INTERCREDITOR AGREEMENT by and between BANK OF AMERICA, N.A., as ABL Agent, and BANK OF AMERICA, N.A., as Term Agent Dated as of October 11, 2007Intercreditor Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of October 11, 2007 between BANK OF AMERICA, N.A. (“Bank of America”) in its capacities as administrative agent for the U.S. Lenders and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) under the ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “ABL Lenders”) and BANK OF AMERICA, N.A. in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Term Agent”) for the financial institutions party from time to time to the Term Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “Term Lenders”).
CONSULTING AGREEMENTConsulting Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
This CONSULTING AGREEMENT (this “Agreement”), dated as of November 30, 2010 (the “Effective Date”), is entered into by and among Univar Inc., a Delaware corporation (the “Company”), Univar USA Inc., a Washington corporation (“Opco”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”).
EMPLOYEE RESTRICTED STOCK AGREEMENTEmployee Restricted Stock Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Delaware
This Employee Restricted Stock Agreement, dated as of November 30, 2012 (the “Grant Date”), between Univar Inc., a Delaware corporation, and the employee whose name appears on the signature page hereof, is being entered into pursuant to the Univar Inc. 2011 Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
AMENDED AND RESTATED GUARANTEEGuarantee • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
AMENDED AND RESTATED GUARANTEE dated as of October 11, 2007, as reaffirmed on September 20, 2010 and further amended and restated as of February 28, 2011 by each of the signatories hereto and each of the other entities that becomes a party hereto pursuant to Section 19 (the “Guarantors” and individually, a “Guarantor”), in favor of the Administrative Agent for the benefit of the Secured Parties (the “Guarantee”).
ContractSecurity Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
SUPPLEMENT NO. 1 dated as of October 31, 2009, to the Security Agreement dated as of October 11, 2007 (the “Security Agreement”) among UNIVAR INC., a Delaware corporation (the “Company”), each Domestic Subsidiary of the Company listed on Annex A thereto (each such Domestic Subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively herein as the “Grantors”), BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
RESTATEMENT AGREEMENT, dated as of February 22, 2013 (this “Restatement Agreement”), to the Third Amended and Restated Credit Agreement, dated as of October 11, 2007, amended and restated as of September 20, 2010, further amended and restated as of...Restatement Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 11, 2007, and amended and restated as of September 20, 2010, further amended and restated as of February 28, 2011, further amended and restated as of October 3, 2012, and further amended and restated as of February 22, 2013, among UNIVAR INC., a Delaware corporation (the “Borrower”), the registered lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (such term and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1) and Collateral Agent.
ABL Patent Security AgreementPatent Security Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
ABL Patent Security Agreement, dated as of October 11, 2007, by UNIVAR USA INC., a Washington corporation (the “Pledgor”), 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”).
ABL Trademark Security AgreementAbl Trademark Security Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
ABL Trademark Security Agreement, dated as of October 11, 2007, by ChemPoint.com, 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”).
IMPLEMENTATION AND FACILITATION AGREEMENTImplementation and Facilitation Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
This IMPLEMENTATION AND FACILITATION AGREEMENT (this “Agreement”), dated as of November 30, 2010 (the “Effective Date”), is entered into by and among Univar Inc., a Delaware corporation (the “Company”), Univar USA Inc., a Washington corporation (“Opco”), and each of CVC European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited, CVC European Equity Tandem GP Limited, and (each a “Manager” and together the “Managers”).
ContractSecurity Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
SUPPLEMENT NO. 1 dated as of October 31, 2009, to the Security Agreement dated as of October 11, 2007 (the “Security Agreement”) among UNIVAR INC., a Delaware corporation (the “Company”), each Domestic Subsidiary of the Company listed on Annex A thereto (each such Domestic Subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively herein as the “Grantors”), BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
FOURTH SUPPLEMENTAL INDENTURE among UNIVAR INC. as Issuer THE GUARANTORS LISTED ON SIGNATURE PAGES HEREOF as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee December 20, 2010Fourth Supplemental Indenture • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is entered into as of December 20, 2010 among Basic Chemical Solutions, L.L.C, a New Jersey limited liability company (the “New Guarantor”), Univar Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereof and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
UNIVAR INC. RELEASE AGREEMENTRelease Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Washington
This Release Agreement (“Release”) is entered into this 31st day of December, 2013 by Edward A. Evans (“Executive”) with respect to the termination of the employment relationship between Executive and Univar Inc. (the “Company”).
SECOND SUPPLEMENTAL INDENTURE among UNIVAR INC. as Issuer THE GUARANTORS LISTED ON SIGNATURE PAGES HEREOF as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee September 20, 2010Indenture • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
INDENTURE dated as of October 11, 2007, as amended by the First Supplemental Indenture, dated as of October 19, 2007, and the Second Supplemental Indenture, dated as of September 20, 2010, among UNIVAR INC., a Delaware corporation (the “Issuer”), the guarantors from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (or any successor trustee, the “Trustee”).
