**Exhibit 10.28**

**EXECUTION COPY**

AMENDMENT NO. 3 

TO 

SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT 

This AMENDMENT NO. 3 (this “Amendment”) dated as of October 10, 2006 is entered into among JWPR CORPORATION(“JWPR”), as Seller and Servicer, LIBERTY STREET FUNDING CORP. (“Liberty”), as the sole Conduit, and THE BANK OF NOVA SCOTIA, as agent (in such capacity, the “Agent”) and as the sole FinancialInstitution (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 that certain Second Amended and Restated Receivables Purchase Agreement dated as of March 24, 2006, among JWPR, Liberty, theAgent, 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”). The parties hereto have agreed to,among other things, amend the Receivables Purchase Agreement. 

NOW THEREFORE, in consideration of the premises herein contained, and forother good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1.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: 

(a) Section 8.3 of the Receivables Purchase Agreement is hereby amended by deleting the final sentence of such section in itsentirety. 

(b) The definition of “Dilution Horizon Ratio” set forth in Exhibit I to the ReceivablesPurchase Agreement is hereby amended and restated in its entirety as follows: 

*“Dilution Horizon Ratio”means, at any time,*

*(i) the sum of the aggregate gross sales of the Originators during the most recently endedReporting Period, divided by*

*(ii) the Net Eligible Outstanding Balance at such time.*

(c) Clause (v) of the definition of “Eligible Receivable” set forth inExhibit I to the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: 

*(v)which by its terms is due and payable within 30 days of the original billing date therefor and has not had its payment terms extended; provided that in the case of any Receivable that but for this clause (v) would constitute an EligibleReceivable, such Receivable may nonetheless constitute an Eligible Receivable if and so long as (A) by its terms such Receivable is due and payable within 60 days of the original billing date therefor and has not had its payment terms extended,and (B) the aggregate Outstanding Balance of such Receivable and all other Receivables that shall constitute Eligible Receivables by reason of this proviso does not at any time exceed 6% of the Outstanding Balance of all Receivables,*

(d) The definition of “Loss Horizon Ratio” set forth in Exhibit I to the Receivables Purchase Agreement ishereby amended and restated in its entirety as follows: 

*“Loss Horizon Ratio” means, as of the last dayof any Reporting Period, a ratio*

*(i) the numerator of which is an amount equal to the sum of (A) the aggregategross sales of the Originators during the two Reporting Periods ending on such date and (B) an amount equal to three-quarters of the aggregate gross sales of the Originators during the Reporting Period that ended immediately prior to the perioddescribed in clause (A), and*

*(ii) the denominator of which is the Net Eligible Outstanding Balance as of such lastday.*

SECTION 2. Representations and Warranties. 

(a) JWPR represents and warrants that this Amendment constitutes its legal, valid and binding obligation, enforceable against it inaccordance 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 (regardlessof whether enforcement is sought in a proceeding in equity or at law). 

(b) JWPR represents and warrants that on the datehereof, 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 PurchaserPercentage and (iii) each of the representations and warranties of JWPR set forth in the Receivables Purchase Agreement is true and correct in all material respects. 

 

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SECTION 3. Conditions Precedent. This Amendment shall become effective on and as of the datehereof (the “Effective Date”) upon receipt by the Agent of duly executed counterpart signature pages to this Amendment from each party hereto. 

SECTION 4. Reference to and Effect on the Transaction Documents. 

(a) Upon theeffectiveness of this Amendment, (i) each reference in the Receivables Purchase Agreement to “this Receivables Purchase Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words oflike 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 or modified above, the terms and conditions of the Receivables Purchase Agreement, all otherTransaction 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 Agentor 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 caseexcept 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) acknowledgesand 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 in separate counterparts, each of which when so executed and delivered shall bedeemed 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 executedcounterpart of this Amendment. 

SECTION 7. Governing Law. This Amendment shall be governed by and construed in accordance with thelaws of the State of Illinois. 

SECTION 8. Headings. Section headings in this Amendment are included herein for convenience ofreference only and shall not constitute a part of this Amendment for any other purpose. 

 

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SECTION 9. Fees and Expenses. JWPR, as Seller, hereby confirms its agreement to pay on demand allreasonable 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 connectionherewith, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel to the Agent or the Purchasers with respect thereto. 

[signature page follows] 

 

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

 
JWPR CORPORATIONBy: 
*/s/ Tony A. Sebranek*
Name: Tony A. SebranekTitle: Vice PresidentLIBERTY STREET FUNDING CORP., as a ConduitBy: 
*/s/ Bernard J. Angelo*
Name: Title: THE BANK OF NOVA SCOTIA, as a Financial Institution and Managing AgentBy: 
*/s/ J. Alan Edwards*
Name: J. Alan EdwardsTitle: Managing Director
ACKNOWLEDGED AND AGREED: 

JOHNSONDIVERSEY, INC. 

 
By: 
*/s/ Lori P. Marin*
Name: Lori P. MarinTitle: Vice President & Corporate Treasurer
Signature Page to Amendment No. 3