AMENDMENT NO. 3, CONSENT AND WAIVER TO CREDIT AGREEMENT, DATED AS OF APRIL 8, 2005

Exhibit 10.1

Amendment No. 3, Consent and Waiver to Credit Agreement

This Amendment No. 3, Consent and Waiver to Credit Agreement, dated as of April 8, 2005 (this " Amendment "), is entered into among JohnsonDiversey, Inc., a Delaware corporation (the " Company "), JohnsonDiversey Canada, Inc., an Ontario corporation (the " Canadian Borrower "), JohnsonDiversey Holdings II B.V., a Dutch corporation (the " Euro Borrower "), and Johnson Professional Co., Ltd, a Japanese corporation (the " Japanese Borrower " and, with the Company, the Canadian Borrower and the Euro Borrower, collectively, the " Borrowers "), JohnsonDiversey Holdings, Inc., a Delaware corporation (" Holdings "), and Citicorp USA, Inc., as Administrative Agent (as defined below) on behalf each Lender executing a Lender Consent (as defined below), and amends the Credit Agreement, dated as of May 3, 2002, as amended by Amendment No. 1 dated as of August 6, 2003 and as further amended by Amendment No. 2 dated as of February 24, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), among the Borrowers, Holdings, the Lenders and Issuers (in each case as defined therein) party thereto, Citicorp USA, Inc., as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the " Administrative Agent "), Goldman Sachs Credit Partners L.P., as Syndication Agent for the Lenders and the Issuers, and JPMorgan Chase Bank, N.A.. (as successor in interest to 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 for the Lenders and Issuers. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W i t n e s s e t h:

WHEREAS, the Company has requested that the Lenders agree to reduce the rate of interest applicable to the Tranche B Dollar Loans;

WHEREAS, in connection with such requested interest rate reduction and as further described herein, the Company desires to voluntarily prepay certain outstanding Tranche B Dollar Loans under the Credit Agreement in a principal amount equal to the principal amount of the Tranche B Dollar Loans held by the Tranche B Dollar Lenders that are not Consenting Lenders (as defined below) (the "Proposed Dollar Prepayment" ), with the proceeds of new term loans having identical terms as, the same rights and obligations as, and in the same aggregate principal amounts as, the Tranche B Dollar Loans being so refinanced under the Loan Documents, including as such terms are amended hereby;

WHEREAS, the Company shall pay to each Tranche B Dollar Lender that does not execute and deliver a Lender Consent the principal amount of, and all accrued and unpaid interest on, its Tranche B Dollar Loans plus any amounts owing pursuant to Section 2.14(e) (Breakage Costs) of the Credit Agreement, through the 2005 Tranche B Dollar Loan Reduction Effective Date (as defined below) on the 2005 Tranche B Dollar Loan Reduction Effective Date;

WHEREAS, the Company has requested that additional Tranche B Dollar Loans be made available to it in an aggregate amount up to the Dollar equivalent of the outstanding aggregate principal amount of Tranche B Euro Loans and having identical terms and the same rights and obligations as the Tranche B Dollar Loans;

WHEREAS, in connection with such requested additional Tranche B Dollar Loans and as further described herein, the Euro Borrower desires to voluntarily prepay certain outstanding Tranche B Euro Loans under the Credit Agreement (the "Proposed Euro Prepayment" ), with the proceeds of the new term loans made available to the Company;

WHEREAS, the Company has advised the Lenders that as a result of changes to the "thin capitalization" regulations in the Netherlands, ownership of Johnson Polymer, B.V. was transferred from Johnson Polymer, LLC to JohnsonDiversey Holdings II B.V. on December 31, 2004 to enable the Company to retain the benefit of certain tax credits (the " 2004 Dutch Reorganization" );

WHEREAS, in connection with a Post-Closing Reorganization, the Company transferred ownership of JohnsonDiversey Europe B.V. to JohnsonDiversey Espana, S.L. (the " Europe B.V. Transfer" );

WHEREAS, the Administrative Agent has previously been granted a first ranking right of pledge on 65% of the issued and outstanding share capital of JohnsonDiversey Europe B.V. and a first ranking right of pledge on 60% of the issued and outstanding share capital of Johnson Polymer, B.V., each to secure the Obligations of the Company under the Credit Agreement (the " Existing First Ranking Pledges ");

WHEREAS, in connection with the 2004 Dutch Reorganization and in connection with the Europe B.V. Transfer, the Company has requested that the Lenders consent to the 2004 Dutch Reorganization and, subject to the establishment of replacement Liens or pledges in respect of such Collateral in accordance with Section 7.11 (Additional Collateral and Guaranties), release the Existing First Ranking Pledges (the "2005 Release ");