UNIVAR EXPENSE REIMBURSEMENT AGREEMENTUnivar Expense Reimbursement Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
This Univar Expense Reimbursement Agreement (this “Agreement”), by and among Univar N.V., a Dutch limited liability company (“Univar N.V.”) and Univar Inc., a Delaware corporation (“Univar”), is made as of DEC 31, 2013 (the “Execution Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Washington
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this 14th day of April, 2008 (the “Effective Date”) between Univar Inc., a Delaware corporation (“UI”), and Steven Nielsen (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Washington
THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the 18th day of January, 2010 (the “Effective Date”) between Univar Inc., a Delaware corporation (“Univar”), and Edward A. Evans (“Executive”).
SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT Dated as of October 11, 2007, as Amended and Restated on September 20, 2010 and as Further Amended and Restated on March 25, 2013, among UNIVAR INC., as the U.S. Parent Borrower, The U.S. Subsidiary...Credit Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT, dated as of October 11, 2007, as amended and restated as of September 20, 2010 and as further amended and restated as of March 25, 2013, among UNIVAR INC., a Delaware corporation (“Univar U.S.”), UNIVAR CAN-ADA LTD., a company formed under the laws of the Province of Alberta (the “Canadian Borrower”), the Domestic Subsidiaries (each capitalized term used but not defined in this preamble having the meaning provided in Section 1) of the U.S. Borrower from time to time party hereto (the “U.S. Subsidiary Borrowers”; together with the U.S. Parent Borrower, the “U.S. Borrowers”; and the U.S. Borrowers, together with the Canadian Borrower, the “Borrowers” and each a “Borrower”), the registered lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A., as U.S. Administrative Agent, Collateral Agent, U.S. Swingline Lender and U.S. Letter of Credit Issuer, BANK OF AMERICA, N.A.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Washington
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this April 19, 2012 between Univar Inc., a Delaware corporation (“Univar”), and J. Erik Fyrwald (“Executive”).
UNIVAR INC. RELEASEUnivar Inc. • August 14th, 2014 • Prefabricated wood bldgs & components • Washington
This Release (“Release”) is entered into by and between Steven M. Nielsen (“Executive”) and Univar Inc. (the “Company”) with respect to the termination of the employment relationship between Executive and the Company.
ABL CREDIT AGREEMENT Dated as of 24 March 2014, among UNIVAR B.V., as a Borrower The other Borrowers from Time to Time Party Hereto UNIVAR, INC., as a Guarantor The Several Lenders from Time to Time Parties Hereto J.P. MORGAN SECURITIES LLC, as Joint...Abl Credit Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
ABL CREDIT AGREEMENT, dated as of 24 March 2014, among UNIVAR B.V., a private company with limited liability incorporated and existing under the laws of the Netherlands with company number 24134696 (the “Company”), UNIVAR INC., a Delaware corporation (“Parent”), the Subsidiaries (each capitalized term used but not defined in this preamble having the meaning provided in Section 1) of Parent from time to time party hereto which shall as at the date hereof be UNIVAR S.A.S., a company incorporated in France with the companies registry of Creteil under number 562 071 423 17 avenue Louison Bobet, 94120, Fontenay-sous-Bois, France (the “French Borrower”), UNIVAR BELGIUM NV/SA, a limited liability company incorporated in Belgium having its registered office at B-1070 Anderlecht, Internationalelaan 55, Riverside Business Park, Building G, with company number 0478.329.962 RLE Brussels (the “Belgian Borrower”), UNIVAR GMBH, a limited liability company incorporated in Germany and registered with t
CANADIAN ABL PLEDGE AND SECURITY AGREEMENTSecurity Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Ontario
THIS CANADIAN ABL PLEDGE AND SECURITY AGREEMENT dated as of October 11, 2007, among Univar Canada Ltd. (the “Company”), each of the Subsidiaries of the Company that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Grantor” and, collectively, the “Grantors”) and Bank of America, N.A., as collateral agent (in such capacity, the “Collateral Agent”) under the ABL Credit Agreement (as defined below) for the benefit of the Canadian Secured Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Washington
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this December 20, 2012 between Univar Inc., a Delaware corporation (“Univar”), and D. Beatty D’Alessandro (“Executive”).
ContractIntercreditor Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
AMENDMENT NO. 1 dated as of November 30, 2010 (this “Amendment”) to the Intercreditor Agreement dated as of October 11, 2007 (as amended, supplemented, restated or otherwise modified from time the “Intercreditor Agreement”) between BANK OF AMERICA, N.A. (“Bank of America”) in its capacities as administrative agent for the U.S. Lenders and collateral agent (together with its successors and assigns in such capacities, the “ABL Agent”) under the ABL Credit Agreement (such financial institutions, together with their successors, assigns and transferees, the “ABL Lenders”) and BANK OF AMERICA, N.A. in its capacities as administrative agent and collateral agent (together with its successors and assigns in such capacities, the “Term Agent”) for the financial institutions party from time to time to the Term Credit Agreement (such financial institutions, together with their successors, assigns and transferees, the “Term Lenders”). Capitalized terms used herein but not defined shall have their me
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
This Expense Reimbursement Agreement (this “Agreement”), by and among CVC Capital Partners Advisory Company (Luxembourg) S.à.r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (“Manager”), Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R”), Univar USA Inc., a Washington corporation (“Univar USA”), and Univar Inc., a Delaware corporation (“Univar”), is made as of 31st December, 2013 (the “Execution Date”).
