1.6   Characterization.    If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, Originator hereby grants to Buyer a duly perfected security interest in all of Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1   Representations and Warranties of Originator.    Originator hereby represents and warrants to Buyer that:

(a)  Corporate Existence and Power.    Originator is (1) a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and (2) is duly qualified to do business and is in good standing as a foreign corporation and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except in the case of (2) to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

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(b)  Power and Authority; Due Authorization Execution and Delivery.    The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, Originator’s use of the proceeds of the Purchase made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which Originator is a party has been duly executed and delivered by Originator.

(c)  No Conflict.    The execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by–laws (or equivalent organizational documents), (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of Originator or its Subsidiaries (except as created by the Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)  Governmental Authorization.    Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by Originator of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)  Actions, Suits.    There are no actions, suits or proceedings pending, or to the best of Originator’s knowledge, threatened, against or affecting Originator, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Originator is not in default with respect to any order of any court, arbitrator or governmental body.

(f)  Binding Effect.    This Agreement and each other Transaction Document to which Originator is a party constitute the legal, valid and binding obligations of Originator enforceable against Originator in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or

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limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)  Accuracy of Information.    All information heretofore furnished by Originator or any of its Affiliates to Buyer (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by Originator or any of its Affiliates to Buyer (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)  Use of Proceeds.    No proceeds of the Purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

(i)  Good Title.    Immediately prior to the transfer hereunder of any Receivable, Originator shall be the legal and beneficial owner of each such Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Originator’s ownership interest in each Receivable, its Collections and the Related Security.

(j)  Perfection.    This Agreement, together with the filing by Agent of the financing statements contemplated hereby, is effective to transfer to Buyer (and Buyer shall acquire from Originator) legal and equitable title to, with the right to sell and encumber each Receivable existing and hereafter arising, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in the Receivables, the Related Security and the Collections.

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(k)  Places of Business.    The principal places of business and chief executive office of Originator and the offices where it keeps all of its Records are located at the address(es) listed on Exhibit II or such other locations of which Buyer has been notified in accordance with Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has been taken and completed. Originator’s Federal Employer Identification Number is correctly set forth on Exhibit II.

(l)  Collections.    The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of Originator at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III.

(m)  Material Adverse Effect.    Since June 30, 2000 no event has occurred that would have a Material Adverse Effect.

(n)  Names.    In the past five (5) years, Originator has not used any corporate names, trade names or assumed names other than as listed on Exhibit II.

(o)  Ownership of Originator.    Commercial Markets Holdco, Inc. owns, directly or indirectly, 100% of the issued and outstanding capital stock (except for one (1) share) of Originator, free and clear of any Adverse Claim.

(p)  Not a Holding Company or an Investment Company.    Originator is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. Originator is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(q)  Compliance with Law.    Originator has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except to the extent that any contravention or violation could not reasonably be expected to have a Material Adverse Effect.

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(r)  Compliance with Credit and Collection Policy.    Originator has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any material change to such Credit and Collection Policy.

(s)  Payments to Originator.    With respect to each Receivable transferred to Buyer hereunder, the Purchase Price received by Originator constitutes reasonably equivalent value in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by Originator of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(t)  Enforceability of Contracts.    Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(u)  Eligible Receivables.    Each Receivable included in the Net Receivables Balance as an Eligible Receivable on the date it came into existence was an Eligible Receivable on such date.

(v)  Accounting.    The manner in which Originator will account for the transactions contemplated by this Agreement is not inconsistent with the characterization or treatment of each transfer hereunder as having the effect of a true sale.

(w)  Compliance with Representations.    On and as of the date of the Purchase and on and as of each subsequent date each Receivable comes into existence, Originator hereby represents and warrants that all of the other representations and warranties set forth in this Article II are true and correct on and as of each such date (and after giving effect to all Receivables in existence on each such date) as though made on and as of each such date.

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ARTICLE III

CONDITIONS OF PURCHASE

SECTION 3.1   Conditions Precedent to Purchase.    The Purchase under this Agreement is subject to the conditions precedent that (a) Buyer shall have received on or before the date of such purchase those documents listed on Schedule A and (b) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof.

SECTION 3.2   Conditions Precedent to Subsequent Payments.    Buyer’s obligation to pay for Receivables coming into existence after the date hereof shall be subject to the further conditions precedent that (a) the Facility Termination Date shall not have occurred; and (b) Buyer (or its assigns) shall have received such other approvals, opinions or documents as it may reasonably request.

ARTICLE IV

COVENANTS

SECTION 4.1   Affirmative Covenants of Originator.    Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants as set forth below:

(a)  Financial Reporting.    Originator will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with generally accepted accounting principles, and furnish to Buyer (or its assigns):

(i)  Annual Reporting.    Within 90 days after the close of each of its respective fiscal years, audited consolidated financial statements (which shall include balance sheets, statements of income and retained earnings and a statement of cash flows) for Originator for such fiscal year certified in a manner acceptable to Buyer (or its assigns) by independent public accountants acceptable to Buyer (or its assigns), which certification shall state that such consolidated financial statements present fairly the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years.

(ii)  Quarterly Reporting.    Within 50 days after the close of the first three (3) quarterly periods of each of its respective fiscal years, balance sheets of Originator as at the close of each such period and

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statements of income and retained earnings and a statement of cash flows for Originator for the period from the beginning of such fiscal year to the end of such quarter, all certified by an Authorized Officer.

(iii)  Compliance Certificate.    Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit IV signed by Originator’s Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(iv)  Copies of Notices.    Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than Buyer, the Agent or FALCON, copies of the same.

(v)  Change in Credit and Collection Policy.    At least thirty (30) days prior to the effectiveness of any material change in or amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice indicating such change or amendment.

(vi)  Other Information.    Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of Originator as Buyer (or its assigns) may from time to time reasonably request in order to protect the interests of Buyer (and its assigns) under or as contemplated by this Agreement.

(b)  Notices.    Originator will notify the Buyer (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:

(i)  Amortization Events or Potential Amortization Events.    The occurrence of each Amortization Event and each Potential Amortization Event, by a statement of an Authorized Officer of Originator.

(ii)  Judgment and Proceedings.    (1) The entry of any judgment or decree against Originator or any of its Subsidiaries, in each case, which is reasonably likely to create liability to such Person in excess

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of $10,000,000 in the aggregate for all such circumstances; or (2) the institution of any material litigation, arbitration proceeding or governmental proceeding against Originator.

(iii)  Material Adverse Effect.    The occurrence of any event or condition that has, or could reasonably be expected to have, a Material Adverse Effect.

(iv)  Defaults Under Other Agreements.    The occurrence of a default or an event of default under any other material financing arrangement pursuant to which Originator is a debtor or an obligor.

(v)  Downgrade of the Originator.    Any downgrade in the rating of any Indebtedness of the Originator by Standard and Poor’s Ratings Group or by Moody’s Investors Service, Inc., setting forth the Indebtedness affected and the nature of such change.

(c)  Compliance with Laws and Preservation of Corporate Existence.    Originator will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect. Originator will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

(d)  Audits.    Originator will furnish to Buyer (or its assigns) from time to time such information with respect to it and the Receivables as Buyer (or its assigns) may reasonably request. Originator will, from time to time during regular business hours as requested by Buyer (or its assigns), upon reasonable notice and at the sole cost of Originator, permit Buyer (or its assigns) or their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of Originator relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of Originator for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Originator’s financial condition or the Receivables and the Related Security or Originator’s performance under any of the Transaction Documents or Originator’s performance under the

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Contracts and, in each case, with any of the officers or employees of Originator having knowledge of such matters. The extent to which Originator shall be liable in respect of costs and expenses incurred by the Agent in connection with the activities contemplated in this Section 4.1(d) shall be as set forth in the Ancillary Costs Agreement

(e) Keeping and Marking of Records and Books.

(i)  Originator will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the timely identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Originator will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence.

(ii)  Originator will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to Buyer (or its assigns), describing Buyer’s ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or its assigns), (x) at any time, following the occurrence of an Amortization Event, at which the Agent is considering the termination of Seller as Servicer, mark each Contract with a legend describing Buyer’s ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) and (y) after the termination of the Buyer as Servicer or any Originator as Sub-Servicer, deliver to Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(f)  Compliance with Contracts and Credit and Collection Policy.    Originator will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect, and (ii) comply in all

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material respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. Originator will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of Buyer and its assigns.

(g)  Ownership.    Originator will take all necessary action to establish and maintain, irrevocably in Buyer, legal and equitable title to the Receivables, the Related Security and the Collections, free and clear of any Adverse Claims other than Adverse Claims in favor of Buyer (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of Buyer as Buyer (or its assigns) may reasonably request).

(h)  Purchasers’ Reliance.    Originator acknowledges that the Agent and the Purchasers are entering into the transactions contemplated by the Purchase Agreement in reliance upon Buyer’s identity as a legal entity that is separate from Originator and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, Originator will take all reasonable steps including, without limitation, all steps that Buyer or any assignee of Buyer may from time to time reasonably request to maintain Buyer’s identity as a separate legal entity and to make it manifest to third parties that Buyer is an entity with assets and liabilities distinct from those of Originator and any Affiliates thereof and not just a division of Originator. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Originator (i) will not hold itself out to third parties as liable for the debts of Buyer nor purport to own the Receivables and other assets acquired by Buyer, (ii) will take all other actions necessary on its part to ensure that Buyer is at all times in compliance with the covenants set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between Originator and Buyer on an arm’s-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations §§1.1502-33(d) and 1.1552-1.

(i)  Collections.    Originator will cause (1) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (2) each Lock-Box and Collection Account to be subject at all times to a

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Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to Originator or any Affiliate of Originator, Originator will remit (or will cause all such payments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, Originator will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns. Originator will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to Buyer and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to Buyer (or its assigns) as contemplated by this Agreement and the Purchase Agreement.

(j)  Taxes.    Originator will file all tax returns and reports required by law to be filed by it and promptly pay all taxes and governmental charges at any time owing, except those which are being contested in good faith by appropriate proceedings, provided that adequate reserves for such contested taxes have been established in accordance with GAAP and the relevant governmental authority shall not have commenced any enforcement proceedings seeking recourse against any assets of the Originator in respect of such contested taxes.

(k)  Insurance.    Originator will maintain in effect, or cause to be maintained in effect, at Originator’s own expense, such casualty and liability insurance as Originator deems appropriate in its good faith business judgement. Buyer and the Agent, for the benefit of the Purchasers, shall be named as additional insureds with respect to all such liability insurance maintained by Originator. Originator will pay or cause to be paid, the premiums therefor and deliver to Buyer and the Agent evidence satisfactory to Buyer and the Agent of such insurance coverage. Copies of the insurance certificates for any such policies shall be furnished to Buyer, the Agent and any Purchaser upon Buyer’s, the Agent’s or such Purchaser’s request. The foregoing requirements shall not be construed to negate, reduce or modify, and are in addition to, Originator’s obligations hereunder.

(l)  Ownership of Seller.    Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, JWP Investments, Inc. and each of JPI, USCHEM and WHITMIRE, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. Such

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capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

SECTION 4.2   Negative Covenants of Originator.    Until the date on which this Agreement terminates in accordance with its terms, Originator hereby covenants that:

(a)  Name Change, Offices and Records.    Originator will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given Buyer (or its assigns) at least forty-five (45) days’ prior written notice thereof and (ii) delivered to Buyer (or its assigns) all financing statements, instruments and other documents requested by Buyer (or its assigns) in connection with such change or relocation.

(b)  Change in Payment Instructions to Obligors.    Originator will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless Buyer (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; provided, however, that Originator may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account.

(c)  Modifications to Contracts and Credit and Collection Policy.    Originator will not make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit quality of any newly created Receivables. Except as otherwise permitted in its capacity as a Sub-Servicer pursuant to Article VIII of the Purchase Agreement and Article VII of this Agreement, Originator will not extend, amend or otherwise materially modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy.

(d)  Sales, Liens.    Originator will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any

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Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of Buyer provided for herein), and Originator will defend the right, title and interest of Buyer in, to and under any of the foregoing property, against all claims of third parties claiming through or under Originator. Originator shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory unless (i) in the case of any inventory, either (A) such Adverse Claim by its express terms is extinguished or released upon the sale, transfer or other disposition of such inventory or (B) such Adverse Claim is a nonconsensual lien arising by operation of law and the indebtedness or obligations secured thereby are not then due and payable, and (ii) if requested by the Agent, the applicable lienholder shall have entered into an intercreditor agreement with the Agent in the form and substance satisfactory to the Agent.

(e)  Accounting for Purchase.    Originator will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale of the Receivables and the Related Security by Originator to Buyer or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale of the Receivables and the Related Security by Originator to Buyer except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles.

ARTICLE V

AMORTIZATION EVENTS

SECTION 5.1   Amortization Events.    The occurrence of any one or more of the following events shall constitute an Amortization Event:

(a)  Originator shall fail (i) to make any payment or deposit required hereunder when due, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) or any other Transaction Document to which it is a party and such failure shall continue for five (5) consecutive Business Days.

(b)  Any representation, warranty, certification or statement made by Originator in this Agreement, any other Transaction Document or in any other document

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delivered pursuant hereto or thereto shall prove to have been incorrect in any material way when made or deemed made. Notwithstanding the foregoing, a breach of any representation or warranty which relates solely to the eligibility or characteristics of any Receivable shall not constitute an Amortization Event hereunder if a Purchase Price Credit Adjustment (and any related payment by Originator) is duly and timely made in accordance with Section 1.3 hereof.

(c)  Failure of Originator or any of its Subsidiaries or Affiliates to pay any Indebtedness when due in an aggregate amount in excess of $10,000,000; or the default by Originator or any of its Subsidiaries or Affiliates in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of Originator or any of its Subsidiaries or Affiliates shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof.

(d)  (i) Originator or any of its Subsidiaries or Affiliates shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against Originator or any of its Subsidiaries or Affiliates seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, provided, that in the case of an involuntary proceeding instituted against Originator or any of its Subsidiaries or Affiliates, the Amortization Date shall not occur or be declared for 60 days after such proceeding is instituted unless Originator shall at any time during such period consent to or acquiesce in the continuance or maintenance of such proceeding or (ii) Originator or any of its Subsidiaries or Affiliates shall take any corporate action to authorize any of the actions set forth in the foregoing clause (i) of this subsection (d).

(e)  A Change of Control shall occur.

(f)  One or more final judgments for the payment of money shall be entered against Originator on claims not covered by insurance or as to which the

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insurance carrier has denied its responsibility, and such judgment shall (i) individually or in the aggregate for all judgments then outstanding against the Originator and any of its Affiliates exceed an amount equal to $10,000,000, and (ii) continue unsatisfied and in effect for fifteen (15) consecutive days without a stay of execution.

SECTION 5.2   Remedies.    Upon the occurrence and during the continuation of an Amortization Event, Buyer may take any of the following actions: (i) declare the Amortization Date to have occurred, whereupon the Amortization Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by Originator; provided, however, that upon the occurrence of Amortization Event described in Section 5.1(d) (subject to the proviso therein), or of an actual or deemed entry of an order for relief with respect to Originator under the Federal Bankruptcy Code, the Amortization Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by Originator and (ii) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by Buyer to Originator. The aforementioned rights and remedies shall be in addition to all other rights and remedies of Buyer and its assigns available under this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative.

ARTICLE VI

INDEMNIFICATION

SECTION 6.1   Indemnities by Originator.    Without limiting any other rights that Buyer may have hereunder or under applicable law, Originator hereby agrees to indemnify Buyer and its assigns (including, without limitation, the Purchasers and the Agent), officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes and liabilities, reasonable costs and expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables, excluding, however:

(i)  Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts

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resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii)  Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

(iii)  taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization;

provided, however, that nothing contained in this sentence shall limit the liability of Originator or limit the recourse of Buyer to Originator for amounts otherwise specifically provided to be paid by Originator under the terms of any other provision of this Agreement. Without limiting the generality of the foregoing indemnification, Originator shall indemnify Buyer for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to Originator) relating to or resulting from:

(i)  any representation or warranty made by Originator (or any officers of Originator) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by Originator pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(iv)  the failure by Originator, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of Originator to keep or perform any of its obligations, express or implied, with respect to any Contract;

(v)  any failure of Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

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(vi)  any products liability or similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract;

(vii)  any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(viii)  the commingling of Collections of Receivables at any time with other funds;

(ix)  any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of the Purchase, the ownership of the Receivables or any other investigation, litigation or proceeding relating to Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(x)  any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(xi)  any Amortization Event described in Section 5.1(d);

(xii)  any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xiii)  any action or omission by Originator which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable; and

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(xiv)  any attempt by any Person to void the Purchase hereunder under statutory provisions or common law or equitable action.

SECTION 6.2   Other Costs and Expenses.    Originator shall pay to Buyer on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. Originator shall pay to Buyer on demand any and all costs and expenses of Buyer, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following an Amortization Event.

ARTICLE VII

ADMINISTRATION AND COLLECTION

SECTION 7.1   Designation of Sub-Servicer.    Originator has been designated, and has agreed to act as a sub-servicer (“Sub-Servicer”) for Buyer in Buyer’s capacity as Servicer pursuant to the terms of the Purchase Agreement, receipt of a complete copy of which is hereby acknowledged by Originator, and to perform all of the duties and obligations of the Servicer set forth herein and in the Purchase Agreement with respect to all Receivables originated by Originator, and the Related Security related thereto and Collections thereof.

SECTION 7.2   Collection Accounts.    Originator hereby transfers to Buyer the exclusive ownership and control of each Lock-Box and Collection Account owned by it. Originator hereby authorizes Buyer, and agrees that Buyer shall be entitled to (i) endorse Originator’s name on checks and other instruments representing Collections, (ii) enforce the Receivables, the related Contracts and the Related Security and (iii) take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of Buyer.

SECTION 7.3  Responsibilities of Originator.    Anything herein to the contrary notwithstanding, the exercise by Buyer (or its assignees) of its rights hereunder shall not release Sub-Servicer from any of its duties or obligations with respect to any Receivables or under the related Contracts or Invoices. Buyer shall have no obligation or liability with respect to any Receivables or related Contracts or Invoices, nor shall Buyer be obligated to perform the obligations of Originator.

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SECTION 7.4  Servicing Fees.    In consideration of Sub-Servicer’s agreement to perform the duties and obligations of the Servicer under the Purchase Agreement, Buyer hereby agrees that, so long as Originator shall continue to perform as Sub-Servicer hereunder, Buyer shall pay over to Originator a fee (the “Sub-Servicing Fee”) on each Settlement Date, in arrears for the immediately preceding calendar month, equal to Originator’s ratable share of the Servicing Fee (measured by the relative percentage the Receivables bear to all “Receivables” under the Purchase Agreement during such immediately preceding month) paid to Buyer under the Purchase Agreement, as compensation for its servicing activities.

SECTION 7.5  Monthly Report.    On each Reporting Date, and at such other times as Buyer or the Agent may request, the Sub-Servicer shall prepare and forward to Buyer and the Agent a report substantially in the form of Exhibit VII relating to the Receivables during the Calculation Period then most recently ended.

ARTICLE VIII

MISCELLANEOUS

SECTION 8.1  Waivers and Amendments.

(a)  No failure or delay on the part of Buyer (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)  No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by Originator and Buyer and, to the extent required under the Purchase Agreement, the Agent and the Financial Institutions or the Required Financial Institutions.

SECTION 8.2  Notices.    Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto.

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Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 8.2.

SECTION 8.3  Protection of Ownership Interests of Buyer.

(a)  Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time upon the occurrence of an Amortization Event and during the continuation thereof, Buyer (or its assigns) may, at Originator’s sole cost and expense, direct Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

(b)  If Originator fails to perform any of its obligations hereunder, Buyer (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligation, and Buyer’s (or such assigns’) reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by Originator as provided in Section 6.2. Originator irrevocably authorizes Buyer (and its assigns) at any time and from time to time in the sole discretion of Buyer (or its assigns), and appoints Buyer (and its assigns) as its attorney(es)-in-fact, to act on behalf of Originator (i) following a failure on the part of Originator to execute the financing statements referred to below on its own behalf, to execute on behalf of Originator as debtor and to file financing statements necessary or desirable in Buyer’s (or its assigns’) sole discretion to perfect and to maintain the perfection and priority of the interest of Buyer in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as Buyer (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of Buyer’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

SECTION 8.4  Confidentiality.

