EX-4.2(c)



 Exhibit 4.2(c) 
 FIRST SUPPLEMENTAL INDENTURE 
 This First Supplemental Indenture (this
“Supplemental Indenture”), dated as of December 3, 2012, among Sovereign Scientific, LLC, a Florida limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of VWR Funding, Inc., a Delaware
corporation (the “Company”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, each of the Company and the guarantors party
thereto has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of September 4, 2012, providing for the issuance of $750,000,000 aggregate principal amount of 7.25% Senior Notes due 2017
(the “Notes”); 
 WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the
terms and conditions set forth herein and under the Indenture (the “Guarantee”); and 
 WHEREAS, pursuant to
Section 9.6 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as
follows: 
 (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture. 
 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 

 

	 	(a)	Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: 


 

	 	(i)	the principal of and interest, premium, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and
interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the
terms hereof and thereof; and 









	 	(ii)	in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the
Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. 


 

	 	(b)	The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. 

  

	 	(c)	The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all demands whatsoever. 

  

	 	(d)	This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the
Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

  

	 	(e)	If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors (including the Guaranteeing Subsidiary), or any custodian,
trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force
and effect. 

  

	 	(f)	The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment
in full of all obligations guaranteed hereby. 

  

	 	(g)	As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of
this Guarantee. 


  
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	 	(h)	The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of
the Holders or the Trustee under this Guarantee. 

  

	 	(i)	Pursuant to Section 11.4 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or
fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the
Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of the Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance. 


 

	 	(j)	This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation,
reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any
obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is
rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 


 

	 	(k)	In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. 

  

	 	(l)	This Guarantee shall be a general unsecured senior subordinated obligation of the Guaranteeing Subsidiary, ranking pari passu with any other future Senior
Indebtedness of the Guaranteeing Subsidiary, if any. 

  

	 	(m)	Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or
nature. 

 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that its Guarantee shall remain
in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

  
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 (4) Merger, Consolidation or Sale of All or Substantially All Assets. 

 

	 	(a)	Except as otherwise provided in Section 11.5 of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or
not the Company or the Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of their properties or assets, in one or more related transactions, to any Person
unless: 

  

	 	(i)	(A)The Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing
Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case
may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);


 (B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of
the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 

(C) immediately after such transaction, no Default exists; and 
 (D) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if
any, comply with the Indenture; or 
  

	 	(ii)	the Net Proceeds of any such sale or other disposition of the Guaranteeing Subsidiary are applied in accordance with the provisions Section 4.10 of the Indenture;


  

	 	(b)	Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture
and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of their properties and assets to another Guarantor or the Company. 


  
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 (5) Releases. The Guarantee of a Guaranteeing Subsidiary shall be automatically and
unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Company or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, in the event that: 

 

	 	(A)	any sale, disposition or other transfer (including through merger or consolidation) of (x) Capital Stock of the Guaranteeing Subsidiary, if after such sale,
disposition or other transfer the Guaranteeing Subsidiary is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of the Guaranteeing Subsidiary, provided that, in each case, such sale, disposition or other
transfer is made in compliance with the provisions of the Indenture; 

  

	 	(B)	the Company designates the Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the Indenture; 


 

	 	(C)	the release or discharge of the guarantee by the Guaranteeing Subsidiary of all of the Indebtedness (other than the Senior Notes (to the extent the Senior Notes are
outstanding)) of the Company or any Restricted Subsidiary or the repayment of all of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; 


 

	 	(D)	the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Sections 8.2 or 8.3 or if its obligations under the
Indenture are discharged in accordance with the terms of this Indenture; or 

  

	 	(E)	the Guaranteeing Subsidiary is also a guarantor or borrower under the Credit Agreement as in effect on the Issue Date and, at the time of release of either of their
Guarantee, (x) has been released from its guarantee of, and all pledges and security, if any, granted in connection with the Credit Agreement (which may be conditioned on the concurrent release hereunder), (y) is not an obligor under any
Indebtedness (other than Indebtedness permitted to be incurred pursuant to clause (6), (7), (8), (9), (11), (16) or (19) of the definition of “Permitted Debt” and (z) does not guarantee any Indebtedness of the Company or any
Restricted Subsidiaries (other than any guarantee that will be released upon the release of the Guarantee hereunder). 

 Upon delivery by the Guaranteeing Subsidiary to the Trustee of an Officer’s Certificate and an Opinion of Counsel, to the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation Section 4.10, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its obligations
under their Guarantee. 
 (6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of
the Guaranteeing Subsidiary shall have any liability for any obligations of the Company or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 

  
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 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 (9)
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 

(10) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries. 
 (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Company in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the
provisions of Section 2 hereof and Section 11.1 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out
of, or based upon, such right of subrogation until all amounts then due and payable by the Company under the Indenture or the Notes shall have been paid in full. 
 (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will
receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such
benefits. 
 (13) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind
their respective Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

			
	SOVEREIGN SCIENTIFIC, LLC,
	as Guaranteeing Subsidiary
		
	By:	 	 /s/ James M. Kalinovich

	Name:	 	James M. Kalinovich
	Title:	 	Vice President and Corporate Treasurer


 [First Supplemental Indenture to Senior Notes Indenture] 







 
			
	 LAW DEBENTURE TRUST COMPANY OF
 NEW YORK,

	as Trustee
		
	By:	 	 /s/ Michael A. Smith

	Name:	 	Michael A. Smith
	Title:	 	Vice President


 [First Supplemental Indenture to Senior Notes Indenture]