AMENDED AND RESTATED ABL GUARANTEE AND COLLATERAL AGREEMENT made by UNIVAR INC. and certain of its Domestic Subsidiaries, in favor of BANK OF AMERICA, N.A. as Collateral Agent Dated as of July 28, 2015 as Amended and Restated on February 28, 2019Guarantee and Collateral Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • New York
AMENDED AND RESTATED ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 28, 2015, as amended and restated as of February 28, 2019, made by UNIVAR INC., a Delaware corporation (the “U.S. Parent Borrower”) and certain Domestic Subsidiaries of the U.S. Parent Borrower from time to time party hereto (the “U.S. Subsidiary Borrowers”), in favor of BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
Employee Stock Option AgreementEmployee Stock Option Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • Delaware
This Employee Stock Option Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto (the “Employee”), is being entered into pursuant to the Univar Solutions Inc. 2017 Omnibus Equity Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”) and is dated as of the Grant Date set forth on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Form of Employee Performance-Based Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • Delaware
This Employee Performance-Based Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Solutions Inc. 2017 Omnibus Equity Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”). This Agreement shall be dated as of the date set forth on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Employee Restricted Stock Unit AgreementEmployee Restricted Stock Unit Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • Delaware
This Employee Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto (the “Employee”), is being entered into pursuant to the Univar Solutions Inc. 2017 Omnibus Equity Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”) and is dated as of the Grant Date set forth on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Director Restricted Stock Unit AgreementDirector Restricted Stock Unit Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • Delaware
This Director Restricted Stock Unit Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on Exhibit A hereto (the “Director”), is being entered into pursuant to the Univar Solutions Inc. 2017 Omnibus Equity Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”) and is dated as of the Grant Date specified on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
AMENDMENT NO. 1 TO TERM LOAN GUARANTEE AND COLLATERAL AGREEMENTTerm Loan Guarantee and Collateral Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • New York
TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 1, 2015, made by UNIVAR SOLUTIONS USA INC.(formerly known as Univar USA Inc.), a Washington corporation (the “U.S. Borrower”), Holdings (as defined below) and certain Domestic Subsidiaries of Holdings from time to time party hereto, in favor of BANK OF AMERICA, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
Director Deferred Share Unit AgreementDirector Deferred Share Unit Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • Delaware
This Director Deferred Share Unit Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the director whose name is set forth on Exhibit A hereto (the “Director”), is being entered into pursuant to the Univar Solutions Inc. 2017 Omnibus Equity Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”) and is dated as of the Grant Date specified on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Amended and Restated Securities Purchase Agreement by and among Univar Solutions Inc. Univar Solutions USA Inc. Univar Canada LTD. ENS Holdings III Corp. ENS Canada Holdings Corp. and ENS Holdings II Corp. for the purchase and sale of all of the...Securities Purchase Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”), dated December 30, 2019, is made by and among UNIVAR SOLUTIONS INC., a Delaware corporation (“Seller Parent”), UNIVAR SOLUTIONS USA INC., a Washington corporation (“Seller 1”), UNIVAR CANADA LTD., an Alberta limited corporation (“Seller 2” and, collectively with Seller 1 and Seller Parent, referred to herein as “Seller”), ENS HOLDINGS III CORP., a Delaware corporation (“Purchaser 1”), ENS CANADA HOLDINGS CORP., British Columbia corporation (“Purchaser 2”), and ENS HOLDINGS II CORP., a Delaware corporation (“Purchaser 3”, and collectively, with Purchaser 1 and Purchaser 2, referred to herein as “Purchaser”). Seller Parent, Seller 1, Seller 2, Purchaser 1, Purchaser 2 and Purchaser 3 are referred to herein individually as a “Party” and collectively as the “Parties.”
ContractUnivar Solutions Inc. • February 25th, 2020 • Wholesale-chemicals & allied products • New York
AMENDMENT NO. 3, dated as of February 23, 2019 (this “Amendment”), to the Credit Agreement dated as of July 1, 2015, among UNIVAR USA INC., a Washington corporation (the “Borrower”), UNIVAR INC., a Delaware corporation (“Holdings”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement (the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent and the other parties thereto (as amended, restated, modified and supplemented from time to time prior to the effectiveness of the Amendment, the “Credit Agreement”), by and between the Borrower and the Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Director Restricted Stock AgreementDirector Restricted Stock Agreement • February 25th, 2020 • Univar Solutions Inc. • Wholesale-chemicals & allied products • Delaware
This Director Restricted Stock Agreement (the “Agreement”), by and between Univar Solutions Inc., a Delaware corporation (the “Company”), and the director whose name is set forth on Exhibit A hereto (the “Director”), is being entered into pursuant to the Univar Solutions Inc. 2017 Omnibus Equity Incentive Plan (as the same may be amended, modified or supplemented from time to time, the “Plan”) and is dated as of the Grant Date specified on Exhibit A hereto (the “Grant Date”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