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(a)  Originator shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential proprietary information with respect to the Agent and FALCON and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that Originator and its officers and employees may disclose such information to Originator’s external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b)  Each of the Financial Institutions, FALCON and the Agent shall maintain and shall cause each of its employees and officers to maintain the confidentiality of nonpublic proprietary information with respect to Originator and its business obtained by it in connection with the connection with the structuring, negotiating and execution of the transactions contemplated herein. Anything herein to the contrary notwithstanding, Originator hereby consents to the disclosure of any nonpublic information with respect to it (i) to Buyer, the Agent, the Financial Institutions or FALCON by each other or (ii) by the Agent to any rating agency or provider of a surety, guaranty or credit or liquidity enhancement to FALCON or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (having the force or effect of law). The Agent or the Purchasers may disclose any nonpublic information with respect to the Originator to any prospective or actual assignee or participant of any of them or to any Commercial Paper dealer, with the prior written consent of Originator, provided that the Agent and the Purchasers may disclose any nonpublic information to any such Person, without the consent of Originator, any other Originator or any other Person, if such information is presented on a portfolio basis, does not explicitly refer to Originator and does not disclose specific financial information in respect of the Originator.

SECTION 8.5  Bankruptcy Petition.

(a)  Originator and Buyer each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of FALCON, it will not institute against, or join any other

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Person in instituting against, FALCON any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b)  Originator hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of JWP Receivables Corporation under the Purchase Agreement, it will not institute against, or join in any other Person in instituting against, JWP Receivables Corporation any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other similar proceeding under the laws of the United States or any state of the United States.

SECTION 8.6  CHOICE OF LAW.    THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

SECTION 8.7  CONSENT TO JURISDICTION.    ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON–EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND ORIGINATOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST ORIGINATOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ORIGINATOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

SECTION 8.8  WAIVER OF JURY TRIAL.    EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING

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INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

SECTION 8.9  Integration; Binding Effect; Survival of Terms.

(a)  This Agreement, the Subordinated Note and each Collection Account Agreement contain thefinal and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by Originator pursuant to Article II, (ii) the indemnification and payment provisions of Article VI, and Section 8.5 shall be continuing and shall survive any termination of this Agreement.

SECTION 8.10  Counterparts; Severability; Section References.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    FRANCISCO SANCHEZ
	Francisco Sanchez Divisional Vice President and Corporate Treasurer
	Address: 8310 16th Street P.O. Box 902 Sturtevant, WI 53177-0902

JWPR CORPORATION
By:	/s/    FRANCISCO SANCHEZ
	Francisco Sanchez Vice President
	Address: c/o M&I Portfolio Services Inc. 3993 Howard Hughes Parkway, Suite 100 Las Vegas, NV 89109

Signature Page to

CMI Receivables Sale Agreement

EXHIBIT I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement.

“Agent” has the meaning set forth in the Preliminary Statements to the Agreement.

“Agreement” means the Receivables Sale Agreement, dated as of March 2, 2001, between Originator and Buyer, as the same may be amended, restated or otherwise modified.

“Amortization Date” means the earliest to occur of (i) the Facility Termination Date, (ii) the Business Day immediately prior to the occurrence of an Amortization Event set forth in Section 5.1(d) (subject to the proviso therein with regard to involuntary proceedings), (iii) the Business Day specified in a written notice from Buyer to Originator following the occurrence of any other Amortization Event, and (iv) the date which is 60 Business Days after Buyer’s (and, if the Purchase Agreement shall then be in effect, the Agent’s) receipt of written notice from Originator that it wishes to terminate the facility evidenced by this Agreement.

“Amortization Event” has the meaning set forth in Section 5.1 of the Agreement.

“Authorized Officer” means, with respect to Originator, its corporate president, secretary, controller, treasurer or chief financial officer or any vice president.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business.

“Buyer” has the meaning set forth in the preamble to the Agreement.

“Calculation Period” means each “Reporting Period” (as defined in the Purchase Agreement) or portion thereof which elapses during the term of the Agreement. The first Calculation Period shall commence on the date of the Purchase of Receivables hereunder and the final Calculation Period shall terminate on the Amortization Date.

“Credit and Collection Policy” means Originator’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit V, as modified from time to time in accordance with the Agreement.

“Default Fee” means a per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum.

“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in Section 1.3(a) of the Agreement.

“Discount Factor” means a percentage calculated to provide Buyer with a reasonable return on its investment in the Receivables after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to Buyer of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors. Originator and Buyer may agree from time to time to change the Discount Factor based on changes in one or more of the items affecting the calculation thereof, provided that any change to the Discount Factor shall take effect as of the commencement of a Calculation Period, shall apply only prospectively and shall not affect the Purchase Price payment in respect of Purchase which occurred during any Calculation Period ending prior to the Calculation Period during which Originator and Buyer agree to make such change.

“FALCON” has the meaning set forth in the Preliminary Statements to the Agreement.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended and any successor statute thereto.

“Intended Characterization” means, for income tax purposes, the characterization of the acquisition by the Purchasers of Purchaser Interests under the Purchase Agreement as a loan or loans by the Purchasers to Buyer secured by the Receivables, the Related Security and the Collections.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of Originator, (ii) the ability of Originator to perform its obligations under the Agreement or any other Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) Originator’s, Buyer’s, the Agent’s or any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Minimum Net Worth” has the meaning assigned in the Purchase Agreement.

“Net Worth” means as of the last Business Day of each Calculation Period preceding any date of determination, the lesser of (i) the excess of (a) a percentage equal to one minus the Discount Factor of the aggregate Outstanding Balance of all “Receivables” under and as defined in the Purchase Agreement at such time, over (b) the sum of (x) the aggregate Capital outstanding at such time, plus (y) the aggregate outstanding principal balance of the Subordinated Loans (including any Subordinated Loan proposed to be made on the date of determination) hereunder and all “Subordinated Loans” under all of the other Receivables Sale Agreements, and (ii) the shareholders equity of Buyer at such time.

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was purchased by Buyer.

“Originator” has the meaning set forth in the preamble to the Agreement.

“Potential Amortization Event” means an event which, with the lapse of a grace period or the giving of notice, or both, would constitute an Amortization Event.

“Prime Rate” means the rate published in the Wall Street Journal as the ‘Prime Rate’.

“Purchase” means the purchase under the Agreement by Buyer from Originator of the Receivables, the Related Security and the Collections related thereto, together with all related rights in connection therewith.

“Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.

“Purchase Price” means, with respect to the Purchase, the aggregate price to be paid by Buyer to Originator for such Purchase in accordance with Section 1.2 of the Agreement for the Receivables, Collections and Related Security being sold to Buyer on such date, which price shall equal (i) the product of (x) the Original Balance of such Receivables, multiplied by (y) one minus the Discount Factor then in effect, minus (ii) any Purchase Price Credits to be credited against the Purchase Price otherwise payable in accordance with Section 1.3 of the Agreement.

“Purchase Price Credit” has the meaning set forth in Section 1.3 of the Agreement.

“Purchaser” means FALCON or a Financial Institution, as applicable.

“Receivable” means the indebtedness and other obligations owed to Originator (without giving effect to any transfer or conveyance under the Agreement) or Buyer (after giving effect to the transfers under the Agreement) whether constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by Originator and includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction.

“Related Security” means, with respect to any Receivable:

(i)  all of Originator’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which by Originator gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)  all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii)  all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)  all service contracts and other contracts and agreements associated with such Receivable,

(v)  all Records related to such Receivable, and

(vi)  all proceeds of any of the foregoing.

“Reporting Date” has the meaning assigned in the Purchase Agreement.

“Settlement Date” has the meaning assigned in the Purchase Agreement.

“Subordinated Loan” has the meaning set forth in Section 1.2(a) of the Agreement.

“Subordinated Note” means a promissory note in substantially the form of Exhibit VI hereto as more fully described in Section 1.2 of the Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of Originator.

“Transaction Documents” means, collectively, the Purchase Agreement, this Agreement, the Transfer Agreement, each Collection Account Agreement, the Subordinated Note and all other instruments, documents and agreements executed and delivered in connection herewith.

“Transfer Agreement” means, that certain Receivables Sale and Contribution Agreement of even date herewith among all Originators, JWP Investments, Inc. and Buyer.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

EX-10.21

Exhibit 10.21

RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

DATED AS OF MARCH 2, 2001

BETWEEN

JOHNSON POLYMER, INC., U S CHEMICAL CORPORATION and WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.

and

S. C. JOHNSON COMMERCIAL MARKETS, INC.

and

JWP INVESTMENTS, INC.,

and

JWPR CORPORATION,

as Buyer

TABLE OF CONTENTS

		Page
ARTICLE I	AMOUNTS AND TERMS	3
Section 1.1	Transfer and Contribution of Receivables	3
Section 1.2	Payment for the Transfer	5
Section 1.3	Deemed Collections	6
Section 1.4	Payments and Computations, Etc	6
Section 1.5	Transfer of Records	7
Section 1.6	Characterization	7
ARTICLE II	REPRESENTATIONS AND WARRANTIES	8
Section 2.1	Representations and Warranties of the Sellers	8
ARTICLE III	CONDITIONS OF PURCHASE	13
Section 3.1	Conditions Precedent to Transfer	13
ARTICLE IV	COVENANTS	13
Section 4.1	Affirmative Covenants of the Sellers	13
Section 4.2	Negative Covenants of the Sellers	14
ARTICLE V	INDEMNIFICATION	15
Section 5.1	Indemnities by the Sellers	15
ARTICLE VI	MISCELLANEOUS	18
Section 6.1	Waivers and Amendments	18
Section 6.2	Notices	18
Section 6.3	Protection of Ownership Interests of Buyer	18
Section 6.4	Confidentiality	19
Section 6.5	Bankruptcy Petition	20
Section 6.6	Choice of Law	20

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TABLE OF CONTENTS

(continued)

		Page
Section 6.7	Consent to Jurisdiction	20
Section 6.8	Waiver of Jury Trial	21
Section 6.9	Integration; Binding Effect; Survival of Terms	21
Section 6.10	Counterparts; Severability; Section References	22

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Exhibits and Schedules

EXHIBIT I	—	Definitions
EXHIBIT II	—	Principal Place of Business; Location(s) of Records; Federal Employer Identification Number; Other Names
EXHIBIT III	—	Lock-Boxes; Collection Accounts; Collection Banks
EXHIBIT IV	—	Credit and Collection Policy
EXHIBIT V	—	Form of Note
SCHEDULE A	—	List of Documents to Be Delivered to Buyer Prior to the Transfer

RECEIVABLES SALE AND CONTRIBUTION AGREEMENT

THIS RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of March 2, 2001, is by and between Johnson Polymer, Inc., a Wisconsin corporation, (“JPI”), US Chemical Corporation, a Wisconsin corporation (“USCHEM”), Whitmire Micro-Gen Research Laboratories, Inc., a Delaware corporation (individually, “WHITMIRE” and together with JPI and USCHEM, the “Original Sellers”) S.C. Johnson Commercial Markets, Inc., a Delaware corporation (“CMI” ), JWP Investments, Inc., a Nevada corporation (“Assignor”) and JWPR Corporation, a Nevada corporation (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

PRELIMINARY STATEMENTS

The Original Sellers now own certain Receivables which they wish to sell and assign to CMI, and CMI wishes to purchase from the Original Sellers, all of the Original Sellers’ right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

CMI now owns certain additional Receivables which, together with those certain Receivables purchased from the Original Sellers, it wishes to assign and contribute to the capital of Assignor, and Assignor wishes to acquire and accept from CMI, all of CMI’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

Assignor, in turn, wishes to assign and contribute to the capital of Buyer, and Buyer wishes to acquire and accept from Assignor, all of Assignor’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto.

The Original Sellers, CMI, Assignor and Buyer intend the transactions contemplated hereby to be or otherwise have the effect of true sales of the Receivables from the Original Sellers to CMI, from CMI to Assignor and from Assignor to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and the Original Sellers, CMI, Assignor and

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Buyer do not intend any of these transactions to be, or for any purpose to be characterized as, loans from CMI to the Original Sellers, from Assignor to CMI, or from Buyer to Assignor.

Following the assignment and contribution of the Receivables from Assignor to Buyer, Buyer will sell undivided interests therein and in the associated Related Security (which shall include the rights of Buyer under this Agreement) and Collections pursuant to that certain Receivables Purchase Agreement dated as of March 2, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”) among Buyer, Falcon Asset Securitization Corporation (“FALCON”), the financial institutions from time to time party thereto as “Financial Institutions” and Bank One, NA or any successor agent appointed pursuant to the terms of the Purchase Agreement, as agent for FALCON and such Financial Institutions (in such capacity, the “Agent”).

ARTICLE I

AMOUNTS AND TERMS

SECTION 1.1   Transfer and Contribution of Receivables.

(a)  Effective on the date hereof, in consideration for the applicable Purchase Price and upon the terms and subject to the conditions set forth herein, each of the Original Sellers hereby sells, assigns, transfers, sets-over and otherwise conveys to CMI, without recourse (except to the extent expressly provided herein), and CMI does hereby purchase and acquire from each such Original Seller, all of such Original Seller’s right, title and interest in and to all Receivables originated by such Original Seller and existing as of the close of business on the Business Day immediately prior to the date hereof (the “Cut-Off Time”), together with all Related Security relating thereto and all Collections thereof.

(b)  Effective on the date hereof, and upon the terms and subject to the conditions set forth herein, CMI does hereby assign, contribute, transfer, set-over and otherwise convey to Assignor, without recourse (except to the extent expressly provided herein), as a contribution to the capital of Assignor, and Assignor does hereby acquire from CMI, all of CMI’s right, title and interest in and to (i) all Receivables originated by CMI and existing as of the Cut-Off Time and (ii) all Receivables purchased on the date hereof by CMI pursuant to Section 1.1(a) above, together, in each case, with all Related Security relating thereto and all Collections thereof.

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(c)  Effective on the date hereof, and upon the terms and subject to the conditions set forth herein, Assignor does hereby assign, contribute, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), as a contribution to the capital of Buyer, and Buyer does hereby acquire from Assignor, all of Assignor’s right, title and interest in and to all Receivables acquired by Assignor on the date hereof pursuant to Section 1.1(b) above together with all Related Security relating thereto and all Collections thereof. It is the intention of the parties hereto that Buyer shall be the assignee of all right, title and interest of each Transfer contemplated in Sections 1.1(a) and (b).

(a)  It is the intention of the parties hereto that each of the Transfers contemplated under Sections 1.1(a), (b), and (c), whether in the form of a sale or a contribution to capital shall in each case constitute or otherwise have the effect of a “sale of accounts” (as such term is used in Article 9 of the UCC), which sale or transfer is absolute and irrevocable and provides each of CMI, Assignor and Buyer, in their turn, with the full benefits of ownership of the Receivables. Except for the Deemed Collection owed pursuant to Section 1.3, the Transfers of Receivables hereunder are made without recourse to the Original Sellers, CMI or Assignor; provided, however, that (i) the Original Sellers shall be liable to CMI, Assignor and Buyer for all representations, warranties and covenants made by the Original Sellers pursuant to the terms of the Transaction Documents to which the Original Sellers are parties, CMI shall be liable to Assignor and Buyer for all representations, warranties and covenants made by CMI pursuant to the terms of the Transaction Documents to which CMI is a party, and Assignor shall be liable to Buyer for all representations, warranties and covenants made by Assignor pursuant to the terms of the Transaction Documents to which Assignor is a party, and (ii) each such Transfer does not constitute and is not intended to result in an assumption by any of the transferees or any assignee thereof of any obligation of any of the Original Sellers or CMI or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of the Original Sellers or CMI. In view of the intention of the parties hereto that each Transfer, whether in the form of a sale or a contribution to capital, shall constitute or otherwise have the effect of a sale of such Receivables rather than loans secured thereby, the Original Sellers, CMI and Assignor agree that each of them will, on or prior to the date hereof and in accordance with Section 4.1(a)(ii), mark each of their master data processing records relating to the Receivables with a legend acceptable to Buyer and to the Agent (as Buyer’s assignee), evidencing the sale or outright transfer of such Receivables as provided in this Agreement

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and to note in each of their financial statements that its Receivables have been sold or otherwise transferred outright to the appropriate transferee. Upon the request of CMI, Assignor, Buyer or the Agent (as Buyer’s assignee), each of the Original Sellers, CMI or Assignor will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the appropriate transferee’s ownership interest in the Receivables and the Related Security and Collections with respect thereto, or as CMI, Assignor, Buyer or the Agent (as Buyer’s assignee) may reasonably request.

SECTION 1.2   Payment for the Transfer.

(a)  Payment by CMI to the Original Sellers.    The Purchase Price for the Transfer from each Original Seller to CMI for the Receivables, Related Security and Collections in existence at the Cut-Off Time and being sold hereunder by such Original Seller to CMI shall be paid by CMI to such Original Seller by the issuance and delivery by CMI to such Original Seller of a note (a “Purchase Note”) in the principal amount of the Estimated Purchase Price and in substantially the form of Exhibit V hereto. The Purchase Note issued to each Original Seller shall set forth the terms for the repayment of the principal evidenced thereby and the interest that shall apply to the principal balance outstanding from time to time. Each Purchase Note shall be due and payable in full not later than the first Business Day after the date hereof. By not later than the first Reporting Date to occur after the date hereof, each Original Seller shall determine the actual Purchase Price in respect of its respective Transfer and by not later than the first Settlement Date to occur after the date hereof, (i) an amount equal to any excess of the Estimated Purchase Price over the actual Purchase Price in respect of any Transfer shall be refunded in immediately available funds by the applicable Original Seller to CMI and (ii) an amount equal to any excess of the actual Purchase Price over the Estimated Purchase Price in respect of any Transfer shall be paid in immediately available funds by CMI to the applicable Original Seller.

(b)  Capital Contribution by CMI to Assignor.    The Transfer of Receivables, Related Security and Collections by way of capital contribution by CMI to Assignor as contemplated in Section 1.1(b) above shall be evidenced by such instruments and documents as shall be customary for Assignor, and as CMI may reasonably request, in order to register and give effect to such capital contribution.

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(c)  Capital Contribution by Assignor to Buyer.    The Transfer of Receivables, Related Security and Collections by way of capital contribution by Assignor to Buyer as contemplated in Section 1.1(c) above shall be evidenced by such instruments and documents as shall be customary for Buyer, and as Assignor may reasonably request, in order to register and give effect to such capital contribution.

SECTION 1.3   Deemed Collections.    If on any day:

(a)  the Outstanding Balance of a Receivable sold or otherwise transferred hereunder is:

(i)  reduced as a result of any defective or rejected goods or services, any discount or any adjustment or otherwise (other than cash Collections on account of the Receivables),

(ii)  reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), or

(b)  any of the representations and warranties set forth in Article II are no longer true with respect to any Receivable,

then, in such event, the Person, whether an Original Seller or CMI, as applicable, shall be deemed to have received, with regard to items described in clause (a), a Collection of such Receivable to the extent of such reduction, and with regard to items described in clause (b), a Collection in full of such Receivable (each, a “Deemed Collection”) and shall promptly, and in any event within five (5) Business Days remit the aggregate amount of such Deemed Collection to Buyer (or if so directed by the Agent, the Agent) as assignee of such Receivable.

SECTION 1.4   Payments and Computations, Etc.    All amounts to be paid or deposited hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of, and as designated by, the applicable payee. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of

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360 days for the actual number of days (including the first but excluding the last day) elapsed.

SECTION 1.5   Transfer of Records.

(a)  In connection with the Transfer of Receivables hereunder, each of the Original Sellers hereby sells, transfers, assigns and otherwise conveys to CMI all of such Original Seller’s right and title to and interest in the Records relating to all Receivables sold hereunder, without the need for any further documentation in connection with the Transfer.

(b)  In connection with the Transfer by CMI to Assignor of Receivables hereunder, CMI hereby transfers, assigns and otherwise conveys to Assignor all of CMI’s right and title to and interest in the Records relating to all such Receivables, without the need for any further documentation in connection with such Transfer.

(c)  In connection with the Transfer by Assignor to Buyer of Receivables hereunder, Assignor hereby transfers, assigns and otherwise conveys to Buyer all of Assignor’s right and title to and interest in the Records relating to all such Receivables, without the need for any further documentation in connection with such Transfer.

