AMENDMENT NO. 1

TO

RECEIVABLES SALE AGREEMENT

This AMENDMENT NO. 1 TO RECEIVABLES SALE AGREEMENT (this ?Amendment?) dated as of August 29, 2003 is made between JOHNSONDIVERSEY, INC. (as successor in interest to S.C. Johnson Commercial Markets, Inc.) (the ?Originator?) and JWPR CORPORATION (the ?Buyer?).

PRELIMINARY STATEMENT

The Originator and the Buyer are parties to that certain Receivables Sale Agreement dated as of March 2, 2001 (as amended, restated, supplemented or otherwise modified from time to time, the ?Sale Agreement?). The Buyer and the Originator have agreed to amend the Sale Agreement upon the terms and conditions set forth herein. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Sale Agreement.

NOW THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendments to the Sale Agreement. Effective as of the ?Amendment Effective Date? (as defined below) and subject to the satisfaction of the conditions precedent set forth in Section 3 below:

1.1 Article II of the Sale Agreement is hereby amended to include the following provision at the end of such article:

?(y) Other Representations and Warranties. This Agreement is effective to transfer to the Buyer all right, title and interest of Originator in, to and under the Butcher Transfer Agreement when and as any such rights, title and interest arise or are created thereunder in favor of or for the benefit of Originator.?

1.2 Section 4.1(d) of the Sale Agreement is hereby amended by deleting such section in its entirety and replacing such section with the following:

?(d) Audits. Originator will furnish to Buyer and the Agent from time to time such information with respect to it and the Receivables as Buyer or the Agent may reasonably request. Originator will, from time to time during regular business hours as requested by Buyer or the Agent, upon reasonable notice and at the sole cost of Originator, permit Buyer and the Agent or their respective agents or representatives (and shall cause Butcher to permit the Originator and the Agent or their respective agents

or representatives), (i) to examine and make copies of and abstracts from all Records in the possession or under the control of Originator (or Butcher, as applicable) relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of Originator (or Butcher, as applicable) for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Originator?s or Butcher?s financial condition or the Receivables and the Related Security or Originator?s or Butcher?s performance under any of the Transaction Documents or Originator?s or Butcher?s performance under the Contracts and, in each case, with any of the officers or employees of Originator or Butcher having knowledge of such matters. The extent to which Originator shall be liable in respect of costs and expenses incurred by the Agent in connection with the activities contemplated in this Section 4.1(d) shall be as set forth in the Ancillary Costs Agreement.?

1.3 Section 4.1(e) of the Sale Agreement is hereby amended by deleting such section in its entirety and replacing such section with the following:

?(e) Keeping and Marking of Records and Books.

(i) Originator will, and will cause Butcher to, maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the timely identification of each new Receivable and all Collections of and adjustments to each existing Receivable). Originator will give Buyer (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence.

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