Amended and Restated Guaranty Agreement



 EXHIBIT 10.2 
  
 AMENDED AND RESTATED GUARANTY 
 GIVEN BY DOMESTIC LOAN PARTIES 
  
 This AMENDED AND RESTATED
GUARANTY (this “Guaranty”), dated as of December 16, 2005, by JohnsonDiversey Holdings, Inc. (f/k/a, Johnson Professional Holdings, Inc.), a Delaware corporation
(“Holdings”), and each of the other entities listed on the signature pages hereof or which becomes a party hereto pursuant to Section 24 hereof (each a “Subsidiary Guarantor” and, together with
Holdings, collectively, the “Guarantors” and individually a “Guarantor”), in favor of Citicorp USA, Inc. (“CUSA”), as administrative agent for the Secured Parties (in such
capacity, the “Administrative Agent”, and together with the other Secured Parties, each, a “Guarantied Party” and, collectively the “Guarantied Parties”), amends and restates in
its entirety the Existing Guaranty (as defined below). All capitalized term used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Amended Credit Agreement referred to below. 
  
 W I T N E
S S E T H: 
  
 WHEREAS, JohnsonDiversey, Inc., a Delaware corporation (the “Borrower”), Holdings, the lenders and issuers party thereto from time to time, CUSA as administrative agent for the
lenders and issuers (in such capacity, the “Existing Administrative Agent”), Goldman Sachs Credit Partners L.P., as syndication agent for the lenders and issuers (in such capacity, the “Syndication
Agent”) and Bank One NA, ABN Amro Bank N.V., Royal Bank of Scotland plc, New York Branch and General Electric Capital Corporation, as co-documentation agents, are parties to the Credit Agreement, dated as of May 3, 2002 (as
amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”); and 
  
 WHEREAS, the Borrower has requested an amendment and restatement of the Existing Credit Agreement; and 
  
 WHEREAS, Holdings, the Borrower, the Lenders and Issuers, the
Administrative Agent, the Syndication Agent and JPMorgan Chase Bank, N.A. (successor in interest to Bank One NA), General Electric Capital Corporation and National City Bank of the Midwest, as co-documentation agents for the Lenders and Issuers,
have entered into the Amended and Restated Credit Agreement, dated as of December 16, 2005 (as amended, amended and restated, supplemented or otherwise modified, the “Amended Credit Agreement”) which amends and restates
the Existing Credit Agreement; and 
  
 WHEREAS,
(i) this Guaranty, on the terms and subject to the conditions set forth herein, shall amend and restate, in its entirety, the guaranty, dated as of May 3, 2002 (as amended prior to the date hereof, the “Existing
Guaranty”) entered into by the Guarantors and (ii) from and after the Effective Date, the Existing Guaranty shall be of no further force or effect, except to evidence the obligations incurred, the representations and warranties
made, and the actions or omissions performed or required to be performed, thereunder prior to the Effective Date; and 
  
 WHEREAS, Holdings is the shareholder of all but one non-voting share of the Borrower and each Subsidiary Guarantor is a direct or indirect
Subsidiary of the Borrower; and 
  
 WHEREAS, each
Guarantor will receive substantial direct and indirect benefits from the making of the Loans, the issuance of the Letters of Credit and the granting of the other financial accommodations to the Borrower under the Amended Credit Agreement; and








 WHEREAS, it is a condition precedent to the effectiveness of the Amended Credit Agreement
that the Guarantors shall have executed and delivered this Guaranty to the Administrative Agent for the benefit of the Guarantied Parties; and 
  
 WHEREAS, the Guarantors agree, among other things, to reaffirm the Existing Guaranty, the Liens granted in favor of the Guarantied Parties,
and the guaranties made in favor of the Guarantied Parties; 
  
 NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows: 
  
 Section 1. Guaranty. 
  
 (a) To induce the
Lenders to make the Loans and the Issuers to issue Letters of Credit, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, as primary obligor and not merely as surety, the
full and punctual payment when due and in the currency due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other Loan Document, of all the Guaranteed Obligations (as
defined below) of such Guarantor, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, and whether enforceable or
unenforceable as against the Borrower, now or hereafter existing, or due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding
under the Bankruptcy Code or any similar Requirements of Law (such laws, together with the Bankruptcy Code, the “Bankruptcy Laws”), whether or not such interest is an allowed claim in such proceeding), fees and costs of
collection. This Guaranty constitutes a guaranty of payment and not of collection. 
  
