SERIES A UNIT SUBSCRIPTION AGREEMENTSeries a Unit Subscription Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Delaware
THIS SUBSCRIPTION AGREEMENT, effective December 17, 2012 (this “Agreement”), is made and entered into by and between the undersigned (“Subscriber”) and Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”).
JOINDER AGREEMENTJoinder Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
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 9, 2011 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among NEXEO SOLUTIONS, LLC, a Delaware limited liability company (the “Borrower”), NEXEO SOLUTIONS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), certain Subsidiaries of the Borrower party thereto from time to time (each a “Subsidiary Grantor”), the Len
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products
WHEREAS, each Grantor is party to that certain Pledge and Security Agreement, dated as of March 31, 2011, among Nexeo Solutions, LLC (the “Borrower”), Nexeo Solutions Holdings, LLC, Nexeo Solutions Sub Holding Corp., certain subsidiaries of the Borrower party thereto from time to time (including each Grantor), the Lenders party thereto from time to time and the Collateral Agent (as it may be from time to time amended, restated, modified or supplemented, including pursuant to the Joinder Agreement, dated December 4, 2013, by and among each Grantor, Startex Distribution West, LLC and the Collateral Agent, the “Security Agreement”), in favor of the Collateral Agent pursuant to which such Grantor is required to execute and deliver this Trademark Security Agreement;
JOINDER AGREEMENTJoinder Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
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
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products
WHEREAS, each Grantor is party to that certain Pledge and Security Agreement, dated as of March 31, 2011 among Nexeo Solutions, LLC (the “U.S. Borrower”), certain Domestic Subsidiaries of the U.S. Borrower from time to time party thereto (including each Grantor), Nexeo Solutions Holdings, LLC, Nexeo Solutions Sub Holding Corp. and the Collateral Agent (as it may be from time to time amended, restated, modified or supplemented, including pursuant to the Joinder Agreement, dated December 4, 2013, by and among each Grantor, Startex Distribution West, LLC and the Collateral Agent, the “Security Agreement”), in favor of the Collateral Agent pursuant to which such Grantor is required to execute and deliver this Trademark Security Agreement;
JOINDER AGREEMENTJoinder Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
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, (“CSD”), Startex Chemical, LLC, a Delaware limited liability company (“Startex”), and Startex Distribution West, LLC, a Delaware limited liability company (“Startex West”, and, together with CSD 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 (the “Canadian Borrower”), 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 coll
GRANTOR INTERCREDITOR AGREEMENT JOINDER December 4, 2013Grantor Intercreditor Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products
Each of the undersigned, Chemical Specialists and Development, LLC, a Delaware limited liability company, Startex Chemical, LLC, a Delaware limited liability company, and Startex Distribution West, LLC, a Delaware limited liability company, hereby agrees to become party as a Grantor under the ABL Intercreditor Agreement, dated as of March 31, 2011, among Bank of America, N.A., as ABL Agent for the ABL Secured Parties referred to therein; Bank of America, N.A., as Term Loan Agent for the Term Loan Secured Parties referred to therein; Nexeo Solutions, LLC, Nexeo Solutions Holdings, LLC and Nexeo Solutions Sub Holding Corp. (the “ABL Intercreditor Agreement”) for all purposes thereof on the terms set forth therein, and to be bound by the terms of the ABL Intercreditor Agreement as fully as if the undersigned had executed and delivered the ABL Intercreditor Agreement as of the date thereof.
GUARANTY SUPPLEMENTGuaranty Supplement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • New York
SUPPLEMENT, dated as of December 4, 2013 (this “Supplement”), to the Guaranty, dated as of March 31, 2011, among NEXEO SOLUTIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), NEXEO SOLUTIONS SUB HOLDING CORP., a Delaware corporation (“Sub Holdco”), the other Guarantors party thereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the Secured Parties (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”).
FORM OF SERIES B UNIT AGREEMENTSeries B Unit Agreement • December 16th, 2013 • Nexeo Solutions Holdings, LLC • Wholesale-chemicals & allied products • Delaware
This SERIES B UNIT AGREEMENT (this “Agreement”) is executed and agreed to as of [Date] (the “Effective Date”), between Nexeo Solutions Holdings, LLC, a Delaware limited liability company (the “Company”) and [Employee Name] (the “Employee”).
