Exhibit 10.2


 


JOINDER AGREEMENT AND AMENDMENT NO. 1


 


Execution
Version


 


JOINDER AGREEMENT AND
AMENDMENT NO. 1, dated as of June 23, 2020 (this “Agreement”), by and among Credit Suisse AG, Cayman
Islands Branch (the “New Term Loan Lender”), Diamond (BC) B.V., a private limited liability company (besloten
vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its statutory seat in Amsterdam,
the Netherlands, registered office at Maarssenbroeksedijk 2, 3542 DN, Utrecht, the Netherlands and registered under number 68305133
(the “Borrower”) and Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent (the “Administrative
Agent”).


 


RECITALS:


 


WHEREAS,
reference is hereby made to the Credit Agreement, dated as of September 6, 2017 (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among BCPE Diamond Netherlands
TopCo B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under
laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands, registered office at Maarssenbroeksedijk 2, 3542
DN, Utrecht, the Netherlands and registered under number 68636059, the Borrower, the lending institutions from time to time party
thereto, and Credit Suisse AG, Cayman Islands Branch, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer,
and a Lender (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement); and


 


WHEREAS,
subject to the terms and conditions of the Credit Agreement, the Borrower may establish New Term Loan Commitments by, among other
things, entering into one or more Joinder Agreements with New Term Loan Lenders;


 


NOW,
THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto
agree as follows:


 


The New Term Loan Lender
party hereto hereby commits to provide its respective New Term Loan Commitment as set forth on Schedule A annexed hereto,
on the terms and subject to the conditions set forth below.


 


The New Term Loan Lender
(i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents and the exhibits thereto,
together with copies of the most recent financial statements referred to in Section 8.9 of the Credit Agreement or
delivered pursuant to Section 9.1 of the Credit Agreement, as applicable, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it
will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Lender or Agent, and based
on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking
or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent and the Collateral
Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents
as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such
powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Documents are required to be performed by it as a Lender. For the avoidance of doubt,
the New Term Loan Lender shall constitute a “New Term Loan Lender” and the New Term Loans shall constitute “New
Term Loans” under the Credit Agreement.


 






     


     


    

 


The New Term Loan Lender
hereby agrees to make its New Term Loan Commitment on the following terms and conditions:


 


		1.	New Term Loans. The New Term Loans shall constitute a New Term Loan (as defined in the Credit
Agreement) and shall be treated as a separate Class of Term Loans.



 


		2.	Applicable Margin. The Applicable Margin for ABR Loans or for Eurocurrency Loans, as applicable,
for the New Term Loans shall mean, as of any date of determination, the applicable percentage per annum as set forth below.



 


	Eurocurrency

 Loans	ABR Loans
	5.00%	4.00%


 


		3.	Certain Amendments to the Credit Agreement.



 


 (a)           
The following definitions shall be added to the Credit Agreement:




 


“Amendment No. 1”
shall mean the Joinder Agreement and Amendment No. 1, dated as of the Amendment No. 1 Effective Date, by and between
the Borrower, the Administrative Agent, and the New Term Loan Lender party thereto.


 


“Amendment No. 1 Effective
Date” shall mean June 23, 2020, the first Business Day on which all conditions precedent set forth in Section 7
of Amendment No. 1 were satisfied or waived.


 


“Amendment
No. 1 Arrangers” shall mean Credit Suisse Loan Funding LLC, Barclays Bank PLC, RBC Capital Markets LLC[1],
HSBC Securities (USA) Inc., SunTrust Robinson Humphrey, Inc. and Jefferies Finance LLC, as joint lead arrangers and joint
bookrunners for Amendment No. 1 and the Amendment No. 1 Term Loans.


 


“Amendment
No. 1 Term Loan Commitment” shall mean, in the case of each Amendment No. 1 Term Loan Lender on the Amendment
No. 1 Effective Date, the amount set forth opposite such Amendment No. 1 Term Loan Lender’s name on Schedule A
to Amendment No. 1 as such Amendment No. 1 Term Loan Lender’s Amendment No. 1 Term Loan Commitment. The aggregate
amount of the Amendment No. 1 Term Loan Commitments as of the Amendment No. 1 Effective Date is $150,000,000.


