Exhibit
4.2


 


EXECUTION COPY


 


 


ASSUMPTION
AGREEMENT


 


ASSUMPTION AGREEMENT,
dated as of April 7, 2004 (this “Agreement”), between CDRV
Acquisition Corporation, a Delaware corporation (“Assignor”), and VWR
International, Inc., a Delaware corporation (“Assignee”), and consented
to by Deutsche Bank AG, New York Branch, as administrative agent (in such
capacity, the “Administrative Agent”) for the banks and other financial
institutions (the “Lenders”) from time to time parties to the Credit
Agreement (as hereinafter defined).


 


W I  T  N  E  S
S  E  T  H:


 


WHEREAS, Assignor and the
Administrative Agent are parties to the Credit Agreement, dated as of
April 7, 2004 (as amended, supplemented, waived or otherwise modified from
time to time, the “Credit Agreement”), among Assignor, the Foreign
Subsidiary Borrowers, the Lenders, 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; and


 


WHEREAS, pursuant to the
Credit Agreement, Assignee desires to accept and assume all of the obligations
and liabilities of Assignor under the Credit Agreement.


 


NOW, THEREFORE, the
parties hereto hereby agree as follows:


 


1.                                      
Defined Terms.  Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.


 


2.                                      
Assignment of
Rights and Obligations.  Effective as of immediately after the Acquisition and the
Mergers on the Closing Date, Assignor hereby irrevocably assigns, transfers and
conveys to Assignee all of Assignor’s rights, obligations, covenants,
agreements, duties and liabilities as “Parent Borrower” under or with respect
to the Credit Agreement, any Notes, any Letters of Credit, any of the other
Loan Documents and any and all certificates and other documents executed by
Assignor in connection therewith; provided, however, that
Assignor understands and agrees that such assignment, transfer and conveyance
shall not be effective with respect to, or in any way release Assignor from any
of its obligations, covenants, agreements, duties and liabilities under or with
respect to this Agreement.


 


3.                                      
Assumption of
Agreements and Obligations.  Effective as of immediately after the
Acquisition and the Mergers on the Closing Date, Assignee hereby expressly
assumes, confirms and agrees to perform and observe all of the indebtedness,
obligations (including, without limitation, all obligations in respect of the
Loans and the


 

















 


Letters of Credit), covenants, agreements, terms,
conditions, duties and liabilities of Assignor as “Parent Borrower” under or
with respect to the Credit Agreement, any Notes, any Letters of Credit, and any
of the other Loan Documents as fully as if Assignee were originally the obligor
in respect thereof and the signatory thereto; provided, however,
that Assignor understands and agrees that such assumption shall not be effective
with respect to, or in any way obligate Assignee to perform and observe any
obligations, covenants, agreements, terms, conditions, duties or liabilities of
Assignor under or with respect to this Agreement.  At all times after the
effectiveness of such assumption, with respect to all Extensions of Credit made
to or for the account of Assignor prior to the effectiveness of such
assumption, Assignee shall have the obligations of, and Assignor shall no
longer be or have the obligations of, the “Parent Borrower” within the meaning
of and for all purposes of the Credit Agreement.  In addition, at all
times after the effectiveness of such assumption, all references to the “Parent
Borrower” in the Credit Agreement, any Notes, any Letters of Credit, any of the
other Loan Documents and any and all certificates and other documents executed
by Assignor in connection therewith shall be deemed to be references to
Assignee.


 


4.                                      
Amendment to
Credit Agreement. 
The Credit Agreement is hereby deemed to be amended to the extent, but only to
the extent, necessary to effect the assignment and assumption provided for
hereby.  Except as expressly amended, modified and supplemented hereby,
the provisions of the Credit Agreement and the other Loan Documents are and
shall remain in full force and effect.


 


5.                                      
GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


6.                                      
Counterparts.  This Agreement may be executed by
one or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts take together shall be deemed to
constitute one and the same instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with Assignor, Assignee and
the Administrative Agent.  This Agreement may be delivered by facsimile
transmission of the relevant signature pages hereof.


 


7.                                      
Severability.  Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


8.                                      
Successors and
Assigns. 
This Agreement shall be binding upon and inure to the benefit of Assignor and
Assignee and their respective successors and


 


2

















 


assigns, and the Administrative Agent and the Lenders
and their respective successors, indorsees, transferees and assigns.


 


3

















 


EXECUTION COPY


 


 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed and delivered by their
respective proper and duly authorized officers as of the day and year first
above written.


 


 


	
   

  	
  CDRV ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE K. JAQUETTE

  	
   

  
	
   

  	
   

  	
  Name: George K.
  Jaquette

  
	
   

  	
   

  	
  Title: Vice President and
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VWR INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEPHEN J. KUNST

  	
   

  
	
   

  	
   

  	
  Name: Stephen J. Kunst

  
	
   

  	
   

  	
  Title: Senior Vice
  President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Consented to:

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK AG, NEW
  YORK

  BRANCH, as Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DIANE F. ROLFE

  	
   

  	
   

  
	
   

  	
  Name: Diane F. Rolfe

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


AFFIRMATION OF GUARANTEE
AND COLLATERAL AGREEMENT


 


The
undersigned, each a Granting Party and Pledgor under the Guarantee and
Collateral Agreement, each hereby (i) acknowledge and consent to the execution,
delivery and performance of each of the above parties to this Assumption
Agreement, and (ii) reaffirm and agree that the respective guaranty, pledges
and grants of security under the Guarantee and Collateral Agreement to which
the undersigned is party and all other documents and agreements executed and
delivered by the undersigned to the Administrative Agent and the Lenders in
connection with the Credit Agreement are in full force and effect, without
defense, offset or counterclaim.


 


 


Dated as of: April 7, 2004


 


 


	
  VWR, Inc.

  	
  SCIENCE KIT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DEBORAH A. CORR

  	
   

  	
  By:

  	
  /s/ DEBORAH A. CORR

  	
   

  
	
   

  	
  Name: Deborah A. Corr

  	
   

  	
  Name: Deborah A. Corr

  
	
   

  	
  Title: Treasurer

  	
   

  	
  Title: Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  WARD’S NATURAL SCIENCE

  ESTABLISHMENT, INC. (formerly

  known as KDI WARD’S NATURAL

  SCIENCE ESTABLISHMENT, INC.)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ DEBORAH A. CORR

  	
   

  	
   

  
	
   

  	
  Name: Deborah A. Corr

  	
   

  
	
   

  	
  Title: Secretary