AMENDMENT NO. 3 TO CREDIT AGREEMENT

Exhibit 10.2

AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of August 5, 2013 (this “Amendment”), among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Company”), NEXEO SOLUTIONS CANADA CORP., a British Columbia corporation (the “Canadian Borrower”), NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”, and together with Holdings, collectively, the “U.S. Acquisition Sub-Facility Borrowers” and each, individually, a “U.S. Acquisition Sub-Facility Borrower”; the U.S. Acquisition Sub-Facility Borrowers, collectively with the Company and the Canadian Borrower, the “Borrowers” and each, individually, a “Borrower”), BANK OF AMERICA, N.A., as administrative agent and as collateral agent (in such capacities, the “Agent”), and the Lenders (as defined below) party hereto.

PRELIMINARY STATEMENTS

A. The Borrowers, the Agent, General Electric Capital Corporation, as co-collateral agent, and each lender from time to time party thereto (the “Lenders”) have entered into a Credit Agreement, dated as of March 31, 2011, as amended as of October 16, 2012 and as further amended as of May 8, 2013 (as amended, and as otherwise amended, restated supplemented or modified from time to time prior to the date hereof, the “Original Credit Agreement”).

B. The Borrowers have requested that Agent and Lenders amend certain provisions of, and join Holdings and Sub Holdco as U.S. Acquisition Sub-Facility Borrowers under, the Original Credit Agreement.

C. The Borrowers have requested that, pursuant to Section 9.02 of the Original Credit Agreement, the Lenders consent to the amendments and joinder described herein, and the Lenders are willing to agree to such amendments and joinder on the terms and subject to the conditions described herein.

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

SECTION 1. Definitions. Capitalized terms used herein and not otherwise defined in this Amendment have the same meanings as specified in the Original Credit Agreement as amended hereby (the “Amended Credit Agreement”).

SECTION 2. Amendment. Effective as of the Amendment Effective Date (as defined below), and subject to the terms and conditions set forth herein and in reliance upon representations and warranties set forth herein:

(a) Amendments to Original Credit Agreement. The Original Credit Agreement is hereby amended such that, after giving effect to all such amendments, it shall read in its entirety as attached hereto as Exhibit A, with all revisions to the Original Credit Agreement reflected in Exhibit A in blacklined format. The amendments to the Original Credit Agreement are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Original Credit Agreement are intended to be affected hereby.

(b) Amendment to Exhibits. The Exhibits to the Original Credit Agreement are hereby amended by adding a new Exhibit J, which is attached hereto as Exhibit B.

(c) Amendment to Security Agreement. The definition of “Excluded Account” in each Security Agreement is hereby deleted in its entirety and replaced with the following:

“‘Excluded Account’ has the meaning specified in the Credit Agreement.”

SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of the first date (such date being referred to as the “Amendment Effective Date”) when each of the following conditions shall have been satisfied:

(a) Execution of Documents. The Agent shall have received (i) this Amendment, duly executed and delivered by (A) the Borrowers and (B) the Required Lenders and (ii) a Guarantor Consent and Reaffirmation, in the form of Annex 1 hereto, duly executed and delivered by each Loan Guarantor.

(b) Certificate of Responsible Officer. The Agent shall have received a certificate of a Responsible Officer of the Company, (i) certifying as to the matters set forth in Section 4(c) and Section 4(d) of this Amendment on and as of the Amendment Effective Date, (ii) attaching resolutions of each Loan Party authorizing such Loan Party to enter into and perform its obligations under this Amendment and/or the Guarantor Consent and Reaffirmation, as applicable, and (iii) either confirming that there have been no changes in the bylaws or other governing documents of each Loan Party since the copies delivered on the Closing Date (or on the Second Amendment Effective Date) with or attaching any amended, restated or otherwise modified bylaws or similar governing documents of each Loan Party, as the case may be.

(c) Fees. The Borrower shall have paid all fees payable to the Agent and the Lenders in accordance with the Fee Letter, dated as of July 24, 2013, between the Company and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.

(d) Opinions. The Agent shall have received a favorable legal opinion of counsel to the U.S. Acquisition Sub-Facility Borrowers in form and substance reasonably acceptable to the Agent.