 


“Amendment
No. 1 Term Loans” shall mean the New Term Loans established pursuant to Amendment No. 1 on the Amendment No. 1
Effective Date.





 





 



 


		1	RBC Capital Markets is a marketing name for the capital
markets activities of Royal Bank of Canada and its affiliates.



 


“Amendment
No. 1 Term Loan Lenders” shall mean a Lender with a Amendment No. 1 Term Loan Commitment or an outstanding
Amendment No. 1 Term Loan.


 






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(b)
           Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following definitions
as set forth below:




 


“Agents”
shall mean the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, the Joint Bookrunners and the Amendment No. 1
Arrangers.


 


“New
Term Loan” shall have the meaning provided in Section 2.14(c), and shall include, for the avoidance of doubt,
the Amendment No. 1 Term Loans.


 


“New
Term Loan Commitments” shall have the meaning provided in Section 2.14(a), and shall include, for the avoidance
of doubt, the Amendment No. 1 Term Loan Commitments.


 


“New
Term Loan Lender” shall have the meaning provided in Section 2.14(c), and shall include, for the avoidance
of doubt, the Amendment No. 1 Term Loan Lenders.


 


 (c)
            The definition of “Applicable Margin” set forth in Section 1.1 of the
Credit Agreement is hereby amended by adding the following clause (iii) thereto:




 


“(iii)     for
the Amendment No. 1 Term Loans:


 


	Eurocurrency

 Loans	ABR Loans
	5.00%	4.00%


 


 (d)
            The definition of “Eurocurrency Rate” set forth in Section 1.1 of the Credit Agreement is hereby amended by replacing the proviso at the end thereof with the following:




 


“provided that, notwithstanding
the foregoing, (x) with respect to the Revolving Credit Loans and the Initial Term Loans, if the Eurocurrency Rate would otherwise
be equal to or less than zero, the Eurocurrency Rate for Revolving Credit Loans and Initial Term Loans for the applicable Interest
Period shall be equal to 0.00%, and (y) with respect to the Amendment No. 1 Term Loans, if the Eurocurrency Rate would
otherwise be equal to or less than 1.00%, the Eurocurrency Rate for Amendment No. 1 Term Loans for the applicable Interest
Period shall be equal to 1.00%.”


 


(e)
            Section 2.5(b) of
the Credit Agreement is hereby amended by deleting such Section and replacing it with the following:


 


“(b)     The
Borrower shall repay to the Administrative Agent on the last Business Day of each March, June, September and December, commencing
with the last Business Day of (i) the second full fiscal quarter ending after the Closing Date and ending with the last such
Business Day prior to the Initial Term Loan Maturity Date (each, an “Initial Term Loan Repayment Date”), for
the benefit of the Initial Term Loan Lenders, a principal amount equal to (A) 0.25% of the aggregate principal amount of all
Initial USD Term Loans outstanding on the Closing Date and (B) 0.25% of the aggregate principal amount of all Initial Euro
Term Loans outstanding on the Closing Date (each such repayment, an “Initial Term Loan Repayment Amount”) (which
Initial Term Loan Repayment Amount shall be reduced by the amount of the relevant scheduled principal payment that has been prepaid
or deemed prepaid in accordance with this Agreement, including as set forth in Section 5.1, Section 5.2(c) and
Section 13.7(h)), and (ii) with respect to the Amendment No. 1 Term Loans, the fiscal quarter ending December 31,
2020 and ending with the last such Business Day prior to the Initial Term Loan Maturity Date, for the benefit of the Amendment
No. 1 Term Loan Lenders, a principal amount equal to 0.25% of the aggregate principal amount of all Amendment No. 1 Term
Loans outstanding on the Amendment No. 1 Effective Date (which repayment amount shall be reduced by the amount of the relevant
scheduled principal payment that has been prepaid or deemed prepaid in accordance with this Agreement, including as set forth in
Section 5.1, Section 5.2(c) and Section 13.7(h)).


