JOINDER AGREEMENT

Exhibit 4.20

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), dated as of December 4, 2013, is entered into between Chemical Specialists and Development, LLC, a Delaware limited liability company (“Chemical Specialists”), Startex Chemical, LLC, a Delaware limited liability company (“Startex”), and Startex Distribution West, LLC, a Delaware limited liability company (“Startex West”, and, together with Chemical Specialists and Startex, the “New Subsidiaries”) and BANK OF AMERICA, N.A., as Agent 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.

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

1. Each 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. Each 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. Each New Subsidiary represents and warrants that the information contained on each of the Supplemental Schedules with respect to such New Subsidiary and its properties and affairs is true, complete and accurate as of the date hereof.

4. Each 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 such 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, each 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 SUBSIDIARIES:
	CHEMICAL SPECIALISTS AND DEVELOPMENT, LLC
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Executive Vice President, Chief Financial Officer and Assistant Treasurer
	STARTEX CHEMICAL, LLC
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Executive Vice President, Chief Financial Officer and Assistant Treasurer
	STARTEX DISTRIBUTION WEST, 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
Chemical Specialists and Development, LLC		Xxxxx Fargo		Payroll		[—]

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

None.

3. Designated Disbursement Accounts

Owner		Bank Name		Type of Account		Account Number
Chemical Specialists and Development, LLC		Bank of America		Disbursement Account		[—]

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 each Grantor is as follows:(1)

Grantor		Jurisdiction of Organization		Organizational Identification Number		Federal Employee Identification Number
Chemical Specialists and Development, LLC		DE		5441662		00-0000000
Startex Chemical, LLC		DE		5441648		00-0000000
Startex Distribution West, LLC		DE		5441656		00-0000000

II. Each Grantor’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
Chemical Specialists and Development, LLC		0 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000		0 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000
Startex Chemical, LLC		0 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000		0 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000
Startex Distribution West, LLC		0 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000		0 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000

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

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

Grantor		Owned Location
Chemical Specialists and Development, LLC		0000 Xxxxxx Xx., Xxxxxx, Xxxxx 000 Xxxxxxxxxxx Xx., Xxxxx Xxxxx, XX 0000 X. Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx 0000 X. Xxxxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx

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

Grantor		Leased Location
Chemical Specialists and Development, LLC		0000 Xxxxxxxxx, Xxxxxx, XX 0000 X. Xxxxxxx Xxxx, Xxxxxxxx, XX 4500 Xxxx Xxxxxx Xx, Xxxxx 000, Xxxxxx, XX
Startex Distribution West, LLC		00000 Xxxx Xx., Xxxxx Xx Xxxxxxx, XX

(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
NYNAS Westway 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, XXX		Chemical Specialists and Development, LLC
Titan Terminal 0000 Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, XXX		Chemical Specialists and Development, LLC
Price Transfer 0000 Xx Xxx Xxx Xxxx., Xxxxxx Xxxxxxxxx, Xxxxxxxxxx. XXX		Chemical Specialists and Development, LLC
LMD Logistics 0000 X. Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx, XXX		Chemical Specialists and Development, LLC

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 a Grantor (except for Inventory in transit):

Name and Address of Party		Nature of Relationship		Value of Inventory			Owner of Inventory
NYNAS Westway 0000 Xxxx Xxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, XXX		Perform lab testing for customer terminal with lab equipment owned by Chemical Specialists and Development, LLC		$	178,700		Chemical Specialists and Development, LLC
Titan Terminal 0000 Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxxxxx, XXX		Vendor Warehouse		$	0		Chemical Specialists and Development, LLC
Price Transfer 0000 Xx Xxx Xxx Xxxx., Xxxxxx Xxxxxxxxx, Xxxxxxxxxx. XXX		Vendor Warehouse		$	9,084		Chemical Specialists and Development, LLC
LMD Logistics 0000 X. Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx, XXX		Vendor Warehouse		$	35,185		Chemical Specialists and Development, 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:

Trademark		Owner		Federal Registration No.
PRIST		Chemical Specialists and Development, LLC		3,256,175
STARTEX QUALITY PRODUCTS with design		Startex Chemical, LLC		1,614,531
STARTEX		Startex Chemical, LLC		1,614,532

III. Copyright Registrations:

None.

EXHIBIT E

Commercial Tort Claims

None.

EXHIBIT F

Pledged Collateral

Name of Issuer		Record Owner		Percentage of Total Issued and Outstanding Equity Interests
Chemical Specialists and Development, LLC		Nexeo Solutions, LLC		100	%
Startex Chemical, LLC		Chemical Specialists and Development, LLC		100	%
Startex Distribution West, LLC		Chemical Specialists and Development, LLC		100	%

EXHIBIT G

UCC Filing Offices

Grantor		UCC Filing Office
Chemical Specialists and Development, LLC		Delaware
Startex Chemical, LLC		Delaware
Startex Distribution West, LLC		Delaware

EXHIBIT L

FCC Licenses

None.