Exhibit
10.2
LEASE AMENDMENT, ASSIGNMENT AND
ASSUMPTION AGREEMENT
THIS LEASE AMENDMENT, ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “ Agreement ”) is
made and entered into as of the first day of May 2006 by and among
S.C. JOHNSON & SON, INC., a Wisconsin
corporation (“ SCJ ”), JOHNSONDIVERSEY, INC., a
Delaware corporation (“ JDI ”), and JOHNSON
POLYMER, LLC, a Wisconsin limited liability company (“
Johnson Polymer ”).
RECITALS
A. Pursuant to an Asset and Equity
Interest Purchase Agreement dated as of May 1, 2006 (the
“ Purchase Agreement ”) by and among Johnson
Polymer, JohnsonDiversey Holdings II B.V., a company
organized under the laws of the Netherlands, and BASF
Aktiengesellschaft, a company organized under the laws of Germany
(“ Buyer ”), Buyer or its designated affiliate
will purchase, among other things, (1) certain assets of
Johnson Polymer which are used in the business of developing,
manufacturing, and selling specialty polymers for use in the
industrial print and packaging industry, industrial paint and
coatings industry, and industrial plastics industry and
(2) the equity interests in certain subsidiaries of Johnson
Polymer and JohnsonDiversey Holdings II B.V.
B. Pursuant to a Lease Agreement
dated as of July 3, 1999 by and between SCJ and Johnson
Polymer, Inc. (n/k/a Johnson Polymer), as amended by an Omnibus
Amendment of Leases (the “ Omnibus Amendment ”)
dated effective as of November 9, 2001 by and among SCJ, S.C.
Johnson Commercial Markets, Inc. (n/k/a JohnsonDiversey, Inc.), and
Johnson Polymer, Inc. (n/k/a Johnson Polymer, LLC) (as amended, the
“ Lease Agreement ”), Johnson Polymer leases
from SCJ buildings 52, 53, 54, 66, 66A, 70, 71, 72 and the Nitrogen
Building at SCJ’s Waxdale Facility located in Sturtevant,
Wisconsin.
C. The parties desire to amend the
Lease Agreement in accordance with the terms and conditions hereof
and to confirm in writing the assignment and assumption of rights
and obligations contemplated by this Agreement.
NOW THEREFORE, in consideration of
the recitals and the mutual covenants set forth herein, the parties
agree as follows:
AGREEMENTS
1. Capitalized Terms . All
capitalized terms used herein and not otherwise defined herein
shall have the applicable meanings set forth in the Lease
Agreement.
2. Assignment and Assumption of
Rights and Obligations . Johnson Polymer hereby assigns and
transfers to JDI, and JDI hereby assumes from Johnson Polymer, all
rights, obligations and liabilities of Johnson Polymer set forth in
or arising pursuant to the Lease
Agreement (whether arising or accruing prior to,
on or after the date hereof), including, but not limited to, those
rights, obligations and liabilities set forth in or arising
pursuant to Section 7 thereof (Rentals), Section 16
thereof (Environmental Matters) and Section 17
(Indemnification). SCJ hereby consents to such assignment, transfer
and assumption.
3. Amendments to Lease
Agreement .
(a) Lease Term .
Section 4 of the Lease Agreement shall be deleted and replaced
by the following.
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4.
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Lease
Term . The Lease Term
shall commence on July 3, 1999 and end on July 2, 2009
unless extended or earlier terminated as provided
herein.
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(b) Renewal. Section 5
of the Lease Agreement shall be deleted in its entirety.
(c) Option to Extend Lease
Term . The Lease Agreement is hereby amended to add a new
Section 45 to the Lease Agreement which shall be as
follows:
45. Option to Extend Lease
Term . Upon written notice given to Lessor at least one hundred
and seventy (170) days before July 2, 2009, Lessee,
provided it is not then in material default, may elect, on an
irrevocable basis, to extend the Lease Term for an additional six
(6) months to and including December 31, 2009 (the
“ Option ”). The rent methodology contained in
the Lease Agreement (as modified by this Agreement) shall apply to
the additional six (6) month period provided that the Total
Annual Rent to be paid during such extension period shall be
adjusted based on the rent adjustment provisions of the Lease
Agreement to reflect the additional six (6) month term. If the
Option is exercised, (a) any reference in the Lease to the
“Lease Term” shall be deemed to include the six
(6) month extension period unless otherwise expressly provided
herein and (b) an
