Exhibit 4.10


 


Form of Note(1)

(FACE OF NOTE)


 


CDRV ACQUISITION CORPORATION

(to be succeeded by virtue of merger by VWR International, Inc.)


 


67/8% Senior Notes Due 2012


 


CUSIP No. [•](2)[•](3)

No.
                                                           
$
                 


 


CDRV
Acquisition Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (and its successors and assigns, including VWR
International, Inc., a Delaware corporation) (the “Company”), promises to pay
to
                                                 ,
or registered assigns, the principal sum of
$                               
([                               ]
United States Dollars) [(or such lesser or greater amount as shall be
outstanding hereunder from time to time in accordance with Sections 312 and 313
of the Indenture referred to on the reverse hereof)](4) (the “Principal
Amount”) on April 15, 2012.   The Company promises to pay interest
semi-annually on April 15 and October 15 in each year, commencing October 15,
2004, at the rate of 67/8% per annum [(subject to
adjustment as provided below)](5) [, except that interest accrued on this Note
for periods prior to the date on which the Initial Note was surrendered in
exchange for this Note will accrue at the rate or rates borne by such Initial
Note from time to time during such periods](6), until the Principal Amount is
paid or made available for payment. [Interest on this Note will accrue from the
most recent date to which interest on this Note or any of its Predecessor Notes
has been paid or duly provided for or, if no interest has been paid, from the
Issue Date.](7)  [Interest on this Note will accrue (or will be deemed to
have accrued) from the most recent date to which interest on this Note or any
of its Predecessor Notes has been paid or duly provided for or, if no such
interest has been paid, from
[                     ,
          ](8).](9) 
Interest on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months.  The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular


 






(1)                                 
Insert any applicable
legends from Article II.


(2)                                 
Include only for
Initial Note.


(3)                                 
Include only for
Exchange Note.


(4)                                 
Include only if the
Note is issued in global form.


(5)                                 
Include only for
Initial Note.


(6)                                 
Include only for
Exchange Note.


(7)                                 
Include only for
Original Notes.


(8)                                 
Insert the Interest
Payment Date immediately preceding the date of issuance of the applicable
Additional Notes, or if the date of issuance of such Additional Notes is an
Interest Payment Date, such date of issuance.


(9)                                 
Include only for
Additional Notes (and Exchange Notes issued in the exchange therefor).


 

















 


Record Date for such
interest, which shall be the April 1 or October 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Notes not more than 15 days nor less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Notes may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.


 


[The
Holder of this Note is entitled to the benefits of the Exchange and
Registration Rights Agreement, dated April 7, 2004, among the Company and the
initial purchasers named therein (the “Registration Rights Agreement”). 
Until (i) this Note has been exchanged for an Exchange Security (as defined in
the Registration Rights Agreement) in an Exchange Offer (as defined in the
Registration Rights Agreement); (ii) a Shelf Registration Statement (as defined
in the Registration Rights Agreement) registering this Note under the
Securities Act has been declared or becomes effective and this Note has been
sold or otherwise transferred by the holder thereof pursuant to and in a manner
contemplated by such effective Shelf Registration Statement; (iii) this Note is
sold pursuant to Rule 144 under circumstances in which any legend borne by this
Note relating to restrictions on transferability thereof, under the Securities
Act or otherwise, is removed by the Company or pursuant to the Indenture
referred to on the reverse hereof; or (iv) this Note is eligible to be sold
pursuant to paragraph (k) of Rule 144:  From and including the date on
which a Registration Default  (as defined below) shall occur to but
excluding the date on which such Registration Default has been cured,
additional interest will accrue on this Note until such time as all
Registration Defaults have been cured at the rate of (a) prior to the 91st day
of such period (for so long as such period is continuing), 0.25% per annum and
(b) thereafter (so long as such period is continuing), 0.50% per annum. 
Any such additional interest shall not exceed such respective rates for such
respective periods, and shall not in any event exceed 0.50% per annum in the
aggregate, regardless of the number of Registration Defaults that shall have
occurred and be continuing.  Any such additional interest shall be paid in
the same manner and on the same dates as interest payments in respect of this
Note.  Following the cure of all Registration Defaults, the accrual of
such additional interest will cease.  A Registration Default under clause
(iv) or (v) below will be deemed cured upon consummation of the Exchange Offer
in the case of a Shelf Registration Statement required to be filed due to a
failure to consummate the Exchange Offer within the required time period. 
For purposes of the foregoing, each of the following events, as more
particularly defined in the Registration Rights Agreement, is a “Registration
Default”:  (i) neither the Exchange Registration Statement (as defined in
the Registration Rights Agreement) nor a Shelf Registration Statement
(applicable to all of the Registrable Securities (as defined in the
Registration Rights Agreement)) has been filed with the SEC on or before 150
days after the Issue Date; (ii) the Exchange Registration Statement has not
become effective or been declared effective on or before 240 days after the
Issue Date; (iii) the Exchange Offer has not been consummated within 270 days
after the Issue Date; (iv) if a Shelf Registration Statement


