JOINDER AGREEMENT

Exhibit 4.2

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of  April 4, 2014, is entered into between Archway Sales, LLC, a Delaware limited liability company (the “New Subsidiary”) and BANK OF AMERICA, N.A., as Agent (as defined below) under that certain Credit Agreement dated as of March 31, 2011, among Nexeo Solutions, LLC, a Delaware limited liability company (the “Company”), each domestic subsidiary of the Company from time to time party thereto, Nexeo Solutions Canada Corp., a British Columbia corporation, Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), Nexeo Solutions Sub Holding Corp., a Delaware corporation (“Sub Holdco”), the Lenders parties thereto, and Bank of America, N.A., as administrative agent and collateral agent for the Lenders thereunder (the “Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

The New Subsidiary and the Agent, for the benefit of the Lenders, hereby agree as follows:

1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a Subsidiary Party under the Pledge and Security Agreement, dated as of March 31, 2011, among the Company, Holdings, Sub Holdco, and certain Domestic Subsidiaries of the Company from time to time party thereto, in favor of the Agent for the benefit of the Secured Parties (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”) for all purposes of the Security Agreement and shall have all of the obligations of a Subsidiary Party thereunder as if it had executed the Security Agreement, including without limitation the grant pursuant to Article II of the Security Agreement of a security interest to the Agent for the benefit of the Secured Parties in the property and property rights constituting Collateral (as defined in Article II of the Security Agreement) of such Subsidiary Party or in which such Subsidiary Party has or may have or acquire an interest or the power to transfer rights therein, whether now owned or existing or hereafter acquired or arising and wheresoever located, as security for the payment and performance of all Secured Obligations, all with the same force and effect as if the New Subsidiary were a signatory to the Security Agreement.

2. The New Subsidiary hereby agrees that each reference in the Security Agreement to a Subsidiary Party shall also mean and be a reference to such New Subsidiary.

3. Attached to this Agreement are duly completed schedules and certain exhibits (the “Supplemental Schedules”) to the Security Agreement. The New Subsidiary represents and warrants that the information contained on each of the Supplemental Schedules with respect to the New Subsidiary and its properties and affairs is true, complete and accurate as of the date hereof.

4. The New Subsidiary hereby waives acceptance by the Agent and the Lenders of this Agreement and acknowledges that the Secured Obligations are and shall be deemed to be incurred, and that credit extensions under the Credit Agreement, Cash Management Agreements, and Swap Agreements are made and maintained, in reliance on this Agreement and the New Subsidiary’s joinder as a party to the Security Agreement as herein provided.

5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

	NEW SUBSIDIARY:
	ARCHWAY SALES, LLC
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Executive Vice President, Chief
	Financial Officer and Assistant Treasurer

[Signature Page to Joinder to ABL Security Agreement]

Acknowledged and accepted:

BANK OF AMERICA, N.A., as Agent

By:	/s/ Xxxxxx Xxxxxxx
Name:	Xxxxxx Xxxxxxx
Title:	Senior Vice President

[Signature Page to Joinder to ABL Security Agreement]

SCHEDULE 1

Excluded Accounts

1. Payroll, employee benefits, trust or tax withholding accounts funded in the ordinary course of business

Owner		Bank Name		Type of Account		Account Number
Archway Sales, LLC		BMO Xxxxxx Bank		Operating		0000000
Archway Sales, LLC		BMO Xxxxxx Bank		Safe Deposit Box		1003143604306
Archway Sales, LLC		Commerce Bank		Operating		208056398
Archway Sales, LLC		Parkside Bank & Trust		Operating		8114255

2. Xxxxx cash accounts funded in the ordinary course of business

None.

3. Designated Disbursement Accounts

None.

4. Foreign bank accounts

None.

