Exhibit 10.3





Exhibit
10.3




Execution Version




PURCHASE AND SALE AGREEMENT




dated as of November 4, 2011




between




THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO,

as Originators




and




VWR RECEIVABLES FUNDING, LLC








 


 









 










Table of Contents




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I AGREEMENT TO PURCHASE AND SELL
	 	 	2	 
	 
	 	 	 	 
	SECTION 1.1 Agreement To Purchase and Sell
	 	 	3	 
	SECTION 1.2 Timing of Purchases
	 	 	3	 
	SECTION 1.3 Consideration for Purchases
	 	 	3	 
	SECTION 1.4 Purchase and Sale Termination Date
	 	 	3	 
	SECTION 1.5 Intention of the Parties
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II PURCHASE REPORT; CALCULATION OF PURCHASE PRICE
	 	 	4	 
	 
	 	 	 	 
	SECTION 2.1 Purchase Report
	 	 	4	 
	SECTION 2.2 Calculation of Purchase Price
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III PAYMENT OF PURCHASE PRICE
	 	 	5	 
	 
	 	 	 	 
	SECTION 3.1 Initial Purchase Price Payment
	 	 	5	 
	SECTION 3.2 Subsequent Purchase Price Payments
	 	 	6	 
	SECTION 3.3 Settlement as to Specific Receivables and Dilution
	 	 	6	 
	SECTION 3.4 Reconveyance of Receivables
	 	 	7	 
	SECTION 3.5 Letters of Credit
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS OF PURCHASES
	 	 	9	 
	 
	 	 	 	 
	SECTION 4.1 Conditions Precedent to Initial Purchase
	 	 	9	 
	SECTION 4.2 Certification as to Representations and Warranties
	 	 	10	 
	SECTION 4.3 Additional Originators
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS
	 	 	11	 
	 
	 	 	 	 
	SECTION 5.1 Existence and Power
	 	 	11	 
	SECTION 5.2 Company and Governmental Authorization, Contravention
	 	 	12	 
	SECTION 5.3 Binding Effect of Agreement
	 	 	12	 
	SECTION 5.4 Accuracy of Information
	 	 	12	 
	SECTION 5.5 Actions, Suits or Proceedings
	 	 	12	 
	SECTION 5.6 No Material Adverse Effect, Unmatured Purchase and Sale Termination
Event or Purchase and Sale Termination Event
	 	 	13	 
	SECTION 5.7 Names and Location
	 	 	13	 
	SECTION 5.8 Bulk Sales, Margin Regulations, No Fraudulent Conveyance
	 	 	13	 
	SECTION 5.9 Nature of Receivables
	 	 	13	 
	SECTION 5.10 Credit and Collection Policy
	 	 	13	 
	SECTION 5.11 Investment Company
	 	 	13	 
	SECTION 5.12 Compliance with Transaction Documents
	 	 	13	 
	SECTION 5.13 Taxes
	 	 	14	 
	SECTION 5.14 Compliance with Applicable Laws
	 	 	14	 





 


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	 	 	Page	 
	SECTION 5.15 Ordinary Course of Business
	 	 	14	 
	SECTION 5.16 Financial Condition
	 	 	14	 
	SECTION 5.17 Reliance on Separate Legal Identity
	 	 	14	 
	SECTION 5.18 Perfection
	 	 	15	 
	SECTION 5.19 Creation of Receivables
	 	 	15	 
	SECTION 5.20 Good Title
	 	 	15	 
	SECTION 5.21 Enforceability of Contracts
	 	 	15	 
	SECTION 5.22 Reaffirmation of Representations and Warranties by each Originator
	 	 	15	 
	 
	 	 	 	 
	ARTICLE VI COVENANTS OF THE ORIGINATORS
	 	 	16	 
	 
	 	 	 	 
	SECTION 6.1 Affirmative Covenants
	 	 	16	 
	SECTION 6.2 Reporting Requirements
	 	 	18	 
	SECTION 6.3 Negative Covenants
	 	 	19	 
	SECTION 6.4 Substantive Consolidation
	 	 	21	 
	 
