NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

Exhibit 10.4

Execution Version

NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS

NOTICE AND CONFIRMATION OF GRANT OF SECURITY INTEREST IN TRADEMARKS (the “Agreement”), dated as of July 1, 2015, made by each of the Grantors signatory hereto (the “Grantors”), in favor of BANK OF AMERICA, N.A. (“BAML”), in its capacity as administrative agent for the banks and other financial institutions (collectively, the “Lenders”) from time to time parties to the Credit Agreement (as defined below) and as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement). Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the Guarantee and Collateral Agreement (each as defined below).

WHEREAS, pursuant to that certain Credit Agreement, dated as of July 1, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Univar USA Inc., a Washington corporation (the “Borrower”), Univar Inc., a Delaware corporation (“Holdings”), BAML, as administrative agent and collateral agent, the Lenders and the other parties from time to time party thereto, the Lenders have severally agreed to make the Initial Term Loans (collectively, the “Loans”) to the Borrower upon the terms and subject to the conditions set forth therein; and

WHEREAS, in connection with the Credit Agreement, the Borrower, Holdings, and certain Domestic Subsidiaries of Holdings have executed and delivered a Guarantee and Collateral Agreement, dated as of July 1, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), in favor of the Collateral Agent; and

WHEREAS, pursuant to the Guarantee and Collateral Agreement, the Grantors granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of their Intellectual Property, including the Trademarks; and

WHEREAS, the Grantors have duly authorized the execution, delivery and performance of this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to make the Loans and other financial accommodations to the Borrower pursuant to the Credit Agreement, the Grantors agree, for the benefit of the Secured Parties, as follows:

SECTION 1. Confirmation of Grant of Security Interest. Each Grantor hereby confirms that, subject to existing licenses to use the Trademarks granted by such Grantor in the ordinary course of its business, pursuant to the Guarantee and Collateral Agreement it has granted to, and does hereby grant to, the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Trademarks of such Grantor (including, without limitation, those items listed on Schedule I hereto) and to the extent not otherwise included, all Proceeds and products of any and all of the Trademarks, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor, except that no security interest is or will be granted pursuant hereto in any right, title or interest of such Grantor under or in any Trademark License for so long as, and to the extent that, the granting of such a security interest pursuant hereto would result in a breach, default or termination of such Trademark License. Notwithstanding anything herein to the contrary, in no event shall the Trademarks include any “intent to use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Xxxxxx Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of said Act has been filed and accepted, it being understood and agreed that the carve out in this parenthetical shall be applicable only if and for so long as a grant or enforcement of a security interest in such intent to use application would invalidate or otherwise jeopardize Grantor’s rights therein or in the resulting registration.

SECTION 2. Purpose. This Agreement has been executed and delivered by each Grantor for the purpose of recording the grant of security interest with the United States Patent and Trademark Office. This Agreement is expressly subject to the terms and conditions of the Guarantee and Collateral Agreement. The Guarantee and Collateral Agreement (and all rights and remedies of the Secured Parties thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 3. Acknowledgment. Each Grantor does hereby further acknowledge and affirm that the rights and remedies of the Secured Parties with respect to the security interest in the Trademarks are more fully set forth in the Credit Agreement and the Guarantee and Collateral Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. In the event of a conflict between this Agreement and the Guarantee and Collateral Agreement, the provisions of the Guarantee and Collateral Agreement shall prevail.

SECTION 4. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument.

