Exhibit 4.2

 

JOINDER AGREEMENT

 

THIS JOINDER AGREEMENT (this “Agreement”), dated as of  April 4, 2014, is entered into between Archway Sales, LLC, a Delaware limited liability company (the “New Subsidiary”) and BANK OF AMERICA, N.A., as Agent (as defined below) 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 collateral agent for the Lenders thereunder (the “Agent”) (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Credit Agreement.

 

The New Subsidiary and the Agent, for the benefit of the Lenders, hereby agree as follows:

 

1.                                      The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a Subsidiary Party under the Pledge and Security Agreement, dated as of March 31, 2011, among the Company, Holdings, Sub Holdco, and certain Domestic Subsidiaries of the Company from time to time party thereto, in favor of the Agent for the benefit of the Secured Parties (as amended, restated, amended and restated, supplemented or otherwise modified, the “Security Agreement”) for all purposes of the Security Agreement and shall have all of the obligations of a Subsidiary Party thereunder as if it had executed the Security Agreement, including without limitation the grant pursuant to Article II of the Security Agreement of a security interest to the Agent for the benefit of the Secured Parties in the property and property rights constituting Collateral (as defined in Article II of the Security Agreement) of such Subsidiary Party or in which such Subsidiary Party has or may have or acquire an interest or the power to transfer rights therein, whether now owned or existing or hereafter acquired or arising and wheresoever located, as security for the payment and performance of all Secured Obligations, all with the same force and effect as if the New Subsidiary were a signatory to the Security Agreement.

 

2.                                      The New Subsidiary hereby agrees that each reference in the Security Agreement to a Subsidiary Party shall also mean and be a reference to such New Subsidiary.

 

3.                                      Attached to this Agreement are duly completed schedules and certain exhibits (the “Supplemental Schedules”) to the Security Agreement. The New Subsidiary represents and warrants that the information contained on each of the Supplemental Schedules with respect to the New Subsidiary and its properties and affairs is true, complete and accurate as of the date hereof.

 











 

4.                                      The New Subsidiary hereby waives acceptance by the Agent and the Lenders of this Agreement and acknowledges that the Secured Obligations are and shall be deemed to be incurred, and that credit extensions under the Credit Agreement, Cash Management Agreements, and Swap Agreements are made and maintained, in reliance on this Agreement and the New Subsidiary’s joinder as a party to the Security Agreement as herein provided.

 

5.                                      This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

 

6.                                      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 











 

IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written.

 

 

	
 
    	
NEW SUBSIDIARY:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ARCHWAY SALES, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ross Crane
    
	
 
    	
Name:
    	
Ross Crane
    
	
 
    	
Title:
    	
Executive Vice   President, Chief
    
	
 
    	
Financial Officer   and Assistant Treasurer
    


 

[Signature Page to Joinder to ABL Security Agreement]

 











 

Acknowledged and accepted:

 

BANK OF AMERICA, N.A., as Agent

	
By:
    	
/s/   Robert Mahoney
    	
 
    
	
Name:
    	
Robert   Mahoney
    	
 
    
	
Title:
    	
Senior   Vice President
    	
 
    


 

[Signature Page to Joinder to ABL Security Agreement]

 











 

SCHEDULE 1

 

Excluded Accounts

 

1. Payroll, employee benefits, trust or tax withholding accounts funded in the ordinary course of business

 

	
Owner
    	
 
    	
Bank Name
    	
 
    	
Type of Account
    	
 
    	
Account Number
    
	
Archway Sales, LLC
    	
 
    	
BMO Harris Bank
    	
 
    	
Operating
    	
 
    	
0048453
    
	
Archway Sales, LLC
    	
 
    	
BMO Harris Bank
    	
 
    	
Safe Deposit Box
    	
 
    	
1003143604306
    
	
Archway Sales, LLC
    	
 
    	
Commerce Bank
    	
 
    	
Operating
    	
 
    	
208056398
    
	
Archway Sales, LLC
    	
 
    	
Parkside   Bank & Trust
    	
 
    	
Operating
    	
 
    	
8114255
    


 

2. Petty cash accounts funded in the ordinary course of business

 

None.