 

















 


required by the
Registration Rights Agreement is not declared effective by the SEC on or before
150 days after the date on which the obligation to file the Shelf Registration
Statement arises or (v) if any Shelf Registration Statement required by the
Registration Rights Agreement is filed and declared effective, and during the
time the Company is required to use its reasonable best efforts to cause the
Shelf Registration Statement to remain effective, (1) the Company shall have
suspended the Shelf Registration Statement for more than 30 days in the
aggregate in any consecutive twelve-month period and be continuing to suspend
the availability of the Shelf Registration Statement, or (2) the Shelf
Registration Statement ceases to be effective (other than by action of the
Company) without being succeeded within 60 days by a Shelf Registration
Statement that is filed and declared effective.](10) (11)


 


Payment
of the principal of (and premium, if any) and interest on this Note will be
made at the Corporate Trust Office of the Trustee, or such other office or
agency of the Company maintained for that purpose; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Note Register.


 


Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


 






(10)                           
Include only for
Initial Note when required by the Registration Rights Agreement.


(11)                           
For an Initial
Additional Note, add any similar provision, if any, as may be agreed by the
Issuers with respect to additional interest on such Initial Additional Note.


 

















 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


 


	
   

  	
  CDRV ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title:

  



 

















 


This
is one of the Notes referred to in the within-mentioned Indenture.


 


	
   

  	
  WELLS FARGO BANK,
  NATIONAL

  ASSOCIATION

  
	
   

  	
  As Trustee

  
	
   

  
	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Dated:


 

















 


(REVERSE OF NOTE)


 


This
Note is one of the duly authorized issue of 67/8% Senior
Notes Due 2012 of the Company (herein called the “Notes”), issued under an
Indenture, dated as of April 7, 2004 (herein called the “Indenture,” which term
shall have the meanings assigned to it in such instrument), among the Company,
as issuer, the Subsidiary Guarantors from time to time parties thereto, as
Subsidiary Guarantors, and Wells Fargo Bank, National Association, as Trustee
(herein called the “Trustee,” which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, any other obligor upon this Note, the Trustee and
the Holders of the Notes and of the terms upon which the Notes are, and are to
be, authenticated and delivered.  The terms of the Notes include those
stated in the Indenture and those made a part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended, as in effect from time to time
(the “TIA”).  The Notes are subject to all such terms, and Holders are
referred to the Indenture and the TIA for a statement of such terms. 
Additional Notes may be issued under the Indenture which will vote as a class
with the Notes and otherwise be treated as Notes for purposes of the Indenture.


 


All
terms used in this Note that are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


 


This
Note may hereafter be entitled to certain other senior Subsidiary Guarantees
made for the benefit of the Holders.  Reference is made to Article XIII of
the Indenture for terms relating to such Subsidiary Guarantees, including the
release, termination and discharge thereof.  Neither the Company nor any
Subsidiary Guarantor shall be required to make any notation on this Note to
reflect any Subsidiary Guarantee or any such release, termination or discharge.


 


The
Notes will be redeemable, at the Company’s option, in whole or in part, and
from time to time on and after April 15, 2008 and prior to maturity at the
applicable redemption price set forth below. Such redemption may be made upon
notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture.  The Company may provide in such notice
that payment of the redemption price and the performance of the Company’s
obligations with respect to such redemption may be performed by another Person.
Any such redemption and notice may, in the Company’s discretion, be subject to
the satisfaction of one or more conditions precedent, including the occurrence
of a Change of Control.  The Notes will be so redeemable at the following
redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any,
to the relevant Redemption Date (subject to the right of Holders of record on
the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date), if redeemed during the 12-month period commencing on
April 15 of the years set forth below:


 


	
  Period

  	
   

  	
  Redemption
  Price

  	
   

  
	
  2008

  	
   

  	
  103.438

  	
  %

  
	
  2009

  	
   

  	
  101.719

  	
  %

  
	
  2010 and thereafter

  	
   

  	
  100.000

  	
  %

  



 

















 