(e) Lien Search Results. The Agent shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Agent with respect to the Company and the U.S. Acquisition Sub-Facility Borrowers.

For purposes of determining compliance with the conditions specified in this Section 3, each Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto.

SECTION 4. Representations and Warranties. Each Borrower represents and warrants as follows as of the date hereof:

(a) The execution, delivery and performance by such Borrower of this Amendment are within such Borrower’s organizational powers and have been duly authorized by all necessary organizational and, if required, equity holder action of such Borrower. The execution, delivery and performance by such Borrower of this Amendment (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or other third party, except such as have been obtained or made and are in full force and effect, (ii) will not violate any Requirement

of Law applicable to such Borrower or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon such Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by such Borrower or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of such Borrower or any of its Subsidiaries, except Liens created pursuant to the Loan Documents; except, in each case other than with respect to the creation of Liens, to the extent that any such violation, default or right, or any failure to obtain such consent or approval or to take any such action, would not reasonably be expected to result in a Material Adverse Effect.

(b) This Amendment has been duly executed and delivered by such Borrower. Each of this Amendment and each other Loan Document to which such Borrower is a party, after giving effect to the amendments pursuant to this Amendment, is a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity.

(d) The representations and warranties of the Loan Parties set forth in the Amended Credit Agreement and in each of the other Loan Documents are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect (after giving effect to any qualification therein), in all respects) on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality or Material Adverse Effect (after giving effect to any qualification therein), in all respects) as of such earlier date).

SECTION 5. Joinder. Holdings and Sub Holdco have each received and reviewed a copy of the Amended Credit Agreement. Each of Holdings and Sub Holdco hereby acknowledges, agrees and confirms that, by its execution of this Amendment, it will be a “U.S. Acquisition Sub-Facility Borrower” for all purposes of the Amended Credit Agreement and shall have all of the obligations of a U.S. Acquisition Sub-Facility Borrower thereunder as if it had executed the Amended Credit Agreement. Each of Holdings and Sub Holdco hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Amended Credit Agreement applicable to it as a U.S. Acquisition Sub-Facility Borrower.

SECTION 6. Reference to and Effect on the Credit Agreement and the Loan Documents.

(a) Except as expressly set forth herein, this Amendment (i) shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Agent or the Borrowers under the Original Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment.

(b) On and after the effectiveness of this Amendment, this Amendment shall for all purposes constitute a Loan Document.

SECTION 7. Costs and Expenses. The Company agrees to pay all reasonable documented out-of-pocket expenses incurred by the Agent in connection with this Amendment pursuant to Section 9.03(a) of the Original Credit Agreement.

SECTION 8. Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, PDF format or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9. Notices. All communications and notices hereunder shall be given as provided in the Amended Credit Agreement.

SECTION 10. Severability. To the extent permitted by law, any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 11. Successors. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under Section 9.04 of the Amended Credit Agreement.

SECTION 12. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

	NEXEO SOLUTIONS, LLC, as a U.S. Borrower


	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Executive Vice President, Chief Financial Officer and Assistant Treasurer


	NEXEO SOLUTIONS CANADA CORP., as the Canadian Borrower


	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Executive Vice President, Chief Financial Officer and Treasurer


	NEXEO SOLUTIONS HOLDINGS, LLC, as a U.S. Acquisition Sub-Facility Borrower


	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Executive Vice President, Chief Financial Officer and Assistant Treasurer


	NEXEO SOLUTIONS SUB HOLDING CORP., as a U.S. Acquisition Sub-Facility Borrower


	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Executive Vice President, Chief Financial Officer and Treasurer

[Amendment No. 3 to Credit Agreement]

BANK OF AMERICA, N.A., individually and as Agent, U.S. Issuing Bank, a U.S. Lender and U.S. Swingline Lender


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


BANK OF AMERICA, N.A. (acting through its Canada Branch), as a Canadian Lender, Canadian Issuing Bank and Canadian Swingline Lender


By:	/s/ Xxxxxx Sales xx Xxxxxxx
Name: Xxxxxx Sales xx Xxxxxxx
Title: Vice President

[Amendment No. 3 to Credit Agreement]

