**Exhibit 4.4**

 

**SUPPLEMENTALINDENTURE**

 

SUPPLEMENTAL INDENTURE, dated as of June 12, 2007 (the “SupplementalIndenture”), between VWR INTERNATIONAL, INC., a Delaware corporation (the “Company”)and WELLS FARGO BANK, NATIONAL ASSOCIATION as trustee (the “Trustee”).  Capitalized terms used herein and nototherwise defined are used as defined in the Indenture (as defined below).

 

WHEREAS there has heretofore been executed and delivered to the Trusteean Indenture, dated as of April 7, 2004, among CDRV AcquisitionCorporation and the Trustee, as supplemented by the first SupplementalIndenture, dated as of April 7, 2004, among VWR International, Inc.,a Pennsylvania corporation, and the Trustee, and the second SupplementalIndenture, dated as of April 7, 2004, among the Company and the Trustee(as amended and supplemented, the “Indenture”), providing for the issuance ofthe Company’s 8% Senior Subordinated Notes due 2014 (the “Notes”);

 

WHEREAS there are now outstanding under the Indenture Notes in theaggregate principal amount of $320,000,000;

 

WHEREAS Section 902 of the Indenture provides that the Company andthe Trustee may amend certain sections of the Indenture with the writtenconsent of the Holders of at least a majority in aggregate principal amount ofthe Notes then outstanding;

 

WHEREAS the Company desires to amend certain provisions of theIndenture, as set forth in Article I hereof;

 

WHEREAS the Holders of a majority in aggregate principal amount of theNotes outstanding have consented to the amendments effected by thisSupplemental Indenture;

 

WHEREAS, the Company is representing to the Trustee that the conditionsto this Supplemental Indenture, as set forth in Sections 902 and 903 ofthe Indenture, have been satisfied by the Company; and

 

WHEREAS all things necessary to make this Supplemental Indenture avalid agreement, in accordance with its terms, have been done.

 

NOW THEREFORE, this Supplemental Indenture witnesseth that, for and inconsideration of the premises contained herein, it is mutually covenanted andagreed, for the equal and proportionate benefit of all Holders of the Notes, asfollows:

 

# **Article I**

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# **AMENDMENTS TO INDENTURE**

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## Section 1.1.                                   *Amendments to ArticlesOne, Four, Five, and Six.*  Upon written notification bythe Company to the Trustee on the Acceptance Date (as defined in the Statement(as defined below)), which notice shall include the percentage of Notes thenoutstanding that did tender and consent, that it has accepted for purchase andpayment (the date of such payment, the “Payment Date”) pursuant to the offer topurchase all of the Notes validly tendered pursuant to the Offer to Purchaseand Consent Solicitation Statement, dated as of May 30, 2007 (togetherwith any

 

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## amendments, modifications or supplements thereto, the “Statement”),and then automatically (without further act by any person), with respect to theNotes:

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### (a) the Companyshall be released from its obligations under the following sections of theIndenture, the text and introductory heading to each of which shall be therebydeleted from the Indenture (excluding the section number) and replacedwith the text “[Reserved]”: Section 405 (SEC Reports); Section 407(Limitation on Indebtedness); Section 408 (Limitation on Layering); Section 409(Limitation on Restricted Payments); Section 410 (Limitation onRestrictions on Distributions from Restricted Subsidiaries); Section 411(Limitation on Sales of Assets and Subsidiary Stock); Section 412(Limitation on Transactions with Affiliates); Section 413 (Limitation onLiens); Section 414 (Future Subsidiary Guarantors); Section 415(Purchase of Notes Upon a Change in Control); clauses (ii) and (iii) ofparagraph (a) and all of paragraph (b) of Section 501 (When theCompany May Merge, etc.);

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### (b) failure tocomply with the terms of any of the foregoing Sections of the Indenture shallno longer constitute a default or an Event of Default under the Indenture andshall no longer have any other consequence under the Indenture;

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### (c) the occurrenceof the events described in Sections 601(iv), (vi), (vii), (x), and (xi)shall no longer constitute Events of Default;

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### (d) all definitionsset forth in Section 101 of the Indenture that relate to defined termsused solely in covenants or sections deleted hereby are deleted in theirentirety; and

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### (e) all crossreferences to sections or portions thereof, as the case may be, that aredeleted hereby are deleted in their entirety.

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# **Article II**

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# **MISCELLANEOUS**

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## Section 2.1.                                   *Instruments To Be ReadTogether.*  This Supplemental Indenture is an indenturesupplemental to and in implementation of the Indenture, and said Indenture andthis Supplemental Indenture shall henceforth be read together.

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## Section 2.2.                                   *Confirmation.* The Indenture as amended and supplemented by this Supplemental Indentureis in all respects confirmed and preserved.

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## Section 2.3.                                   *Trust Indenture ActControls.*  If any provision of this SupplementalIndenture limits, qualifies or conflicts with another provision that isrequired to be included in this Supplemental Indenture or the Indenture by theTrust Indenture Act, the required provision shall control.

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## Section 2.4.                                   *Headings.* The headings of the Articles and Sections of this Supplemental Indenturehave been inserted for convenience of reference only, and are not to beconsidered a part hereof and shall in no way modify or restrict any of theterms and provisions hereof.

 

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## Section 2.5.                                   *Governing Law.* THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGORIN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERSAGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURTLOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE.

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## Section 2.6.                                   *Counterparts.* This Supplemental Indenture may be executed in any number ofcounterparts, each of which so executed shall be deemed to be an original, butall such counterparts shall together constitute but one and the sameinstrument.

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## Section 2.7.                                   *Effectiveness;Termination.*  The provisions of this Supplemental Indenturewill take effect immediately upon its execution and delivery by the Trustee inaccordance with the provisions of Sections 902 and 903 of the Indenture;provided, that the amendments to the Indenture set forth in Section 1.1 ofthis Supplemental Indenture shall become operative as specified in Section 1.1hereof. Prior to the Payment Date, the Company may terminate this SupplementalIndenture upon written notice to the Trustee.

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## Section 2.8.                                   *Acceptance by Trustee.* The Trustee accepts the amendments to the Indenture effected by thisSupplemental Indenture and agrees to execute the trusts created by theIndenture as hereby amended, but only upon the terms and conditions set forthin the Indenture.

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## Section 2.9.                                   *Responsibility ofTrustee.*  The recitals contained herein shall be takenas the statements of the Company, and the Trustee assumes no responsibility fortheir correctness. The Trustee makes no representations as to the validity orsufficiency of this Supplemental Indenture.

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*     *      *      *     *

 

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IN WITNESS WHEREOF, the parties hereto havecaused this Supplemental Indenture to be duly executed, all as of the datefirst written above.

 
|   | VWR INTERNATIONAL, INC.                              |
|--------|------------------------------------------------------|
|   |                                                 |
|   |                                                 |
|   | By:                                                  |   |
|   | Name:                                                | George Van Kula |
|   | Title:                                               | Senior Vice President, General Counsel  and Secretary |
|   |                                                 |
|   |                                                 |
|   | WELLS FARGO BANK, NATIONAL  ASSOCIATION, as  Trustee |
|   |                                                 |
|   |                                                 |
|   | By:                                                  |   |
|   | Name:                                                |   |
|   | Title:                                               |   |

 

 

SIGNATURE PAGE TO

SENIOR SUBORDINATED NOTES

SUPPLEMENTAL INDENTURE

 

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