(d)  Each of the Original Sellers, CMI and Assignor, as a transferor hereunder, hereby agrees that it shall take such action requested by Buyer and/or the Agent (as Buyer’s assignee), from time to time hereafter, to more fully evidence, perfect or protect the interests intended to be conveyed to Buyer hereunder, including an enforceable ownership interest in the Receivables, Related Security and Collections free and clear of any Adverse Claim (except as created by the Transaction Documents).

SECTION 1.6   Characterization.    If, notwithstanding the intention of the parties expressed in Section 1.1(d), any sale or contribution by any of the Original Sellers to CMI, by CMI to Assignor, or by Assignor to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that the sale and contribution of Receivables hereunder shall constitute or otherwise have the effect of a true sale thereof, each of the Original Sellers, CMI, and Assignor hereby grant to CMI,

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Assignor and Buyer, respectively a duly perfected security interest in all of such Original Sellers’, CMI’s and Assignor’s right, title and interest in, to and under all Receivables described to be transferred pursuant to this Agreement, all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, and all proceeds of the foregoing, which security interest shall be prior to all other Adverse Claims thereto. CMI, Assignor, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

SECTION 2.1   Representations and Warranties of the Sellers.    Each of the Original Sellers, CMI and Assignor (each, for the purpose of this Article II, individually, a “Seller”) hereby represents and warrants to its immediate assignee, and to Buyer and its assigns, that:

(a)  Corporate Existence and Power.    Such Seller is (1) a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and (2) is duly qualified to do business and is in good standing as a foreign corporation and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except in the case of (2) to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect.

(b)  Power and Authority; Due Authorization Execution and Delivery.    The execution and delivery by such Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, and such Seller’s use of the proceeds of the Transfer made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Seller is a party has been duly executed and delivered by such Seller.

(c)  No Conflict.    The execution and delivery by such Seller of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or

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violate (i) its certificate or articles of incorporation or by–laws (or equivalent organizational documents), (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller or its Subsidiaries (except as created by the Transaction Documents); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law.

(d)  Governmental Authorization.    Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by such Seller of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

(e)  Actions, Suits.    There are no actions, suits or proceedings pending, or to the best of such Seller’s knowledge, threatened, against or affecting such Seller, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Such Seller is not in default with respect to any order of any court, arbitrator or governmental body.

(f)  Binding Effect.    This Agreement and each other Transaction Document to which such Seller is a party constitute the legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(g)  Accuracy of Information.    All information heretofore furnished by such Seller or any of its Affiliates to its immediate transferee hereunder (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller or any of its Affiliates to its immediate transferee hereunder (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified.

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(h)  Good Title.    Immediately prior to the Transfer hereunder of any Receivable, such Seller shall be the legal and beneficial owner of such Receivable and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect such Seller’s ownership interest in each Receivable, its Collections and the Related Security.

(i)  Perfection.    This Agreement, together with the filing by Agent of the financing statements contemplated hereby, is effective to:

(i)  transfer to CMI (and CMI shall acquire from the Original Sellers) legal and equitable title to, with the right to sell and encumber, each Receivable originated by the Original Sellers and existing at the Cut-Off Time, together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect CMI’s ownership interest in such Receivables, Related Security and Collections;

(ii)  transfer to Assignor (and Assignor shall acquire from CMI) legal and equitable title to, with the right to sell and encumber (x) each Receivable originated by CMI and existing at the Cut-Off Time and (y) each Receivable transferred hereunder by any Original Seller to CMI, together in each case with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Assignor’s ownership interest in such Receivables, Related Security and Collections; and

(iii)  transfer to Buyer (and Buyer shall acquire from Assignor) legal and equitable title to, with the right to sell and encumber each Receivable transferred hereunder by CMI to Assignor,

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together with the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Buyer’s ownership interest in such Receivables, Related Security and Collections.

(j)  Places of Business.    The principal places of business and chief executive office of such Seller and the offices where such Seller keeps all of such Seller’s Records are located at the address(es) listed on Exhibit II. Such Seller’s Federal Employer Identification Number is correctly set forth on Exhibit II.

(k)  Collections.    The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts of such Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on Exhibit III.

(l)  Material Adverse Effect.    Since June 30, 2000 no event has occurred that would have a Material Adverse Effect.

(m)  Names.    In the past five (5) years, such Seller has not used any corporate names, trade names or assumed names other than as listed on Exhibit II.

(n)  Ownership of Assignor and Buyer.

(i)  CMI owns, directly or indirectly, 100% of the issued and outstanding capital stock of Assignor, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Assignor.

(ii)  Assignor owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Buyer.

(o)  Not a Holding Company or an Investment Company.    Such Seller is not a “holding company” or a “subsidiary holding company” of a “holding company” within the meaning of the Public Utility Holding Company Act of

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1935, as amended, or any successor statute. Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or any successor statute.

(p)  Compliance with Law.    Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except to the extent that any contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(q)  Compliance with Credit and Collection Policy.    Such Seller has complied in all material respects with the Credit and Collection Policy with regard to each Receivable originated by it and the related Contract, and has not made any material change to such Credit and Collection Policy.

(r)  Payments to Seller.    With respect to each Receivable transferred by such Seller, hereunder, the consideration received by such Seller constitutes reasonably equivalent value therefor and such Transfer was not made for or on account of an antecedent debt. No Transfer by such Seller of any Receivable hereunder is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended.

(s)  Enforceability of Contracts.    Each Contract with respect to each Receivable originated by it is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(t)  Eligible Receivables.    Each Receivable transferred by such Seller hereunder and that is included by Buyer in the Net Receivables Balance as an Eligible Receivable on the date hereof is an Eligible Receivable on the date hereof.

(u)  Accounting.    The manner in which such Seller will account for the transactions contemplated by this Agreement does not jeopardize the

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characterization of the Transfers hereunder as being in the nature of a “true sale.”

ARTICLE III

CONDITIONS OF PURCHASE

SECTION 3.1   Conditions Precedent to Transfer.    The Transfer under this Agreement is subject to the condition precedent that this Agreement shall have been duly executed and delivered by a duly authorized officer of each party hereto.

ARTICLE IV

COVENANTS

SECTION 4.1   Affirmative Covenants of the Sellers.    Until the Collection Date, each of the Original Sellers, CMI and Assignor (each, for the purpose of this Article IV, individually, a “Seller”) hereby covenants as set forth below:

(a)  Keeping and Marking of Records and Books.    Such Seller will (i) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to Buyer (and its assigns), describing the Transfers to be made by such Seller hereunder and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) under the Purchase Agreement and (ii) upon the request of Buyer (or its assigns), (x) at any time, following the occurrence of an Amortization Event, at which the Agent is considering the termination of Buyer as Servicer, mark each Contract with a legend describing Buyer’s ownership interests in the Receivables and further describing the Purchaser Interests of the Agent (on behalf of the Purchasers) and (y) after the termination of Buyer as Servicer or any Originator as sub-Servicer, deliver to Buyer (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to the Receivables.

(b)  Compliance with Contracts.    Such Seller will timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, except to the extent that any failure to do so could not be reasonably expected to have a Material Adverse Effect . Such Seller will pay when due any taxes payable in connection with the Receivables originated by it, exclusive of taxes on or measured by income or gross receipts of the applicable transferee and its assigns.

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(c)  Ownership.    Such Seller will take all necessary action to establish and maintain, irrevocably in such Seller’s applicable transferee hereunder, legal and equitable title to the Receivables to be transferred by such Seller, the Related Security and the Collections, free and clear of any Adverse Claims other than Adverse Claims created under the Transaction Documents (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect such transferee’s interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of such transferee as such transferee (or its assigns) may reasonably request).

(d)  Collections.    Such Seller will cause (1) all Collections on Receivables originated by it to be remitted to a Lock-Box and (2) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to Receivables are remitted directly to such Seller or any Affiliate of such Seller, such Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank for deposit into a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, such Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of Buyer and its assigns.

SECTION 4.2   Negative Covenants of the Sellers.    Until the Collection Date, such Seller hereby covenants that:

(a)  Name Change, Offices and Records.    Such Seller will not change its name, identity or corporate structure (within the meaning of Section 9-402(7) of any applicable enactment of the UCC) or relocate its chief executive office or any office where Records are kept unless it shall have: (i) given the Buyer and the Agent at least forty-five (45) days’ prior written notice thereof and (ii) delivered to Buyer and the Agent all financing statements, instruments and other documents requested by Buyer and the Agent in connection with such change or relocation.

(b)  Change in Payment Instructions to Obligors.    Such Seller will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account.

(c)  Modifications to Contracts.    Such Seller will not extend, amend or otherwise

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materially modify the terms of any Receivable or any Contract related thereto, except in compliance with the terms of the Credit and Collection Policy.

(d)  Accounting for Transfer.    Such Seller will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the sale or outright transfer of the Receivables and the Related Security by such Seller to the applicable transferee or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a sale or outright transfer of the Receivables and the Related Security by such Seller to the applicable transferee hereunder except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles.

ARTICLE V

INDEMNIFICATION

SECTION 5.1   Indemnities by the Sellers.    Without limiting any other rights that the transferees hereunder may have hereunder or under applicable law, each of the Original Sellers, CMI and Assignor (each individually, for the purposes of this Section 5.1, a “Seller”) hereby agree to indemnify their respective transferee and such transferee’s assigns (including, without limitation, Buyer and the Agent), officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, taxes and liabilities, reasonable out-of-pocket costs and expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of such transferee) and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by such transferee of an interest in the Receivables, excluding, however:

(i)  Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;

(ii)  Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or

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(iii)  taxes imposed by the jurisdiction in which such Indemnified Party’s principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Characterization;

provided, however, that nothing contained in this sentence shall limit the liability of any Seller, or limit the recourse of the transferees hereunder to any Seller for amounts otherwise specifically provided to be paid by such Seller under the terms of any other provision of this Agreement. Without limiting the generality of the foregoing indemnification, each Seller shall indemnify its respective transferee for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to such Seller) resulting from:

(i)  any representation or warranty made by such Seller (or any officers of such Seller) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by such Seller pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made;

(ii)  any failure of any Receivable transferred by such Seller hereunder to be an Eligible Receivable on the date hereof;

(iii)  the failure by such Seller, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of such Seller to keep or perform any of its obligations, express or implied, with respect to any Contract;

(iv)  any failure of such Seller to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document;

(v) any products liability or similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract;

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(vi)  any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services;

(vii)  the commingling of Collections of Receivables at any time with other funds;

(viii)  any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Transfer hereunder, the ownership of the Receivables or any other investigation, litigation or proceeding relating to such Seller in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;

(ix)  any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;

(x)  any failure to vest and maintain vested in the applicable transferee hereunder or Buyer, or to Transfer to the applicable transferee hereunder or Buyer, legal and equitable title to, and ownership of, the Receivables, the Related Security and the Collections, free and clear of any Adverse Claim (except as created by the Transaction Documents);

(xi)  any action or omission by such Seller which reduces or impairs the rights of the applicable transferee with respect to any Receivable or the value of any such Receivable; and

(xii)  any attempt by any Person to void any Transfer hereunder under statutory provisions or common law or equitable action.

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ARTICLE VI

MISCELLANEOUS

SECTION 6.1   Waivers and Amendments.

(a)  No failure or delay on the part of any party hereto (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

(b)  No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by the parties hereto and the Agent.

SECTION 6.2   Notices.    Except as provided below, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (i) if given by telecopy, upon the receipt thereof, (ii) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (iii) if given by any other means, when received at the address specified in this Section 6.2.

SECTION 6.3   Protection of Ownership Interests of Buyer.

(a)  Each of the Original Sellers, CMI and Assignor agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer or the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests with respect to Receivables, the Collections and the Related Security, or to enable Buyer or the Agent to exercise and enforce its rights and remedies hereunder.

(b)  If any of the Original Sellers, CMI or Assignor fail to perform any of its respective obligations hereunder, either Buyer or the Agent may (but shall not be required to) perform, or cause performance of, such obligation, and

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any reasonable out-of-pocket costs and expenses incurred in connection therewith shall be payable by such Original Seller, CMI or Assignor, as applicable. Each of the Original Sellers, CMI and Assignor irrevocably authorize each of Buyer and the Agent at any time and from time to time in the sole discretion of such Person, and appoints each of Buyer and the Agent as its attorney(es)-in-fact, to act on behalf of Original Sellers, CMI or Assignor (i) following a failure on the part of such Person to execute the applicable financing statements referred to below on its own behalf, to execute on behalf of Original Sellers, CMI or Assignor as debtor and to file financing statements necessary or desirable in Buyer’s or Agent’s sole discretion to perfect and to maintain the perfection and priority of the interest of such Person in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as either Buyer or the Agent deems necessary or reasonably desirable to perfect and to maintain the perfection and priority of such Person’s interests in the Receivables. This appointment is coupled with an interest and is irrevocable.

SECTION 6.4   Confidentiality.

(a)  The Original Sellers, CMI, Assignor and Buyer shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Purchase Agreement and the other confidential proprietary information with respect to the Agent and FALCON and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that the Original Sellers, CMI, Assignor and Buyer and their officers and employees may disclose such information to their external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding.

(b)  Anything herein to the contrary notwithstanding, each of the Original Sellers, CMI, Assignor and Buyer hereby consent to the disclosure of any nonpublic information with respect to it (i) to any of the parties hereto, the Agent, the Financial Institutions or FALCON by each other, or (ii) by the Agent to any rating agency or provider of a surety, guaranty or credit or liquidity enhancement to FALCON or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Bank One acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing. In addition, the Purchasers and the Agent may disclose any such nonpublic information pursuant to any applicable law, rule, regulation, direction, request or order of

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any judicial, administrative or regulatory authority or proceedings (having the force or effect of law). The Agent or the Purchasers may disclose any nonpublic information with respect to the Original Sellers, CMI, Assignor or Buyer to any prospective or actual assignee or participant of any of them with the prior written consent of CMI, provided that the Agent and the Purchasers may disclose any nonpublic information to any such Person, without the consent of CMI, any Originator or any other Person, if such information is presented on a portfolio basis, does not explicitly refer to Originator and does not disclose specific financial information in respect of the Originator.

SECTION 6.5   Bankruptcy Petition.

(a)  Each of the Original Sellers, CMI, Assignor and Buyer hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Indebtedness of FALCON, it will not institute against, or join any other Person in instituting against, FALCON any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

(b)  Each of the Original Sellers, CMI and Assignor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of Buyer under the Purchase Agreement, it will not institute against, or join in any other Person in instituting against, Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or any other similar proceeding under the laws of the United States or any state of the United States.

SECTION 6.6   CHOICE OF LAW.    THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.

SECTION 6.7   CONSENT TO JURISDICTION.    THE ORIGINAL SELLERS, CMI, ASSIGNOR AND BUYER HEREBY IRREVOCABLY SUBMIT TO THE NON–EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY THE ORIGINAL SELLERS, CMI, ASSIGNOR OR BUYER PURSUANT TO THIS AGREEMENT AND SUCH PARTIES HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND

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DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION SUCH PARTY MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST THE ORIGINAL SELLERS, CMI OR ASSIGNOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE ORIGINAL SELLERS, CMI OR ASSIGNOR AGAINST BUYER (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY THE ORIGINAL SELLERS, CMI, ASSIGNOR OR BUYER PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

SECTION 6.8   WAIVER OF JURY TRIAL.    EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY SUCH PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

SECTION 6.9   Integration; Binding Effect; Survival of Terms.

(a)  This Agreement, the Purchase Notes and each Collection Account Agreement contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.

(b)  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the date following the Facility Termination Date on which all of the Aggregate Unpaids under the Transaction Documents shall have been reduced to zero, on which date this Agreement shall terminate; provided, however, that (i) the rights and remedies with respect to (A) any breach of any representation and warranty

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made by Assignor pursuant to Article II, (B) the indemnification provisions of Article_V (other than as provided in clause (ii) below), shall be continuing and shall survive any termination of this Agreement until the date which occurs 367 days after the date this Agreement shall have been terminated and (ii) the rights and remedies with respect to (A) Section 6.4 and Section 6.5 and (B) the indemnification provisions of Article V relating to any event or circumstance of the type described in clause (v), (viii), or (xii) thereof shall be continuing and shall survive any termination of this Agreement.

SECTION 6.10   Counterparts; Severability; Section References.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall mean articles and sections of, and schedules and exhibits to, this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof.

JOHNSON POLYMER, INC.
By:	/s/    FRANCISCO SANCHEZ
Francisco Sanchez Corporate Treasurer
Address: 8310 16th Street P.O. Box 902 Sturtevant, WI 53177-0902

U S CHEMICAL CORPORATION
By:	/s/    FRANCISCO SANCHEZ
Francisco Sanchez Vice President
Address: 1800 West Sarah Lane, Suite 310 Brookfield, WI 53045

WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.
By:	/s/    FRANCISCO SANCHEZ
Francisco Sanchez Vice President
Address: 3568 Tree Court Boulevard St. Louis, MO 63122-6620

Signature Page to Receivables Sale and Contribution Agreement

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    FRANCISCO SANCHEZ
Francisco Sanchez Divisional Vice President and Corporate Treasurer
Address: 8310 16th Street P.O. Box 902 Sturtevant, WI 53177-0902

JWP INVESTMENTS, INC
By:	/s/    LUIS MACHADO
Luis Machado Assistant Secretary
Address: c/o M&I Portfolio Services, Inc. 3993 Howard Hughes Parkway, Suite 100 Las Vegas, NV 89109

JWPR CORPORATION
By:	/s/    FRANCISCO SANCHEZ
Francisco Sanchez Vice President
Address: c/o M&I Portfolio Services, Inc. 3993 Howard Hughes Parkway, Suite 100 Las Vegas, NV 89109

Signature Page to Receivables Sale and Contribution Agreement

EXHIBIT I

Definitions

This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits, Schedules and Annexes thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit, Schedule or Annex thereto, and not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement.

“Agent” has the meaning set forth in the Preliminary Statements to the Agreement.

“Agreement” means the Receivables Sale and Contribution Agreement, dated as of March 2, 2001, between JPI, USCHEM, WHITMIRE, CMI, Assignor and Buyer, as the same may be amended, restated or otherwise modified.

“Assignor” has the meaning set forth in the preamble to the Agreement.

“Authorized Officer” means, with respect to each of the Original Sellers, CMI, Assignor or Buyer, its corporate president, secretary, controller, treasurer or chief financial officer or any vice president.

“Business Day” means any day on which banks are not authorized or required to close in New York, New York or Chicago, Illinois and The Depository Trust Company of New York is open for business.

“Buyer” has the meaning set forth in the preamble to the Agreement.

“Collection Date” means the date all of the Receivables transferred hereunder shall be paid and collected in full or written-off in accordance with generally accepted accounting principles.

“Credit and Collection Policy” means each of the Original Sellers’, CMI’s and Assignor’s credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in Exhibit IV, as modified from time to time in accordance with the Agreement.

“Cut-off Time” has the meaning set forth in Section 1.1(a).

“Deemed Collection” has the meaning set forth in Section 1.3.

“Default Fee” means a per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum.

“Dilutions” means, at any time, the aggregate amount of reductions or cancellations described in Section 1.3(a) of the Agreement.

“Discount Factor” means a percentage calculated to provide the purchasers hereunder with a reasonable return on their investment in the Receivables after taking account of (i) the time value of money based upon the anticipated dates of collection of the Receivables and the cost to the purchasers hereunder of financing its investment in the Receivables during such period and (ii) the risk of nonpayment by the Obligors.

“Estimated Purchase Price” means in the case of the Transfer by any Original Seller to CMI of Receivables, an amount, based upon the outstanding balance of such Receivables as of February 2, 2001, which such Original Seller estimates in good faith to be the outstanding balance of such Receivables as of the date hereof.

“FALCON” has the meaning set forth in the Preliminary Statements to the Agreement.

“Federal Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as amended and any successor statute thereto.

“Intended Characterization” means, for income tax purposes, the characterization of the acquisition by the Purchasers of Purchaser Interests under the Purchase Agreement as a loan or loans by the Purchasers to Buyer secured by the Receivables, the Related Security and the Collections.

“JPI” has the meaning given to such term in the preamble to the Agreement.

“Material Adverse Effect” means a material adverse effect on (i) the financial condition or operations of any of the Original Sellers, CMI, Assignor or Buyer, (ii) the ability of any of the Original Sellers, CMI, Assignor or Buyer to perform its obligations under any Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) any of the Original Sellers’, CMI’s Assignor’s, Buyer’s, the Agent’s or any Purchaser’s interest in the Receivables generally or in any significant portion of the Receivables, the

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Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables.