 (b) “Guarantied Obligations” means the Obligations of the Borrower. 
  
 (c) Each Guarantor further agrees that, if any payment made by the Borrower or any other Person and applied to the Obligations is at any time annulled,
avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of Collateral are required to be returned by any Guarantied Party to the Borrower, its estate,
trustee, receiver or any other party, including any Guarantor, under any Bankruptcy Laws, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any
Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made or, if prior thereto this Guaranty shall have been cancelled or surrendered (and if any Lien or other
Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and
such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment (or any Lien or other Collateral securing such obligation).

  
 Section 2. Limitation of Guaranty. Any term
or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount of the Obligations for which any Subsidiary Guarantor shall be liable shall not exceed the maximum amount for which such
Subsidiary Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable law relating to fraudulent 








 
conveyance or fraudulent transfer (including section 548 of the Bankruptcy Code or any applicable provisions of other Bankruptcy Laws) (collectively,
“Fraudulent Transfer Laws”), in each case after giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically
excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor
hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held
by such Subsidiary Guarantor pursuant to (i) applicable law, (ii) Section 3 of this Guaranty or (iii) any other agreement providing for an equitable allocation among such Subsidiary Guarantor and other Subsidiaries or
Affiliates of the Borrower of obligations arising under this Guaranty or other guaranties of the Obligations by such parties. 
  
 Section 3. Contribution. To the extent that any Subsidiary Guarantor shall be required hereunder to pay a portion of the Obligations
which shall exceed the greater of (i) the amount of the economic benefit actually received by such Subsidiary Guarantor from the Facilities and (ii) the amount which such Subsidiary Guarantor would otherwise have paid if such Subsidiary
Guarantor had paid the aggregate amount of the Obligations (excluding the amount thereof repaid by the Borrower and Holdings) in the same proportion as such Subsidiary Guarantor’s net worth at the date enforcement hereunder is sought bears to
the aggregate net worth of all the Subsidiary Guarantors at the date enforcement hereunder is sought, then such Guarantor shall be reimbursed by such other Subsidiary Guarantors for the amount of such excess, pro rata, based on the respective net
worths of such other Subsidiary Guarantors at the date enforcement hereunder is sought. 
  
 Section 4. Authorization; Other Agreements. The Guarantied Parties are hereby authorized, without notice to or demand upon any Guarantor, which notice or demand is expressly waived hereby, and
without discharging or otherwise affecting the obligations of any Guarantor hereunder (which shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to: 
  
 (a) supplement, renew, extend, accelerate or otherwise change the time for
payment of, or other terms relating to, the Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including, without limitation, the other Loan Documents)
now or hereafter executed by the Borrower and delivered to the Guarantied Parties or any of them, including, without limitation, any increase or decrease of principal or the rate of interest thereon; 
  
 (b) waive or otherwise consent to noncompliance with any provision of any
instrument evidencing the Obligations, or any part thereof, or any other instrument or agreement in respect of the Obligations (including the other Loan Documents) now or hereafter executed by the Borrower and delivered to the Guarantied Parties or
any of them; 
  
 (c) accept partial payments on the Obligations;

  
 (d) receive, take and hold additional security or collateral
for the payment of the Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

  
 (e) settle, release, compromise, collect or otherwise
liquidate the Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Obligations or any part of them or any other guaranty therefor, in any manner; 







 (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Obligations
or any part of them and otherwise deal with the Borrower or any other guarantor, maker or endorser; 
  
 (g) apply to the Obligations any and all payments or recoveries from the Borrower, from any other guarantor, maker or endorser of the Obligations or any
part of them or from any Guarantor to the Obligations in such order as provided herein whether such Obligations are secured or unsecured or guaranteed or not guaranteed by others; 
  
 (h) apply any and all payments or recoveries from any Guarantor of the Obligations or sums realized from security furnished
by such Guarantor upon its indebtedness or obligations to the Guarantied Parties, or any of them, whether or not such indebtedness or obligations relate to the Obligations; and 
  
 (i) refund at any time any payment received by any Guarantied Party in respect of any of the Obligations, and payment to
such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior
cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with
respect to such obligations); 
  
 even if any right of reimbursement or
subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including, without limitation, any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of
the Obligations which impairs any subrogation, reimbursement or other right of such Guarantor). 
  
 Section 5. Guaranty Absolute and Unconditional. Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor
on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of:

  
 (a) the invalidity or unenforceability of any of the
Borrower’s obligations under the Amended Credit Agreement or any other Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Obligations or any part of them, or the lack of
perfection or continuing perfection or failure of priority of any security for the Obligations or any part of them; 
  
 (b) the absence of any attempt to collect the Obligations or any part of them from the Borrower or other action to enforce the same; 
  
 (c) failure by any Guarantied Party to take any steps to perfect and maintain
any Lien on, or to preserve any rights to, any Collateral; 
  
 (d)
any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws; 
  
 (e) any borrowing or grant of a Lien by the Borrower, as
debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws; 







 (f) the disallowance, under Section 502 of the Bankruptcy Code or any comparable provisions of other
Bankruptcy Laws, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the Obligations ; 
  
 (g) any use of cash collateral under Section 363 of the Bankruptcy Code or any comparable provisions of other Bankruptcy Laws; 
  
 (h) any agreement or stipulation as to the provision of adequate
protection in any bankruptcy proceeding; 
  
 (i) the avoidance of
any Lien in favor of the Guarantied Parties or any of them for any reason; 
  
 (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Borrower, any Guarantor or any of the Borrower’s other
Subsidiaries, including without limitation, any discharge of, or bar or stay against collecting, all or any of the Obligations (or any part of them or interest thereon) in or as a result of any such proceeding; 
  
 (k) failure by any Guarantied Party to file or enforce a claim against the
Borrower or its estate in any bankruptcy or insolvency case or proceeding; 
  
 (l) any action taken by any Guarantied Party if such action is authorized hereby; 
  
 (m) any election following the occurrence of an Event of Default by any Guarantied Party to proceed separately against the personal property Collateral in
accordance with such Guarantied Party’s rights under the UCC (or other applicable legislation) or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with such
Guarantied Party’s rights with respect to such real property; 
  
 (n) any change in the corporate existence or structure of the Borrower or any other Loan Party (other than as permitted in the Amended Credit Agreement); 
  
 (o) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available
to or be asserted by any Guarantor or any other Person against any Guarantied Party; 
  
 (p) any Requirement of Law affecting any term of any Guarantor’s obligations under this Guaranty; or 
  
 (q) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any
obligations, other than the payment in full of the Guarantied Obligations. 
  
 Section 6. Waivers. Each Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in
respect of the Guarantied Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrower. Each Guarantor shall not, until the Obligations are irrevocably paid in full and the Commitments
have been terminated, assert any claim or counterclaim it may have against the Borrower or set off any of its obligations to the Borrower against any obligations of the Borrower to it. In connection with the foregoing, each Guarantor
covenants that its obligations hereunder shall not be discharged, except by complete performance. 







 Section 7. Reliance. Each Guarantor hereby assumes responsibility for keeping itself
informed of the financial condition of the Borrower and any and all endorsers and/or other guarantors of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof,
that diligent inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Guarantied
Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Guarantied Party shall be under no obligation (i) to undertake any investigation not a part of its regular
business routine, (ii) to disclose any information which such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (iii) to make any other or future disclosures of
such information or any other information to any Guarantor. 
  
 Section 8. Waiver of Subrogation and Contribution Rights. Until the Obligations have been irrevocably paid in full and the Commitments have been terminated, the Guarantors shall not enforce or otherwise exercise any right
of subrogation to any of the rights of the Guarantied Parties or any part of them against the Borrower or any right of reimbursement or contribution or similar right against the Borrower by reason of this Guaranty or by any payment made by any
Guarantor in respect of the Obligations. 
  
