FIRST SUPPLEMENTAL INDENTURE, dated as of November 22, 2019 (this Supplemental Indenture), among Univar Solutions USA Inc. (the Issuer), as issuer, Univar Solutions Inc., as parent guarantor (the Company), the Subsidiary Guarantors under the Indenture referred to below (the Subsidiary Guarantors), and U.S. Bank National Association, as Trustee under the `Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer, the Company, the Subsidiary Guarantors and the Trustee, are party to an Indenture, dated as of November 22, 2019 (as amended, supplemented, waived or otherwise modified, the Indenture), relating to the issuance from time to time by the Issuer of Notes in series;
WHEREAS, Section 901(8) of the Indenture provides that the Issuer may provide for the issuance of Notes of any series as permitted by Section 301 therein;
WHEREAS, in connection with the issuance of the November 2019 Notes (as defined herein), the Issuer has duly authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the November 2019 Notes as hereinafter described; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as so defined. The words herein, hereof and hereby and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Title of Notes. There shall be a series of Notes of the Issuer designated the 5.125% Senior Notes due 2027 (the November 2019 Notes).
3. Maturity Date. The final Stated Maturity of the November 2019 Notes shall be December 1, 2027.
4. Interest and Interest Rates. Interest on the Outstanding principal amount of November 2019 Notes will accrue at the rate of 5.125% per annum and will be payable semi- annually in arrears on June 1 and December 1 in each year, commencing on June 1, 2020, to holders of record on the immediately preceding May 15 and November 15, respectively (each such May 15 and November 15, a Regular Record Date). Interest on the November 2019 Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been paid, from November 22, 2019, except that interest on any Additional November 2019 Notes (as defined below) issued on or after the first Interest Payment Date will