“Minimum Net Worth” has the meaning given to such term in the Purchase Agreement.

“Original Balance” means, with respect to any Receivable, the Outstanding Balance of such Receivable on the date it was purchased by Buyer.

“Original Sellers” has the meaning set forth in the preamble to this Agreement.

“Prime Rate” means, at any time, the rate per annum then most recently published in the Wall Street Journal as the ‘Prime Rate’ or, if such information is no longer available or delayed for any reason, “Prime Rate” shall mean a rate per annum equal to the corporate base rate, prime rate or base rate of interest, as applicable, announced by Bank One or Bank One Corporation from time to time, changing when and as such rate changes.

“Purchase Agreement” has the meaning set forth in the Preliminary Statements to the Agreement.

“Purchase Note” has the meaning set forth in Section 1.2(a).

“Purchase Price” means, with respect to the Transfer by any Original Seller to CMI as of the date hereof, the aggregate price to be paid by CMI to such Original Seller for such Transfer in accordance with Section 1.2 of the Agreement for the Receivables originated by such Original Seller, and then being sold to CMI, together with the Collections and Related Security with respect thereto, which price shall equal (i) the product of (x) the Original Balance of such Receivables, multiplied by (y) one minus the Discount Factor.

“Purchaser” means FALCON or a Financial Institution, as applicable.

“Receivable” means the indebtedness and other obligations owed to an Original Seller or to CMI (without giving effect to any Transfer or conveyance under the Agreement) or to CMI, Assignor or Buyer (after giving effect to the Transfers under the Agreement) whether constituting an account, contract right, payment intangible, promissory note, chattel paper, instrument, document, investment property, financial asset or general intangible, arising in connection with the sale of goods or the rendering of services by an Original Seller or CMI and includes, without limitation, the obligation to pay any Finance Charges with respect

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thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction.

“Related Security” means, with respect to any Receivable:

(i)  all of an Original Seller’s or CMI’s interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the financing or lease of which by such Original Seller or CMI gave rise to such Receivable, and all insurance contracts with respect thereto,

(ii)  all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable,

(iii)  all guaranties, letters of credit, letter-of-credit rights, supporting obligations, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

(iv)  all service contracts and other contracts and agreements associated with such Receivable,

(v)  all Records related to such Receivable,

(vi)  all proceeds of any of the foregoing.

“Subsidiary” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations) is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of .

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“Transaction Documents” means, collectively, this Agreement, the Sale Agreements, the Purchase Agreement, each Collection Account Agreement, the Purchase Notes and all other instruments, documents and agreements executed and delivered in connection herewith.

“Transfer” means, as applicable, (i) the sale under this Agreement by the Original Sellers to CMI of Receivables, the Related Security and the Collections related thereto, together with all related rights in connection therewith as contemplated in Section 1.1(a) hereof; (ii) the transfer under this Agreement by CMI to Assignor of Receivables, the Related Security and the Collections related thereto, together with all related rights in connection therewith as contemplated in Section 1.1(b) hereof; or (iii) the transfer under this Agreement by Assignor to Buyer of Receivables, the Related Security and the Collections related thereto, together with all related rights in connection therewith as contemplated in Section 1.1(c) hereof.

“USCHEM” has the meaning given to such term in the preamble to the Agreement.

“WHITMIRE” has the meaning given to such term in the preamble to the Agreement.

All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of Illinois, and not specifically defined herein, are used herein as defined in such Article 9.

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EX-10.22

Exhibit 10.22

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and JoAnne Brandes (“Employee”).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

EMPLOYMENT

1.1  Position and Responsibilities.    During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as Senior Vice President, General Counsel and Secretary, and to be responsible for the typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2  Place of Employment.    Employee’s principal place of employment shall be CMI’s corporate headquarters, presently located in Sturtevant, Wisconsin.

1.3  Duties.    During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee’s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to her under the Agreement; and provided further, that the Employee may invest her personal or family funds in any form or manner she may choose that will not require any services on her part in the operation of or the affairs of the companies in and which such investments are made. The Employee will perform faithfully the duties consistent with her position and which may be assigned to her from time to time by the President or Chairman.

ARTICLE II

TERM AND TERMINATION

2.1  Term.    Employee’s employment under this Agreement shall commence on November 8, 1999, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2  Termination Without Cause.    If Employee’s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as she complies with all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of her base salary for one year from the effective date of the employment termination; (b) a pro-rated performance bonus for the fiscal year in which termination occurs, as described in Section 3.2, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.

2.3  Resignation Or Termination For Cause.    If Employee should resign her employment, or if the Chairman or President should terminate Employee’s employment for cause, Employee shall not be entitled to any compensation or remuneration other than such amounts and benefits as Employee is eligible to receive under CMI’s then prevailing policies and benefit plans and as prescribed by law. “Cause” means termination for any of the following reasons:

(a)  Material breach of this Agreement.

(b)  Failure to perform within the provisions of “This We Believe”.

(c)  Willful misconduct, or willful violation of the law in the performance of duties under this Agreement.

(d)  Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(e)  Conviction of a felony.

(f)  Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(g)  Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(h)  Breach of the fiduciary duty owed to CMI as an officer of the CMI.

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(i) Breach of any duty or obligation under the agreements attached as Addenda A through C to this Agreement.

2.4  Death Or Disability.    Employee’s employment shall terminate automatically and immediately upon Employee’s death, or upon the Chairman’s or President’s written determination that Employee is unable, due to a disability, to continue carrying out the duties and responsibilities of her position. For purposes of this Agreement, “disability” means the inability of the Employee, due to a physical or mental impairment, for 120 consecutive days to perform the essential duties and functions contemplated by this Agreement with or without reasonable accommodation. A determination of disability shall be made by an independent physician selected by the Chairman or President who is deemed satisfactory to the Employee, and Employee shall cooperate with the efforts to make such determination. Notice of determination of disability shall be provided by the Chairman or President in writing to Employee stating the facts and reasons for such determination. Any such determination shall be conclusive and binding on the parties. Nothing in this section, however, shall be deemed to alter CMI’s duty to reasonably accommodate, if possible, any disability of Employee. Any determination of disability under this Section is not intended to affect any benefits to which employee may be entitled under any long-term disability insurance policy provided by CMI or Employee with respect to employee, which benefits shall be governed solely by the terms of any such insurance policy. If employee’s employment is terminated under this section, Employee or her estate shall be entitled to receive payments as described in Section 2.2 above.

ARTICLE III

COMPENSATION

3.1  Base Salary.    During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $300,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.

3.2  Performance Bonus.    The Employee shall be eligible to receive a Performance Bonus in accordance with the terms of the Performance Bonus Objective Plan. The Employee’s target bonus is 50% of fiscal year base salary. Depending on achievement of objectives, this amount can range between 0% and 200% of the target. The Performance Bonuses are paid after approval of the Board of Directors of the Company at their Fall Board meeting.

3.3  Flexible Spending Account.    Employee shall be entitled to an annual Flexible Spending Account of $5,000 to be used for annual country club dues, financial planning, tax advice/preparation and estate planning.

3.4  Benefits.    Employee shall be entitled to participate in all benefit programs which CMI from time to time may make available to other executive level employees. Employee shall have no vested rights in any such programs except as expressly provided under the terms thereof. CMI expressly reserves the rights in its sole discretion to terminate or modify any such programs at any time and from time to time.

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ARTICLE IV

LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

The following sets forth additional provisions regarding the Long Term Incentive Plan:

4.1  Participation.    Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and the provisions of this Agreement. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in this Agreement.

4.2  Awards Generally.    Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and this Agreement.

4.3  Shares.

A)  Non-Purchased Shares.    Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination For Cause or Resignation, employee will forfeit all Non-Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement she shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-Purchased Shares are forfeited.

B)  Purchased Shares.

i)  Loan to Employee.    Company shall lend Employee the money to purchase the Purchased Shares bearing interest, payable annually, at the applicable Federal Rate under section 1274(d) of the Internal Revenue Code, for the month and term for which the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to this Agreement and shall be due and payable on the date(s) specified in the Note. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii)  Interest Bonus.    Employee shall, during the term of her employment under this Agreement, receive a bonus which is equal

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to the interest due on the Note. Such bonus shaIl be paid to the Employee at the time the interest is due on the Note.

iii)  Loan Forgiveness.    Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus.

4.4  Stock Options.

A)  Exercise and Vesting.    Vested Options shall be exercisable for a 10 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date she becomes vested as a result of Termination For Cause or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. AIl Vested Options must be exercised within 90 days of Employee’s termination of employment.

B)  Exercise.    Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C)  Rights As A Stockholder.    Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D)  Non-Transferability of Options.    Options are not transferable except by the laws of descent and distribution on the death of the Employee.

4.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment. Company shares may not be transferred except pursuant to Section 5.2 of

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the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

ARTICLE VI

MISCELLANEOUS

5.1  Entire Agreement.    This agreement, together with Addenda A through C attached hereto, set forth the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements between the parties relating to the subject matter hereof.

5.2  Waiver of Breach.    The waiver by a party of the breach of any provision of this Agreement shall not be deemed a waiver by said party of any other or subsequent breach.

5.3  Assignment.    This Agreement shall not be assignable by CMI without the written consent of Employee; provided, however, that if CMI shall merge or consolidate with or into, transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding upon and shall inure to the benefit of the successor corporation in such merger, consolidation or transfer. Employee may not assign, pledge or encumber any interest in this Agreement or any part thereof without the written consent of CMI.

5.4  Disputes.    Any dispute or controversy arising from or relating to this Agreement shall be submitted to and decided by binding arbitration in the State of Wisconsin, USA. At the request of either CMI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by CMI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. The parties shall share all expenses of arbitration equally.

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5.5  Limitation On Claims.    Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

5.6  Notices.    All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy or facsimile, by overnight courier, or seven days after being mailed by first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below:

If to Employee:    JoAnne Brandes

8130 Kensington Way

Franklin, WI 53132

If to CMI:               Debra A. Lake

    Vice President, Global Human Resources

    S. C. Johnson Commercial Markets, Inc.

    8310 16th Street- M/S 515

    P.O. Box 902

    Sturtevant, WI 53177-0902

with a copy to:      JoAnne Brandes

    Sr. Vice President, General Counsel & Secretary

    S. C. Johnson CommerciaI Markets, Inc.

    8310 16th Street-M/S 510

    P.O. Box 902

    Sturtevant, WI 53177-0902

or to such other address as such party shall have designated by written notice so given to each other party.

5.6  Amendment.    This Agreement may be modified only in writing, signed by both of the parties. Headings included in this Agreement are for convenience onIy and are not intended to limit or expand the rights of the parties hereto.

5.7  Severability.    If any provision of this Agreement is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invaIid or unenforceable provision, shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

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5.8  Attachments.    Addenda A through C is attached and each is incorporated by reference as a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    GREGORY E. LAWTON
	Gregory E. Lawton
	/s/    JOANNE BRANDES
	JoAnne Brandes (Employee)

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EX-10.23

Exhibit 10.23

AMENDMENT TO EMPLOYMENT AGREEMENT

AND LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

This agreement is made and entered into this 23rd day of October, 2000, by and between S.C. JOHNSON COMMERCIAL MARKETS, INC., Delaware corporation (“CMI”) and JoAnne Brandes (“Employee”)

WHEREAS, CMI and employee have entered into an employment agreement dated November 8, 1999 (the “Employment Agreement”) and the Employee is a participant in the S.C. Johnson Commercial Markets, Inc. Long Term Incentive Plan (the “LTIP”) and has executed the Long Term Incentive Plan Operating Provisions (the “Operating Provisions”); and

WHEREAS, the Employment Agreement and the Operating Provisions must all be amended to provide favorable accounting treatment for CMI with respect to the Employee’s interests under the LTIP; and

WHEREAS, the Employee will benefit from such favorable accounting treatment.

NOW THEREFORE, in consideration of the mutual promises and agreements set forth in the premises and below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1  LTIP Revisions.    Employee acknowledges and accepts the provisions of the revised LTIP, a copy of which is attached to this agreement.

1.2  Employment Agreement.    Section 4.5 of the Employment Agreement is modified, in its entirety, to read as follows:

4.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least six months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company Shares acquired through the exercise of Options for at least 6 months from the date such Options were exercised.

B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the

Company Shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the Committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

1.3  Operating Provisions    Section 1.5 of the Operating Provisions is modified, in its entirety, to read as follows:

1.5  Provisions Applicable To All Purchased And Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least 6 months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company shares acquired through the exercise of Options for at least 6 months from the date such options were exercised.

‘B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the Company shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee also acknowledges the Committee’s

determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under these provisions.

A WITNESS WHEREOF the parties hereto have executed this agreement as of the day, month and year first above written.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    GREGORY E. LAWTON
	Gregory E. Lawton
	/s/    JOANNE BRANDES
	JoAnne Brandes (Employee)

EX-10.24

Exhibit 10.24

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and Michael J. Bailey (“Employee”).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

EMPLOYMENT

1.1  Position and Responsibilities.    During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as Senior Vice President and Chief Financial Officer, and to be responsible for the typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2  Place of Employment.    Employee’s principal place of employment shall be CMI’s corporate headquarters, presently located in Sturtevant, Wisconsin.

1.3  Duties.    During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee’s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to him under the Agreement; and provided further, that the Employee may invest his personaI or family funds in any form or manner he may choose that will not require any services on his part in the operation of or the affairs of the companies in and which such investments are made. The Employee will perform faithfully the duties consistent with his position and which may be assigned to him from time to time by the President or Chairman.

ARTICLE II

TERM AND TERMINATION

2.1  Term.    Employee’s employment under this Agreement shall commence on November 8, 1999, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2  Termination Without Cause.    If Employee’s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as he complies with all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of his base salary for one year from the effective date of the employment termination; (b) a pro-rated performance bonus for the fiscal year in which termination occurs, as described in Section 3.2, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.

2.3  Resignation Or Termination For Cause.    If Employee should resign his employment, or if the Chairman or President should terminate Employee’s employment for cause, Employee shall not be entitled to any compensation or remuneration other than such amounts and benefits as Employee is eligible to receive under CMI’s then prevailing policies and benefit plans and as prescribed by law. “Cause” means termination for any of the following reasons:

(a)  Material breach of this Agreement.

(b)  Failure to perform within the provisions of “This We Believe”.

(c)  Willful misconduct, or willful violation of the law in the performance of duties under this Agreement.

(d)  Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(e)  Conviction of a felony.

(f)  Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(g)  Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(h)  Breach of the fiduciary duty owed to CMI as an officer of the CMI.

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(i)  Breach of any duty or obligation under the agreements attached as Addenda A through C to this Agreement.

2.4  Death Or Disability.    Employee’s employment shall terminate automatically and immediately upon Employee’s death, or upon the Chairman’s or President’s written determination that Employee is unable, due to a disability, to continue carrying out the duties and responsibilities of his position. For purposes of this Agreement, “disability” means the inability of the Employee, due to a physical or mental impairment, for 120 consecutive days to perform the essential duties and functions contemplated by this Agreement with or without reasonable accommodation. A determination of disability shall be made by an independent physician selected by the Chairman or President who is deemed satisfactory to the Employee, and Employee shall cooperate with the efforts to make such determination. Notice of determination of disability shall be provided by the Chairman or President in writing to Employee stating the facts and reasons for such determination. Any such determination shall be conclusive and binding on the parties. Nothing in this section, however, shall be deemed to alter CMI’s duty to reasonably accommodate, if possible, any disability of Employee. Any determination of disability under this Section is not intended to affect any benefits to which employee may be entitled under any long-term disability insurance policy provided by CMI or Employee with respect to employee, which benefits shall be governed solely by the terms of any such insurance policy. If employee’s employment is terminated under this section, Employee or his estate shall be entitled to receive payments as described in Section 2.2 above.

ARTICLE III

COMPENSATION

3.1  Base Salary.    During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $300,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.

3.2  Performance Bonus.    The Employee shall be eligible to receive a Performance Bonus in accordance with the terms of the Performance Bonus Objective Plan. The Employee’s target bonus is 50% of fiscal year base salary. Depending on achievement of objectives, this amount can range between 0% and 200% of the target. The Performance Bonuses are paid after approval of the Board of Directors of the Company at their Fall Board meeting.

3.3  Flexible Spending Account.    Employee shall be entitled to an annual Flexible Spending Account of $5,000 to be used for annual country club dues, financial planning, tax advice/preparation and estate planning.

3.4  Benefits.    Employee shall be entitled to participate in all benefit programs which CMI from time to time may make available to other executive level employees. Employee shall have no vested rights in any such programs except as expressly provided under the terms thereof. CMI expressly reserves the rights in its sole discretion to terminate or modify any such programs at any time and from time to time.

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ARTICLE IV

LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

The following sets forth additional provisions regarding the Long Term Incentive Plan:

4.1  Participation.    Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and the provisions of this Agreement. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in this Agreement.

4.2  Awards Generally.    Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and this Agreement.

4.3  Shares.

A)  Non-Purchased Shares.    Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination For Cause or Resignation, employee will forfeit all Non-Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement he shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-Purchased Shares are forfeited.

B)  Purchased Shares.

i)  Loan to Employee.    Company shall lend Employee the money to purchase the Purchased Shares bearing interest, payable annually, at the applicable Federal Rate under section 1274(d) of the Internal Revenue Code, for the month and term for which the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to this Agreement and shall be due and payable on the date(s) specified in the Note. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii)  Interest Bonus.    Employee shall, during the term of his employment under this Agreement, receive a bonus which is equal

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to the interest due on the Note. Such bonus shall be paid to the Employee at the time the interest is due on the Note.

iii)  Loan Forgiveness.    Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus.

4.4  Stock Options.

A)  Exercise and Vesting.    Vested Options shall be exercisable for a 10 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employee’s termination of employment.

B)  Exercise.    Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C)  Rights As A Stockholder.    Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D)  Non-Transferability of Options.    Options are not transferable except by the laws of descent and distribution on the death of the Employee.

4.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment. Company shares may not be transferred except pursuant to Section 5.2 of

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the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

ARTICLE VI

MISCELLANEOUS

5.1  Entire Agreement.    This agreement, together with Addenda A through C attached hereto, set forth the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements between the parties relating to the subject matter hereof.

5.2  Waiver of Breach.    The waiver by a party of the breach of any provision of this Agreement shall not be deemed a waiver by said party of any other or subsequent breach.

5.3  Assignment.    This Agreement shall not be assignable by CMI without the written consent of Employee; provided, however, that if CMI shall merge or consolidate with or into, transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding upon and shall inure to the benefit of the successor corporation in such merger, consolidation or transfer. Employee may not assign, pledge or encumber any interest in this Agreement or any part thereof without the written consent of CMI.

5.4  Disputes.    Any dispute or controversy arising from or relating to this Agreement shall be submitted to and decided by binding arbitration in the State of Wisconsin, USA. At the request of either CMI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by CMI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. The parties shall share all expenses of arbitration equally.

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5.5  Limitation On Claims.    Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

5.6  Notices.    All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy or facsimile, by overnight courier, or seven days after being mailed by first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below:

If to Employee:     Michael J. Bailey

    22 Yeoman Drive

    Upper Saddle River, NJ 07458

If to CMI:               Debra A. Lake

    Vice President, Global Human Resources

    S. C. Johnson Commercial Markets, Inc.

    8310 16th Street-M/S 515

    P.O. Box 902

    Sturtevant, WI 53177-0902

with a copy to:      JoAnne Brandes

    Sr. Vice President, General Counsel & Secretary

    S. C. Johnson Commercial Markets, Inc.

    8310 16th Street-M/S 510

    P.O. Box 902

    Sturtevant, WI 53177-0902

or to such other address as such party shall have designated by written notice so given to each other party.

5.6  Amendment.    This Agreement may be modified only in writing, signed by both of the parties. Headings included in this Agreement are for convenience only and are not intended to limit or expand the rights of the parties hereto.

5.7  Severability.    If any provision of this Agreement is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision, shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

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5.8  Attachments.    Addenda A through C is attached and each is incorporated by reference as a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDES
	JoAnne Brandes
	/s/    MICHAEL J. BAILEY
	Michael J. Bailey (Employee)

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EX-10.25

Exhibit 10.25

AMENDMENT TO EMPLOYMENT AGREEMENT

AND LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

This agreement is made and entered into this 23rd day of October, 2000, by and between S.C. JOHNSON COMMERCIAL MARKETS, INC., Delaware corporation (“CMI”) and Michael J. Bailey (“Employee”)

WHEREAS, CMI and employee have entered into an employment agreement dated November 8, 1999 (the “Employment Agreement”) and the Employee is a participant in the S. C. Johnson Commercial Markets, Inc. Long Term Incentive Plan (the “LTIP”) and has executed the Long Term Incentive Plan Operating Provisions (the “Operating Provisions”); and

WHEREAS, the Employment Agreement and the Operating Provisions must all be amended to provide favorable accounting treatment for CMI with respect to the Employee’s interests under the LTIP; and

WHEREAS, the Employee will benefit from such favorable accounting treatment.

NOW THEREFORE, in consideration of the mutual promises and agreements set forth in the premises and below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1  LTIP Revisions.    Employee acknowledges and accepts the provisions of the revised LTIP, a copy of which is attached to this agreement.

1.2  Employment Agreement.    Section 4.5 of the Employment Agreement is modified, in its entirety, to read as follows:

4.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least six months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company Shares acquired through the exercise of Options for at I east 6 months from the date such Options were exercised.

B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the

Company Shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the Committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

1.3  Operating Provisions.    Section 1.5 of the Operating Provisions is modified, in its entirety, to read as follows:

1.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least 6 months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company shares acquired through the exercise of Options for at least 6 months from the date such options were exercised.

B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the Company shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee also acknowledges the Committee’s

determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under these provisions.

A WITNESS WHEREOF the parties hereto have executed this agreement as of the day, month and year first above written.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDES
	JoAnne Brandes
	/s/    MICHAEL J. BAILEY
	Michael J. Bailey (Employee)

EX-10.26

Exhibit 10.26

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and Gregory E. Lawton (“Employee”).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I  

EMPLOYMENT

1.1  Position and Responsibilities.    During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as President and Chief Operating Officer, Johnson Wax Professional, and to be responsible for the typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2  Place of Employment.    Employee’s principal place of employment shall be CMI’s corporate headquarters, presently located in Sturtevant, Wisconsin.

1.3  Duties.    During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee’s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to him under the Agreement; and provided further, that the Employee may invest his personal or family funds in any form or manner he may choose that will not require any services on his part in the operation of or the affairs of the companies in and which such investments are made. The Employee will perform faithfully the duties consistent with his position and which may be assigned to him from time to time by the President or Chairman.

ARTICLE II

TERM AND TERMINATION

2.1  Term.    Employee’s employment under this Agreement shall commence on November 8, 1999, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2  Termination Without Cause.    If Employee’s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as he complies with all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of his base salary for two years from the effective date of the employment termination; (b) bonus payments at the target level during the salary continuation period, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.

2.3  Resignation Or Termination For Cause.    If Employee should resign his employment, or if the Chairman or President should terminate Employee’s employment for cause, Employee shall not be entitled to any compensation or remuneration other than such amounts and benefits as Employee is eligible to receive under CMI’s then prevailing policies and benefit plans and as prescribed by law. “Cause” means termination for any of the following reasons:

(a)  Material breach of this Agreement.

(b)  Failure to perform within the provisions of “This We Believe”.

(c)  Willful misconduct, or willful violation of the law in the performance of duties under this Agreement.

(d)  Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(e)  Conviction of a felony.

(f)  Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(g)  Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(h)  Breach of the fiduciary duty owed to CMI as an officer of the CMI.

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(i)  Breach of any duty or obligation under the agreements attached as Addenda A through C to this Agreement.

2.4  Death Or Disability.    Employee’s employment shall terminate automatically and immediately upon Employee’s death, or upon the Chairman’s or President’s written determination that Employee is unable, due to a disability, to continue carrying out the duties and responsibilities of his position. For purposes of this Agreement, “disability” means the inability of the Employee, due to a physical or mental impairment, for 120 consecutive days to perform the essential duties and functions contemplated by this Agreement with or without reasonable accommodation. A determination of disability shall be made by an independent physician selected by the Chairman or President who is deemed satisfactory to the Employee, and Employee shall cooperate with the efforts to make such determination. Notice of determination of disability shall be provided by the Chairman or President in writing to Employee stating the facts and reasons for such determination. Any such determination shall be conclusive and binding on the parties. Nothing in this section, however, shall be deemed to alter CMI’s duty to reasonably accommodate, if possible, any disability of Employee. Any determination of disability under this Section is not intended to affect any benefits to which employee may be entitled under any long-term disability insurance policy provided by CMI or Employee with respect to employee, which benefits shall be governed solely by the terms of any such insurance policy. If employee’s employment is terminated under this section, Employee or his estate shall be entitled to receive payments as described in Section 2.2 above.

ARTICLE III

COMPENSATION

3.1  Base Salary.    During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $640,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.

3.2  Performance Bonus.    The Employee shall be eligible to receive a Performance Bonus in accordance with the terms of the Performance Bonus Objective Plan. The Employee’s target bonus is 70% of fiscal year base salary. Depending on achievement of objectives, this amount can range between 0% and 200% of the target. The Performance Bonuses are paid after approval of the Board of Directors of the Company at their Fall Board meeting.

3.3  Flexible Spending Account.    Employee shall be entitled to an annual Flexible Spending Account of $5,000 to be used for annual country club dues, financial planning, tax advice/preparation and estate planning.

3.4  Benefits.    Employee shall be entitled to participate in all benefit programs which CMI from time to time may make available to other executive level employees. Employee shall have no vested rights in any such programs except as expressly provided under the terms thereof. CMI expressly reserves the rights in its sole discretion to terminate or modify any such programs at any time and from time to time.

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ARTICLE IV

LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

The following sets forth additional provisions regarding the Long Term Incentive Plan:

4.1  Participation.    Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and the provisions of this Agreement. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in this Agreement.

4.2  Awards Generally.    Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and this Agreement.

4.3  Shares.

A)  Non-Purchased Shares.    Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination For Cause or Resignation, employee will forfeit all Non-Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement he shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-Purchased Shares are forfeited.

B)  Purchased Shares.

i)  Loan to Employee.    Company shall lend Employee the money to purchase the Purchased Shares bearing interest, payable annually, at the applicable Federal Rate under section 1274(d) of the Internal Revenue Code, for the month and term for which the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to this Agreement and shall be due and payable on the date(s) specified in the Note. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii)  Interest Bonus.    Employee shall, during the term of his employment under this Agreement, receive a bonus which is equal

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to the interest due on the Note. Such bonus shall be paid to the Employee at the time the interest is due on the Note.

iii)  Loan Forgiveness.    Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus.

4.4  Stock Options.

A)  Exercise and Vesting.    Vested Options shall be exercisable for a 10 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employee’s termination of employment.

B)  Exercise.    Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C)  Rights As A Stockholder.    Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D)  Non-Transferability of Options.    Options are not transferable except by the laws of descent and distribution on the death of the Employee.

4.5    Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment. Company shares may not be transferred except pursuant to Section 5.2 of

5

the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

ARTICLE VI

MISCELLANEOUS

5.1  Entire Agreement.    This agreement, together with Addenda A through C attached hereto, set forth the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements between the parties relating to the subject matter hereof.

5.2  Waiver of Breach.    The waiver by a party of the breach of any provision of this Agreement shall not be deemed a waiver by said party of any other or subsequent breach.

5.3  Assignment.    This Agreement shall not be assignable by CMI without the written consent of Employee; provided, however, that if CMI shall merge or consolidate with or into, transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding upon and shall inure to the benefit of the successor corporation in such merger, consolidation or transfer. Employee may not assign, pledge or encumber any interest in this Agreement or any part thereof without the written consent of CMI.

5.4  Disputes.    Any dispute or controversy arising from or relating to this Agreement shall be submitted to and decided by binding arbitration in the State of Wisconsin, USA. At the request of either CMI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by CMI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. The parties shall share all expenses of arbitration equally.

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5.5  Limitation On Claims.    Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

5.6  Notices.    All notices, requests, demands or other communications required or permitted under this Agreement shaIl be in writing and shaIl be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy or facsimile, by overnight courier, or seven days after being mailed by first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below:

If to Employee:    Gregory E. Lawton

549 Mayflower Road

Lake Forest, IL 60045

If to CMI:            Debra A. Lake

Vice President, Global Human Resources

S. C. Johnson Commercial Markets, Inc.

8310 16th Street - M/S 515

P.O. Box 902

Sturtevant, WI 53177-0902

with a copy to:    JoAnne Brandes

Sr. Vice President, General Counsel & Secretary

S. C. Johnson Commercial Markets, Inc.

8310 16th Street - M/S 510

P.O. Box 902

Sturtevant, WI 53177-0902

or to such other address as such party shall have designated by written notice so given to each other party.

5.6  Amendment.    This Agreement may be modified only in writing, signed by both of the parties. Headings included in this Agreement are for convenience only and are not intended to limit or expand the rights of the parties hereto.

5.7  Severability.    If any provision of this Agreement is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision, shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

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5.8  Attachments.    Addenda A through C is attached and each is incorporated by reference as a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDES
	JoAnne Brandes
	/s/    GREGORY E. LAWTON
	Gregory E. Lawton (Employee)

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EX-10.27

Exhibit 10.27

AMENDMENT TO EMPLOYMENT AGREEMENT

AND LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

This agreement is made and entered into this 4th day of October 2000, by and between S.C. JOHNSON COMMERCIAL MARKETS, INC., Delaware corporation (“CMI”) and Gregory E. Lawton (“Employee”)

WHEREAS, CMI and employee have entered into an employment agreement dated November 8, 1999 (the “Employment Agreement”) and the Employee is a participant in the S. C. Johnson Commercial Markets, Inc. Long Term Incentive Plan (the “LTIP”) and has executed the Long Term Incentive Plan Operating Provisions (the “Operating Provisions”); and

WHEREAS, the Employment Agreement and the Operating Provisions must all be amended to provide favorable accounting treatment for CMI with respect to the Employee’s interests under the LTIP; and

WHEREAS, the Employee will benefit from such favorable accounting treatment.

NOW THEREFORE, in consideration of the mutual promises and agreements set forth in the premises and below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1  LTIP Revisions.    Employee acknowledges and accepts the provisions of the revised LTIP, a copy of which is attached to this agreement.

1.2  Employment Agreement.    Section 4.5 of the Employment Agreement is modified, in its entirety, to read as follows:

4.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least six months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company Shares acquired through the exercise of Options for at least 6 months from the date such Options were exercised.

B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the

Company Shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the Committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

1.3  Operating Provisions.    Section 1.5 of the Operating Provisions is modified, in its entirety, to read as follows:

1.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least 6 months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company shares acquired through the exercise of Options for at least 6 months from the date such options were exercised.

B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the Company shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee also acknowledges the Committee’s

determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under these provisions.

A WITNESS WHEREOF the parties hereto have executed this agreement as of the day, month and year first above written.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDEs
	JoAnne Brandes
	/s/    GREGORY E. LAWTON
	Gregory E. Lawton (Employee)

EX-10.28

Exhibit 10.28

LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

SENIOR EXECUTIVE

The following sets forth additional provisions regarding the Long Term Incentive Plan:

1.1    Participation.    Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and these operating provisions. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in these operating provisions.

1.2    Awards Generally.    Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and these operating provisions.

1.3    Shares.

A) Non-Purchased Shares.    Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination For Cause or Resignation, employee will forfeit all Non-Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement he shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-Purchased Shares are forfeited.

B) Purchased Shares.

i)     Loan to Employee.    Company shall lend Employee the money to purchase the Purchased Shares at the Federal Mid Term Rate, compounded monthly, for the month the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to these operating provisions and shall be due and payable on the date which is four years from its making. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii)     Interest Bonus.    Employee shall, during the term of his employment under these operating provisions, receive a bonus which is equal to the interest due on the Note. Such bonus shall be paid to the Employee at the time the interest is due on the Note. Such interest bonus shall be increased by the taxes due on such interest bonus.

  iii)     Loan Forgiveness.    Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus equal to 40% of the principal payment forgiven.

1.4    Stock Options.

A) Exercise and Vesting.    Vested Options shall be exercisable for a 10 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause (as defined below) or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employees’ termination of employment.

B) Exercise.    Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C) Rights As A Stockholder.    Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D) Non-Transferability of Options.    Options are not transferable except by the laws of descent and distribution on the death of the Employee.

1.5    Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A) Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment. Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B) Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee also acknowledges the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C) Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under these provisions.

1.6    Definition.    “Termination for Cause” means termination for any of the following reasons:

(a) Failure to perform within the provisions of “This We Believe”.

(b) Willful misconduct, or willful violation of the law in the performance of duties under these provisions.

(c) Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(d) Conviction of a felony.

(e) Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(f) Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(g) Breach of the fiduciary duty owed to CMI as an executive of CMI.

(h) Breach of any duty or obligation under the agreements attached as Addenda A and B or under the Agreement to Respect Proprietary Rights and Noncompete.

Received this 22 day of February, 2000.

Employee Signature:	/s/    ALEJANDRO MARTINEZ DE HOZ
	Name: Alejandro Martinez de Hoz

EX-10.29

Exhibit 10.29

AMENDMENT TO EMPLOYMENT AGREEMENT

AND LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

This agreement is made and entered into this 23rd day of October, 2000, by and between S.C. JOHNSON COMMERCIAL MARKETS, INC., Delaware corporation (“CMI”) and Alejandro Martinez de Hoz (“Employee”)

WHEREAS, CMI and employee have entered into an employment agreement dated November 8, 1999 (the “Employment Agreement”) and the Employee is a participant in the S. C. Johnson Commercial Markets, Inc. Long Term Incentive Plan (the “LTIP”) and has executed the Long Term Incentive Plan Operating Provisions (the “Operating Provisions”); and

WHEREAS, the Employment Agreement and the Operating Provisions must all be amended to provide favorable accounting treatment for CMI with respect to the Employee’s interests under the LTIP; and

WHEREAS, the Employee will benefit from such favorable accounting treatment.

NOW THEREFORE, in consideration of the mutual promises and agreements set forth in the premises and below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1  LTIP Revisions.    Employee acknowledges and accepts the provisions of the revised LTIP, a copy of which is attached to this agreement.

1.2  Employment Agreement.    Section 4.5 of the Employment Agreement is modified, in its entirety, to read as follows:

4.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least six months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company Shares acquired through the exercise of Options for at least 6 months from the date such Options were exercised.

B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the

Company Shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the Committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

1.3  Operating Provisions.    Section 1.5 of the Operating Provisions is modified, in its entirety, to read as follows:

1.5  Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A)  Minimum Holding Period.    The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least 6 months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company shares acquired through the exercise of Options for at least 6 months from the date such options were exercised.

B)  Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the Company shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C)  Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee also acknowledges the Committee’s

determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D)  Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under these provisions.

A WITNESS WHEREOF the parties hereto have executed this agreement as of the day, month and year first above written.

S.C. JOHNSON COMMERCIAL MARKETS, INC.
By:	/s/    JOANNE BRANDEs
	JoAnne Brandes
	/s/    ALEJANDRO MARTINEZ DE HOZ
	Alejandro Martinez de Hoz (Employee)

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EX-10.30

Exhibit 10.30

LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

The following sets forth additional provisions regarding the Long Term Incentive Plan:

1.1    Participation.    Employee will be eligible to participate in the Commercial Markets Holdco, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and these operating provisions. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in these operating provisions.

1.2    Stock Options.

A) Exercise and Vesting.    Vested Options shall be exercisable for a 7 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause (as defined below) or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employees’ termination of employment.

B) Exercise.    Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C) Rights As A Stockholder.    Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D) Non-Transferability of Options.    Options are not transferable except by the laws of descent and distribution on the death of the Employee.

1.3    Provisions Applicable To All Options.

A) Minimum Holding Period.    The Employee shall hold all Company Shares acquired through the exercise of Options for at least 6 months from the date such Options were exercised.

B) Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the

transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B) Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee also acknowledges the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C) Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under these provisions.

1.4    Definition.    “Termination for Cause” means termination for any of the following reasons:

(a) Failure to perform within the provisions of “This We Believe”.

(b) Willful misconduct, or willful violation of the law in the performance of duties under these provisions.

(c) Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(d) Conviction of a felony.

(e) Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(f) Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(g) Breach of the fiduciary duty owed to CMI as an executive of CMI.

Received this 06 day of December, 2001.

Employee Signature:	/S/    S. CURTIS JOHNSON
	Name: S. Curtis Johnson

EX-10.32

[FORM OF STOCK OPTION AGREEMENT]

Exhibit 10.32

LONG TERM INCENTIVE PLAN OPERATING PROVISIONS

The following sets forth additional provisions regarding the Long Term Incentive Plan:

1.1    Participation.    Employee will be eligible to participate in the Commercial Markets Holdco, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and these operating provisions. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in these operating provisions.

1.2    Stock Options.

A) Exercise and Vesting.    Vested Options shall be exercisable for a 7 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause (as defined below) or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employees’ termination of employment.

B) Exercise.    Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C) Rights As A Stockholder.    Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D) Non-Transferability of Options.    Options are not transferable except by the laws of descent and distribution on the death of the Employee.

1.3    Provisions Applicable To All Options.

A) Minimum Holding Period.    The Employee shall hold all Company Shares acquired through the exercise of Options for at least 6 months from the date such Options were exercised.

B) Transfer of Shares and Repurchase By Company.    The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the

transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B) Discretion of Committee.    Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee also acknowledges the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C) Withholding.    The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under these provisions.

1.4    Definition.    “Termination for Cause” means termination for any of the following reasons:

(a) Failure to perform within the provisions of “This We Believe”.

(b) Willful misconduct, or willful violation of the law in the performance of duties under these provisions.

(c) Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(d) Conviction of a felony.

(e) Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(f) Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(g) Breach of the fiduciary duty owed to CMI as an executive of CMI.

Received this          day of                                 ,          .

Employee Signature:
	Name:

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EX-10.33

Exhibit 10.33

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 1st day of March, 2000, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and Paul A. Mathias (“Employee”).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

Employment

1.1    Position and Responsibilities.  During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as President, Asia Pacific, Johnson Wax Professional, and to be responsible for the^-typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2    Place of Employment.  Employee’s principal place of employment shall be the Johnson Asia Pacific Regional headquarters, presently located in Bangkok.

1.3    Duties.  During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee’s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to him under the Agreement; and provided further, that the Employee may invest his personal or family funds in any form or manner he may choose that will not require any services on his part in the operation of or the affairs of the companies in and which such investments are made. The Employee will perform faithfully the duties consistent with his position and which may be assigned to him from time to time by the President or Chairman.

ARTICLE II

Term and Termination

2.1    Term.  Employee’s employment under this Agreement shall commence on March 1, 2000, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2    Termination Without Cause.  If Employee’s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as he complies with^, all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of his base salary for one year from the effective date of the employment termination; (b) a pro-rated performance bonus for the fiscal year in which termination occurs, as described in Section 3.2, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.

2.3    Resignation Or Termination For Cause.  If Employee should resign his employment, or if the Chairman or President should terminate Employee’s employment for cause, Employee shall not be entitled to any compensation or remuneration other than such amounts and benefits as Employee is eligible to receive under CMI’s then prevailing policies and benefit plans and as prescribed by law. “Cause” means termination for any of the following reasons:

(a) Material breach of this Agreement.

(b) Failure to perform within the provisions of “This We Believe”.

(c) Willful misconduct, or willful violation of the law in the performance of duties under this Agreement.

(d) Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(e) Conviction of a felony.

(f) Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(g) Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(h) Breach of the fiduciary duty owed to CMI as an officer of the CMI.

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(i) Breach of any duty or obligation under the agreements attached as Addenda A through C to this Agreement.

2.4    Death Or Disability.  Employee’s employment shall terminate automatically and immediately upon Employee’s death, or upon the Chairman’s or President’s written determination that Employee is unable, due to a disability, to continue carrying out the duties and responsibilities of his position. For purposes of this Agreement, “disability” means the inability of the Employee, due to a physical or mental impairment, for 120 consecutive days to perform the essential duties and functions contemplated by this Agreement with or without reasonable accommodation. A determination of disability shall be made by an independent physician selected by the Chairman or President who is deemed satisfactory to the Employee, and Employee shall cooperate with the efforts to make such determination. Notice of determination of disability shall be provided by the Chairman or President in writing to Employee stating the facts and reasons for such determination. Any such determination shall be conclusive and binding on the parties. Nothing in this section, however, shall be deemed to alter CMI’s duty to reasonably accommodate, if possible, any disability of Employee. Any determination of disability under this Section is not intended to affect any benefits to which employee may be entitled under any long-term disability insurance policy provided by CMI or Employee with respect to employee, which benefits shall be governed solely by the terms of any such insurance policy. If employee’s employment is terminated under this section, Employee or his estate shall be entitled to receive payments as described in Section 2.2 above.