WHEREAS, the Borrowers have requested that the Administrative Agent and the Requisite Lenders amend the Credit Agreement as set forth herein;

WHEREAS, pursuant to Section 11.1(a) (Amendments, Waivers, Etc.) of the Credit Agreement, the consent of the Requisite Lenders is required to effect the consents and amendments set forth herein; provided that the amendments set forth in Section 2(B) ( Amendments to the Credit Agreement ) below require the consent of each Lender in respect of which the rate of interest on any Loan outstanding to such Lender is being decreased by the terms of this Amendment; and

WHEREAS, the Lenders party to the attached Acknowledgement and Consent of Lenders to this Amendment (the "Lenders' Consent" ) constituting the Requisite Lenders and, with respect to the amendments set forth in Section 2(B) ( Amendments to the Credit Agreement ), each Tranche B Dollar Lender and the Administrative Agent agree, subject to the limitations and conditions set forth herein, to amend the Credit Agreement as set forth herein;

Now, Therefore, in consideration of the premises and the covenants and obligations contained herein the parties hereto agree as follows:

1. 1. Consent and Waive r

   2. (A) Effective as of the Amendment No. 3 Effective Date (as defined below) and subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 (Conditions Precedent to the General Effectiveness of this Amendment) hereof, the Lenders party to the Lenders' Consent (such Lenders, the "Consenting Lenders" ), constituting the Requisite Lenders, and the Administrative Agent consent to the 2004 Dutch Restructuring and the 2005 Release.

      (B) Effective as of the 2005 Tranche B Dollar Loan Reduction Effective Date and subject to the satisfaction (or due waiver) of the conditions set forth in Section 4 (Conditions Precedent to the 2005 Tranche B Dollar Loan Reduction) hereof, the Consenting Lenders and the Administrative Agent agree as follows:

      (i) solely in the case of the Proposed Dollar Prepayment, to waive the requirement contained in Section 2.8(b)(Optional Prepayments) of the Credit Agreement to provide at least three Business Days' prior notice to the Administrative Agent of a voluntary prepayment;

      (ii) solely in the case of the Proposed Dollar Prepayment, to waive the requirement contained in Section 2.8(b)(Optional Prepayments) of the Credit Agreement that partial prepayments shall be in an aggregate amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof;

      (iii) each Consenting Lender that is a Tranche B Dollar Lender waives its right under Section 2.13(f) (Payments and Computations) of the Credit Agreement to receive its share of the Proposed Dollar Prepayment on the 2005 Tranche B Dollar Loan Reduction Effective Date and agrees that such share shall be distributed to those Tranche B Dollar Lenders that are not Consenting Lenders; and

      (iv) certain Lenders to be determined and acceptable to the Administrative Agent shall make available to the Company additional term loans on identical terms as, and having the same rights and obligations under the Loan Documents as, and being secured by the same collateral as, the Tranche B Dollar Loans under the Loan Documents as amended hereby (such loans, the " 2005 Additional Tranche B Dollar Loans ") in an aggregate principal amount equal to the principal amount of the Tranche B Dollar Loans being repaid in connection with the Proposed Dollar Prepayment, the proceeds of which 2005 Additional Tranche B Dollar Loans shall be used solely to finance the Proposed Dollar Prepayment.

      (C) Effective as of the Amendment No. 3 Effective Date and subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 (Conditions Precedent to the General Effectiveness of this Amendment) hereof, the Consenting Lenders and the Administrative Agent agree as follows:

      (i) solely in the case of the Proposed Euro Prepayment, to waive the requirement contained in Section 2.8(b)(Optional Prepayments) of the Credit Agreement to provide at least three Business Days' prior notice to the Administrative Agent of a voluntary prepayment;

      (ii) solely in the case of the Proposed Euro Prepayment, to waive the requirement contained in Section 2.8(b)(Optional Prepayments) of the Credit Agreement that partial prepayments shall be in an aggregate amount not less than $5,000,000 or integral multiples of $1,000,000 in excess thereof; and

      (iii) certain Lenders to be determined and acceptable to the Administrative Agent shall make available to the Company additional Tranche B Dollar Loans on identical terms as, and having the same rights and obligations under the Loan Documents as, and being secured by the same collateral as, the Tranche B Dollar Loans under the Loan Documents as amended hereby (such loans, the " 2005 Tranche B Euro Replacement Loans ") in an aggregate principal amount up to the Dollar equivalent of the principal amount of the Tranche B Euro Loans being repaid in connection with the Proposed Euro Prepayment, the proceeds of which 2005 Tranche B Euro Replacement Loans shall be used solely to finance the Proposed Euro Prepayment.