	CITIBANK, N.A., as a Lender


	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Vice President and Director

	XXXXX FARGO BANK, N.A., as a Lender


	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Vice President

	XXXXX FARGO CAPITAL FINANCE CORPORATION CANADA, as a Lender


	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Vice President

	U.S. Bank National Association, as a Lender


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

	U.S. Bank National Association, Canada Branch, as a Lender


	By:	/s/ Xxxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Principal Officer

	Sun Trust Bank, as a Lender


	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Director

	SIEMENS FINANCIAL SERVICES, INC., as a Lender


	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name: Xxxxxxx X. Xxxxxxx
		Title: Vice President

[Amendment No. 3 to Credit Agreement]

	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Vice President, Head of Business Administration

	RBS Business Capital, a division of RBS Asset Finance Inc., a subsidiary of RBS Citizens, N.A., as a Lender


	By:	/s/ Xxxxx X. Vith
		Name: Xxxxx X. Vith
		Title: Vice President


	BARCLAYS BANK PLC, as a Lender


	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxxx
		Title: Vice President


	The Huntington National Bank, as a Lender


	By:	/s/ Xxxx X. Xxxxxxxxx
		Name: Xxxx X. Xxxxxxxxx
		Title: Vice President


	Capital One Leverage Finance Corp, as a Lender


	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title: Vice President

Exhibit A to Amendment No. 3 to Credit Agreement

[See attached]

Exhibit B to Amendment No. 3 to Credit Agreement

[See attached]

U.S. ACQUISITION LOAN NOTE

August , 2013

FOR VALUE RECEIVED, the undersigned (each a “U.S. Acquisition Sub-Facility Borrower”), hereby promises to pay to [ ] (the “Lender”) or its registered assigns, at the office of Bank of America, N.A. (the “Agent”) at 000 Xxxxxxxxxxx Xxxx., Xxxxxxxxxxx, Xxxxxxxxxxx 00000, in accordance with the provisions of the Credit Agreement (as hereinafter defined), in the lawful currency in which such U.S. Acquisition Sub-Facility Loan was denominated, in immediately available funds, the principal amount of each U.S. Acquisition Sub-Facility Loan from time to time made by the Lender to such U.S. Acquisition Sub-Facility Borrower and to pay interest from the date of such U.S. Acquisition Sub-Facility Loan on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided under that certain Credit Agreement dated as of March 31, 2011, as amended as of October 16, 2012, as further amended as of May 8, 2013 and as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), 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 and NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation, the Lenders parties thereto and Bank of America, N.A., as administrative agent and collateral agent for the Lenders thereunder (the “Agent”). Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.

Principal of and interest on this promissory note from time to time outstanding shall be due and payable as provided in the Credit Agreement. This promissory note is issued pursuant to and evidences U.S. Acquisition Sub-Facility Loans under the Credit Agreement, to which reference is made for a statement of the rights and obligations of Lender and the duties and obligations of the U.S. Acquisition Sub-Facility Borrowers. For the avoidance of doubt, (i) the U.S. Acquisition Sub-Facility and the obligations of the U.S. Acquisition Sub-Facility Borrowers (in their capacities as such) thereunder are part of, and not in addition to, the U.S. Revolving Commitment and the obligations of the U.S. Acquisition Sub-Facility Borrowers (in their capacities as such) thereunder and (ii) this U.S. Acquisition Loan Note does not evidence or constitute an increase of the obligations of the Company under the Revolving Promissory Notes, dated as of March 31, 2011 in favor of the Lenders named therein. The Credit Agreement contains provisions for acceleration of the maturity of this promissory note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions.

The holder of this promissory note is hereby authorized by each undersigned U.S. Acquisition Sub-Facility Borrower to record on a schedule annexed to this promissory note (or on a supplemental schedule) the amounts owing with respect to U.S. Acquisition Sub-Facility Loans, and the payment thereof. Failure to make any notation, however, shall not affect the rights of the holder of this promissory note or any obligations of such U.S. Acquisition Sub-Facility Borrower hereunder or under any other Loan Documents.

Each U.S. Acquisition Sub-Facility Borrower, as applicable, and all endorsers, sureties and guarantors of this promissory note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this promissory note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this promissory note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. The U.S. Acquisition Sub-Facility Borrowers jointly and severally agree to pay, and to save the holder of this promissory note harmless against, any liability for the payment of all costs and expenses (including without limitation reasonable attorneys’ fees) if this promissory note is collected by or through an attorney-at-law.

