VWR FUNDING, INC. as Issuer and THE GUARANTORS PARTY HERETO 7.25% SENIOR NOTES DUE 2017 INDENTURE DATED AS OF SEPTEMBER 4, 2012 LAW DEBENTURE TRUST COMPANY OF NEW YORK as TrusteeVWR Funding, Inc. • September 5th, 2012 • Wholesale-medical, dental & hospital equipment & supplies • New York
This Indenture, dated as of September 4, 2012 is by and among VWR Funding, Inc., a Delaware corporation (the “Company”), each Guarantor (as defined herein) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
CDRV ACQUISITION CORPORATION as Issuer and the Subsidiary Guarantors from time to time parties hereto as Subsidiary Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF APRIL 7, 2004 8% SENIOR SUBORDINATED NOTES DUE 2014VWR Funding, Inc. • March 2nd, 2012 • Wholesale-medical, dental & hospital equipment & supplies • New York
INDENTURE, dated as of April 7, 2004 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among CDRV Acquisition Corporation, a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, as Subsidiary Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee.
CDRV Investors, Inc. $350,000,000 Senior Floating Rate Notes due 2011 Exchange and Registration Rights AgreementCDRV Investors, Inc. • December 15th, 2006 • Wholesale-medical, dental & hospital equipment & supplies • New York
CDRV Investors, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $350,000,000 principal amount of its Senior Floating Rate Notes due 2011. As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Company agrees with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Varietal Distribution Merger Sub, Inc. CDRV Investors, Inc. guaranteed as to the payment of principal, premium, if any, and interest by The Guarantors listed on Schedule I hereto Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • March 2nd, 2012 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of June 26, 2007 (the “Purchase Agreement”), by and among Varietal and the Purchasers, which provides for, among other things, the sale by Varietal to the Purchasers of $675,000,000 aggregate principal amount of the Issuer’s (as defined below) 10.25%/11.25% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Varietal, the Company, the Guarantors and Law Debenture Trust Company of New York, as trustee (together with any successors in such capacity, the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s
CDRV Investors, Inc. $481,000,000 Principal Amount at Maturity Exchange and Registration Rights AgreementAnd Registration Rights Agreement • April 15th, 2005 • CDRV Investors, Inc. • New York
CDRV Investors, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $481,000,000 principal amount at maturity of its 9 5/8% Senior Discount Notes due 2015. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
AMENDMENT NO. 1Credit Agreement • June 5th, 2012 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
CREDIT AGREEMENT dated as of June 29, 2007 (this “Agreement”), among VARIETAL DISTRIBUTION MERGER SUB, INC., a Delaware corporation (“Merger Sub”), to be merged with and into CDRV INVESTORS, INC., a Delaware corporation, and renamed VWR FUNDING, INC. (the “Company”), each of the Foreign Subsidiary Borrowers (as defined herein) party from time to time hereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower (as defined herein), collectively, the “Borrowers” and each, a “Borrower”), the Lenders (as defined herein), BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent (in each case, as defined herein) for the Lenders (as defined herein), BANCBANK OF AMERICA SECURITIES LLC, N.A., GOLDMAN SACHS CREDIT PARTNERS L.P. AND J.P. MORGAN SECURITIES INC., as joint lead arrangers (the “Arrangers”) for the Credit Facilities (as defined herein), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent, and JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK S
CREDIT AGREEMENT dated as of June 29, 2007, among VARIETAL DISTRIBUTION MERGER SUB, INC. (to be merged with and into CDRV INVESTORS, INC. and renamed VWR FUNDING, INC.), as the Parent Borrower, THE FOREIGN SUBSIDIARY BORROWERS PARTY FROM TIME TO TIME...Credit Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
CREDIT AGREEMENT dated as of June 29, 2007 (this “Agreement”), among VARIETAL DISTRIBUTION MERGER SUB, INC., a Delaware corporation (“Merger Sub”), to be merged with and into CDRV INVESTORS, INC., a Delaware corporation, and renamed VWR FUNDING, INC. (the “Company”), each of the Foreign Subsidiary Borrowers (as defined herein) party from time to time hereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower (as defined herein), collectively, the “Borrowers” and each, a “Borrower”), the Lenders (as defined herein), BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent (in each case, as defined herein) for the Lenders (as defined herein), BANC OF AMERICA SECURITIES LLC, GOLDMAN SACHS CREDIT PARTNERS L.P. AND J.P. MORGAN SECURITIES INC., as joint lead arrangers (the “Arrangers”) for the Credit Facilities (as defined herein), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent, and JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES
RECEIVABLES PURCHASE AGREEMENT dated as of November 4, 2011 among VWR RECEIVABLES FUNDING, LLC, as Seller VWR INTERNATIONAL, LLC, as Servicer THE VARIOUS CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO, THE VARIOUS RELATED COMMITTED PURCHASERS FROM...Receivables Purchase Agreement • November 9th, 2011 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 23rd, 2006 • CDRV Investors, Inc. • Wholesale-professional & commercial equipment & supplies
This Restricted Stock Unit Agreement, dated as of [ ], 2006, between CDRV Investors, Inc., a Delaware corporation, and [ ] (the “Employee”), is being entered into pursuant to the CDRV Investors, Inc. Stock Incentive Plan.
INCENTIVE UNIT GRANT AGREEMENTIncentive Unit Grant Agreement • January 2nd, 2013 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS INCENTIVE UNIT GRANT AGREEMENT (this “Agreement”) is made as of by and between Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Company”), and the executive identified on the signature page attached hereto (“Executive”) and is being entered into pursuant to the Company’s 2007 Securities Purchase Plan (as amended or modified from time to time, the “Plan”) and Appendix B of the Plan (as amended or modified from time to time, “Appendix B of the Plan”). Certain definitions are set forth in Section 7 of this Agreement and on the signature page attached hereto, which shall be deemed a part of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the LLC Agreement (as defined below).
FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, dated December 6, 2006 (this “Amendment”), among CDRV Investors, Inc., a Delaware corporation (“Investors”), CDRV Investment Holdings Corporation, a Delaware corporation (“CDRV Investment Holdings...Indemnification Agreement • December 12th, 2006 • CDRV Investors, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
WHEREAS, Investors, Holdings, VWR, CD&R and CD&R Fund VI are parties to the Indemnification Agreement, dated as of April 7, 2004 (the “Indemnification Agreement”);
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 29, 2007 among VWR INVESTORS, INC., VARIETAL DISTRIBUTION MERGER SUB, INC. (to be merged with and into CDRV INVESTORS, INC. and renamed VWR FUNDING, INC.), the Subsidiaries of CDRV INVESTORS, INC....Guarantee and Collateral Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], to the Guarantee and Collateral Agreement dated as of June 29, 2007 (the “Guarantee and Collateral Agreement”), among VWR INVESTORS, INC., a Delaware corporation (“Intermediate Holdco”), VARIETAL DISTRIBUTION MERGER SUB., INC., a Delaware corporation (“Merger Sub”) to be merged with and into CDRV INVESTORS, INC. (the “Company”), each subsidiary of the Parent Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Intermediate Holdco are referred to collectively herein as the “Grantors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
PURCHASE AND SALE AGREEMENT dated as of November 4, 2011 between THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators and VWR RECEIVABLES FUNDING, LLCPurchase and Sale Agreement • November 9th, 2011 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 4, 2011 is entered into between THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (each an “Originator”, and collectively, the “Originators”), and VWR RECEIVABLES FUNDING, LLC, a Delaware limited liability company (the “Company”).
FIRST AMENDMENT TO CONSULTING AGREEMENT, dated December 6, 2006 (this “Amendment”), among CDRV Investors, Inc., a Delaware corporation (“Investors”), CDRV Investment Holdings Corporation, a Delaware corporation (“CDRV Investment Holdings...Consulting Agreement • December 12th, 2006 • CDRV Investors, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
WHEREAS, Investors, Holdings, VWR and CD&R are parties to the Consulting Agreement, dated as of April 7, 2004 (the “Consulting Agreement”);
LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 29, 2007Limited Liability Company Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 29, 2007, is entered into by and among Varietal Distribution Holdings, LLC (the “Company”) and the Unitholders.
MANAGEMENT UNIT PURCHASE AGREEMENTManagement Unit Purchase Agreement • December 17th, 2013 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS MANAGEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of , by and between Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Company”), and the executive identified on the signature page attached hereto (“Executive”) and is being entered into pursuant to the Company’s 2007 Securities Purchase Plan (as amended, the “Plan”). Certain definitions are set forth in Section 5 of this Agreement and on the signature page attached hereto, which shall be deemed a part of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the LLC Agreement (as defined below).
AMENDMENT NO. 1Guarantee and Collateral Agreement • June 5th, 2012 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], to the Guarantee and Collateral Agreement dated as of June 29, 2007 (the “Guarantee and Collateral Agreement”), among VWR INVESTORS, INCFunding Inc., a Delaware corporation (successor by merger to Varietal Distribution Merger Sub, Inc.) (“VWR” or the “Parent Borrower”), VWR Investors, Inc., a Delaware corporation (“Intermediate Holdco”), VARIETAL DISTRIBUTION MERGER SUB., INC., a Delaware corporation (“Merger Sub”) to be merged with and into CDRV INVESTORS, INC. (the “Company”), each subsidiary of the Parent Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Intermediate Holdco are referred to collectively herein as the “Grantors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
VWR INTERNATIONAL, LLC 1310 Goshen Parkway PO Box 2656 West Chester, Pennsylvania 19380VWR Funding, Inc. • March 30th, 2009 • Wholesale-medical, dental & hospital equipment & supplies
In order to comply with final regulations under §409A of the Internal Revenue Code of 1986, as amended, the terms of your employment agreement dated June 29, 2007, are hereby revised as follows:
AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • November 8th, 2013 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
THIS AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of November 7, 2013, is among VWR RECEIVABLES FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), VWR INTERNATIONAL, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “VWR”), as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”), PNC, as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”), PNC, as related committed purchaser (in such capacity, together with its successors and assigns in such capacity, the “Related Committed Purchaser”) and PNC as purchaser agent for the Market Street Purchaser Group (in such capacity, together with its successors and
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Second Amendment (this “Amendment”), dated as of May 30, 2007, is to the Agreement and Plan of Merger, dated May 2, 2007, among Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Parent”), Varietal Distribution Merger Sub, Inc., a Delaware corporation (“MergerCo”), and CDRV Investors, Inc., a Delaware corporation (the “Company”) (as amended by the First Amendment thereto dated May 7, 2007 and as otherwise amended or modified from time to time, the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Illinois
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of June 29, 2007, is made by and between VWR Funding, Inc., a Delaware corporation (the “Company”), and Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (the “Advisor”).
VWR INTERNATIONAL, LLC 1310 Goshen Parkway PO Box 2656 West Chester, Pennsylvania 19380VWR Funding, Inc. • March 30th, 2009 • Wholesale-medical, dental & hospital equipment & supplies
In order to ensure compliance with final regulations under §409A of the Internal Revenue Code of 1986, as amended (the “Code”), the terms of your employment agreement dated June 29, 2007, are hereby revised as follows (which revisions are in addition to the revisions made effective as of December 18, 2008 in order to comply with §409A of the Code):
FIRST AMENDMENT TO THE VWR INTERNATIONAL, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN TRUST AGREEMENTPlan Trust Agreement • March 12th, 2008 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
WHEREAS, VWR International, Inc. and Wells Fargo Bank, N.A. (the “Trustee”) entered into a Trust Agreement (the “Agreement”) under the VWR International, Inc. Nonqualified Deferred Compensation Plan (the “Plan”) on May 1, 2007; and
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 11th, 2006 • CDRV Investors, Inc. • Wholesale-professional & commercial equipment & supplies
This Restricted Stock Unit Agreement, dated as of [ ], 2006, between CDRV Investors, Inc., a Delaware corporation, and [ ] (the “Employee”), is being entered into pursuant to the CDRV Investors, Inc. Stock Incentive Plan.
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 13th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Illinois
THIS AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this "Agreement"), effective as of August 20, 2007, is made by and among VWR Funding, Inc., a Delaware corporation (the "Company"), Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (the "MDCP Advisor") and Avista Capital Holdings, L.P., a Delaware limited partnership (the "Avista Advisor" and together with the MDCP Advisor, the "Advisors")
VWR International, LLCVWR Funding, Inc. • August 14th, 2007 • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to the Employment Letter dated June 29, 2007 (the “Employment Letter”), between VWR International, LLC (the “Company”) and you. In addition to the terms of your continuing employment set forth in the Employment Letter, for so long as you continue to maintain your permanent residence outside of a 100-mile radius of the Company’s corporate headquarters, you also will be provided a housing allowance of $3,000 a month for housing within a reasonable commuting distance of the Company’s corporate headquarters.
VWR International Management Services GmbH & Co. KG Hilpertstrasse 20A, 64295 Darmstadt, Germany Phone +49 6151 39 72 0 · www.vwr.com EMPLOYMENT AGREEMENT by and between Peter Schüle Rohnen 109 and VWR International Management Services GmbH & Co. KG...Employment Agreement • March 3rd, 2014 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania
AGREEMENT AND PLAN OF MERGER among VARIETAL DISTRIBUTION HOLDINGS, LLC, VARIETAL DISTRIBUTION MERGER SUB, INC., and CDRV INVESTORS, INC. Dated as of May 2, 2007Agreement and Plan of Merger • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
AGREEMENT AND PLAN OF MERGER, dated as of May 2, 2007, among Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Parent”), Varietal Distribution Merger Sub, Inc., a Delaware corporation (“MergerCo”), and CDRV Investors, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein are defined in Article VIII.