AMENDMENT TO SECOND SUPPLEMENTAL INDENTURE among UNIVAR INC. as Issuer THE GUARANTORS LISTED ON SIGNATURE PAGES HEREOF as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee October 8, 2010Supplemental Indenture • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
THIS AMENDMENT TO SECOND SUPPLEMENTAL INDENTURE (this “Amendment”) is entered into as of October 8, 2010 among Univar Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on signature pages hereof and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
Employee Stock Option AgreementEmployee Stock Option Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • Delaware
This Employee Stock Option Agreement, dated as of [ ], between Univar Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Univar Inc. 2011 Stock Incentive Plan (the “Plan”). The meaning of capitalized terms may be found in Section 8.
SECOND AMENDMENT TO SECOND SUPPLEMENTAL INDENTURE among UNIVAR INC. as Issuer THE GUARANTORS LISTED ON SIGNATURE PAGES HEREOF as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee October 28, 2010Supplemental Indenture • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
THIS AMENDMENT TO SECOND SUPPLEMENTAL INDENTURE (this “Amendment”) is entered into as of October 28, 2010 among Univar Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on signature pages hereof and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
First Amendment to the Employment Agreement Between Univar Inc. and Steven NielsenEmployment Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
WHEREAS, Univar Inc. (“UI”) and Steven Nielsen (“Executive”) have entered into an employment agreement dated April 14, 2008 (“Agreement”); and
THIRD SUPPLEMENTAL INDENTURE among UNIVAR INC. as Issuer THE GUARANTORS LISTED ON SIGNATURE PAGES HEREOF as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee November 15, 2010Indenture • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) is entered into as of November 15, 2010 among Univar Holdco Canada LLC, a Delaware limited liability company and Univar Holdco Canada III LLC, a Delaware limited liability company (the “New Guarantors” and each, a “New Guarantor”), Univar Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereof and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
ContractSecurity Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
SUPPLEMENT NO. 2 dated as of February 12, 2013, to the Amended and Restated Security Agreement dated as of October 11, 2007, amended and restated as of February 28, 2011 (the “Security Agreement”) among UNIVAR INC., a Delaware corporation (the “Borrower”), each Domestic Subsidiary of the Borrower listed on Annex A thereto (each such Domestic Subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively herein as the “Grantors”), BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
ABL Copyright Security AgreementAbl Copyright Security Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
ABL Copyright Security Agreement, dated as of October 11, 2007, by UNIVAR USA INC., a Washington corporation (the “Pledgor”), 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”).
ContractSecurity Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components
SUPPLEMENT NO. 2 dated as of February 12, 2013, to the Security Agreement dated as of October 11, 2007 (the “Security Agreement”) among UNIVAR INC., a Delaware corporation (the “Company”), each Domestic Subsidiary of the Company listed on Annex A thereto (each such Domestic Subsidiary individually a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively herein as the “Grantors”), BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below.
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of October 11, 2007 and amended and restated as of February 28, 2011 (as amended, restated, supplemented or otherwise modified, this “Agreement”) among UNIVAR INC., a Delaware corporation (the “Borrower”), each of the Domestic Subsidiaries of the Borrower listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.13 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors and the Borrower are referred to collectively as the “Grantors”), and Bank of America, N.A., as Collateral Agent (in such capacity, the “Collateral Agent”) under the Credit Agreement (as defined below) for the benefit of the Secured Parties.
MONITORING AGREEMENTMonitoring Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
This MONITORING AGREEMENT (this “Agreement”), dated as of November 30, 2010 (the “Effective Date”), is entered into by and among Univar Inc., a Delaware corporation (the “Company”), Univar USA Inc., a Washington corporation (“Opco”), and CVC Capital Partners Advisory Company (Luxembourg) S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (“Manager”).
REGISTRATION RIGHTS AGREEMENT by and between UNIVAR INC. EACH OF THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and Apollo Investment Corporation AIE EuroLux S.à r.l. GSLP I Offshore Holdings Fund A, L.P. GSLP I Offshore Holdings Fund B, L.P....Registration Rights Agreement • August 14th, 2014 • Univar Inc. • Prefabricated wood bldgs & components • New York
This Agreement is made pursuant to the Note Purchase Agreement, dated as of December 20, 2010 (the “Purchase Agreement”), by and among Company and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Notes (including the Initial Purchasers). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. As set forth in Section 3.1(i) of the Purchase Agreement, the execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers to purchase and pay for the Notes.