In
addition, at any time and from time to time on or prior to April 15, 2007, the
Company at its option may redeem Notes in an aggregate principal amount equal
to up to 35% of the original aggregate principal amount of Notes (including the
principal amount of any Additional Notes), with funds in an equal aggregate
amount not exceeding the aggregate proceeds of one or more Equity Offerings, at
a redemption price (expressed as a percentage of principal amount thereof) of
106.875%, plus accrued and unpaid
interest, if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Record Date to receive interest due on the relevant
Interest Payment Date); provided,
however, that an aggregate
principal amount of Notes equal to at least 65% of the original aggregate
principal amount of Notes (including the principal amount of any Additional
Notes) must remain outstanding after each such redemption.  The Company
may make such redemption upon notice mailed by first-class mail to each
Holder’s registered address in accordance with the Indenture (but in no event
more than 180 days after the completion of the related Equity Offering). 
The Company may provide in such notice that payment of the redemption price and
performance of the Company’s obligations with respect to such redemption may be
performed by another Person.  Any such notice may be given prior to the
completion of the related Equity Offering, and any such redemption or notice
may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, including the completion of the related Equity Offering.


 


At any
time prior to April 15, 2008, Notes may also be redeemed or purchased (by the
Company or any other Person) in whole or in part, at the Company’s option, at a
price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid
interest, if any, to, the date of redemption or purchase (subject to the right
of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date). Such redemption or purchase may be made upon
notice mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture.  The Company may provide in such notice that payment
of the Redemption Price and performance of the Company’s obligations with
respect to such redemption or purchase may be performed by another Person. Any
such redemption, purchase or notice may, at the Company’s discretion, be
subject to the satisfaction of one or more conditions precedent, including the
occurrence of a Change of Control.


 


The
Indenture provides that, upon the occurrence of a Change of Control, each
Holder will have the right to require that the Company repurchase all or any
part of such Holder’s Notes at a purchase price in cash equal to 101% of the
aggregate principal amount thereof plus
accrued and unpaid interest, if any, to the date of such repurchase; provided, however,
that the Company shall not be obligated to repurchase Notes in the event it has
exercised its right to redeem all the Notes as described above.


 


The
Notes will not be entitled to the benefit of a sinking fund.


 


The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and certain Events
of Default with


 

















 


respect to this Note, in
each case upon compliance with certain conditions set forth in the Indenture.


 


If an
Event of Default with respect to the Notes shall occur and be continuing, the
principal of the Notes may be declared due and payable in the manner and with
the effect provided in the Indenture.


 


The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Notes to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of at
least a majority in principal amount of the Notes at the time Outstanding to be
affected.  The Indenture also contains provisions permitting the Holders
of specified percentages in principal amount of the Notes at the time
Outstanding, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences.  Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.


 


As
provided in and subject to the provisions of the Indenture, the Holder of this
Note shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Notes, the
Holders of not less than 25% in principal amount of the Notes at the time
Outstanding shall have made written request to the Trustee to pursue such
remedy in respect of such Event of Default as Trustee and offered the Trustee
reasonable security or indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Notes at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of security or indemnity.  The foregoing shall not apply to any suit
instituted by the Holder of this Note for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective
due dates expressed herein.


 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Note at the times, place and rate, and in the coin or
currency, herein prescribed.


 


As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Note is registrable in the Note Register, upon surrender
of this Note for registration of transfer at the office or agency of the
Company in a Place of Payment, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Note
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor, of
authorized


 

















 


denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.


 


The
Notes are issuable only in registered form without coupons in denominations of
$1,000.00 and any integral multiple thereof.  As provided in the Indenture
and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.


 


No
service charge shall be made for any such registration, transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.


 


Prior
to due presentment of this Note for registration or transfer, the Company, any
other obligor in respect of this Note, the Trustee and any agent of the
Company, such other obligor or the Trustee may treat the Person in whose name
this Note is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and none of the Company, any other obligor upon this
Note, the Trustee nor any such agent shall be affected by notice to the
contrary.


 


No
director, officer, employee, incorporator or stockholder, as such, of the
Company, any Subsidiary Guarantor or any Subsidiary of any thereof shall have
any liability for any obligation of the Company, or any Subsidiary Guarantor
under the Indenture, the Notes or any Subsidiary Guarantee, or for any claim
based on, in respect of, or by reason of, any such obligation or its
creation.  Each Holder, by accepting this Note, hereby waives and releases
all such liability.  The waiver and release are part of the consideration
for issuance of the Notes.


 


THE
INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.  THE TRUSTEE, THE COMPANY, ANY OTHER
OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE
HOLDERS, AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR
STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES OR
THE SUBSIDIARY GUARANTEES.