ARTICLE III

Compensation

3.1    Base Salary.  During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $200,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.

3.2    Performance Bonus.  The Employee shall be eligible to receive a Performance Bonus in accordance with the terms of the Performance Bonus Objective Plan. The Employee’s target bonus is 50% of fiscal year base salary. Depending on achievement of objectives, this amount can range between 0% and 200% of the target. The Performance Bonuses are paid after approval of the Board of Directors of the Company at their Fall Board meeting.

3.3    Flexible Spending Account.  Employee shall be entitled to an annual Flexible Spending Account of $5,000 to be used for annual country club dues, financial planning, tax advice/preparation and estate planning.

3.4    Benefits.  Employee shall be entitled to participate in all benefit programs which CMI from time to time may make available to other executive level employees. Employee shall have no vested rights in any such programs except as expressly provided under the terms thereof. CMI expressly reserves the rights in its sole discretion to terminate or modify any such programs at any time and from time to time.

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ARTICLE IV

Long Test Incentive Plan Operating Provisions

The following sets forth additional provisions regarding the Long Term Incentive Plan:

4.1    Participation.  Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and the provisions of this Agreement. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in this Agreement.

4.2    Awards Generally.  Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and this Agreement.

4.3    Shares.

A) Non-Purchased Shares.  Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination For Cause or Resignation, employee will forfeit all Non-Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement he shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-purchased shares are forfeited.

B) Purchased Shares.

i) Loan to Employee.  Company shall lend Employee the money to purchase the Purchased Shares bearing interest, payable annually, at the applicable Federal Rate under section 1274(d) of the Internal Revenue Code, for the month and term for which the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to this Agreement and shall be due and payable on the date(s) specified in the Note. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii) Interest Bonus.  Employee shall, during the term of his employment under this Agreement, receive a bonus which is equal

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to the interest due on the Note. Such bonus shall be paid to the Employee at the time the interest is due on the Note.

iii) Loan Forgiveness.  Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus.

4.4    Stock Options.

A) Exercise and Vesting.  Vested Options shall be exercisable for a 10 year period from the date of grant, Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employee’s termination of employment.

B) Exercise.  Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C) Rights As A Stockholder.  Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D) Non-Transferability of Options.  Options are not transferable except by the laws of descent and distribution on the death of the Employee.

4.5    Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A) Transfer of Shares and Repurchase By Company.  The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment. Company shares may not be transferred except pursuant to Section 5.2 of

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the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B) Discretion of Committee.  Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C) Withholding.  The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

ARTICLE VI

Miscellaneous

5.1    Entire Agreement.  This agreement, together with Addenda A through C attached hereto, set forth the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements between the parties relating to the subject matter hereof.

5.2    Waiver of Breach.  The waiver by a party of the breach of any provision of this Agreement shall not be deemed a waiver by said party of any other or subsequent breach.

5.3    Assignment.  This Agreement shall not be assignable by CMI without the written consent of Employee; provided, however, that if CMI shall merge or consolidate with or into, transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding upon and shall inure to the benefit of the successor corporation in such merger, consolidation or transfer. Employee may not assign, pledge or encumber any interest in this Agreement or any part thereof without the written consent of CMI.

5.4    Disputes.  Any dispute or controversy arising from or relating to this Agreement shall be submitted to and decided by binding arbitration in the State of Wisconsin, USA. At the request of either CMI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by CMI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. The parties shall share all expenses of arbitration equally.

6

5.5    Limitation On Claims.  Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

5.6    Notices.  All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy or facsimile, by overnight courier, or seven days after being mailed by first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below:

If to Employee:	Paul A. Mathias 8310 16th Street Sturtevant, Wl 53177
If to CMI:	Debra A. Lake Vice President, Global Human Resources S.C. Johnson Commercial Markets, Inc. 8310 16th Street—M/S 515 P.O. Box 902 Sturtevant, WI 53177-0902
with a copy to:	JoAnne Brandes Sr. Vice President, General Counsel & Secretary S. C. Johnson Commercial Markets, Inc. 8310 16th Street—MS 510 P.O. Box 902 Sturtevant, WI 53177-0902

or to such other address as such party shall have designated by written notice so given to each other party.

5.6    Amendment.  This Agreement may be modified only in writing, signed by both of the parties. Headings included in this Agreement are for convenience only and are not intended to limit or expand the rights of the parties hereto.

5.7    Severability.  If any provision of this Agreement is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision, shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

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5.8    Attachments.  Addenda A through C is attached and each is incorporated by reference as a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By	/s/    JOANNE BRANDES
	/s/    PAUL A. MATHIAS
	(Employee)

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EX-10.34

Exhibit 10.34

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 21st day of August, 2000, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CM1”) and Sue Leboza (“Employee”).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

Employment

1.1    Position and Responsibilities.  During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as Vice President, Chief Information Officer and to be responsible for the typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2    Place of Employment.  Employee’s principal place of employment shall be CMI’s corporate headquarters, presently located in Sturtevant, Wisconsin.

1.3    Duties.  During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee’s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to him under the Agreement; and provided further, that the Employee may invest his personal or family funds in any form or manner he may choose that will not require any services on his part in the operation of or the affairs of the companies in and which such investments are made, The Employee will perform faithfully the duties consistent with his position and which may be assigned from him from time to time by the President or Chairman.

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ARTICLE II

Term and Termination

2.1    Term.  Employee’s employment under this Agreement shall commence on August 21, 2000, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2    Termination Without Cause.  If Employee’s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as he complies with all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of his base salary for one year from the effective date of the employment termination; (b) a pro-rated performance bonus for the fiscal year in which termination occurs, as described in Section 3.2, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.

2.3    Resignation Or Termination For Cause.  If Employee should resign his employment, or if the Chairman or President should terminate Employee’s employment for cause, Employee shall not be entitled to any compensation or remuneration other than such amounts and benefits as Employee is eligible to receive under CMI’s then prevailing policies and benefit plans and as prescribed by law. “Cause” means termination for any of the following reasons:

(a) Material breach of this Agreement.

(b) Failure to perform within the provisions of “This We Believe”.

(c) Willful misconduct, or willful violation of the law in the performance of duties under this Agreement.

(d) Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(e) Conviction of a felony.

(f) Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(g) Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(h) Breach of the fiduciary duty owed to CMI as an officer of the CMI.

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(i) Breach of any duty or obligation under the agreements attached as Addenda A through C to this Agreement.

2.4    Death Or Disability.  Employee’s employment shall terminate automatically and immediately upon Employee’s death, or upon the Chairman’s or President’s written determination that Employee is unable, due to a disability, to continue carrying out the duties and responsibilities of his position. For purposes of this Agreement, “disability” means the inability of the Employee, due to a physical or mental impairment, for 120 consecutive days to perform the essential duties and functions contemplated by this Agreement with or without reasonable accommodation. A determination of disability shall be made by an independent physician selected by the Chairman or President who is deemed satisfactory to the Employee, and Employee shall cooperate with the efforts to make such determination. Notice of determination of disability shall be provided by the Chairman or President in writing to Employee stating the facts and reasons for such determination. Any such determination shall be conclusive and binding on the parties. Nothing in this section, however, shall be deemed to alter CMI’s duty to reasonably accommodate, if possible, any disability of Employee. Any determination of disability under this Section is not intended to affect any benefits to which employee may be entitled under any long-term disability insurance policy provided by CMI or Employee with respect to employee, which benefits shall be governed solely by the terms of any such insurance policy. If employee’s employment is terminated under this section, Employee or his estate shall be entitled to receive payments as described in Section 2.2 above.

ARTICLE III

Compensation

3.1    Base Salary.  During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $220,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.

3.2    Performance Bonus.  The Employee shall be eligible to receive a Performance Bonus in accordance with the terms of the Performance Bonus Objective Plan. The Employee’s target bonus is 40% of fiscal year base salary. Depending on achievement of objectives, this amount can range between 0% and 200% of the target. The Performance Bonuses are paid after approval of the Board of Directors of the Company at their Fall Board meeting.

3.3    Flexible Spending Account.  Employee shall be entitled to an annual Flexible Spending Account of $5,000 to be used for annual country club dues, financial planning, tax advice/preparation and estate planning.

3.4    Benefits.  Employee shall be entitled to participate in all benefit programs which CMI from time to time may make available to other executive level employees. Employee shall have no vested rights in any such programs except as expressly provided under the terms thereof. CMI expressly reserves the rights in its sole discretion to terminate or modify any such programs at any time and from time to time.

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ARTICLE IV

Long Term Incentive Plan Operating Provisions

The following sets forth additional provisions regarding the Long Term Incentive Plan:

4.1    Participation.  Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and the provisions of this Agreement. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in this Agreement.

4.2    Awards Generally.  Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and this Agreement.

4.3    Shares.

A) Non-Purchased Shares.  Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination for Cause or Resignation, employee will forfeit all Non Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement he shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-Purchased Shares are forfeited.

B) Purchased Shares.

i) Loan to Employee.  Company shall lend Employee the money to purchase the Purchased Shares bearing interest, payable annually, at the applicable Federal Rate under section 1274(d) of the Internal Revenue Code, for the month and term for which the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to this Agreement and shall be due and payable on the date(s) specified in the Note. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii) Interest Bonus.  Employee shall, during the term of his employment under this Agreement, receive a bonus which is equal

4

to the interest due on the Note. Such bonus shall be paid to the Employee at the time the interest is due on the Note.

iii) Loan Forgiveness.  Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus.

4.4    Stock Options.

A) Exercise and Vesting.  Vested Options shall be exercisable for a 10 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employee’s termination of employment.

B) Exercise.  Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C) Rights As A Stockholder.  Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D) Non-Transferability of Options.  Options are not transferable except by the laws of descent and distribution on the death of the Employee.

4.5    Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A) Minimum Holding Period.  The Employee shall hold all Purchased Shares for at least 6 months from the date such Purchased Shares were purchased. The Employee shall hold all Non-Purchased Shares for at least six months from the date such Non-Purchased Shares were vested. The Employee shall hold all Company Shares acquired through the exercise of Options for at least 6 months from the date such Options were exercised.

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B) Transfer of Shares and Repurchase By Company.  The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment (or, if later, the June 30 nearest the date the Employee has held the Company Shares for 6 months). Company shares may not be transferred except pursuant to Section 5.2 of the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

C) Discretion of Committee.  Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

D) Withholding.  The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

ARTICLE VI

Miscellaneous

5.1    Entire Agreement.  This agreement, together with Addenda A through C attached hereto, set forth the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements between the parties relating to the subject matter hereof.

5.2    Waiver of Breach.  The waiver by a party of the breach of any provision of this Agreement shall not be deemed a waiver by said party of any other or subsequent breach.

5.3    Assignment.  This Agreement shall not be assignable by CMI without the written consent of Employee; provided, however, that if CMI shall merge or consolidate with or into, transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding upon and shall inure to the benefit of the successor corporation in such merger, consolidation or transfer, Employee may not assign, pledge or encumber any interest in this Agreement or any part thereof without the written consent of CMI.

5.4    Disputes.  Any dispute or controversy arising from or relating to this Agreement shall be submitted to and decided by binding arbitration in the State of Wisconsin, USA. At the request of either CMI or Employee, arbitration proceedings will be conducted in the utmost

6

secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by CMI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. The parties shall share all expenses of arbitration equally.

5.5    Limitation On Claims.  Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

5.6    Notices.  All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy or facsimile, by overnight courier, or seven days after being mailed by first-class mail, postage prepaid and rerun receipt requested in each case to the applicable addresses set forth below:

If to Employee:	Sue Leboza
	2030 Palmer Lane
	Libertyville, IL 60048
If to CMI:	Debra A. Lake
	Vice President, Global Human Resources
	S. C. Johnson Commercial Markets, Inc.
	8310 16th Street—M/S 515
	P.0. Box 902
	Sturtevant, WI 53177-0902
with a copy to:	JoAnne Brandes
	Sr. Vice President, General Counsel & Secretary
	S. C. Johnson Commercial Markets, Inc.
	8310 16th Street—M/S 510
	P.0. Box 902
	Sturtevant, WI 53177-0902

or to such other address as such party shall have designated by written notice so given to each other party.

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5.6    Amendment.  This Agreement may be modified only in writing, signed by both of the parties. Headings included in this Agreement are for convenience only and are not intended to limit or expand the rights of the parties hereto.

5.7    Severability.  If any provision of this Agreement is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision, shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

5.8    Attachments.  Addenda A through C is attached and each is incorporated by reference as a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By	/s/    JOANNE BRANDES
	/s/    SUE LEBOZA
	(Employee) Sue Leboza

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EX-10.35

Exhibit 10.35

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and Gregory F. Clark (“Employee”).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows;

ARTICLE I

Employment

1.1    Position and Responsibilities.  During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as Vice President, Global Manufacturing and Sourcing and to be responsible for the typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2    Place of Employment.  Employee’s principal place of employment shall be CMI’s corporate headquarters, presently located in Sturtevant, Wisconsin.

1.3    Duties.  During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee’s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to him under the Agreement; and provided further, that the Employee may invest his personal or family funds in any form or manner he may choose that will not require any services on his part in the operation of or the affairs of the companies in and which such investments are made. The Employee will perform faithfully the duties consistent with his position and which may be assigned from him from time to time by the President or Chairman.

ARTICLE II

Term and Termination

2.1    Term.  Employee’s employment under this Agreement shall commence on November 8, 1999, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2    Termination Without Cause.  If Employee’s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as he complies with all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of his base salary for one year from the effective date of the employment termination; (b) a pro-rated performance bonus for the fiscal year in which termination occurs, as described in Section 3.2, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.

2.3    Resignation Or Termination For Cause.  If Employee should resign his employment, or if the Chairman or President should terminate Employee’s employment for cause, Employee shall not be entitled to any compensation or remuneration other than such amounts and benefits as Employee is eligible to receive under CMI’s then prevailing policies and benefit plans and as prescribed by law. “Cause” means termination for any of the following reasons:

(a) Material breach of this Agreement.

(b) Failure to perform within the provisions of “This We Believe”.

(c) Willful misconduct, or willful violation of the law in the performance of duties under this Agreement.

(d) Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(e) Conviction of a felony.

(f) Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(g) Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(h) Breach of the fiduciary duty owed to CMI as an officer of the CMI.

2

(i) Breach of any duty or obligation under the agreements attached as Addenda A through C to this Agreement.

2.4    Death Or Disability.  Employee’s employment shall terminate automatically and immediately upon Employee’s death, or upon the Chairman’s or President’s written determination that Employee is unable, due to a disability, to continue carrying out the duties and responsibilities of his position. For purposes of this Agreement, “disability” means the inability of the Employee, due to a physical or mental impairment, for 120 consecutive days to perform the essential duties and functions contemplated by this Agreement with or without reasonable accommodation. A determination of disability shall be made by an independent physician selected by the Chairman or President who is deemed satisfactory to the Employee, and Employee shall cooperate with the efforts to make such determination. Notice of determination of disability shall be provided by the Chairman or President in writing to Employee stating the facts and reasons for such determination. Any such determination shall be conclusive and binding on the parties. Nothing in this section, however, shall be deemed to alter CMI’s duty to reasonably accommodate, if possible, any disability of Employee. Any determination of disability under this Section is not intended to affect any benefits to which employee may be entitled under any long-term disability insurance policy provided by CMI or Employee with respect to employee, which benefits shall be governed solely by the terms of any such insurance policy. If employee’s employment is terminated under this section, Employee or his estate shall be entitled to receive payments as described in Section 2.2 above.

ARTICLE III

Compensation

3.1    Base Salary.  During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $170,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.

3.2    Performance Bonus.  The Employee shall be eligible to receive a Performance Bonus in accordance with the terms of the Performance Bonus Objective Plan. The Employee’s target bonus is 40% of fiscal year base salary. Depending on achievement of objectives, this amount can range between 0% and 200% of the target. The Performance Bonuses are paid after approval of the Board of Directors of the Company at their Fall Board meeting.

3.3    Flexible Spending Account.  Employee shall be entitled to an annual Flexible Spending Account of $5,000 to be used for annual country club dues, financial planning, tax advice/preparation and estate planning.

3.4    Benefits.  Employee shall be entitled to participate in all benefit programs which CMI from time to time may make available to other executive level employees. Employee shall have no vested rights in any such programs except as expressly provided under the terms thereof. CMI expressly reserves the rights in its sole discretion to terminate or modify any such programs at any time and from time to time.

3

ARTICLE IV

Long Term Incentive Plan Operating Provisions

The following sets forth additional provisions regarding the Long Term Incentive Plan:

4.1    Participation.  Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and the provisions of this Agreement. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in this Agreement.

4.2    Awards Generally.  Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and this Agreement.

4.3    Shares.

A) Non-Purchased Shares.  Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination For Cause or Resignation, employee will forfeit all Non-Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement he shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-Purchased Shares are forfeited.

B) Purchased Shares.

i) Loan to Employee.  Company shall lend Employee the money to purchase the Purchased Shares bearing interest, payable annually, at the applicable Federal Rate under section 1274(d) of the Internal Revenue Code, for the month and term for which the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to this Agreement and shall be due and payable on the date(s) specified in the Note. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii) Interest Bonus.  Employee shall, during the term of his employment under this Agreement, receive a bonus which is equal

4

to the interest due on the Note. Such bonus shall be paid to the Employee at the time the interest is due on the Note.

iii) Loan Forgiveness.  Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus.

4.4    Stock Options.

A) Exercise and Vesting.  Vested Options shall be exercisable for a 10 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination For Cause or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested Options must be exercised within 90 days of Employee’s termination of employment.

B) Exercise.  Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C) Rights As A Stockholder.  Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D) Non-Transferability of Options.  Options are not transferable except by the laws of descent and distribution on the death of the Employee.

4.5    Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A) Transfer of Shares and Repurchase By Company.  The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment. Company shares may not be transferred except pursuant to Section 5.2 of

5

the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B) Discretion of Committee.  Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C) Withholding.  The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

ARTICLE VI

Miscellaneous

5.1    Entire Agreement.  This agreement, together with Addenda A through C attached hereto, set forth the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements between the parties relating to the subject matter hereof.

5.2    Waiver of Breach.  The waiver by a party of the breach of any provision of this Agreement shall not be deemed a waiver by said party of any other or subsequent breach.

5.3    Assignment.  This Agreement shall not be assignable by CMI without the written consent of Employee; provided, however, that if CMI shall merge or consolidate with or into, transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding upon and shall inure to the benefit of the successor corporation in such merger, consolidation or transfer. Employee may not assign, pledge or encumber any interest in this Agreement or any part thereof without the written consent of CMI.

5.4    Disputes.  Any dispute or controversy arising from or relating to this Agreement shall be submitted to and decided by binding arbitration in the State of Wisconsin, USA. At the request of either CMI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection^. only by CMI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. The parties shall share all expenses of arbitration equally.

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5.5    Limitation On Claims.  Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

5.6    Notices.  All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy or facsimile, by overnight courier, or seven days after being mailed by first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below:

If to Employee:	Gregory F. Clark 2 Ironwood Court
	Racine, WI 53402
If to CMI:	Debra A. Lake
	Vice President, Global Human Resources
	S. C. Johnson Commercial Markets, Inc.
	8310 16th Street—M/S 515
	P.O. Box 902
	Sturtevant, WI 53177-0902
with a copy to:	JoAnne Brandes
	Sr. Vice President, General Counsel & Secretary
	S. C. Johnson Commercial Markets, Inc.
	8310 16th Street—M/S 510
	P.O. Box 902
	Sturtevant, WI 53177-0902

or to such other address as such party shall have designated by written notice so given to each other party.

5.6    Amendment.  This Agreement may be modified only in writing, signed by both of the parties. Headings included in this Agreement are for convenience only and are not intended to limit or expand the rights of the parties hereto.

