Amendment & Waiver No. 3 to Receivables Purchase Agreement




 Exhibit 10.27 
  
 AMENDMENT AND WAIVER NO. 3 
  
 THIS AMENDMENT AND WAIVER NO. 3 (this “Amendment”) dated as of December 19, 2002, is entered into among JWPR CORPORATION
(“JWPR”), as Seller and Servicer, FALCON ASSET SECURITIZATION CORPORATION (“Falcon”), and BANK ONE, NA (MAIN OFFICE CHICAGO) (“Bank One”), as Financial Institution and as Agent (in such
capacity, the “Agent”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below. 
  
 PRELIMINARY STATEMENTS 
  
 A. Reference is made to that certain Receivables Purchase Agreement dated as
of March 2, 2001 among JWPR, Falcon, the Agent and the Financial Institutions from time to time party thereto (as the same may be amended, restated, supplemented or modified from time to time, the “Receivables Purchase Agreement”).

  
 B. The parties hereto have agreed to amend and waive the
requirements of certain provisions of the Receivables Purchase Agreement upon the terms and conditions set forth herein. 
  
 SECTION 1. Amendment and Waiver. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the parties hereto
agree: 
  
 (a) With respect to Section
9.1(f)(i) of the Receivables Purchase Agreement, (i) to waive any Amortization Event thereunder that shall have occurred in respect of any of the August, September or October 2002 Reporting Periods and (ii) to amend, effective for purposes of
the November 2002 Reporting Period and each Reporting Period thereafter, such provision to delete the percentage figure set forth therein and to substitute therefor the following: “9.25%”; and 
  
 (b) With respect to Section 9.1(f)(ii) of the
Receivables Purchase Agreement, (i) to waive any Amortization Event thereunder that shall have occurred in respect of any of the August, September or October 2002 Reporting Periods and (ii) to amend, effective for purposes of the November 2002
Reporting Period and each Reporting Period thereafter, such provision to delete the percentage figure set forth therein and to substitute therefor the following: “6.25%”. 
  
 SECTION 2. Representations and Warranties. 
  
 (a) JWPR represents and warrants that this Amendment constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms. 
  
 (b) JWPR represents and warrants that on the date hereof, before and after giving effect to this Amendment, (i) other than as waived pursuant to this Amendment, no Amortization Event or Potential Amortization Event has occurred and is
continuing and (ii) the Purchaser Interests of the Purchasers do not exceed in the aggregate 100%. 








 SECTION 3. Conditions Precedent. This Amendment shall become effective on the first Business Day
(the “Effective Date”) on which the Agent or its counsel has received counterpart signature pages of this Amendment, executed by each of the parties hereto. 
  
 SECTION 4. Reference to and Effect on the Transaction Documents. 
  
 (a) Upon the effectiveness of this Amendment, (i) each
reference in the Receivables Purchase Agreement to “this Receivables Purchase Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to
the Receivables Purchase Agreement, as amended or otherwise modified hereby, and (ii) each reference to the Receivables Purchase Agreement in any other Transaction Document or any other document, instrument or agreement executed and/or delivered in
connection therewith, shall mean and be a reference to the Receivables Purchase Agreement as amended or otherwise modified hereby. 
  
 (b) Except as specifically amended, terminated or otherwise modified above, the terms and conditions of the Receivables Purchase
Agreement, all other Transaction Documents and any other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect and are hereby ratified and confirmed. 
  
 (c) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the Agent or any Purchaser under the Receivables Purchase Agreement or any other Transaction Document or any other document, instrument or agreement executed in connection
therewith, nor constitute a waiver of any provision contained therein, in each case except as specifically set forth herein. 
  
 (d) JohnsonDiversey, Inc., by execution hereof, hereby reaffirms all of its obligations under the Performance Undertaking, dated as of
March 2, 2001 made by JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.) in favor of JWPR (the “Performance Undertaking”), (ii) acknowledges that the Agent, as a party to the Receivables Purchase
Agreement, enjoys the benefits of the Performance Undertaking, and (iii) acknowledges and agrees that the Performance Undertaking remains in full force and effect (including, without limitation, after giving effect to this Amendment). 
  
 SECTION 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 
  
 SECTION 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State
of Illinois. 
  

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 SECTION 7. Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose. 
  
 SECTION 8. Fees and Expenses. JWPR, as Seller, hereby confirms its agreement to pay on demand all reasonable costs and expenses of the Agent or the Purchasers in connection with the preparation, execution and
delivery of this Amendment and any of the other instruments, documents and agreements to be executed and/or delivered in connection herewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Agent or
the Purchasers with respect thereto. 
  
 [Remainder of Page
Intentionally Left Blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective
officers as of the date first above written. 
  

	JWPR CORPORATION
		
	 By:
	 	 /s/    FRANCISCO
SANCHEZ        


	 Name:
	 	Francisco Sanchez
	 Title:
	 	Vice President


  

	FALCON ASSET SECURITIZATION CORPORATION
		
	 By:
	 	 /s/    RONALD
ATKINS        


	 Name:
	 	Ronald Atkins
	 Title:
	 	Authorized Signer


  

	BANK ONE, NA (MAIN OFFICE CHICAGO), as a Financial Institution and as Agent
		
	 By:
	 	 /s/    RONALD
ATKINS        


	 Name:
	 	Ronald Atkins
	 Title:
	 	Director, Capital Markets


  

 Signature Page to Amendment and Waiver No. 3 










		
	 	 	 ACKNOWLEDGED AND AGREED:        


  

		
	 	 	 JOHNSONDIVERSEY, INC. (formerly known as
 S.C. JOHNSON COMMERCIAL MARKETS, INC.)
        


  

	 By:
	 	__________________________________________________
	 Name:
	 	 
	 Title:
	 	 

  

 Signature Page to Amendment and Waiver No. 3