ABL Trademark Security Agreement

Exhibit 10.12

ABL Trademark Security Agreement

ABL Trademark Security Agreement, dated as of October 11, 2007, by XxxxXxxxx.xxx, Inc., a Nevada corporation (“ChemPoint”), Univar North America Corporation, a Washington corporation (“Univar NA”) and Univar USA Inc., a Washington corporation (“Univar USA”) (ChemPoint, Univar NA and Univar USA, individually, each a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the ABL Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to an ABL Pledge and Security Agreement of even date herewith (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this ABL Trademark Security Agreement;

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Trademarks of such Pledgor listed on Schedule I attached hereto;

(b) all Goodwill associated with such Trademarks; and

(c) all Proceeds of any and all of the foregoing (other than Excluded Assets).

SECTION 3. Security Agreement. The security interest granted pursuant to this ABL Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this ABL Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this ABL Trademark Security Agreement.

SECTION 5. Counterparts. This ABL Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this ABL Trademark Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

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IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

		Very truly yours,
XXXXXXXXX.XXX INC.
By:
		Name:		Xxxxx Xxxxx
		Title:		Vice President, General Counsel & Assistant Secretary
UNIVAR NORTH AMERICA CORPORATION
By:
		Name:		Xxxxx Xxxxx
		Title:		Corporate Secretary
UNIVAR USA INC.
By:
		Name:		Xxxxx Xxxxx
		Title:		Vice President, General Counsel & Assistant Secretary

BANK OF AMERICA, N.A., as Collateral Agent

By:

Name:

Title:

BANK OF AMERICA, N.A., as Collateral Agent
By:
Name:		Xxxxxxxxxxx Xxxxxxx
Title:		Senior Vice President

Trademark Security Agreement (ABL)

SCHEDULE I

to

ABL TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:

OWNER		REGISTRATION NUMBER		TRADEMARK
XxxxXxxxx.xxx, Inc.		2187747		SURESTOCK
Univar North America		2559430		XxxxXxxxx.Xxx
Univar North America		2442631		XxxxXxxxx.Xxx and Design
Xxxxxx Xxxxx Xxxxxxx		0000000		XXXXXXXXXX
Xxxxxx Xxxxx Xxxxxxx		2714133		MASTERLINE
Univar North America		1961375		REMOTESENTRY
Univar North America		1961411		REMOTESENTRY AND DESIGN
Univar North America		2752608		THE UNIVAR HEXAGON
Univar North America		1724817		UNIVAR
Univar USA Inc.		2444845		BALER’S CHOICE
Univar USA Inc.		2612703		EE AND DESIGN
Univar USA Inc.		2917945		GOT WASTE?
Univar USA Inc.		579413		GUARDSMAN
Univar USA Inc.		839411		ICE BITE and Design
Univar USA Inc.		1663154		LIQUICHLOR
Univar USA Inc.		2836063		MOZEL
Univar USA Inc.		2836064		MOZEL and Design
Univar USA Inc.		1748897		CHEMCARE
Univar USA Inc.		1847988		CHEMCARE
Univar USA Inc.		1522121		CHEMCARE & Design
Univar USA Inc.		513636		CHEMCARE & Design
Univar USA Inc.		2806621		CHEMCARE BARRELSLOGO
Univar USA Inc.		1688536		PERFORMANCE POLYMERS
Univar USA Inc.		2908192		PERFORMANCE POLYMERS
Univar USA Inc.		2054686		PESTWEB
Univar USA Inc.		2649295		PESTWEB
Univar USA Inc.		1717285		REDBAND
Univar USA Inc.		025335		REDBAND
Univar USA Inc.		3265417		VALUELINE
Univar USA Inc.		1031849		VANWATERS & XXXXXX
Univar USA Inc.		1688590		XXX XXXXXX & XXXXXX INC.
Univar USA Inc.		1721239		VANBLEND
Univar USA Inc.		1635885		VANGUARD
Univar USA Inc.		1118569		VANWET
Univar USA Inc.		1717286		VANZOL
Univar USA Inc.		1679982		VW&R&Design
Univar USA Inc.		1160401		VW&R&Design

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Trademark Applications:

OWNER		APPLICATION NUMBER		TRADEMARK
NONE

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