 

3. Designated Disbursement Accounts

 

None.

 

4. Foreign bank accounts

 

None.

 











 

EXHIBIT A

 

Type of Organization, Jurisdiction of Organization, Organizational Identification 
 Number, Federal Employer Identification Number, Chief Executive Office, Locations

 

I.                                        The corporate name, jurisdiction of organization, organizational identification number and federal employer identification number of the New Subsidiary is as follows:(1)

 

	
Grantor
    	
 
    	
Jurisdiction of
   Organization
    	
 
    	
Organizational
   Identification Number
    	
 
    	
Federal Employee
   Identification Number
    
	
Archway Sales, LLC
    	
 
    	
DE
    	
 
    	
5509441
    	
 
    	
430907868
    


 

II.                                   The New Subsidiary’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), is as follows:

 

	
Grantor
    	
 
    	
Mailing Address
    	
 
    	
Chief Executive Office
    
	
Archway Sales, LLC
    	
 
    	
4155 Manchester   Avenue

St. Louis, MO   63110
    	
 
    	
4155 Manchester   Avenue
    St. Louis,   MO 63110
    


 




(1)  Pending completion of the acquisition and all conversions contemplated therein.

 











 

III.                              (a) Each location that is owned by the New Subsidiary where Collateral is located as of the date hereof (except for Inventory in transit) is as follows:

 

None.

 

(b) Each location that is leased by the New Subsidiary where Collateral is located as of the date hereof (except for Inventory in transit) is as follows:

 

	
Grantor
    	
 
    	
Leased Location
    
	
Archway Sales, LLC
    	
 
    	
3821 New Getwell,   Memphis, TN 38118
    
	
 
    	
 
    	
4155 Manchester   Avenue, St. Louis, MO 63110
    
	
 
    	
 
    	
4321 Chouteau   Avenue, St. Louis, MO 63110
    
	
 
    	
 
    	
1325 Wiley Road,   Suite 124, Schaumberg, IL 60173
    
	
 
    	
 
    	
565 Taxter Road,   Elmsford, NY 10523
    
	
 
    	
 
    	
1745 Phoenix   Boulevard, Atlanta, GA 30349
    
	
 
    	
 
    	
1828 Swift, North   Kansas City, MO 64116
    
	
 
    	
 
    	
6615 Corporate   Drive, Cincinnati, OH 45242
    
	
 
    	
 
    	
4128 Manchester   Avenue, St. Louis, MO 63110
    
	
 
    	
 
    	
740 7th Street, Oakmont, PA 15139
    


 

(c) Each location where Collateral is held in a public warehouse or is otherwise held by a bailee or on consignment as of the date hereof (except for Inventory in transit) is as follows:

 

	
Location
    	
 
    	
Owner of Inventory
    
	
1356 Milledge St.

East Point,   Georgia 30344
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    
	
266 Villanova   Dr. SW

Atlanta, Georgia   30336
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
725 N. Baker Dr.

Itasca, Illinois   60143
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
2710 Regency   Drive, Suite 100

Grand Prairie,   Texas 75050
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
5470 Hecla Street

Detroit, Michigan   48208
    	
 
    	
 
    


 











 

	
 
    	
 
    	
 
    
	
1113 Aviation   Blvd.

Hebron, Kentucky   41018
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
1020 Lockwood   Drive

Houston, Texas   77020
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
1800 B Southern   Avenue

Kansas City,   Missouri 64116
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
13530 Rosecrans   Ave.

Santa Fe Springs,   California 90670
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
512 Southbridge   Street

Worchester,   Massachusetts 01610
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Crystal Warehouse,   25 Industrial Way

Wilmington,   Massachusetts 01887
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
W229N1492 Westwood   Dr.

Waukesha,   Wisconsin 53186
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
84-132 Lockwood   Street

Newark, New Jersey   07105
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
41 Runway Road

Levittown,   Pennsylvania 19057
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
4701 W. Jefferson   St.