   3. Amendments to the Credit Agreement

   4. (A) Effective as of the Amendment No. 3 Effective Date (as defined below) and subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 (Conditions Precedent to the General Effectiveness of this Amendment) hereof, the Credit Agreement is hereby amended as follows:

      1.  

      2. Amendments to Article I (Definitions, Interpretation and Accounting Terms)

      3. 1.  

         2. The following definitions are hereby inserted in Section 1.1 (Defined Terms) of the Credit Agreement in the appropriate place to preserve the alphabetical order of the definitions in such section (and, if applicable, the following definitions shall replace in their entirety existing definitions for the corresponding terms in such section):

         3. " Amendment No. 3 Effective Date " has the meaning specified in the Third Amendment.

            " Company's Accountants " means Ernst & Young LLP or other independent nationally-recognized public accountants acceptable to the Agents.

            " Lender " means each financial institution or other entity that (a) is listed on the signature pages hereof as a " Lender " , (b) from time to time becomes a party hereto by execution of an Assignment and Acceptance , (c) makes Additional Tranche B Dollar Loans available to the Company pursuant to the Terms of the Second Amendment , (c) makes 2005 Additional Tranche B Dollar Loans available to the Company pursuant to the terms of the Third Amendment or (d) makes 2005 Tranche B Euro Replacement Loans available to the Company pursuant to the terms of the Third Amendment .

            " Non-Cash Interest Expense " means, with respect to any Person for any period, the sum of the following amounts to the extent included in the calculation of Interest Expense of such Person for such period: (a) the amount of debt discount and debt issuances costs amortized, (b) charges relating to write-ups or write-downs in the book or carrying value of existing Financial Covenant Debt , (c) interest payable in evidences of Indebtedness or by addition to the principal of the related Indebtedness and (d) non-cash charges incurred in connection with early termination of Hedging Contracts upon prepayment of Indebtedness hedged under such Hedging Contract.

            " Third Amendment " means that certain Amendment No. 3, Consent and Waiver to this Agreement, dated as of April 8, 2005, among the Borrowers, Holdings and the Administrative Agent, on behalf of each Lender that delivered to the Administrative Agent an executed Lender Consent in the form attached as Exhibit B to thereto.

            " Tranche B Dollar Commitment " means, with respect to each Tranche B Dollar Lender, (i) the commitment of such Lender to make Tranche B Dollar Loans to the Company in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender's name on Schedule I (Commitments ) under the caption " Tranche B Dollar Commitment " as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement, (ii) the commitment of such Lender to make Additional Tranche B Dollar Loans to the Company on the Tranche B Dollar Loan Reduction Effective Date in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender's name on Schedule IA (Additional Tranche B Dollar Commitments ) under the caption " Additional Tranche B Dollar Commitment " as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement, (iii) the commitment of such Lender to make 2005 Additional Tranche B Dollar Loans to the Company on the 2005 Tranche B Dollar Loan Reduction Effective Date in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender's name on Schedule IB (2005 Additional Tranche B Dollar Commitments ) under the caption " 2005 Additional Tranche B Dollar Commitment " as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement, or (iv) the commitment of such Lender to make 2005 Tranche B Euro Replacement Loans to the Company on the Amendment No. 3 Effective Date in the aggregate principal amount outstanding not to exceed the amount set forth opposite such Lender's name on Schedule IC (2005 Tranche B Euro Replacement Commitments ) under the caption " 2005 Tranche B Euro Replacement Commitment " as amended to reflect each Assignment and Acceptance executed by such Lender and as such amount may be reduced pursuant to this Agreement .

            " 2005 Additional Tranche B Dollar Loans " means the 2005 Additional Tranche B Dollar Loans, in an aggregate amount equal to the aggregate principal amount of Tranche B Dollar Loans held by the Tranche B Dollar Lenders that shall not have consented to the Third Amendment, made available to the Company pursuant to the Third Amendment with identical terms as, and the same rights and obligations as, the Tranche B Dollar Loans made to the Borrowers on the Closing Date under the Loan Documents (including as amended by the Third Amendment).

            " 2005 Tranche B Dollar Loan Reduction Effective Date " has the meaning specified in the Third Amendment.

            " 2005 Tranche B Euro Replacement Loans " means the 2005 Tranche B Euro Replacement Loans, in an aggregate amount up to the Dollar equivalent of the aggregate principal amount of Tranche B Euro Loans held by the Tranche B Euro Lenders, made available to the Company pursuant to the Third Amendment with identical terms as, and the same rights and obligations as, the Tranche B Dollar Loans made to the Borrowers on the Closing Date under the Loan Documents (including as amended by the Third Amendment).

