EX-10.12



 Exhibit 10.12 

ABL Trademark Security Agreement 

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”). 
 W I T
N E S S E T
H: 
 WHEREAS, the Pledgors are party to an ABL Pledge and Security Agreement of even date herewith (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this ABL Trademark
Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent,
for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows: 

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning
given to them in the Security Agreement. 
 SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 

 

	 	(a)	Trademarks of such Pledgor listed on Schedule I attached hereto; 

  

	 	(b)	all Goodwill associated with such Trademarks; and 

  

	 	(c)	all Proceeds of any and all of the foregoing (other than Excluded Assets). 

 SECTION 3.
Security Agreement. The security interest granted pursuant to this ABL Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby
acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. In the event that any provision of this ABL Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless
the Collateral Agent shall otherwise determine. 







 SECTION 4. Termination. Upon the payment in full of the Obligations and termination of the
Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this
ABL Trademark Security Agreement. 
 SECTION 5. Counterparts. This ABL Trademark Security Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this ABL Trademark Security Agreement by signing and delivering one or more counterparts. 

[signature page follows] 

  
 -2- 








 IN WITNESS WHEREOF, each Pledgor has caused this
Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. 
  

					
		 	Very truly yours,
	
	CHEMPOINT.COM INC.
		
	By:	 	




		 	  

		 	Name:	 	Peter Heinz
		 	Title:	 	Vice President, General Counsel & Assistant Secretary
	
	UNIVAR NORTH AMERICA CORPORATION
		
	By:	 	




		 	  

		 	Name:	 	Peter Heinz
		 	Title:	 	Corporate Secretary
	
	UNIVAR USA INC.
		
	By:	 	




		 	  

		 	Name:	 	Peter Heinz
		 	Title:	 	Vice President, General Counsel & Assistant Secretary


  

			
	BANK OF AMERICA, N.A., as Collateral Agent
		
	By:	 	  

	Name:	 	
	Title:	 	









			
	BANK OF AMERICA, N.A., as Collateral Agent
		
	By:	 	




		 	  

	Name:	 	Christopher Godfrey
	Title:	 	Senior Vice President

 Trademark Security Agreement (ABL) 







 SCHEDULE I 

to 
 ABL TRADEMARK
SECURITY AGREEMENT 
 TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS 

Trademark Registrations: 
  

					
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 TRADEMARK

	 ChemPoint.com, Inc.
	  	2187747	  	SURESTOCK
	 Univar North America
	  	2559430	  	ChemPoint.Com
	 Univar North America
	  	2442631	  	ChemPoint.Com and Design
	 Univar North America
	  	2459904	  	MASTERLINE
	 Univar North America
	  	2714133	  	MASTERLINE
	 Univar North America
	  	1961375	  	REMOTESENTRY
	 Univar North America
	  	1961411	  	REMOTESENTRY AND DESIGN
	 Univar North America
	  	2752608	  	THE UNIVAR HEXAGON
	 Univar North America
	  	1724817	  	UNIVAR
	 Univar USA Inc.
	  	2444845	  	BALER’S CHOICE
	 Univar USA Inc.
	  	2612703	  	EE AND DESIGN
	 Univar USA Inc.
	  	2917945	  	GOT WASTE?
	 Univar USA Inc.
	  	579413	  	GUARDSMAN
	 Univar USA Inc.
	  	839411	  	ICE BITE and Design
	 Univar USA Inc.
	  	1663154	  	LIQUICHLOR
	 Univar USA Inc.
	  	2836063	  	MOZEL
	 Univar USA Inc.
	  	2836064	  	MOZEL and Design
	 Univar USA Inc.
	  	1748897	  	CHEMCARE
	 Univar USA Inc.
	  	1847988	  	CHEMCARE
	 Univar USA Inc.
	  	1522121	  	CHEMCARE & Design
	 Univar USA Inc.
	  	513636	  	CHEMCARE & Design
	 Univar USA Inc.
	  	2806621	  	CHEMCARE BARRELSLOGO
	 Univar USA Inc.
	  	1688536	  	PERFORMANCE POLYMERS
	 Univar USA Inc.
	  	2908192	  	PERFORMANCE POLYMERS
	 Univar USA Inc.
	  	2054686	  	PESTWEB
	 Univar USA Inc.
	  	2649295	  	PESTWEB
	 Univar USA Inc.
	  	1717285	  	REDBAND
	 Univar USA Inc.
	  	025335	  	REDBAND
	 Univar USA Inc.
	  	3265417	  	VALUELINE
	 Univar USA Inc.
	  	1031849	  	VANWATERS & ROGERS
	 Univar USA Inc.
	  	1688590	  	VAN WATERS & ROGERS INC.
	 Univar USA Inc.
	  	1721239	  	VANBLEND
	 Univar USA Inc.
	  	1635885	  	VANGUARD
	 Univar USA Inc.
	  	1118569	  	VANWET
	 Univar USA Inc.
	  	1717286	  	VANZOL
	 Univar USA Inc.
	  	1679982	  	VW&R&Design
	 Univar USA Inc.
	  	1160401	  	VW&R&Design


  
 -4- 








 Trademark Applications: 
  

					
	 OWNER
	  	 APPLICATION

NUMBER
	  	 TRADEMARK

	 NONE
	  		  	


  
 -5-