ABL Patent Security Agreement

Exhibit 10.10

ABL Patent Security Agreement

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”).

W I T N E S S E T H:

WHEREAS, the Pledgor is 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 Pledgor is required to execute and deliver this ABL Patent 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 Pledgor hereby agrees 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 Patent Collateral. The 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 the Pledgor:

 

(a)

Patents of the Pledgor listed on Schedule I attached hereto; and

 

(b)

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 Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Patents 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 Patent 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.

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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 Pledgor an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this ABL Patent Security Agreement.

SECTION 5. Counterparts. This ABL Patent 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 Patent Security Agreement by signing and delivering one or more counterparts.

[signature page follows]

 

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

 

 

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

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BANK OF AMERICA, N.A., as Collateral Agent
By:
Name:		▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title:		Senior Vice President

Patent Security Agreement (ABL)

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SCHEDULE I

to

ABL PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS

Patent Registrations:

 

OWNER		REGISTRATION NUMBER		NAME
NONE

Patent Applications:

 

OWNER		APPLICATION NUMBER		NAME
Univar USA Inc.		US 60/725,199		Catalyst Testing Unit

 

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