 Section 9.
Subordination. Each Guarantor hereby agrees that any Indebtedness of the Borrower now or hereafter owing to any Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby
subordinated to all of the Obligations, and that, except as permitted under Section 8.12(a) of the Amended Credit Agreement, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Obligations have been paid in full
and this Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing. Upon the occurrence and during the
continuance of an Event of Default, the Borrower shall, upon demand, pay to the Administrative Agent any payment of all or any part of the Guarantor Subordinated Debt and any amount so paid to the Administrative Agent shall be applied to
payment of the Obligations as provided in Section 2.13(f) of the Amended Credit Agreement. Each payment on the Guarantor Subordinated Debt received in violation of any of the provisions hereof shall be deemed to have been received by such
Guarantor as trustee for the Guarantied Parties and shall be paid over to the Administrative Agent immediately on account of the Obligations, but without otherwise affecting in any manner such Guarantor’s liability hereof. Each Guarantor
agrees to file all claims against the Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to all of such
Guarantor’s rights thereunder. If for any reason a Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Guarantor hereby irrevocably appoints the Administrative
Agent as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in such Guarantor’s name to file such claim or, in the Administrative Agent’s discretion, to assign such claim to and cause proof of
claim to be filed in the name of the Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full
amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Administrative Agent all of such Guarantor’s rights to any payments or distributions to which such Guarantor
otherwise would be entitled. If the amount so paid is greater than such Guarantor’s liability hereunder, the Administrative Agent shall pay the excess amount to the party entitled thereto. In addition, each Guarantor hereby irrevocably appoints
the Administrative Agent as its attorney-in-fact to exercise all of such Guarantor’s voting rights in connection with any bankruptcy proceeding or any plan for the reorganization of the Borrower. 







 Section 10. Default; Remedies. The obligations of each Guarantor hereunder are
independent of and separate from the Guarantied Obligations. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, at its sole election, proceed directly and at once, without notice, against any
Guarantor to collect and recover the full amount or any portion of the Guarantied Obligations then due, without first proceeding against the Borrower or any other guarantor of the Guarantied Obligations, or against any Collateral under the Loan
Documents or joining the Borrower or any other guarantor in any proceeding against any Guarantor. 
  
 Section 11. Irrevocability. This Guaranty shall be irrevocable as to any and all of the Guarantied Obligations until the Commitments
have been terminated and all monetary Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of any Guarantor or its
successors or assigns, and at the cost and expense of such Guarantor or its successors or assigns, the Administrative Agent shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are
necessary or desirable to evidence the termination of this Guaranty. 
  
 Section 12. Setoff. Upon the occurrence and during the continuance of an Event of Default, each Guarantied Party and each Affiliate of a Guarantied Party may, without notice to any Guarantor and regardless of the
acceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of all or any part of the Guarantied Obligations (i) any indebtedness due or to become due from such Guarantied Party or Affiliate to such
Guarantor, and (ii) any moneys, credits or other property belonging to such Guarantor, at any time held by or coming into the possession of such Guarantied Party or Affiliate. 
  
 Section 13. No Marshalling. Each Guarantor consents and agrees that no Guarantied Party or Person acting
for or on behalf of any Guarantied Party shall be under any obligation to marshal any assets in favor of any Guarantor or against or in payment of any or all of the Obligations. 
  
 Section 14. Enforcement; Amendments; Waivers. No delay on the part of any Guarantied Party in the
exercise of any right or remedy arising under this Guaranty, the Amended Credit Agreement, any of the other Loan Documents or otherwise with respect to all or any part of the Obligations, the Collateral or any other guaranty of or security for all
or any part of the Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any of the provisions of
this Guaranty shall be binding upon any Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the party making such modification or waiver. Failure by any Guarantied Party at any time or times hereafter to require
strict performance by the Borrower, any Guarantor, any other guarantor of all or any part of the Obligations or any other Person of any of the provisions, warranties, terms and conditions contained in any of the Loan Documents now or at any time or
times hereafter executed by such Persons and delivered to any Guarantied Party shall not waive, affect or diminish any right of any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be
deemed to have been waived by any act or knowledge of any Guarantied Party, or its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Borrower or such Guarantor, as
applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Amended Credit Agreement. No waiver of any Event of Default by any Guarantied Party shall operate as a waiver of any other Event of
Default or the same Event of Default on a future occasion, and no action by any Guarantied Party permitted hereunder shall in any way affect or impair any Guarantied Party’s rights and remedies or the 








 
obligations of any Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal and/or interest owing
by the Borrower to a Guarantied Party shall be conclusive and binding on each Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made. 
  
 Section 15. Amendment and Restatement; Effectiveness 

  
 (a) This Guaranty shall not become effective until the
Effective Date. 
  
