Exhibit
10.3
LEASE ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS LEASE ASSIGNMENT AND ASSUMPTION
AGREEMENT (this “ Agreement ”) is made and
entered into effective as of the first day of May 2006 (the “
Effective Date ”) by and among
S.C. JOHNSON & SON, INC., a Wisconsin
corporation (“ SCJ ”), JOHNSONDIVERSEY, INC., a
Delaware corporation (“ JDI ”), aad 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 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” ) (the
“ Purchase Agreement ”), Buyer has purchased,
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 Real Estate and
Equipment 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 Lease Amendment dated as of November 20,
2001 by and between 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
(1) portions of buildings 50, 57 and 59 at SCJ’s Waxdale
Facility located in Mt. Pleasant, Wisconsin, and (2) certain
equipment. The parties acknowledge that by notice of termination
given by SCJ on December 22, 2005, the Lease Agreement will
expire on July 2, 2006.
C. The parties desire 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:
AGREEMENT
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), Section 17 (Indemnification) and
Section 45 (Equipment Lease). SCJ hereby consents to such
assignment, transfer and assumption. The parties hereto acknowledge
and agree that the transfer of assets and sale of equity interests
contemplated by the Purchase Agreement do not constitute a Change
in Control as defined in the Lease Agreement.
3. Approval of Other
Provisions . The provisions of the Lease Agreement, as modified
by this Agreement, are hereby approved and ratified by the parties.
The Lease Agreement, as modified by this Agreement, shall remain in
full force and effect. The parties acknowledge that by notice of
ter