In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this promissory note for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permitted under applicable law. If any such excess amount is inadvertently paid by one or more of the undersigned U.S. Acquisition Sub-Facility Borrowers or inadvertently received by the holder of this promissory note, such excess shall be returned to such U.S. Acquisition Sub-Facility Borrower or credited as a payment of principal, in accordance with the Credit Agreement. It is the intent hereof that the U.S. Acquisition Sub-Facility Borrowers not pay or contract to pay, and that holder of this promissory note not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the U.S. Acquisition Sub-Facility Borrowers under applicable law.

[U.S. Acquisition Loan Note]

THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

		NEXEO SOLUTIONS HOLDINGS, LLC,
		as a U.S. Acquisition Sub-Facility Borrower

		By:
		Name:
		Title:

		NEXEO SOLUTIONS SUB HOLDING CORP.,
		as a U.S. Acquisition Sub-Facility Borrower

		By:
		Name:
		Title:

[U.S. Acquisition Loan Note]

THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

		NEXEO SOLUTIONS, LLC,
		as a U.S. Acquisition Sub-Facility Borrower

		By:
		Name:
		Title:

[U.S. Acquisition Loan Note]

Annex 1 to

Amendment No. 3 to Credit Agreement

GUARANTOR CONSENT AND REAFFIRMATION

August 5, 2013

Reference is made to (i) Amendment No. 3 to Credit Agreement, dated as of the date hereof, attached as Exhibit A hereto (the “Amendment”), among Nexeo Solutions, LLC, a Delaware limited liability company (the “Company”), Nexeo Solutions Canada Corp., a Canadian corporation (the “Canadian Borrower” and together with the Company, collectively, the “Borrowers”), Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), Nexeo Solutions Sub Holding Corp., a Delaware corporation (“Sub Holdco”), Bank of America, N.A., as the Agent, and the Lenders party thereto and (ii) the Credit Agreement, dated as of March 31, 2011, as amended as of October 16, 2012 and as further amended as of May 8, 2013 (as amended, and as otherwise amended, restated supplemented or modified from time to time prior to the date hereof, the “Original Credit Agreement”), among the Borrowers, Holdings, Sub Holdco, the Agent, General Electric Capital Corporation, as co-collateral agent, and each lender from time to time party thereto. Capitalized terms used but not otherwise defined in this Guarantor Consent and Reaffirmation (this “Consent”) are used with the meanings attributed thereto in the Amendment.

Each Loan Guarantor hereby consents to the execution, delivery and performance of the Amendment and agrees that each reference to the Credit Agreement in the Loan Documents shall, on and after the Amendment Effective Date, be deemed to be a reference to the Amended Credit Agreement in effect in accordance with the terms of the Amendment.

Each Loan Guarantor hereby acknowledges and agrees that, after giving effect to the Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by the Amendment, are reaffirmed, and remain in full force and effect.

After giving effect to the Amendment, each Loan Guarantor reaffirms each Lien granted by it to the Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Amended Credit Agreement, and shall continue to secure the Obligations (after giving effect to the Amendment), in each case, on and subject to the terms and conditions set forth in the Amended Credit Agreement and the other Loan Documents.

Nothing in this Consent shall create or otherwise give rise to any right to consent on the part of the Loan Guarantors to the extent not required by the express terms of the Loan Documents.

This Consent may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Consent by facsimile, PDF format or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Consent.

This Consent is a Loan Document and shall be governed by and construed in accordance with the laws of the State of New York.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their respective authorized officers as of the day and year first above written.

	NEXEO SOLUTIONS HOLDINGS, LLC


	By:
		Name:
		Title:


	NEXEO SOLUTIONS SUB HOLDING CORP.


	By:
		Name:
		Title:


	NEXEO SOLUTIONS FINANCE CORPORATION


	By:
		Name:
		Title:

[Guarantor Consent and Reaffirmation — Amendment No. 3 to Credit Agreement]

Exhibit A to Guarantor Consent and Reaffirmation

Amendment No. 3 to Credit Agreement

[See attached]

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Table of Contents

AMENDMENT NO. 3 TO CREDIT AGREEMENT

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