             

         4. Clauses (a) and (b) of the definition of "Interest Period" are hereby amended and restated in their entirety to read as follows:

         5. (a) initially, the period commencing on the date such Eurocurrency Rate Loan is made or on the date of conversion of a Base Rate Loan to such Eurocurrency Rate Loan and ending one, two, three or six months thereafter (or, if deposits of such duration are available to all Dollar/Euro Revolving Credit Lenders, for Dollar/Euro Revolving Credit Borrowings of Dollars, ending one week thereafter) , as selected by the applicable Borrower in its Notice of Borrowing or Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.2 (Borrowing Procedures) or 2.11 (Conversion/Continuation Option) , and (b) thereafter, if such Loan is continued, in whole or in part, as a Eurocurrency Rate Loan pursuant to Section 2.11 (Conversion/Continuation Option) , a period commencing on the last day of the immediately preceding Interest Period therefor and ending one, two, three or six months thereafter (or, if deposits of such duration are available to all Dollar/Euro Revolving Credit Lenders, for Dollar/Euro Revolving Credit Borrowings of Dollars, ending one week thereafter) , as selected by the applicable Borrower in its Notice of Conversion or Continuation given to the Administrative Agent pursuant to Section 2.11 (Conversion/Continuation Option) ; provided , however , that all of the foregoing provisions relating to Interest Periods in respect of Eurocurrency Rate Loans are subject to the following:

             

         6. Clause (f) of the definition of "Net Cash Proceeds" is hereby amended and restated in its entirety to read as follows:

         7. (f) repayment of any Intercompany Term Note, or part thereof, or a series of back-to-back Intercompany Term Notes evidencing a single Intercompany Term Loan (other than any repayment of an Intercompany Term Note or series of Intercompany Term Notes if such repayment is made by, or the proceeds are used for, a new Intercompany Term Loan, whether evidenced by a single Intercompany Term Note or a Series of Intercompany Term Notes, on substantially the same terms to the ultimate Intercompany Borrower) .

             

         8. Clause (e) of the definition of "Permitted Joint Venture" is hereby amended and restated in its entirety to read as follows:

         (e) in respect of which all consideration paid in connection with such acquisition (including all transaction costs and all Indebtedness or other obligations (in each case whether contingent or otherwise)), including any contractually binding commitment to make future capital contributions, incurred or assumed in connection therewith (collectively, the " Permitted Joint Venture Consideration ") does not exceed, together with all other Permitted Joint Ventures, an aggregate of the Dollar equivalent of $ 7 5,000,000 for each Fiscal Year; provided , however , that to the extent that such Permitted Joint Venture Consideration for any such Fiscal Year shall be less than the Dollar equivalent of $75,000,000 for such Fiscal Year (without giving effect to the carryover permitted by this proviso), the difference between the Dollar equivalent of $75,000,000 and such Permitted Joint Venture Consideration shall, in addition, be available for Permitted Joint Ventures in the next succeeding Fiscal Year; provided further , however , that no portion of the such amount carried over from the previous Fiscal Year shall be allocated to Permitted Joint Ventures in the next Fiscal Year until the amount allocated to the current Fiscal Year is exhausted. Notwithstanding the foregoing, if at any time the Company's Leverage Ratio is less than 3.0:1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements)) , Permitted Joint Venture Consideration shall be increased to an aggregate amount per year equal to 15% of the Consolidated Total Assets of the Company and its Subsidiaries; provided, however, that any such increase shall be eliminated at any time that the Company's Leverage Ratio equals or exceeds 3.0:1 (determined for the most recent Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) ).

          

      4. Amendments to Article II (The Facilities)

      5. 1.  

         2. Clause (c)(i) of Section 2.1 (The Commitments) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

         3. (i) On the terms and subject to the conditions contained in this Agreement, each Tranche B Dollar Lender severally agrees to make a term loan (each a " Tranche B Dollar Loan ") to the Company on the Closing Date, the Tranche B Dollar Loan Reduction Effective Date, the Amendment No. 3 Effective Date or the 2005 Tranche B Dollar Loan Reduction Effective Date , as applicable, in an amount not to exceed such Lender's Tranche B Dollar Commitment in effect at such time which Tranche B Dollar Loan shall be available in Dollars to the Company pursuant to such Lender's pro rata share of the Tranche B Dollar Commitments. Amounts of Tranche B Dollar Loans repaid or prepaid may not be reborrowed .

             

         4. Clause (b) of Section 2.2 (Borrowing Procedures) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

         5. (b) Term Loan Borrowings . All Borrowings of Term Loans shall be made upon receipt of a Notice of Borrowing given by the applicable Borrower to the Administrative Agent not later than 11