 






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(f)
            
Section 5.1 of the Credit Agreement is hereby amended by adding the following clause (d) thereto:




 


“(d)     In
the event that, prior to the six-month anniversary of the Amendment No. 1 Effective Date, the Borrower (i) makes
any prepayment of Amendment No. 1 Term Loans in connection with any Repricing Transaction the primary purpose (as
determined by the Borrower in good faith) of which is to decrease the Effective Yield of such Amendment No. 1 Term Loans
or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction the primary purpose (as determined
by the Borrower in good faith) of which is to decrease the Effective Yield of the Amendment No. 1 Term Loans, the
Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (x) in the
case of clause (i), a prepayment premium of 1.00% of the principal amount of Amendment No. 1 Term Loans
being prepaid in connection with such Repricing Transaction and (y) in the case of clause (ii) above, a
premium equal to 1.00% of the aggregate principal amount of the applicable Amendment No. 1 Term Loans outstanding
immediately prior to such amendment that are subject to an effective pricing reduction pursuant to such Repricing
Transaction.”


 


(g)
           
Section 9.13 of the Credit Agreement is hereby amended by adding the following clause (e) thereto:




 


“(e)     The proceeds
of the Amendment No. 1 Term Loans incurred on the Amendment No. 1 Effective Date will be utilized (i) to repay outstanding
Revolving Loans, (ii) for general corporate purposes (including acquisitions, Permitted Investments, Restricted Payments and
other transactions no expressly prohibited by this Agreement) and (iii) to pay fees and expenses incurred in connection with
the foregoing and in connection with the incurrence of the Amendment No. 1 Term Loans.”


 


(h)
           
Section 10.5 of the Credit Agreement is hereby amended by adding the following clause (d) thereto:




 


“(d)     Notwithstanding
anything to the contrary contained in this Section 10.5, for the period commencing with the Amendment No. 1 Effective
Date and ending December 31, 2020, the Borrower and its Restricted Subsidiaries shall not make any Restricted Payment
to the Sponsor and other equity holders pursuant to Sections 10.5(a)(A) through (H), (b)(11), and (b)(14).”


 


(i)
           

Section 12.1(a) of the Credit Agreement is hereby amended by replacing the words “Joint Lead Arrangers
and Joint Bookrunners” with the words “Joint Lead Arrangers and Joint Bookrunners, and the Amendment No. 1 Arrangers”.




 


(j)
          

Section 12.1(i) of the Credit Agreement is hereby amended by replacing the words “No Joint Lead
Arranger or Joint Bookrunner” with the words “None of the Joint Lead Arrangers and Joint Bookruners, nor the Amendment
No. 1 Arrangers”.




 


(k)
         

Section 13.5 of the Credit Agreement is hereby amended by replacing the words “the Administrative Agent
or any Joint Lead Arranger” with the words “the Administrative Agent, Joint Lead Arrangers and Joint Bookrunners,
or Amendment No. 1 Arrangers”.




 






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		4.	Proposed Borrowing. This Agreement represents a request by the Borrower to borrow New Term
Loans in the form of the Amendment No. 1 Term Loans from the Amendment No. 1 Term Loan Lenders as follows (the “Proposed
Borrowing”):



 


		(a)	Business Day of Proposed Borrowing: June 23, 2020



 


		(b)	Amount of Proposed Borrowing: $150,000,000



 


		(c)	Interest rate option: Eurocurrency Loans with an initial Interest Period ending July 31, 2020.



 


This Section 4 shall
be deemed a Notice of Borrowing for purposes of the Credit Agreement.


 


		5.	New Term Loan Lenders. Each New Term Loan Lender acknowledges and agrees that upon its execution
of this Agreement and the New Term Loans, that such New Term Loan Lender shall become a “Lender” under, and
for all purposes of, the Credit Agreement and the other Credit Documents, and shall be subject to and bound by the terms thereof,
and shall perform all the obligations of and shall have all rights of a Lender thereunder and under the Intercreditor Agreements,
as applicable, pursuant to Section 12.13 of the Credit Agreement.



 


		6.	Credit Agreement Governs. Except as set forth in this Agreement, the New Term Loans established
hereby shall otherwise be subject to the provisions of the Credit Agreement and the other Credit Documents.