5.7    Severability.  If any provision of this Agreement is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect,

7

and such invalid or unenforceable provision, shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

5.8    Attachments.  Addenda A through C is attached and each is incorporated by reference as a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By	/s/    JOANNE BRANDES
	/s/    GREGORY F. CLARK            11-5-99
	(Employee)

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EX-10.36

Exhibit 10.36

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (“CMI”) and David S. Andersen (“Employee”).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

Employment

1.1    Position and Responsibilities.  During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as Vice President, Global Enterprise Development, and to be responsible for the typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2    Place of Employment.  Employee’s principal place of employment shall be CMI’s corporate headquarters, presently located in Sturtevant, Wisconsin.

1.3    Duties.  During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee’s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to him under the Agreement; and provided further, that the Employee may invest his personal or family funds in any form or manner he may choose that will not require any services on his part in the operation of or the affairs of the companies in and which such investments are made. The Employee will perform faithfully the duties consistent with his position and which may be assigned to him from time to time by the President or Chairman.

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ARTICLE II

Term and Termination

2.1    Term.  Employee’s employment under this Agreement shall commence on November 8, 1999, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2    Termination Without Cause.  If Employee’s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as he complies with all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of his base salary for one year from the effective date of the employment termination; (b) a pro-rated performance bonus for the fiscal year in which termination occurs, as described in Section 3.2, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.

2.3    Resignation Or Termination For Cause.  If Employee should resign his employment, or if the Chairman or President should terminate Employee’s employment for cause, Employee shall not be entitled to any compensation or remuneration other than such amounts and benefits as Employee is eligible to receive under CMI’s then prevailing policies and benefit plans and as prescribed by law. “Cause” means termination for any of the following reasons:

(a) Material breach of this Agreement.

(b) Failure to perform within the provisions of “This We Believe”.

(c) Willful misconduct, or willful violation of the law in the performance of duties under this Agreement.

(d) Willful failure or refusal to follow reasonable, explicit, and lawful instructions or directions from the Chairman or President concerning the operation of CMI’s business.

(e) Conviction of a felony.

(f) Theft or misappropriation of funds or property of CMI, or commission of any material act of dishonesty involving CMI, its employees, or business.

(g) Appropriating any corporate opportunity of CMI, unless the transaction was approved in writing by the Chairman or President following full disclosure of all pertinent details of the transaction.

(h) Breach of the fiduciary duty owed to CMI as an officer of the CMI.

2

(i) Breach of any duty or obligation under the agreements attached as Addenda A through C to this Agreement.

2.4    Death Or Disability.  Employee’s employment shall terminate automatically and immediately upon Employee’s death, or upon the Chairman’s or President’s written determination that Employee is unable, due to a disability, to continue carrying out the duties and responsibilities of his position. For purposes of this Agreement, “disability” means the inability of the Employee, due to a physical or mental impairment, for 120 consecutive days to perform the essential duties and functions contemplated by this Agreement with or without reasonable accommodation. A determination of disability shall be made by an independent physician selected by the Chairman or President who is deemed satisfactory to the Employee, and Employee shall cooperate with the efforts to make such determination. Notice of determination of disability shall be provided by the Chairman or President in writing to Employee stating the facts and reasons for such determination. Any such determination shall be conclusive and binding on the parties. Nothing in this section, however, shall be deemed to alter CMI’s duty to reasonably accommodate, if possible, any disability of Employee. Any determination of disability under this Section is not intended to affect any benefits to which employee may be entitled under any long-term disability insurance policy provided by CMI or Employee with respect to employee, which benefits shall be governed solely by the terms of any such insurance policy. If employee’s employment is terminated under this section, Employee or his estate shall be entitled to receive payments as described in Section 2.2 above.

ARTICLE III

Compensation

3.1    Base Salary.  During the Period of Employment, the Company agrees to pay the Employee a base salary (“Base Salary”) of $180,000. Such Base Salary shall be payable according to the customary payroll practices of the Company. The Employee shall be considered for an increase in Base Salary effective October 1 of each contract year.

3.2    Performance Bonus.  The Employee shall be eligible to receive a Performance Bonus in accordance with the terms of the Performance Bonus Objective Plan. The Employee’s target bonus is 40% of fiscal year base salary. Depending on achievement of objectives, this amount can range between 0% and 200% of the target. The Performance Bonuses are paid after approval of the Board of Directors of the Company at their Fall Board meeting.

3.3    Flexible Spending Account.  Employee shall be entitled to an annual Flexible Spending Account of $5,000 to be used for annual country club dues, financial planning, tax advice/preparation and estate planning.

3.4    Benefits.  Employee shall be entitled to participate in all benefit programs which CMI from time to time may make available to other executive level employees. Employee shall have no vested rights in any such programs except as expressly provided under the terms thereof. CMI expressly reserves the rights in its sole discretion to terminate or modify any such programs at any time and from time to time.

3

ARTICLE IV

Long Term Incentive Plan Operating Provisions

The following sets forth additional provisions regarding the Long Term Incentive Plan:

4.1    Participation.  Employee will be eligible to participate in the S. C. Johnson Commercial Markets, Inc. Long Term Equity Incentive Plan (the “LTIP”) in accordance with the terms of the LTIP and the provisions of this Agreement. As provided in the LTIP, however, the awards granted pursuant to the LTIP shall be in the sole discretion of the Board of Directors Compensation Committee which administers the LTIP. The Provisions of the LTIP (including the defined terms) are incorporated by references in this Agreement.

4.2    Awards Generally.  Employee will receive shares which must be purchased (“Purchased Shares”), shares which are awarded subject to a vesting schedule, but for which no purchase must be paid (“Non-Purchased Shares”) and stock options. For each four purchased shares the Employee purchases, the Employee shall be awarded one Non-Purchased Share and one stock option. The terms of each Award (including date of grant, vesting, number of shares; grant price of option, type of option, and exercise price) shall be identified in the attached Addendum A. All awards shall be subject to the provisions of the LTIP and this Agreement.

4.3    Shares.

A) Non-Purchased Shares.  Non-Purchased shares shall become vested four years from the date of grant. If Employee is terminated as a result of a Termination For Cause or Resignation, employee will forfeit all Non-Purchased Shares which are not yet vested. If Employee is terminated due to death, Disability or Retirement he shall become fully vested in all Non-Purchased shares which are not yet vested. If Employee is terminated for other reasons, the Committee shall determine if Non-Purchased Shares are forfeited.

B) Purchased Shares.

i) Loan to Employee.  Company shall lend Employee the money to purchase the Purchased Shares bearing interest, payable annually, at the applicable Federal Rate under section 1274(d) of the Internal Revenue Code, for the month and term for which the loan is made. Such loan will be evidenced by a note (the “Note”) substantially in the form of Addendum B attached to this Agreement and shall be due and payable on the  date(s) specified in the Note. Employee assigns, transfers and pledges the Purchased Shares to the Company to secure repayment of the Note.

ii) Interest Bonus.  Employee shall, during the term of his employment under this Agreement, receive a bonus which is equal

4

the interest due on the Note. Such bonus shall be paid to the Employee at the time the interest is due on the Note.

iii) Loan Forgiveness.  Fifty percent of the principal on the Note shall be forgiven if the Employee is employed by the Company on the due date of the Note. Up to the remaining fifty percent may be forgiven at the discretion of the Board. To the extent the principal on the note is forgiven Employee shall receive a tax gross up bonus.

4.4    Stock Options.

A) Exercise and Vesting.  Vested Options shall be exercisable for a 10 year period from the date of grant. Options shall become vested four years from the date of grant except to the extent vesting is accelerated by the Committee. If Employee is terminated prior to the date he becomes vested as a result of Termination for Cause or Resignation, Employee will forfeit all options not yet vested. If Employee is terminated due to death, Disability or Retirement, Employee shall become fully vested in all options not yet vested. If Employee is terminated for other reasons, the committee shall determine if options are forfeited. All Vested options must be exercised within 90 days of Employee’s termination of employment.

B) Exercise.  Vested Options may be exercised by giving notice to the company of the number of shares being exercised accompanied by full payment of the exercise price in cash or such other form of payment as the committee shall permit.

C) Rights As A Stockholder.  Employee will have no rights as stockholder with respect to shares subject to Options unless and until they are exercised and Company Shares are actually issued to the Employee.

D) Non-Transferability of Options.  Options are not transferable except by the laws of descent and distribution on the death of the Employee.

4.5    Provisions Applicable To All Purchased and Non-Purchased Shares And Options.

A) Transfer of Shares and Repurchase By Company.  The Company shall have the option, pursuant to Article V of the LTIP, to repurchase all Company Shares upon Employee’s termination of employment. The purchase price shall be the price determined pursuant to Article 5 of the LTIP as of the June 30 nearest the Employee’s termination of employment. Company shares may not be transferred except pursuant to Section 5.2 of

5

the LTIP. An appropriate legend shall be placed on the Company shares identifying them as subject to its provisions of the LTIP.

B) Discretion of Committee.  Employee acknowledges the Committee’s authority with respect to the LTIP, including the Committee’s authority to interpret the LTIP. Employee agrees to the committee’s determination of the Company’s value based on its Cash Flow Return on Investment (“CFROI”).

C) Withholding.  The Company shall have the authority to deduct or withhold, or require Employee to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any exercise of Employee’s rights under this Agreement.

ARTICLE VI

Miscellaneous

5.1    Entire Agreement.  This agreement, together with Addenda A through C attached hereto, set forth the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements between the parties relating to the subject matter hereof.

5.2    Waiver of Breach.  The waiver by a party of the breach of any provision of this Agreement shall not be deemed a waiver by said party of any other or subsequent breach.

5.3    Assignment.  This Agreement shall not be assignable by CMI without the written consent of Employee; provided, however, that if CMI shall merge or consolidate with or into, transfer substantially all of its assets, including goodwill, to another corporation or other form of business organization, this Agreement shall be binding upon and shall inure to the benefit of the successor corporation in such merger, consolidation or transfer. Employee may not assign, pledge or encumber any interest in this Agreement or any part thereof without the written consent of CMI.

5.4    Disputes.  Any dispute or controversy arising from or relating to this Agreement shall be submitted to^, and decided by binding arbitration in the State of Wisconsin, USA. At the request of either CMI or Employee, arbitration proceedings will be conducted in the utmost secrecy; in such case, all documents, testimony and records shall be received, heard and maintained by the arbitrator(s) in secrecy, available for inspection only by CMI or by the Employee and by their respective attorneys and experts who shall agree, in advance and in writing, to receive all such information in confidence and to maintain such information in secrecy until such information shall be generally known. The parties shall share all expenses of arbitration equally.

6

5.5    Limitation On Claims.  Any claim or controversy otherwise arbitrable hereunder shall be deemed waived, and no such claim or controversy shall be made or raised, unless a request for arbitration thereof has been given as provided below to the other party in writing not later than six months after the date on which the facts giving rise to the claim or controversy first arose.

5.6    Notices.  All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by telecopy or facsimile, by overnight courier, or seven days after being mailed by first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below:

If to Employee:	David S. Andersen
	520 East Center
	Lake Bluff, IL 60044
If to CMI:	Debra A. Lake
	Vice President, Global Human Resources
	S. C. Johnson Commercial Markets, Inc.
	8310 16th Street—M/S 515
	P.O. Box 902
	Sturtevant, WI 53177-0902
with a copy to:	JoAnne Brandes
	Sr. Vice President, General Counsel & Secretary
	S. C. Johnson Commercial Markets, Inc.
	8310 16th Street—M/S 510
	P.O. Box 902
	Sturtevant, WI  53177-0902

or to such other address as such party shall have designated by written notice so given to each other party.

5.6    Amendment.  This Agreement may be modified only in writing, signed by both of the parties. Headings included in this Agreement are for convenience only and are not intended to limit or expand the rights of the parties hereto.

5.7    Severability.  If any provision of this Agreement is determined to be invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision, shall be construed in a manner so as to give the maximum valid and enforceable effect to the intent of the parties expressed therein.

7

5.8    Attachments.  Addenda A through C is attached and each is incorporated by reference as a part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day, month and year first above written.

S. C. JOHNSON COMMERCIAL MARKETS, INC.
By	/s/    JOANNE BRANDES
	/s/    DAVID S. ANDERSEN
	(Employee)

8

EX-12.1

Exhibit 12.1

	Fiscal Year Ended			6-Months Ended		3-Months Ended
	July 2, 1999	June 30, 2000	June 29, 2001	December 28, 2000	December 29, 2001	March 30, 2001	March 29, 2002
				(dollars in thousands)
Earnings:
Income Before Taxes and Minority Interests	32,233	78,731	49,356	18,187	16,080	9,359	7,567
Fixed Charges	23,187	19,920	28,742	14,078	11,901	7,311	5,147
Total Earnings, Including Fixed Charges	55,420	98,651	78,098	32,265	27,981	16,670	12,714
Fixed Charges:
Interest Expense on Debt	17,653	12,699	19,251	9,067	7,252	5,071	2,822
One-Third of Rental Expense for All Operating Leases (the amount deemed representative of the interest factor)	5,534	7,221	9,491	5,011	4,649	2,240	2,325
Total Fixed Charges	23,187	19,920	28,742	14,078	11,901	7,311	5,147
Ratio of Earnings to Fixed Charges	2.4	5.0	2.7	2.3	2.4	2.3	2.5

.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF JOHNSONDIVERSEY, INC.

NORTH AMERICA

United States

California

Chemical Methods Associates, Inc.

Chemical Methods Leasco, Inc.

Delaware

Auto-C, LLC

Integrated Sanitation Management, Inc.

Johnson Diversey Puerto Rico, Inc.

Johnson Diversey Shareholdings, Inc.

Johnson Diversey Subsidiary #1 LLC

JD Real Estate Subsidiary, LLC

Johnson Wax Diversey Shareholdings, Inc.

NexGen Floor Care Solutions Company, LLC

Prism Sanitation Management, LLC

Professional Shareholdings, Inc.

The Butcher Company

Whitmire Micro-Gen Research Laboratories, Inc.

Nevada

JWP Investments, Inc.

JWPR Corporation

Ohio

DuBois International, Inc.

Wisconsin

Johnson Polymer, Inc.

US Chemical Corporation

Canada

Johnson Wax Professional, Inc.

EUROPE

Austria

Johnson Diversey Austria Trading GmbH

Belgium

Johnson Diversey Belgium BVBA

Czech Republic

DiverseyLever s.r.o.

RTB Ceska Republika s.r.o.

France

DiverseyLever S.A.

Johnson Professional Holdings S.A.S.

Johnson Wax Professional S.A.S.

Germany

Diversey GmbH

DiverseyLever GmbH

DuBois Chemie GmbH

Johnson Germany GmbH

Johnson Germany GmbH & Co OHG

Greece

Johnson Wax Professional Hellas, Ltd.

Hungary

Johnson Diversey Hungary Kft.

Picar Property Management Kft.

Ireland

Diversey (Ireland) Limited

DiverseyLever (Ireland) Limited

Ranger Hygiene Cleaning Systems Limited

Italy

DiverseyLever S.p.A.

Johnson Wax Professional S.p.A.

Netherlands

DiverseyLever B.V.

DiverseyLever International B.V.

Johnson Wax Professional B.V.

Johnson Diversey Netherlands B.V.

Johnson Diversey Netherlands II B.V.

Johnson Polymer B.V.

Reinigings Technick Benelux B.V.

Norway

Rekal Mabeco AS

Poland

DiverseyLever Sp. Z.o.o.

Portugal

DiverseyLever-Sistemas de Higiene e Limpeza S.A.

S.C. Johnson Professional Productos Quimicos Lda.

Romania

Johnson Diversey Romania S.R.L.

Russia

JohnsonDiversey LLC

Slovak Republic

Johnson Diversey Slovakia, s.r.o.

Slovenia

Johnson Diversey d.o.o.

Spain

DiverseyLever S.A.

S.C. Johnson Professional S.L.

Sweden

DiverseyLever AB

Johnson Diversey Sweden AB

United Kingdom

Diversey (Europe) Limited

Diversey (UK) Limited

DiverseyLever Equipment Limited

Johnson Professional UK Ltd.

Johnson Wax Professional Ltd.

Lever Industrial Limited

ASIA/PACIFIC/JAPAN

Australia

DiverseyLever Australia Pty. Limited

Johnson Wax Professional Australia Pty. Ltd.

China

DiverseyLever Hygiene (Guangdong) Ltd.

Johnson Polymer, Shanghai Company Limited

Shanghai Johnson Professional Chemical, Ltd.

Hong Kong

DiverseyLever (Hong Kong) Limited

Johnson Polymer, Ltd.

Johnson Wax Professional (Hong Kong) Ltd.

Premier Cleaning Engineering Pte Limited

Weiss Chemicals (China) Limited

Weiss Investment Limited

India

Johnson Wax Professional Private Limited

Indonesia

PT JohnsonDiversey Indonesia

Israel

DiverseyLever Israel Ltd.

Japan

DiverseyLever K.K.

Johnson Products Co., Ltd.

Johnson Professional Co. Ltd.

Nitras Ltd.

Teepol, Ltd.

Malaysia

Johnson Wax Professional Malaysia Sdn. Bhd.

JohnsonDiversey (Malaysia) Sdn. Bhd.

Mauritius

Johnson Diversey Mauritius Holdings

New Zealand

DiverseyLever New Zealand Limited

Johnson Wax Professional New Zealand Limited

Philippines

DiverseyLever (Philippines) Corporation

Johnson Wax Professional, Inc.

Singapore

Johnson Wax Professional Singapore Pte. Ltd.

South Korea

Johnson Professional (Korea) Co. Ltd.

Taiwan

Johnson Wax Professional Taiwan Co., Ltd.

Thailand

Johnson Polymer, Ltd.

Johnson Wax Professional Ltd.

Turkey

Diversey Kimya Sanayi ve Ticaret A.S.

United Arab Emirates

DiverseyLever Gulf FZE

AMERICAS

Argentina

DiverseyLever de Argentina S.A.

Johnson Wax Professional S.A.

Barbados

Johnson Diversey (Barbados) Holdings Ltd.

Brazil

DiverseyLever Brasil Ltda.

Johnson Diversey Brasil Ltda.

Johnson Professional Ltda.

Johnson Wax Professional Ltda.

Cayman Islands

Johnson Diversey Cayman, Inc. (Finance Company)

JWP Investments Offshore, Inc.

Chile

Johnson Wax Professional de Chile Limitada

Colombia

JohnsonDiversey Colombia Limitada

Guatemala

DiverseyLever Centroamerica S.A.

Johnson Diversey Guatemala, S.R.L.

Jamaica

DiverseyLever Jamaica Limited

JohnsonDiversey Jamaica Limited

Wyandotte Chemicals Jamaica Limited

Mexico

Diversey Mexico, S.A. de C.V.

Johnson Wax Professional Mexico, S.A. de C.V.

Peru

DiverseyLever S.A.C.

Venezuela

JohnsonDiversey Venezuela, S.A.

AFRICA

Egypt

DiverseyLever Egypt Limited

Johnson Diversey Egypt One, Limited

Johnson Diversey Egypt Trading Company, S.A.E.

Johnson Diversey Egypt Two, Limited

Kenya

DiverseyLever East Africa Limited

Morocco

DiverseyLever Maroc S.A.

South Africa

DiverseyLever (Proprietary) Limited

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use in this Registration Statement on Form S-4 of JohnsonDiversey, Inc. of our report dated 8 March 2002, relating to the special-purpose combined accounts of the DiverseyLever Group, which appears in such Registration Statement. We also consent to the references to us under the heading “Experts” in such Registration Statement.

/S/    PRICEWATERHOUSECOOPERS

PricewaterhouseCoopers

London, England

29 July 2002

EX-24.1

Exhibit 24.1

OFFICERS AND DIRECTORS OF

JOHNSONDIVERSEY, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of JohnsonDiversey, Inc. (the “Company”) hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of the Company’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for the Company’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for the Company’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    GREGORY E. LAWTON Gregory E. Lawton Director, President and Chief Executive Officer	/S/    MICHAEL J. BAILEY Michael J. Bailey Senior Vice President and Chief Financial Officer
/S/    CLIVE A. NEWMAN Clive A. Newman Controller	/S/    S. CURTIS JOHNSON III S. Curtis Johnson III Chairman
/S/    TODD C. BROWN Todd C. Brown Director	/S/    IRENE M. ESTEVES Irene M. Esteves Director
/S/    ROBERT M. HOWE Robert M. Howe Director	/S/    HELEN JOHNSON-LEIPOLD Helen Johnson-Leipold Director
/S/    CLIFTON D. LOUIS Clifton D. Louis Director	/S/    NEAL R. NOTTLESON Neal R. Nottleson Director

1

OFFICERS AND DIRECTORS OF

AUTO-C, LLC

POWER OF ATTORNEY

The undersigned officers or member of Auto-C, LLC, a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 11th day of July, 2002.

