**Exhibit 10.39**

**EXECUTION COPY**

AMENDMENT NO. 4 

TO 

THIRD AMENDED ANDRESTATED RECEIVABLES PURCHASE AGREEMENT 

This AMENDMENT NO. 4 TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT(this “Amendment”) dated as of December 4, 2009 is entered into among JWPR CORPORATION (“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING LLC (“Liberty”), as the sole Conduit, and THEBANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole Financial Institution (in such capacity, the “Financial Institution” and together with the Conduit, the “Purchasers”).Capitalized terms used herein without definition shall have the meanings ascribed thereto in the “Receivables Purchase Agreement” referred to below. 

PRELIMINARY STATEMENTS 

Reference is made to the Third Amended and RestatedReceivables 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 goodand valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION1. Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the parties hereto agree that the Receivables Purchase Agreement is hereby amended as follows: 

The definition of “Liquidity Termination Date” set forth in Exhibit I to the Receivables Purchase Agreement is hereby deleted inits entirety and replaced with the following: 

*“Liquidity Termination Date” means December 19,2011.*

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 the Purchasers 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 the representations and warranties of JWPR set forth in the Receivables Purchase Agreement is true and correct in all material respects. 

SECTION 3. Conditions Precedent. This Amendment shall become effective on and as of the date hereof (the “EffectiveDate”) subject to the satisfaction of the following conditions precedent: 

(a) the Agent shall havereceived duly executed counterpart signature pages to this Amendment from each party hereto; and 

(b) the Agentshall have received, in immediately available funds, an amendment fee in the amount of $225,000 (which shall be fully earned and non-refundable for any reason when paid). 

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 TransactionDocument 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 or modified above, the terms and conditions of the Receivables Purchase Agreement, allother 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 remedyof 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, ineach 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 the benefits 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). 

 

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SECTION 6. Execution in Counterparts. This Amendment may be executed in any number ofcounterparts 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 anexecuted counterpart of a signature page to this Amendment 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 notconstitute a part of this Amendment for any other purpose. 

SECTION 9. Fees and Expenses. JWPR, as Seller, herebyconfirms 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 beexecuted 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. 

 

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

 
JWPR CORPORATIONBy: 
/s/ Lori P. Marin
 Name: Lori P. Marin Title: Vice President 
 

Amendment No. 4 to 

Third Amended and Restated Receivables Purchase Agreement 

LIBERTY 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
 

Amendment No. 4 to 

Third Amended and Restated Receivables Purchase Agreement