 


		7.	Conditions to Effectiveness of this Agreement. This Agreement shall become effective on
the first Business Day on which each of the following conditions is satisfied:



 


(a)            The
Administrative Agent shall have received (i) from the New Term Loan Lender, (ii) from the Administrative Agent and
(iii) from the Borrower, a counterpart of this Agreement signed on behalf of such party;


 


(b)            The
Administrative Agent shall have received the executed legal opinion of (x) Kirkland & Ellis LLP, special counsel
to the Borrower and (y) Loyens & Loeff N.V. as counsel to the Administrative Agent. The Borrower and the Administrative
Agent hereby instruct such counsel to deliver such legal opinion;


 


(c)            The
Borrower shall have paid (i) the Agents the fees in the amounts previously agreed in writing to be received on the Amendment
No. 1 Effective Date and (ii) the Administrative Agent all reasonable costs and expenses (including, without limitation
the reasonable and documented fees, charges and disbursements of (x) Cahill Gordon & Reindel llp,
counsel for the Agents and (y) if reasonably necessary, of a single firm of local counsel in each relevant material
jurisdiction (which can be a single local counsel acting in multiple jurisdictions)) of the Administrative Agent for which invoices
have been presented prior to the Amendment No. 1 Effective Date;


 






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(d)            The
Administrative Agent shall have received (A) a certificate of the Borrower, dated the Amendment No. 1 Effective Date,
substantially in the form of Exhibit L to the Credit Agreement, with appropriate insertions, executed by a board member
A and a board member B of the Borrower, and attaching the documents referred to in the following clause (B) or, to the extent
applicable, confirming the continued effectiveness and no amendments or other modifications to such documents since the Closing
Date and (B) (x) a copy of the resolutions, in form and substance satisfactory to the Administrative Agent, of the board
of directors or other managers of the Borrower (or a duly authorized committee thereof) authorizing (I) the execution, delivery
and performance of this Agreement (and any agreements relating thereto) to which it is a party and (II) the extensions of
credit contemplated hereunder, (y) the deed of incorporation and articles of association or other comparable organizational
documents of the Borrower, as applicable, to the extent amended or otherwise modified since the Closing Date and (z) signature
and incumbency certificates of the Authorized Officers of the Borrower executing the Credit Documents to which it is a party.


 


(e)            At
the time of and immediately after giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing;


 


(f)            The
representations and warranties made by the Borrower, before and after giving effect to this Agreement, contained in Section 8
hereof and in the Credit Agreement and in the other Credit Documents shall be true and correct in all material respects (or if
qualified by “materiality,” “material adverse effect” or similar language, in all respects (after giving
effect to such qualification)) with the same effect as though such representations and warranties had been made on and as of the
Amendment No. 1 Effective Date, except where such representations and warranties expressly relate to an earlier date, in which
case such representations and warranties shall have been true and correct in all material respects (or if qualified by “materiality,”
 “material adverse effect” or similar language, in all respects (after giving effect to such qualification)) as of such
earlier date.


 


(g)            The
Administrative Agent shall have received (at least three (3) Business Days prior to the Amendment No. 1 Effective
Date) all documentation and other information about Holdings and Borrower as has been reasonably requested in writing at
least ten (10) Business Days prior to the Amendment No. 1 Effective Date by the Administrative Agent or the
Amendment No. 1 Arrangers that is required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations, including without limitation the Patriot Act.


 


		8.	Borrower Certifications. By its execution of this Agreement, the undersigned officer of
the Borrower, to the best of his or her knowledge, hereby certifies, solely in his or her capacity as an officer of the Borrower
and not in his or her individual capacity, that no Event of Default exists on the date hereof before or after giving Pro Forma
Effect to the New Term Loan Commitments contemplated hereby.



 


		9.	Notice. For purposes of the Credit Agreement, the initial notice address of each relevant
New Term Loan Lender shall be as set forth below its signature below.



 






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		10.	Notice of Borrowing.The notice in respect of any initial Borrowing under this Agreement
may be conditioned on any Permitted Acquisition or other acquisition, investment, redemption, repurchase, defeasance, satisfaction,
discharge or repayment of Indebtedness or any Restricted Payments.



 


		11.	Tax Forms. For each relevant New Term Loan Lender, delivered herewith to the Administrative
Agent and the Borrower are such forms, certificates or other evidence with respect to United States federal income tax withholding
matters as such New Term Loan Lender may be required to deliver to the Administrative Agent and/or the Borrower pursuant to Section 5.4(e) of
the Credit Agreement.



 


		12.	Recordation of the New Term Loans. Upon execution and delivery hereof, the Administrative
Agent will record the New Term Loans made by the New Term Loan Lender in the Register as additional Amendment No. 1 Term Loans.



 


		13.	Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.



 


		14.	Entire Agreement. This Agreement, the Credit Agreement and the other Credit Documents constitute
the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements
and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.



 


		15.	GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



 


		16.	Severability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



 


		17.	Counterparts. This Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts
shall be deemed originals and taken together shall be deemed to constitute one and the same instrument. A set of the copies of
this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent.



 


		18.	Post-Closing Covenant. The Borrower agrees that it will deliver, or will cause to be delivered,
to the Administrative Agent the items described on Schedule B annexed hereto by the times specified on such Schedule
B with respect to such items, or such later time as the Administrative Agent may agree in its reasonable discretion. All conditions
precedent, covenants and representations and warranties contained in this Agreement and the other Credit Documents shall be deemed
modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described on Schedule B
within the time periods required by this Section 18, rather than as elsewhere provided in the Credit Documents).



 






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		19.	Effect of this Agreement. Except as expressly set forth herein, this Agreement shall not
by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or
the Agents under the Credit Agreement or any other Credit Document, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or any other Credit Document, all of which are ratified and affirmed in all respects and shall continue in full
force and effect. This Agreement shall not constitute a novation of the Credit Agreement as in effect immediately prior to giving
effect hereto or any of the Credit Documents. By executing and delivering a copy hereof, the Borrower hereby consents to the terms
of this Agreement and the transactions contemplated thereby and hereby confirms its prior pledges and grants of security interests,
as applicable, under and subject to the terms of each of the Credit Documents to which it is party, and agrees that, after giving
effect to this Agreement, such pledges and grants of security interests, and the terms of each of the Security Documents, shall
continue to be in full force and effect, including to secure the Obligations (including, without limitation, the New Term Loans
established hereunder). For the avoidance of doubt, on and after the Amendment No. 1 Effective Date, this Agreement shall
for all purposes constitute a Credit Document.



 


[Signature pages follow]


 






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IN
WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement
as of the date first set forth above.


 


	 	CREDIT
    SUISSE AG, CAYMAN ISLANDS 
 BRANCH, as Administrative Agent and the New Term
 Loan Lender
	 	 	 
	 	 	 
	 	By:	/s/ Judith E. Smith 
	 	Name:  	Judith E. Smith 
	 	Title:	Authorized Signatory 
	 	 	 
	 	By:	/s/ Brady Bingham 
	 	Name:	Brady Bingham 
	 	Title:	Authorized Signatory 




 


[Signature Page to Joinder Agreement and Amendment No. 1 (Diversey)]


 






     


     


    

 





	 	DIAMOND
    (BC) B.V., as Borrower
	 	 	 
	 	By:	/s/ Alexander Tiedemann 
	 	Name:  	Alexander Tiedemann 
	 	Title:	Board member A 
	 	 	 
	 	By:	/s/ Gaetano Redaelli 
	 	Name:	Gaetano Redaelli 
	 	Title: 	Board member B 


 


[Signature Page to Joinder Agreement and Amendment No. 1 (Diversey)]


 






     


     


    

 


SCHEDULE A

TO

JOINDER AGREEMENT AND AMENDMENT NO. 1


 


New Term Loan Commitments


 


	Amendment No. 1 Term Loan Lender	Amendment No. 1 Term Loan Commitment
	Credit Suisse AG, Cayman Islands Branch	$150,000,000
	 	Total:$150,000,000



 






     


     


    

 


SCHEDULE B


TO

JOINDER AGREEMENT AND AMENDMENT NO. 1


 


Post-Closing Covenant


 


Within 90 days of the Amendment No. 1 Effective Date, or
such later date as the Administrative Agent may reasonably agree, each of the applicable Foreign Guarantors shall, if necessary
under applicable local law in connection with the incurrence of the Amendment No. 1 Term Loans, enter into amendments, supplements,
joinders, or modifications to the applicable Foreign Security Agreements and/or Foreign Guarantee, and deliver customary opinions
with respect thereto, in each case subject to the Agreed Security Principles.