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

UNIVAR USA INC., as Grantor
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President – Treasurer
MAGNABLEND, INC. XXXXXXXXX.XXX INC., as Grantors
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Treasurer

[Signature Page to Trademark Security Agreement (Univar)]

UNIVAR INC., as Grantor
By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Vice President – Treasurer

[Signature Page to Trademark Security Agreement (Univar)]

BANK OF AMERICA, N.A., as Collateral Agent
By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Vice President

[Signature Page to Trademark Security Agreement (Univar)]

SCHEDULE I

TRADEMARK REGISTRATIONS AND APPLICATIONS

Owner		Mark		Status		App/Reg. No.
Univar USA Inc.		3-BARREL LOGO		Registered		2806621
Univar USA Inc.		BALER’S CHOICE		Registered		2444845
Univar USA Inc.		BASIC CHEMICAL SOLUTIONS		Registered		2315436
Univar USA Inc.		BCS		Registered		2531674
Univar USA Inc.		BCS AND DESIGN		Registered		3210675
Univar Inc.		C CHEMPOINT AND DESIGN		Registered		4512687
Univar USA Inc.		CHEMCARE		Registered		1748897
Univar USA Inc.		CHEMCARE		Registered		1847988
Univar USA Inc.		CHEMCARE		Registered		1522121
Univar USA Inc.		CHEMCENTRAL		Registered		2390752
Univar Inc.		CHEMISTRY DELIVERED		Registered		4580880
Univar Inc.		CHEMPOINT		Registered		2559430
Univar Inc.		XXXXXXXXX.XXX AND DESIGN		Registered		2442631
Univar USA Inc.		CHEMSIL		Registered		2537534
Univar Inc.		CONNECTIVITY		Registered		4670459
Univar Inc.		CROPWEB		Pending ITU		85/968363
Univar USA Inc.		GUARDSMAN (STYLIZED)		Registered		579413
Univar USA Inc.		I MAXX PRO		Registered		3108029
Univar USA Inc.		ICE BITE		Registered		3643035
Univar USA Inc.		ICE BITE AND DESIGN		Registered		3800487
Univar USA Inc.		ICE BITE AND DESIGN		Registered		839411
Univar Inc.		LIQUIBLUE		Registered		4713836
Univar USA Inc.		LIQUICHLOR		Registered		1663154
Magnablend Inc.		MAGNABLEND		Registered		4432355
Magnablend Inc.		MAGNABLEND		Registered		3625468
Magnablend Inc.		MAGNABLEND INC. CUSTOM CHEMICAL MANUFACTURING, BLENDING & PACKAGING AND DESIGN		Registered		3645628
Univar Inc.		MARKETCONNECT		Registered		4398949
Univar Inc.		MASTERLINE		Registered		2459904
Univar Inc.		MASTERLINE		Pending ITU		85/909935
Univar Inc.		MASTERLINE		Registered		2714133
Univar Inc.		MINIBULK		Pending		86/378743
Univar USA Inc.		PESTWEB		Registered		2649295
Univar USA Inc.		PESTWEB		Registered		2054686
Univar Inc.		PROVMWEB		Pending ITU		86/149881
Univar USA Inc.		RED BAND		Registered		1717285
Univar Inc.		REMOTE SENTRY		Registered		1961375
Univar Inc.		REMOTE SENTRY AND DESIGN		Registered		1961411
Xxxxxxxxx.xxx Inc		SURESTOCK		Registered		2187747

Owner		Mark		Status		App/Reg. No.
Univar Inc.		THE RIGHT PRODUCT IS JUST THE BEGINNING		Registered		4716421
Univar Inc.		DESIGN (HEXAGON)		Registered		2752608
Univar Inc.		UCONNECT		Published ITU		86/275832
Univar Inc.		UNIVAR		Registered		1724817
Univar Inc.		UNIVAR		Registered		3646062
Univar USA Inc.		XXX XXXXXX & XXXXXX		Registered		1688590
Univar USA Inc.		XXX XXXXXX & XXXXXX		Registered		1031849
Univar USA Inc.		VANBLEND		Registered		1721239
Univar USA Inc.		VANGUARD		Registered		1635885
Univar USA Inc.		VANWET		Registered		1118569
Univar USA Inc.		VANZOL		Registered		1717286
Univar USA Inc.		VW& R AND DESIGN		Registered		1679982
Univar USA Inc.		VW& R AND DESIGN		Registered		1160401
Univar USA, Inc.		SUCCEED WITHOUT WORRY		Registered		3696850