EXHIBIT A

Type of Organization, Jurisdiction of Organization, Organizational Identification
Number, Federal Employer Identification Number, Chief Executive Office, Locations

I. The corporate name, jurisdiction of organization, organizational identification number and federal employer identification number of the New Subsidiary is as follows:(1)

Grantor		Jurisdiction of Organization		Organizational Identification Number		Federal Employee Identification Number
Archway Sales, LLC		DE		5509441		430907868

II. The New Subsidiary’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), is as follows:

Grantor		Mailing Address		Chief Executive Office
Archway Sales, LLC		0000 Xxxxxxxxxx Xxxxxx Xx. Xxxxx, XX 00000		0000 Xxxxxxxxxx Xxxxxx Xx. Xxxxx, XX 00000

(1)  Pending completion of the acquisition and all conversions contemplated therein.

III. (a) Each location that is owned by the New Subsidiary where Collateral is located as of the date hereof (except for Inventory in transit) is as follows:

None.

(b) Each location that is leased by the New Subsidiary where Collateral is located as of the date hereof (except for Inventory in transit) is as follows:

Grantor		Leased Location
Archway Sales, LLC		0000 Xxx Xxxxxxx, Xxxxxxx, XX 00000
		0000 Xxxxxxxxxx Xxxxxx, Xx. Xxxxx, XX 00000
		0000 Xxxxxxxx Xxxxxx, Xx. Xxxxx, XX 00000
		0000 Xxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000
		000 Xxxxxx Xxxx, Xxxxxxxx, XX 00000
		0000 Xxxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000
		0000 Xxxxx, Xxxxx Xxxxxx Xxxx, XX 00000
		0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
		0000 Xxxxxxxxxx Xxxxxx, Xx. Xxxxx, XX 00000
		000 0xx Xxxxxx, Xxxxxxx, XX 00000

(c) Each location where Collateral is held in a public warehouse or is otherwise held by a bailee or on consignment as of the date hereof (except for Inventory in transit) is as follows:

Location		Owner of Inventory
0000 Xxxxxxxx Xx. Xxxx Xxxxx, Xxxxxxx 00000		Archway Sales, LLC
000 Xxxxxxxxx Xx. XX Xxxxxxx, Xxxxxxx 00000
000 X. Xxxxx Xx. Xxxxxx, Xxxxxxxx 00000
0000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxx Xxxxxxx, Xxxxx 00000
0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000

0000 Xxxxxxxx Xxxx.

Xxxxxx, Xxxxxxxx 00000

0000 Xxxxxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

0000 X Xxxxxxxx Xxxxxx

Xxxxxx Xxxx, Xxxxxxxx 00000

00000 Xxxxxxxxx Xxx.

Xxxxx Xx Xxxxxxx, Xxxxxxxxxx 00000

000 Xxxxxxxxxxx Xxxxxx

Xxxxxxxxxx, Xxxxxxxxxxxxx 00000

Crystal Warehouse, 00 Xxxxxxxxxx Xxx

Xxxxxxxxxx, Xxxxxxxxxxxxx 00000

X000X0000 Xxxxxxxx Xx.

Xxxxxxxx, Xxxxxxxxx 00000

00-000 Xxxxxxxx Xxxxxx

Xxxxxx, Xxx Xxxxxx 00000

00 Xxxxxx Xxxx

Xxxxxxxxx, Xxxxxxxxxxxx 00000

0000 X. Xxxxxxxxx Xx.

Xxxxxxx, Xxxxxxx 00000

0000 Xxxxx Xxxxx

Xx. Xxxxx, Xxxxxxxx 00000

0000 Xxxxxxx Xxxxxx

Xx. Xxxx, Xxxxxxxxx 00000

000 Xxxxx Xxxxx

Xxxxx, Xxxxxxx 00000

000 Xxxxxxx Xxxxx

Xxxxxxxxxx, XX 00000

0000 X. Xxxx Xxx.

Xxxxxx, XX 00000

EXHIBIT B

Bailees, Warehousemen and Third Party Possessors of Collateral

The following bailees, warehouseman and other third parties are in possession or control of Inventory of the New Subsidiary (except for Inventory in transit):