Phoenix, Arizona   85043
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
9601 Lilac Drive

St. Louis,   Missouri 63137
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
2117 Charles   Avenue

St. Paul,   Minnesota 55114
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
101 Wayne Place

Tampa, Florida   33619
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
170 Pioneer Drive

Leominster, MA   01453
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
1301 S. Park Ave.

Linden, NJ 07036
    	
 
    	
 
    


 












 

EXHIBIT B

 

Bailees, Warehousemen and Third Party Possessors of Collateral

 

The following bailees, warehouseman and other third parties are in possession or control of Inventory of the New Subsidiary (except for Inventory in transit):

 

	
Name and
   Address of
   Party
    	
 
    	
Nature of Relationship
    	
 
    	
Value of Inventory
    	
 
    	
Owner of Inventory
    
	
1356 Milledge St.
    East Point,   Georgia 30344
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
0
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
266 Villanova   Dr. SW
    Atlanta,   Georgia 30336
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
1,326,204.55
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
725 N. Baker Dr.
    Itasca, Illinois   60143
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
1,791,341.61
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2710 Regency   Drive, Suite 100
    Grand   Prairie, Texas 75050
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
624,600.34
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5470 Hecla Street
    Detroit,   Michigan 48208
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
304,738.92
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1113 Aviation   Blvd.
    Hebron,   Kentucky 41018
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
300,235.96
    	
 
    	
Archway Sales, LLC
    


 











 

	
1020 Lockwood   Drive
    Houston,   Texas 77020
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
443,379.11
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1800 B Southern   Avenue
    Kansas   City, Missouri 64116
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
421,028.21
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
13530 Rosecrans   Ave.
    Santa Fe   Springs, California 90670
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
421,872.61
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
512 Southbridge   Street
    Worchester,   Massachusetts 01610
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
64,033.80
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Crystal Warehouse,   25 Industrial Way
    Wilmington,   Massachusetts 01887
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
901,994.14
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
W229N1492 Westwood   Dr.
    Waukesha,   Wisconsin 53186
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
47,754.88
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
84-132 Lockwood   Street
    Newark, New   Jersey 07105
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
480,581.53
    	
 
    	
Archway Sales, LLC
    


 











 

	
41 Runway Road
    Levittown,   Pennsylvania 19057
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
50,497.77
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
4701 W. Jefferson   St.
    Phoenix,   Arizona 85043
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
145,695.97
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
9601 Lilac Drive
    St. Louis,   Missouri 63137
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
0
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2117 Charles   Avenue
    St. Paul, Minnesota   55114
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
45,949.89
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
101 Wayne Place
    Tampa,   Florida 33619
    	
 
    	
Third-Party   Logistics Provider
    	
 
    	
$
    	
40,657.74
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
170 Pioneer Drive
     Leominster, MA 01453
    	
 
    	
Consignment
    	
 
    	
$
    	
47,576.65
    	
 
    	
Archway Sales, LLC
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1301 S. Park Ave.
    Linden, NJ
    07036
    	
 
    	
Warehouse
    	
 
    	
$
    	
1,777,718.28
    	
 
    	
Archway Sales, LLC
    


 











 

EXHIBIT C

 

Letter-of-Credit Rights and Chattel Paper

 

None.

 











 

EXHIBIT D

 

United States Federal Intellectual Property Registrations and Applications

 

I.                                        Patents and Patent Applications:

 

None.

 

II.                                   Trademark Registrations and Applications:

 

None.

 

III.                              Copyright Registrations:

 

None.

 











 

EXHIBIT E

 

Commercial Tort Claims

 

None.

 











 

EXHIBIT F

 

Pledged Collateral

 

None.

 











 

EXHIBIT G

 

UCC Filing Offices

 


	
Grantor
    	
 
    	
UCC Filing Office
    
	
Archway Sales, LLC
    	
 
    	
Delaware
    




 











 

EXHIBIT L

 

FCC Licenses

 

None.