 (b) On the Effective Date, the Existing
Guaranty shall be amended and restated in its entirety by this Guaranty, and the Existing Guaranty shall thereafter be of no further force and effect except to evidence (i) the incurrence by the Guarantors of the obligations thereunder (whether
or not such obligations are contingent as of the Effective Date), (ii) the representations and warranties made by the Guarantors prior to the Effective Date and (iii) any action or omission performed or required to be performed pursuant to
such Existing Guaranty prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Guaranty). The amendments and restatements set forth herein shall not cure any breach
thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement existing prior to the date hereof. This Guaranty is not in any way intended to constitute a novation of the
obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any portion of such obligations and liabilities. Each of the Guarantors hereby consents to the execution, delivery and performance of the Amended
Credit Agreement and all of the other Loan Documents executed or delivered in connection therewith. 
  
 (c) The terms and conditions of this Guaranty and the Administrative Agent’s, the Lenders’ and the Issuers’ rights and remedies under this
Guaranty and the other Loan Documents shall apply to (i) all of the Obligations incurred under the Amended Credit Agreement and the Notes issued thereunder and all obligations of the Guarantors incurred under the Loan Documents and
(ii) all of the Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder and all obligations of the Guarantors incurred under the Loan Documents (as defined in the Existing Credit Agreement) (the
“Existing Loan Documents”). 
  
 (d) Each
Guarantor hereby reaffirms the Liens granted pursuant to the Existing Loan Documents to the Existing Administrative Agent for the benefit of the Secured Parties (as defined in the Existing Credit Agreement), which Liens shall continue in full force
and effect during the term of this Guaranty and any renewals thereof and shall continue to secure the Secured Obligations, in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the Reaffirmation
Documents as defined in that certain Reaffirmation Agreement dated the date hereof among the Reaffirming Parties (as defined therein) and the Secured Parties (as defined therein). 
  
 (e) On and after the Effective Date, (i) all references to the Existing Guaranty (or to any amendment or any amendment
and restatement thereof) in the Loan Documents shall be deemed to refer to the Existing Guaranty, as amended and restated hereby, (ii) all references to any section (or subsection) of the Existing Guaranty in any Loan Document (but not herein)
shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Guaranty and (iii) except as the context otherwise provides, on or after the Effective Date, all references to this Guaranty herein
(including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Existing Guaranty, as amended and restated hereby. 
  

Section 16. Successors and Assigns. This Guaranty shall be binding upon each Guarantor and upon the successors and assigns of such
Guarantors and shall inure to the benefit of the Guarantied Parties and their respective successors and assigns; all references herein to the Borrower and 








 
to the Guarantors shall be deemed to include their respective successors and assigns. The successors and assigns of the Guarantors and the Borrower shall
include, without limitation, their respective receivers, trustees and debtors-in-possession. All references to the singular shall be deemed to include the plural where the context so requires. 
  
 Section 17. Representations and Warranties; Covenants.
Each Guarantor hereby (a) represents and warrants that the representations and warranties as to it made by the Borrower in Article IV of the Amended Credit Agreement are true and correct on each date as required by Section 3.2(b)(i)
of the Amended Credit Agreement, (b) agrees to take, or refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take
such action or to refrain from taking such action by such Guarantor. 
  
 Section 18. Governing Law. This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 
  
 Section 19. Submission to Jurisdiction; Service of
Process. 
  
 (a) Any legal action or proceeding with
respect to this Guaranty, and any of the other Loan Documents to which any Guarantor is party, may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and
delivery of this Guaranty, each Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. 
  
 (b) Each Guarantor hereby irrevocably designates, appoints and empowers CT
Corporation System, 111 Eighth Avenue, New York, NY 10011, Tel: (212) 894-8700, Fax: (212) 894-8790 the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its
designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out
of or in connection with this Guaranty or any of the other Loan Documents. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Guarantor in care of the Process Agent at
the Process Agent’s above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Guarantor irrevocably consents to the service of
any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Guarantor care of the Borrower at the Borrower’s address specified in
Section 11.8 of the Amended Credit Agreement or at such other address as the Borrower may specify pursuant to such Section 11.8. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 
  
 (c) Nothing contained in this Section 18 shall affect the right of the Administrative Agent or any other Guarantied Party to serve process in
any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. 
  
 (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or Euros into another currency, the
parties hereto agree, to the fullest extent 








 
that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent
could purchase Dollars or Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the
purchase of Dollars, for delivery two Business Days thereafter. 
  
 Section 20. Certain Terms. The following rules of interpretation shall apply to this Guaranty: (a) the terms “herein,” “hereof,” “hereto” and
“hereunder” and similar terms refer to this Guaranty as a whole and not to any particular Article, Section, subsection or clause in this Guaranty, (b) unless otherwise indicated, references herein to an Exhibit, Article,
Section, subsection or clause refer to the appropriate Exhibit to, or Article, Section, subsection or clause in this Guaranty and (c) the term “including” means “including without limitation” except when used
in the computation of time periods. 
  
 Section 21.
Waiver of Jury Trial. Each of the Administrative Agent, the other Guarantied Parties and each Guarantor irrevocably waives trial by jury in any action or proceeding with respect to this Guaranty and any of the other Loan Documents.

  
 Section 22. Notices. Any notice or other
communication herein required or permitted shall be given as provided in Section 11.8 of the Amended Credit Agreement and, in the case of any Guarantor, to such Guarantor in care of the Borrower. 
  
 Section 23. Severability. Wherever possible, each
provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty. 
  
 Section 24. Additional Guarantors. Each of the Guarantors agrees that, if pursuant to Section 7.11(b) of the Amended Credit
Agreement the Borrower shall be required to cause any Subsidiary that is not a Guarantor to become a Guarantor hereunder, or if for any reason the Borrower desires any such Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute
and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit A attached hereto and shall thereafter for all purposes be a party hereto and have the same rights, benefits and obligations as a
Guarantor party hereto on the Closing Date. 
  
 Section 25. Collateral. Each Guarantor hereby acknowledges and agrees that its obligations under this Guaranty are secured pursuant to the terms and provisions of the Collateral Documents executed by it in favor of the
Administrative Agent, for the benefit of the Secured Parties, and covenants that it shall not grant any Lien with respect to its property in favor, or for the benefit, of any Person other than the Administrative Agent, for the benefit of the Secured
Parties except as expressly permitted by the terms of the Amended Credit Agreement. 
  
 Section 26. Costs and Expenses. Each Guarantor agrees to pay or reimburse the Administrative Agent and each of the other Guarantied Parties upon demand for all out-of-pocket costs and expenses,
including, without limitation, reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Administrative Agent and such other Guarantied Parties in enforcing this Guaranty or any security
therefor or exercising or enforcing any other right or remedy available in connection herewith or therewith. 
  
 Section 27. Waiver. Each Guarantor hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover any special, exemplary, punitive or consequential damage in any legal action or proceeding in respect of this Guaranty or any of the other Loan Documents. 







 Section 28. Execution in Counterparts. This Intercompany Guaranty may be
executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages
may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart hereof by telecopy shall be effective as delivery of a
manually executed counterpart hereof. 
  
 Section 29.
Entire Agreement. This Guaranty, taken together with all of the other Loan Documents executed and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior
understandings, written and oral, relating to the subject matter hereof. 
  
 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 







 IN WITNESS WHEREOF, this Guaranty has been duly
executed on the date first set forth above. 
  

			
	 JohnsonDiversey Holdings, Inc.,
 as
Guarantor

		
	 By:
	 	 /s/ Luis F. Machado


	 Name:
	 	 Luis F. Machado

	 Title:
	 	 Assistant Secretary

	
	 Auto-C, LLC

	 Chemical Methods Associates, Inc.

	 Chemical Methods Leasco, Inc.

	 DuBois International, Inc.

	 Integrated Sanitation Management, Inc.

	 JDI CEE Holdings, Inc.

	 JDI Holdings, Inc.

	 JohnsonDiversey Puerto Rico, Inc.

	 JohnsonDiversey Shareholdings, Inc.

	 JohnsonDiversey Subsidiary #1 LLC

	 Johnson Polymer, LLC

	 Johnson Wax Diversey Shareholdings, Inc.

	 JWP Investments, Inc.

	 Professional Shareholdings, Inc.

	 The Butcher Company,

	 each , as a Subsidiary Guarantor

		
	 By:
	 	 /s/ Luis F. Machado


	 Name:
	 	 Luis F. Machado

	 Title:
	 	 In the capacities listed on Schedule I



  

			
	 ACKNOWLEDGED this 16th day
 of December,
2005

	
	 CITICORP USA, INC.,
 as Administrative Agent and Secured Party

		
	 By:
	 	 /s/ Myles Kassin


	 Name:
	 	Myles Kassin
	 Title:
	 	Vice President