Name and Address of Party		Nature of Relationship		Value of Inventory			Owner of Inventory
0000 Xxxxxxxx Xx. Xxxx Xxxxx, Xxxxxxx 00000		Third-Party Logistics Provider		$	0		Archway Sales, LLC
000 Xxxxxxxxx Xx. XX Xxxxxxx, Xxxxxxx 00000		Third-Party Logistics Provider		$	1,326,204.55		Archway Sales, LLC
000 X. Xxxxx Xx. Xxxxxx, Xxxxxxxx 00000		Third-Party Logistics Provider		$	1,791,341.61		Archway Sales, LLC
0000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxx Xxxxxxx, Xxxxx 00000		Third-Party Logistics Provider		$	624,600.34		Archway Sales, LLC
0000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000		Third-Party Logistics Provider		$	304,738.92		Archway Sales, LLC
0000 Xxxxxxxx Xxxx. Xxxxxx, Xxxxxxxx 00000		Third-Party Logistics Provider		$	300,235.96		Archway Sales, LLC

0000 Xxxxxxxx Xxxxx Xxxxxxx, Xxxxx 00000		Third-Party Logistics Provider		$	443,379.11		Archway Sales, LLC
0000 X Xxxxxxxx Xxxxxx Xxxxxx Xxxx, Xxxxxxxx 00000		Third-Party Logistics Provider		$	421,028.21		Archway Sales, LLC
00000 Xxxxxxxxx Xxx. Xxxxx Xx Xxxxxxx, Xxxxxxxxxx 00000		Third-Party Logistics Provider		$	421,872.61		Archway Sales, LLC
000 Xxxxxxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000		Third-Party Logistics Provider		$	64,033.80		Archway Sales, LLC
Crystal Warehouse, 00 Xxxxxxxxxx Xxx Xxxxxxxxxx, Xxxxxxxxxxxxx 00000		Third-Party Logistics Provider		$	901,994.14		Archway Sales, LLC
X000X0000 Xxxxxxxx Xx. Xxxxxxxx, Xxxxxxxxx 00000		Third-Party Logistics Provider		$	47,754.88		Archway Sales, LLC
00-000 Xxxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000		Third-Party Logistics Provider		$	480,581.53		Archway Sales, LLC

00 Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000		Third-Party Logistics Provider		$	50,497.77		Archway Sales, LLC
0000 X. Xxxxxxxxx Xx. Xxxxxxx, Xxxxxxx 00000		Third-Party Logistics Provider		$	145,695.97		Archway Sales, LLC
0000 Xxxxx Xxxxx Xx. Xxxxx, Xxxxxxxx 00000		Third-Party Logistics Provider		$	0		Archway Sales, LLC
0000 Xxxxxxx Xxxxxx Xx. Xxxx, Xxxxxxxxx 00000		Third-Party Logistics Provider		$	45,949.89		Archway Sales, LLC
000 Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000		Third-Party Logistics Provider		$	40,657.74		Archway Sales, LLC
000 Xxxxxxx Xxxxx  Xxxxxxxxxx, XX 00000		Consignment		$	47,576.65		Archway Sales, LLC
0000 X. Xxxx Xxx. Xxxxxx, XX 00000		Warehouse		$	1,777,718.28		Archway Sales, LLC

EXHIBIT C

Letter-of-Credit Rights and Chattel Paper

None.

EXHIBIT D

United States Federal Intellectual Property Registrations and Applications

I. Patents and Patent Applications:

None.

II. Trademark Registrations and Applications:

None.

III. Copyright Registrations:

None.

EXHIBIT E

Commercial Tort Claims

None.

EXHIBIT F

Pledged Collateral

None.

EXHIBIT G

UCC Filing Offices

Grantor		UCC Filing Office
Archway Sales, LLC		Delaware

EXHIBIT L

FCC Licenses

None.