EX-10.15



 Exhibit 10.15 

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 meaning assigned in the Intercreditor Agreement. 
 Amendments to the Intercreditor Agreement. The Intrecreditor
Agreement is, effective as of the Restatement Effective Date (as defined in the Term Credit Agreement), hereby amended by amending and restating the following definition in its entirety as follows: 

“Term Priority Obligations” shall mean all Term Obligations less any obligations to pay principal with respect
to loans in excess of $1,608,300,000; provided that no amount shall cease to be Term Priority Obligations solely as a result of currency fluctuations following the date of any borrowing of such amount. 







 IN WITNESS WHEREOF, the ABL Agent, for and on behalf of itself and the ABL Lenders, and the Term
Agent, for and on behalf of itself and the Term Lenders, have caused this Amendment to be duly executed and delivered as of the date first above written. 
  

					
		 	BANK OF AMERICA, N.A., in its capacity as the ABL Agent
		
	By:	 	




		 	  

		 	Name:	 	Christopher Godfrey
		 	Title:	 	Senior Vice President
		
		 	BANK OF AMERICA, N.A., in its capacity as the Term Agent
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	









 IN WITNESS WHEREOF, the ABL Agent, for and on behalf of itself and the ABL Lenders, and the Term
Agent, for and on behalf of itself and the Term Lenders, have caused this Amendment to be duly executed and delivered as of the date first above written. 
  

					
		 	BANK OF AMERICA, N.A., in its capacity as the ABL Agent
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
		 	BANK OF AMERICA, N.A., in its capacity as the Term Agent
		
	By:	 	




		 	  

		 	Name:	 	Lillana Claar
		 	Title:	 	Vice President









 ACKNOWLEDGMENT 

Each Borrower and each Grantor hereby acknowledges that it has received a copy of this Amendment and consents thereto, agrees to recognize all
rights granted thereby to the ABL Agent, the ABL Lenders, the Term Agent, and the Term Lenders and will not do any act or perform any obligation which is not in accordance with the agreements set forth in this Amendment. Each Borrower and each
Grantor further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under this Agreement and (i) as between the ABL Secured Parties, and Grantors, the ABL Documents remain in full force and effect as
written and are in no way modified hereby, and (ii) as between the Term Secured Parties, the Borrowers and Grantors, the Term Documents remain in full force and effect as written and are in no way modified hereby. 

 

					
	UNIVAR INC., as an ABL Borrower and Term Borrower
		
	By:	 	




		 	  

		 	Name:	 	 Douglas R. Drew

		 	Title:	 	  

	
	UNIVAR CANADA LTD., as an ABL Borrower
		
	By:	 	




		 	  

		 	Name:	 	 Douglas R. Drew

		 	Title:	 	  

	
	ULIXES ACQUISITION, B.V., as Parent
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	ULIXES LIMITED, as Term Borrower
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	CHEMPOINT.COM INC.
		
	By:	 	




		 	  

		 	Name:	 	 Douglas R. Drew

		 	Title:	 	  










 ACKNOWLEDGMENT 

Each Borrower and each Grantor hereby acknowledges that it has received a copy of this Amendment and consents thereto, agrees to recognize all
rights granted thereby to the ABL Agent, the ABL Lenders, the Term Agent, and the Term Lenders and will not do any act or perform any obligation which is not in accordance with the agreements set forth in this Amendment. Each Borrower and each
Grantor further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under this Agreement and (i) as between the ABL Secured Parties, and Grantors, the ABL Documents remain in full force and effect as
written and are in no way modified hereby, and (ii) as between the Term Secured Parties, the Borrowers and Grantors, the Term Documents remain in full force and effect as written and are in no way modified hereby. 

 

					
	UNIVAR INC., as an ABL Borrower and Term Borrower
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	UNIVAR CANADA LTD., as an ABL Borrower
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	ULIXES ACQUISITION, B.V., as Parent
		
	By:	 	




		 	  

		 	Name:	 	 HENDRIK W. SCHOP

		 	Title:	 	 DIRECTOR

	
	ULIXES LIMITED, as Term Borrower
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

	
	CHEMPOINT.COM INC.
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  










 ACKNOWLEDGMENT 

Each Borrower and each Grantor hereby acknowledges that it has received a copy of this Amendment and consents thereto, agrees to recognize all
rights granted thereby to the ABL Agent, the ABL Lenders, the Term Agent, and the Term Lenders and will not do any act or perform any obligation which is not in accordance with the agreements set forth in this Amendment. Each Borrower and each
Grantor further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under this Agreement and (i) as between the ABL Secured Parties, and Grantors, the ABL Documents remain in full force and effect as
written and are in no way modified hereby, and (ii) as between the Term Secured Parties, the Borrowers and Grantors, the Term Documents remain in full force and effect as written and are in no way modified hereby. 

 

					
	UNIVAR INC., as an ABL Borrower and Term
	Borrower
		
	By:	 	
		 	  

		 	Name:	 	  

		 	Title:	 	  

	
	UNIVAR CANADA LTD., as an ABL Borrower
		
	By:	 	
		 	  

		 	Name:	 	  

		 	Title:	 	  

	
	ULIXES ACQUISITION, B.V., as Parent
		
	By:	 	
		 	  

		 	Name:	 	  

		 	Title:	 	  

	
	ULIXES LIMITED, as Term Borrower
		
	By:	 	




		 	  

		 	Name:	 	 Peter Heinz

		 	Title:	 	  

	
	CHEMPOINT.COM INC.
		
	By:	 	
		 	  

		 	Name:	 	  

		 	Title:	 	  










 
					
	UNIVAR USA INC.
		
	By:	 	




		 	  

		 	Name:	 	 Douglas R. Drew

		 	Title:	 	  

	
	UNIVAR HOLDCO CANADA III LLC
		
	By:	 	




		 	  

		 	Name:	 	 Douglas R. Drew

		 	Title:	 	  

	
	UNIVAR HOLDCO CANADA LLC
		
	By:	 	




		 	  

		 	Name:	 	 Douglas R. Drew

		 	Title: