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EXHIBIT 4(m)
THIRD AMENDMENT
THIRD AMENDMENT, dated as of November 22, 1996, among VWR SCIENTIFIC PRODUCTS
CORPORATION (formerly known as VWR Corporation) ("VWR"), VWR SCIENTIFIC OF
CANADA LTD. ("VWR Canada"), SCIENTIFIC HOLDINGS CORP. ("Scientific Holdings"),
VWR SCIENTIFIC INTERNATIONAL CORPORATION, ("VWR International"), the several
banks and other financial institutions parties to the Credit Agreement (as
hereinafter defined) (individually a "Bank"; collectively, the "Banks"),
CORESTATES BANK, N.A., as administrative agent (in such capacity, the
"Administrative Agent"), and PNC BANK, NATIONAL ASSOCIATION, as documentation
agent (in such capacity, the "Documentation Agent").
W I T N E S E T H:
WHEREAS, VWR, VWR Canada, Scientific Holdings, VWR International
(individually, a "Borrower"; collectively, the "Borrowers"), the Banks, the
Administrative Agent and the Documentation Agent are parties to a Credit
Agreement, dated as of September 14, 1995 (as heretofore amended, supplemented
or otherwise modified, the "Credit Agreement");
WHEREAS, the Borrowers have requested (a) a temporary increase in the amount
of the Revolving Credit Commitments from $133,000,000 to $158,000,000
effective December 15, 1996 reducing back to $133,000,000 at December 31, 1997
and (b) the addition of a new pricing tier to the Credit Agreement; and
WHEREAS, the Banks have agreed to so amend the Credit Agreement on the terms
and conditions set forth herein, including a reduction in the minimum amount
of assignments from $10,000,000 to $5,000,000.
NOW, THEREFORE, in consideration of the foregoing and for other consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
2. Increase in Revolving Credit Commitments.
(a) The first two columns of Schedule I to the Credit Agreement entitled
"Revolving Credit Commitment" and "Revolving Credit Commitment Percentage",
respectively, are hereby deleted in their entirety and there shall be inserted
in lieu thereof two new columns which shall read as set forth in Schedule I to
this Third Amendment.
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(b) Section 5.5 of the Credit Agreement is hereby amended by adding at
the end thereof a new clause (e) which shall read as follows:
(e) On December 31, 1997, the Revolving Credit Commitments of all of
the U.S. Dollar Banks shall be reduced to an aggregate amount equal to
$133,000,000; provided that, no such reduction on that date shall be necessary
to the extent that, as of such date, the aggregate Revolving Credit
Commitments of all of the U.S. Dollar Banks shall equal or be less than
$133,000,000. The provisions of clause (c) of this Section 5.5 and clause (e)
of Section 5.7 shall apply to the foregoing reduction to $133,000,000 so that
(i) such reduction shall be made ratably among the U.S. Dollar Banks in
accordance with their respective Revolving Credit Commitment Percentages, (ii)
the U.S. Dollar Borrowers shall pay to the Administrative Agent for the
account of the U.S. Dollar Banks on the date of such reduction, accrued
Commitment Fees on the amount of such reduction and (iii) any prepayment
required in connection with such reduction shall be made in accordance with
Section 5.7(e).
3. Amendment to Definition of Applicable Margin.
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the
chart appearing in the definition of the term Applicable Margin and inserting
in lieu thereof the following new chart:
Senior Debt/EBITDA Eurodollar Canadian Canadian
Ratio Base Rate Rate Base Rate COF RATE
------------------ --------- ---------- --------- --------
Less than 1.50 to 1 0 .50% 0 .5%
Less than 2.00 to 1
but greater than or
equal to 1.50 to 1 0 .75% 0 .75%
Less than 2.50 to 1
but greater than or
equal to 2.00 to 1 0 1.00% 0 1.00%
Less than 3.00 to 1
but greater than or
equal to 2.50 to 1 0 1.25% 0 1.25%
Less than 3.50 to 1
but greater than or
equal to 3.00 to 1 0 1.50% 0 1.50%
Less than 4.00 to 1
but greater than or
equal to 3.50 to 1 .25% 1.75% .25% 1.75%
Equal to or greater
than 4.00 to 1 .75% 2.25% .75% 2.25%
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(b) Section 1.1 of the Credit Agreement is hereby amended by deleting in
clause (a) of the proviso to the definition of the term of Applicable Margin
the number "3.50" the one time it appears therein and inserting in lieu
thereof the number "4.00".
4. Amendment to Definition of Commitment Fee Rate.
(a) Section 1.1 of the Credit Agreement is hereby amended by deleting the
chart appearing in the definition of the term Commitment Fee Rate and
inserting in lieu thereof the following new chart:
Senior Debt/EBITDA Commitment
Ratio Fee Rate
------------------ ----------
Less than 1.50 to 1 .20%
Less than 2.00 to 1
but greater than or
equal to 1.50 to 1 .25%
Less than 2.50 to 1
but greater than or
equal to 2.00 to 1 .30%
Less than 3.00 to 1
but greater than or
equal to 2.50 to 1 .375%
Less than 3.50 to 1
but greater than or
equal to 3.00 to 1 .375%
Less than 4.00 to 1
but greater than or
equal to 3.50 to 1 .375%
Equal to or greater
than 4.00 to 1 .50%
(b) Section 1.1 of the Credit Agreement is hereby amended by deleting in
clause (a) of the proviso to the definition of the term Commitment Fee Rate
the number "3.50" the one time it appears therein and inserting in lieu
thereof the number "4.00".
5. Reduction in Minimum Amount of Assignments. Clause (b) of Section 12.6 of
the Credit Agreement is hereby amended by deleting the number "10,000,000" the
one time it appears therein and inserting in lieu thereof the number
"5,000,000".
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6. Representations and Warranties. Each of the Borrowers hereby represents
and warrants to the Banks and the Agents that:
(a) There exists no Default or Event of Default under the Credit
Agreement as amended hereby;
(b) The representations and warranties made in the Credit Agreement are
true and correct in all material respects on and as of the date hereof as if
made on and as of the date hereof; and
(c) The execution and delivery of this Third Amendment by and on behalf
of each Borrower has been duly authorized by all requisite action on behalf of
the Borrowers and this Third Amendment constitutes the legal, valid and
binding obligation of each Borrower, enforceable against it in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity
or at law).
7. Effectiveness. This Third Amendment shall become effective upon the
Administrative Agent receiving (a) counterparts hereof duly executed by each
Borrower and each Bank; (b) a new Revolving Credit Note executed by each of
the U.S. Dollar Borrowers in favor of each U.S. Dollar Bank that is increasing
its Revolving Credit Commitment pursuant to this Third Amendment, each such
new note to be dated the Closing Date and to be in an amount equal to the new
Revolving Credit Commitment of such Bank; and (c) the fees previously agreed
to be paid by the Borrowers in connection with this Third Amendment.
Notwithstanding the preceding sentence, the amendments contained in
Paragraph 2 hereof relating to the increase in the Revolving Credit
Commitments shall in no event become effective prior to December 15, 1996.
8. Limited Effect. Except as expressly amended by this Third Amendment, the
Credit Agreement shall continue to be, and shall remain, unaltered and in full
force and effect in accordance with its terms.
9. Release and Indemnity. Recognizing and in consideration of the Banks' and
the Administrative Agent's agreement to the amendments set forth herein, each
Borrower hereby waives and releases the Banks and the Agents and their
officers, attorneys, agents, and employees from any liability, suit, damage,
claim, loss or expense of any kind or nature whatsoever and howsoever arising
that such Borrower ever had or now has against any of them arising out of or
relating to any Bank's or any Agent's acts or omissions with respect to this
Third Amendment, the Credit Agreement, the other Loan Documents or any other
matters described or referred to herein or therein. Each Borrower further
hereby agrees to indemnify and hold the Agents and the Banks and their
officers, attorneys, agents and employees harmless from any loss, damage,
judgment, liability or expense (including counsel fees) suffered by or
rendered against the Banks or the Agents or any of them on account of anything
arising out of this Third Amendment, the Credit Agreement, the other Loan
Documents or any other document delivered pursuant thereto up to and including
the date hereof; provided that, no Borrower shall have any obligation
80
hereunder to any Bank or Agent with respect to indemnified liabilities arising
from the gross negligence or willful misconduct of such Bank or Agent.
10. Miscellaneous.
(a) Expenses. Each Borrower agrees to pay all of the Administrative
Agent's reasonable out-of-pocket expenses incurred in connection with the
preparation, negotiation and execution of this Third Amendment including,
without limitation, the reasonable fees and expenses of Xxxxxxx Xxxxx Xxxxxxx
& Xxxxxxxxx.
(b) Governing Law. This Third Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
(c) Successor and Assigns. The terms and provisions of this Third
Amendment shall be binding upon and shall inure to the benefit of the
Borrowers, the Agents and the Banks and their respective successors and
assigns.
(d) Counterparts. This Third Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of
which shall constitute one and the same instrument.
(e) Headings. The headings of any paragraph of this Third Amendment are
for convenience only and shall not be used to interpret any provision hereof.
(f) Modifications. No modification hereof or any agreement referred to
herein shall be binding or enforceable unless in writing and signed on behalf
of the party against whom enforcement is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
ATTEST: VWR SCIENTIFIC PRODUCTS CORPORATION
By: By:
----------------------------- ------------------------------
Name: Name:
Title: Title:
VWR SCIENTIFIC OF CANADA LTD.
By:
-----------------------------
Name:
Title:
81
SCIENTIFIC HOLDINGS CORP.
By:
----------------------------
Name:
Title:
VWR SCIENTIFIC INTERNATIONAL
CORPORATION
By:
----------------------------
Name:
Title:
CORESTATES BANK, N.A.
as a Bank and as
Administrative Agent
By:
----------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
as a Bank and as
Documentation Agent
By:
---------------------------
Name:
Title:
SEATTLE-FIRST NATIONAL BANK
By:
---------------------------
Name:
Title:
BANK OF AMERICA CANADA
82
By:
---------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF
BOSTON
By:
----------------------------
Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE,
Cayman Islands Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title
COMMERZBANK, A.G.
By:
--------------------------
Name:
Title:
By:
----------------------------
83
Name:
Title:
DEUTSCHE BANK AG, New York
Branch and/or Cayman Islands
Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK,
New York Branch and/or
Cayman Islands Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
DRESDNER BANK AG, New York
Branch and Grand Cayman
Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
84
THE FUJI BANK, LIMITED
By:
----------------------------
Name:
Title:
LTCB TRUST COMPANY
By:
----------------------------
Name:
Title:
THE NIPPON CREDIT BANK, LTD.
By:
----------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-----------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
85
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
CREDIT LYONNAIS
CAYMAN ISLAND BRANCH
By:
-----------------------------
Name:
Title:
MELLON BANK, N.A.
By:
-----------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
NATIONAL CITY BANK
By:
-----------------------------
Name:
Title:
00
XXX XXXXX XXXX XX XXXXXXXX plc
By:
-----------------------------
Name:
Title:
SOCIETE GENERALE
By:
-----------------------------
Name:
Title:
(..continued)