/S/    KIRK NORTHCUTT Kirk Northcutt President	/S/    JAI SHAH Jai Shah Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	JOHNSONDIVERSEY, INC. Member

By:	/S/    JOANNE BRANDES
	Name: JoAnne Brandes
	Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

2

OFFICERS AND DIRECTORS OF

THE BUTCHER COMPANY

POWER OF ATTORNEY

The undersigned officers and/or director of The Butcher Company, a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    WILLIAM TAYLOR William Taylor President	/S/    GREGORY E. ALSTON Gregory E. Alston Vice President, Finance and Assistant Secretary
/S/    CHRISTIAN E. SCHMIDT Christian E. Schmidt Treasurer	/S/    LUIS F. MACHADO Luis F. Machado Director

3

OFFICERS AND DIRECTORS OF

CHEMICAL METHODS ASSOCIATES, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of Chemical Methods Associates, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    DAVID R. CRANE David R. Crane Director and President	/S/    FRED G. PALMER Fred G. Palmer Director, Senior Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    MICHAEL W. GIBBS Michael W. Gibbs Director
/S/    P. TODD HERNDON P. Todd Herndon Director	/S/    DAVID C. QUAST David C. Quast Director

4

OFFICERS AND DIRECTORS OF

CHEMICAL METHODS LEASCO, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of Chemical Methods Leasco, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    DAVID R. CRANE David R. Crane Director and President	/S/    P. TODD HERNDON P. Todd Herndon Director and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    MICHAEL W. GIBBS Michael W. Gibbs Director
/S/    FRED G. PALMER Fred G. Palmer Director	/S/    DAVID C. QUAST David C. Quast Director

5

OFFICERS AND DIRECTORS OF

DUBOIS INTERNATIONAL, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of DuBois International, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    MICHAEL J. BAILEY Michael J. Bailey Director and President	/S/    FRANCISCO SANCHEZ Francisco Sanchez Director and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    JOANNE BRANDES JoAnne Brandes Director

6

OFFICERS AND DIRECTORS OF

INTEGRATED SANITATION MANAGEMENT, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of Integrated Sanitation Management, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes Director and President	/S/    LUIS F. MACHADO Luis F. Machado Director, Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    DAVID C. QUAST David C. Quast Director

7

OFFICERS AND DIRECTORS OF

JD REAL ESTATE SUBSIDIARY, LLC

POWER OF ATTORNEY

The undersigned officers or member of JD Real Estate Subsidiary, LLC, a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes President	/S/    LUIS F. MACHADO Luis F. Machado Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	JOHNSONDIVERSEY, INC. Member

By:	/S/    JOANNE BRANDES
	Name: JoAnne Brandes
	Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

8

OFFICERS AND DIRECTORS OF

JOHNSON DIVERSEY CAYMAN, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of Johnson Diversey Cayman, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes Director and President	/S/    LUIS F. MACHADO Luis F. Machado Director, Vice President and Treasurer
/S/    D. JEFFREY CARTER D. Jeffrey Carter Assistant Treasurer	/S/    MICHAEL J. BAILEY Michael J. Bailey Director
/S/    MICHAEL W. GIBBS Michael W. Gibbs Director	/S/    FRANCISCO SANCHEZ Francisco Sanchez Director
/S/    DAVID C. QUAST David C. Quast Director

9

OFFICERS AND DIRECTORS OF

JOHNSON DIVERSEY PUERTO RICO, INC.

POWER OF ATTORNEY

The undersigned officers and/or director of Johnson Diversey Puerto Rico, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes President	/S/    LUIS F. MACHADO Luis F. Machado Director, Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer

10

OFFICERS AND DIRECTORS OF

JOHNSON DIVERSEY SHAREHOLDINGS, INC.

POWER OF ATTORNEY

The undersigned officers and/or director of Johnson Diversey Shareholdings, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes Director and President	/S/    LUIS F. MACHADO Luis F. Machado Director, Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer

11

OFFICERS AND DIRECTORS OF

JOHNSON DIVERSEY SUBSIDIARY #1 LLC

POWER OF ATTORNEY

The undersigned officers or member of Johnson Diversey Subsidiary #1 LLC, a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes President	/S/    LUIS F. MACHADO Luis F. Machado Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	JOHNSONDIVERSEY, INC. Member

By:	/S/    JOANNE BRANDES
	Name: JoAnne Brandes
	Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

12

OFFICERS AND DIRECTORS OF

JOHNSON POLYMER, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of Johnson Polymer, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 3rd day of July, 2002.

/S/    J. GARY RALEY J. Gary Raley Director and President	/S/    LARRY BERGER Larry Berger Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    JOANNE BRANDES JoAnne Brandes Director
/S/    DAVID C. QUAST David C. Quast Director

13

OFFICERS AND DIRECTORS OF

JOHNSON WAX DIVERSEY SHAREHOLDINGS, INC.

POWER OF ATTORNEY

The undersigned officers and/or director of Johnson Wax Diversey Shareholdings, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes President	/S/    LUIS F. MACHADO Luis F. Machado Director, Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer

14

OFFICERS AND DIRECTORS OF

JWP INVESTMENTS, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of JWP Investments, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    WILLIAM A. UELMEN William A. Uelmen Director and President	/S/    CHRISTIAN E. SCHMIDT Christian E. Schmidt Director and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    LUIS F. MACHADO Luis F. Machado Director

15

OFFICERS AND DIRECTORS OF

PRISM SANITATION MANAGEMENT, LLC

POWER OF ATTORNEY

The undersigned officers or member of Prism Sanitation Management, LLC, a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    DAVID R. CRANE David R. Crane President	/S/    P. TODD HERNDON P. Todd Herndon Treasurer
/S/    ALEC GRANGER Alec Granger Controller	JOHNSONDIVERSEY, INC. Member

By:	/S/    JOANNE BRANDES
	Name: JoAnne Brandes
	Title: Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

16

OFFICERS AND DIRECTORS OF

PROFESSIONAL SHAREHOLDINGS, INC.

POWER OF ATTORNEY

The undersigned officers and/or director of Professional Shareholdings, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    JOANNE BRANDES JoAnne Brandes President	/S/    LUIS F. MACHADO Luis F. Machado Vice President and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    DAVID C. QUAST David C. Quast Director

17

OFFICERS AND DIRECTORS OF

U S CHEMICAL CORPORATION

POWER OF ATTORNEY

The undersigned officers and/or directors of U S Chemical Corporation, a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    DAVID R. CRANE David R. Crane President	/S/    P. TODD HERNDON P. Todd Herndon Director and Treasurer
/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer	/S/    J. GARY RALEY J. Gary Raley Chairman
/S/    DAVID J. HEMPEL David J. Hempel Director	/S/    LUIS F. MACHADO Luis F. Machado Director
/S/    DAVID C. QUAST David C. Quast Director

18

OFFICERS AND DIRECTORS OF

WHITMIRE MICRO-GEN RESEARCH LABORATORIES, INC.

POWER OF ATTORNEY

The undersigned officers and/or directors of Whitmire Micro-Gen Research Laboratories, Inc., a wholly owned subsidiary of JohnsonDiversey, Inc. (“JohnsonDiversey”), hereby constitute and appoint Michael J. Bailey, JoAnne Brandes and Francisco Sanchez, or any of them, with full power of substitution and resubstitution, as attorneys or attorney of the undersigned, to sign and file under the Securities Act of 1933, as amended, (i) a registration statement on Form S-4 relating to the registration of JohnsonDiversey’s (a) $300,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding $300,000,000 9.625% Senior Subordinated Notes due 2012, Series A and (b) €225,000,000 9.625% Senior Subordinated Notes due 2012, Series B to be issued in exchange for JohnsonDiversey’s outstanding €225,000,000 9.625% Senior Subordinated Notes due 2012, Series A, (ii) any registration statement related to the offering which is effective immediately upon filing pursuant to Rule 462(b) under said Act, and (iii) any and all amendments, supplements and exhibits to such registration statement, including post-effective amendments, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such registration statements or amendments, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any of them and any such substitute.

EXECUTED this 27th day of June, 2002.

/S/    ANDREW J. SYMONS Andrew J. Symons Director and President	/S/    JEFFREY M. HAUFSCHILD Jeffrey M. Haufschild Assistant Treasurer
/S/    DAVID C. QUAST David C. Quast Director	/S/    J. GARY RALEY J. Gary Raley Chairman

19

EX-25.1

Exhibit 25.1

FORM T–1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)            [    ]

BNY MIDWEST TRUST COMPANY

(formerly known as CTC Illinois Trust Company)

(Exact name of trustee as specified in its charter)

Illinois (State of incorporation if not a U.S. national bank)	36-3800435 (I.R.S. employer identification no.)
2 N. LaSalle Street Suite 1020 Chicago, Illinois (Address of principal executive offices)	60602 (Zip code)
JOHNSONDIVERSEY, INC.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1877511 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177-0902 (Zip code)

Auto-C, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	75-3046725 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
The Butcher Company
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	04-3528500 (I.R.S. employer identification no.)
67 Forest Street Marlborough, Massachusetts (Address of principal executive offices)	01752 (Zip code)
Chemical Methods Associates, Inc.
(Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)	95-3054630 (I.R.S. employer identification no.)
12700 Knott Avenue Garden Grove, California (Address of principal executive offices)	92841 (Zip code)
Chemical Methods Leasco, Inc.
(Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)	95-3823144 (I.R.S. employer identification no.)
12700 Knott Avenue Garden Grove, California (Address of principal executive offices)	92841 (Zip code)

-2-

DuBois International, Inc.
(Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)	31-1220726 (I.R.S. employer identification no.)
255 E. 5th Street Cincinnati, Ohio (Address of principal executive offices)	45202 (Zip code)
Integrated Sanitation Management, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1607363 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
JD Real Estate Subsidiary, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	64-1409373 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Diversey Cayman, Inc.
(Exact name of obligor as specified in its charter)
Cayman Islands (State or other jurisdiction of incorporation or organization)	N/A (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)

-3-

Johnson Diversey Puerto Rico, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390197 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Diversey Shareholdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390181 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Diversey Subsidiary #1 LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390171 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Polymer, Inc.
(Exact name of obligor as specified in its charter)
Wisconsin (State or other jurisdiction of incorporation or organization)	39-1953888 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)

-4-

Johnson Wax Diversey Shareholdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390190 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
JWP Investments, Inc.
(Exact name of obligor as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	88-0470726 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Prism Sanitation Management, LLC
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	65-0923846 (I.R.S. employer identification no.)
1326 Willow Road Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Professional Shareholdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1894355 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)

-5-

U S Chemical Corporation
(Exact name of obligor as specified in its charter)
Wisconsin (State or other jurisdiction of incorporation or organization)	39-1927308 (I.R.S. employer identification no.)
18000 Sarah Lane, Ste 310 Brookfield, Wisconsin (Address of principal executive offices)	53045 (Zip code)
Whitmire Micro-Gen Research Laboratories, Inc.
(Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1814359 (I.R.S. employer identification no.)
3568 Tree Court Industrial Blvd. St. Louis, Missouri (Address of principal executive offices)	63122 (Zip code)

9.625% Senior Subordinated Notes due 2012, Series B

(Title of the indenture securities)

-6-

1.    General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Office of Banks & Trust Companies of the State of Illinois	500 E. Monroe Street Springfield, Illinois 62701-1532
Federal Reserve Bank of Chicago	230 S. LaSalle Street Chicago, Illinois 60603

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2.    Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

1. A copy of Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.)

2,3. A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-7-

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 25th day of July, 2002.

BNY MIDWEST TRUST COMPANY
By:	/s/    R. ELLWANGER
	Name: R. ELLWANGER Title:  ASSISTANT VICE PRESIDENT

-8-

OFFICE OF BANKS AND REAL ESTATE

Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION

OF

BNY Midwest Trust Company

209 West Jackson Boulevard

Suite 700

Chicago, Illinois 60606

Including the institution’s domestic and foreign subsidiaries completed as of the close of business on December 31, 2001, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois.

	ASSETS		Thousands of Dollars
1.	Cash and Due from Depository Institutions		11,694
2.	U.S. Treasury Securities		-0-
3.	Obligations of States and Political Subdivisions		-0-
4.	Other Bonds, Notes and Debentures		-0-
5.	Corporate Stock		-0-
6.	Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises		363
7.	Leases and Lease Financing Receivables		-0-
8.	Accounts Receivable		4,004
9.	Other Assets
	(Itemize amounts greater than 15% of Line 9)
	Intangible Asset - Goodwill	86,813
			86,882
10.	TOTAL ASSETS		102,943

OFFICE OF BANKS AND REAL ESTATE

Bureau of Banks and Trust Companies

CONSOLIDATED REPORT OF CONDITION

OF

BNY Midwest Trust Company

209 West Jackson Boulevard

Suite 700

Chicago, Illinois 60606

	LIABILITIES		Thousands of Dollars
11.	Accounts Payable		-0-
12.	Taxes Payable		-0-
13.	Other Liabilities for Borrowed Money		25,425
14.	Other Liabilities
	(Itemize amounts greater than 15% of Line 14)
	Reserve for Taxes	3,128
	Taxes due to Parent Company	1,923
	Accrued Expenses	1,058
			6,156
15.	TOTAL LIABILITIES		31,581
	EQUITY CAPITAL
16.	Preferred Stock		-0-
17.	Common Stock		2,000
18.	Surplus		62,130
19.	Reserve for Operating Expenses		-0-
20.	Retained Earnings (Loss)		7,232
21.	TOTAL EQUITY CAPITAL		71,362
22.	TOTAL LIABILITIES AND EQUITY CAPITAL		102,943

I,	Robert L. De Paola, Vice President
	(Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.

ROBERT L. DEPAOLA

(Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me is 13^th day of     February    , 2002.

My Commission expires May 15, 2003.

Joseph A. Giacobino, Notary Public

(Notary Seal)

Person to whom Supervisory Staff should direct questions concerning this report.

Christine Anderson	(212) 503-4204
Name	Telephone Number (Extension)

EX-25.2

Exhibit 25.2

FORM T–1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)   ¨

THE BANK OF NEW YORK (Exact name of trustee as specified in its charter)
New York (State of incorporation if not a U.S. national bank)	13–5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)
JOHNSONDIVERSEY, INC. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1877511 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177-0902 (Zip code)
Auto-C, LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	75-3046725 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)

The Butcher Company (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	04-3528500 (I.R.S. employer identification no.)
67 Forest Street Marlborough, Massachusetts (Address of principal executive offices)	01752 (Zip code)
Chemical Methods Associates, Inc. (Exact name of obligor as specified in its charter)
California (State or other jurisdiction of Incorporation or organization)	95-3054630 (I.R.S. employer identification no.)
12700 Knott Avenue Garden Grove, California (Address of principal executive offices)	92841 (Zip code)
Chemical Methods Leasco, Inc. (Exact name of obligor as specified in its charter)
California (State or other jurisdiction of incorporation or organization)	95-3823144 (I.R.S. employer identification no.)
12700 Knott Avenue Garden Grove, California (Address of principal executive offices)	92841 (Zip code)
DuBois International, Inc. (Exact name of obligor as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization)	31-1220726 (I.R.S. employer identification no.)
255 E. 5th Street Cincinnati, Ohio (Address of principal executive offices)	45202 (Zip code)

-2-

Integrated Sanitation Management, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1607363 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
JD Real Estate Subsidiary, LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	64-1409373 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Diversey Cayman, Inc. (Exact name of obligor as specified in its charter)
Cayman Islands (State or other jurisdiction of incorporation or organization)	N/A (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Diversey Puerto Rico, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390197 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)

Johnson Diversey Shareholdings, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390181 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Diversey Subsidiary #1 LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390171 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Polymer, Inc. (Exact name of obligor as specified in its charter)
Wisconsin (State or other jurisdiction of incorporation or organization)	39-1953888 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Johnson Wax Diversey Shareholdings, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	03-0390190 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)

-4-

JWP Investments, Inc. (Exact name of obligor as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)	88-0470726 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Prism Sanitation Management, LLC (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	65-0923846 (I.R.S. employer identification no.)
1326 Willow Road Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
Professional Shareholdings, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1894355 (I.R.S. employer identification no.)
8310 16th Street Sturtevant, Wisconsin (Address of principal executive offices)	53177 (Zip code)
U S Chemical Corporation (Exact name of obligor as specified in its charter)
Wisconsin (State or other jurisdiction of incorporation or organization)	39-1927308 (I.R.S. employer identification no.)
18000 Sarah Lane, Ste 310 Brookfield, Wisconsin (Address of principal executive offices)	53045 (Zip code)

Whitmire Micro-Gen Research Laboratories, Inc. (Exact name of obligor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)	39-1814359 (I.R.S. employer identification no.)
3568 Tree Court Industrial Blvd. St. Louis, Missouri (Address of principal executive offices)	63122 (Zip code)

9.625% Senior Subordinated Notes due 2012, Series B

(Title of the indenture securities)

-6-

1.    General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2.    Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affilia­tion.

None.

16.  List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a–29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to com­mence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 25th day of July, 2002.

THE BANK OF NEW YORK
By:	/S/    ROBERT A. MASSIMILLO
	Name: ROBERT A. MASSIMILLO Title:    VICE PRESIDENT

-8-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2002, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

		Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	3,765,462
Interest-bearing balances			3,835,061
Securities:
Held-to-maturity securities			1,232,736
Available-for-sale securities			10,522,833
Federal funds sold and Securities purchased under agreements to resell			1,456,635
Loans and lease financing receivables:
Loans and leases held for sale			801,505
Loans and leases, net of unearned income	46,206,726
LESS: Allowance for loan and lease losses	607,115
Loans and leases, net of unearned income and allowance			35,249,695
Trading Assets			8,132,696
Premises and fixed assets (including capitalized leases)			898,980
Other real estate owned			911
Investments in unconsolidated subsidiaries and associated companies			220,609
Customers’ liability to this bank on acceptances outstanding			574,020
Intangible assets
Goodwill			1,714,761
Other intangible assets			49,213
Other assets			5,001,308
Total assets		$	73,954,859

LIABILITIES
Deposits:
In domestic offices		$	29,175,631
Noninterest-bearing	11,070,277
Interest-bearing	18,105,354
In foreign offices, Edge and Agreement subsidiaries, and IBFs			24,596,600
Noninterest-bearing	321,299
Interest-bearing	24,275,301
Federal funds purchased and securities sold under agreements to repurchase			1,922,197
Trading liabilities			1,970,040
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			1,577,518
Bank’s liability on acceptances executed and outstanding			575,362
Subordinated notes and debentures			1,940,000
Other liabilities			5,317,831
Total liabilities		$	67,075,179
EQUITY CAPITAL
Common stock			1,135,284
Surplus			1,055,508
Retained earnings			4,227,287
Accumulated other comprehensive income			(38,602	)
Other equity capital components			0
Total equity capital			6,379,477
Total liabilities and equity capital		$	73,954,859

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro,

Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been

prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi Gerald L. Hassell Alan R. Griffith Directors

EX-99.1

Exhibit 99.1

JOHNSONDIVERSEY, INC.

8310 16TH STREET, P.O. BOX 902

STURTEVANT, WISCONSIN 53177-0902

July 19, 2002

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: Confirmation of Arthur Andersen Representations

Ladies and Gentlemen:

Pursuant to Temporary Note 3T to Article 3 of Regulation S-X, Arthur Andersen LLP (“Andersen”) has represented the following to us in its letter dated June 18, 2002:

(1) the audit of JohnsonDiversey, Inc.’s financial statements for the six-month period ended December 28, 2001 (the “Audit”) was subject to Andersen’s quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement of Andersen was conducted in compliance with professional standards;

(2) the Audit was conducted with an appropriate continuity of Andersen personnel and

(3) the Audit was conducted with an appropriate level of consultation from Andersen’s national office and personnel from Andersen’s foreign affiliates.

Very truly yours,

JOHNSONDIVERSEY, INC.

/S/    MICHAEL J. BAILEY

Michael J. Bailey

Senior Vice President and Chief Financial Officer