**Exhibit 10.37**

**EXECUTION COPY**

AMENDMENT NO. 2 

TO 

THIRD AMENDED ANDRESTATED RECEIVABLES PURCHASE AGREEMENT 

This AMENDMENT NO. 2 (this “Amendment”) dated as of August 17,2009 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING LLC (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the“Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”). Capitalized terms used herein without definition shallhave the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below. 

PRELIMINARY STATEMENTS

Reference is made to that certain Third Amended and Restated Receivables Purchase Agreement dated as of December 10,2008, among JWPR, Liberty, the Agent, the Managing Agents and the Financial Institutions from time to time party thereto (as amended, restated, supplemented or modified from time to time, the “Receivables Purchase Agreement”).

In consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which ishereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Amendment. Subject to the satisfaction ofthe condition precedent set forth in Section 3 hereof, the parties hereto agree that Exhibit IV to the Receivables Purchase Agreement is hereby amended and restated in its entirety as Exhibit IV attached hereto. 

SECTION 2. Representations and Warranties. 

(a) JWPR represents and warrants that this Amendment constitutes its legal, valid and binding obligation, enforceable againstit in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity(regardless of whether enforcement is sought in a proceeding in equity or at law). 

(b) By its acknowledgmentbelow, JWPR represents and warrants that on the date hereof, before and after giving effect to this Amendment, (i) no Amortization Event or Potential Amortization Event has occurred and is continuing, (ii) the Purchaser Interests of thePurchasers do not exceed the Maximum Purchaser Percentage, (iii) the Net Receivables Balance is at least equal to 103% of the sum of (x) the Aggregate Capital, plus (y) the Aggregate Reserves and (iv) each of therepresentations and warranties of JWPR set forth in the Receivables Purchase Agreement is true and correct in all material respects. 

SECTION 3. Condition Precedent. This Amendment shall become effective on and as of the date hereof (the “Effective Date”) subject to the satisfaction of the condition precedent that the Agent shall have received dulyexecuted counterpart signature pages to this Amendment from each party 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 “thisReceivables 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 otherwisemodified 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 tothe Receivables Purchase Agreement as amended or otherwise modified hereby. 

(b) Except as specifically amendedor 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 andeffect and are hereby ratified and confirmed. 

(c) The execution, delivery and effectiveness of this Amendmentshall 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, norconstitute a waiver of any provision contained therein, in each case except as specifically set forth herein. 

SECTION 5.Reaffirmation of Performance Undertaking. JohnsonDiversey, Inc. (i) reaffirms all of its obligations under the Performance Undertakings, (ii) acknowledges that the Agent, as a party to the Receivables Purchase Agreement, enjoys thebenefits of each Performance Undertaking, and (iii) acknowledges and agrees that each Performance Undertaking remains in full force and effect (including, without limitation, after giving effect to this Amendment). 

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto inseparate 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 thisAmendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 

SECTION 7.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 

SECTION 8. 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 9. Fees and Expenses. JWPR, as Seller, hereby confirms its agreement to pay on demand all reasonable costs and expenses ofthe 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, withoutlimitation, the reasonable fees and out-of-pocket expenses of counsel to the Agent or the Purchasers with respect thereto. 

[signature page follows] 

 

2 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as ofthe date first above written. 

 
JWPR CORPORATIONBy: 
/s/ Tony A. Sebranek
 Name: Tony A. Sebranek Title: Vice PresidentLIBERTY STREET FUNDING LLC, as a ConduitBy: 
/s/ Jill A. Russo
 Name: Jill A. Russo Title: Vice PresidentTHE BANK OF NOVA SCOTIA, as a Financial Institution and Managing AgentBy: 
/s/ Darren Ward
 Name: Darren Ward Title: Director