INCREMENTAL AMENDMENTVWR Funding, Inc. • February 1st, 2013 • Wholesale-medical, dental & hospital equipment & supplies • New York
This notice is an Incremental Amendment referred to in Section 2.24 of the Credit Agreement. Effective as of the Incremental Amendment Effective Date, the Parent Borrower, the Administrative Agent and each of the Lenders and Additional Lenders signatory hereto each hereby agree as follows:
General ReleaseGeneral Release • August 8th, 2012 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
I, John Ballbach, in consideration of and subject to the performance by VWR Management Services LLC, a Delaware limited liability company (together with its affiliates, the “Company”), of its obligations under this General Release and the Amended and Restated Employment Letter between me and the Company, dated as of December 20, 2010 (the “Agreement”), including, without limitation, the Company’s payment to me of the Severance Benefits (as defined below), do hereby release and forever discharge as of the date hereof the Company and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and the Company’s direct or indirect owners (collectively, the “Released Parties”) to the extent provided below.
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 29, 2007 among VWR INVESTORS, INC., VARIETAL DISTRIBUTION MERGER SUB, INC. (to be merged with and into CDRV INVESTORS, INC. and renamed VWR FUNDING, INC.), the Subsidiaries of CDRV INVESTORS, INC....Guarantee and Collateral Agreement • March 2nd, 2012 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 29, 2007 (this “Agreement”), among VWR INVESTORS, INC., a Delaware corporation (“Intermediate Holdco”), VARIETAL DISTRIBUTION MERGER SUB, INC., a Delaware corporation (“Merger Sub”) to be merged with and into CDRV INVESTORS, INC. (the “Company”), the subsidiaries of the Parent Borrower (such term and each other capitalized term used but not defined in this introductory paragraph or the preliminary statement below having the meaning given or ascribed to it in Article I) from time to time party hereto and BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”).
MANAGEMENT UNIT PURCHASE AGREEMENTManagement Unit Purchase Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS MANAGEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of June 29, 2007, by and between Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Company”), and the executive identified on the signature page attached hereto (“Executive”) and is being entered into pursuant to the Company’s 2007 Securities Purchase Plan (as amended, the “Plan”). Certain definitions are set forth in Section 7 of this Agreement and on the signature page attached hereto, which shall be deemed a part of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the LLC Agreement (as defined below).
AMENDMENT NO. 2VWR Funding, Inc. • February 4th, 2014 • Wholesale-medical, dental & hospital equipment & supplies • New York
This is an amendment (“Amendment No. 2”) referred to in Section 9.08(d) of the Credit Agreement pursuant to which the existing Classes of (a) Extended Dollar Term Loans and Dollar Term B-1 Loans shall be replaced with a single Class of Amendment No. 2 Dollar Term Loans (as defined in Article One below) (which shall constitute a Class of Replacement Term Loans) and (b) Extended Euro Term Loans and Euro Term B-1 Loans shall be replaced with a single Class of Amendment No. 2 Euro Term Loans (as defined in Article One below) (which shall constitute a Class of Replacement Term Loans). Effective as of the Amendment No. 2 Effective Date (as defined below), the Parent Borrower, the Administrative Agent and the Amendment No. 2 Term Lenders (as defined in Article One below) signatory hereto each hereby agree as follows:
VWR INTERNATIONAL, LLC 1310 Goshen Parkway PO Box 2656 West Chester, Pennsylvania 19380VWR Funding, Inc. • March 30th, 2009 • Wholesale-medical, dental & hospital equipment & supplies
In order to comply with final regulations under §409A of the Internal Revenue Code of 1986, as amended, the terms of your employment agreement dated June 29, 2007, are hereby revised as follows:
SECOND AMENDMENTSecond Amendment • January 31st, 2007 • CDRV Investors, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
SECOND AMENDMENT (this “Amendment”), dated as of August 18, 2006, to the Credit Agreement, dated as of April 7, 2004 (as amended, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement”), among VWR INTERNATIONAL, INC. (as successor in interest to CDRV Acquisition Corporation) (the “Parent Borrower”), the Foreign Subsidiary Borrowers from time to time parties to the Credit Agreement, the lenders from time to time party to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), CITICORP NORTH AMERICA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, and BARCLAYS BANK PLC, as Documentation Agents. Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined.