	 	 	 	 
	ARTICLE VII ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF RECEIVABLES
	 	 	22	 
	 
	 	 	 	 
	SECTION 7.1 Rights of the Company
	 	 	22	 
	SECTION 7.2 Responsibilities of the Originators
	 	 	22	 
	SECTION 7.3 Further Action Evidencing Purchases
	 	 	23	 
	SECTION 7.4 Application of Collections
	 	 	23	 
	SECTION 7.5 Post-Closing Lock-Boxes
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VIII PURCHASE AND SALE TERMINATION EVENTS
	 	 	24	 
	 
	 	 	 	 
	SECTION 8.1 Purchase and Sale Termination Events
	 	 	24	 
	SECTION 8.2 Remedies
	 	 	25	 
	 
	 	 	 	 
	ARTICLE IX INDEMNIFICATION
	 	 	25	 
	 
	 	 	 	 
	SECTION 9.1 Indemnities by the Originators
	 	 	25	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	27	 
	 
	 	 	 	 
	SECTION 10.1 Amendments, etc.
	 	 	27	 
	SECTION 10.2 Notices, etc.
	 	 	28	 
	SECTION 10.3 No Waiver; Cumulative Remedies
	 	 	28	 
	SECTION 10.4 Binding Effect; Assignability
	 	 	28	 
	SECTION 10.5 Governing Law
	 	 	29	 
	SECTION 10.6 Costs, Expenses and Taxes
	 	 	29	 
	SECTION 10.7 SUBMISSION TO JURISDICTION
	 	 	29	 
	SECTION 10.8 WAIVER OF JURY TRIAL
	 	 	30	 
	SECTION 10.9 Captions and Cross References; Incorporation by Reference
	 	 	30	 
	SECTION 10.10 Execution in Counterparts
	 	 	30	 
	SECTION 10.11 Acknowledgment and Agreement
	 	 	30	 
	SECTION 10.12 No Proceeding
	 	 	31	 
	SECTION 10.13 Limited Recourse
	 	 	31	 
	SECTION 10.14 Severability
	 	 	31	 





 


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SCHEDULES



	 	 	 
	Schedule I

	 	List of the Originators
	Schedule II

	 	Actions and Proceedings
	Schedule III

	 	State of Organization of the Originators
	Schedule IV

	 	Location of Books and Records of the Originators
	Schedule V

	 	Trade Names






EXHIBITS



	 	 	 
	Exhibit A

	 	Form of Purchase Report
	Exhibit B

	 	Form of Company Note
	Exhibit C

	 	Form of Joinder Agreement





 


iii









 





This PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified
from time to time, this “Agreement”), dated as of November 4, 2011 is entered into between
THE VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (each an “Originator”, and collectively,
the “Originators”), and VWR RECEIVABLES FUNDING, LLC, a Delaware limited liability company
(the “Company”).



BACKGROUND:




1. The Company is a special purpose limited liability company, all of the issued and
outstanding membership interests of which are owned by VWR;



2. The Originators generate Receivables in the ordinary course of their business;



3. The Originators wish to sell Receivables to the Company, and the Company is willing to
purchase Receivables from the Originators, on the terms and subject to the conditions set forth
herein; and



4. The Originators and the Company intend this transaction to be a true sale of Receivables by
the Originators to the Company, providing the Company with the full benefits of ownership of the
Receivables, and the Originators and the Company do not intend the transactions hereunder to be a
loan from the Company to the Originators.



NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein and for other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



DEFINITIONS




Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this
Agreement are defined in Exhibit I to the Receivables Purchase Agreement, dated as of the
date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to
time, the “Receivables Purchase Agreement”), among the Company, as Seller, VWR
International, LLC (individually, “VWR”), as Servicer (in such capacity, the
“Servicer”), the various Conduit Purchasers from time to time party thereto, the various
Related Committed Purchasers from time to time party thereto, the various Purchaser Agents from
time to time party thereto, the various LC Participants from time to time party thereto, and PNC
Bank, National Association, as Administrator and LC Bank. The usage of terms and provisions set
forth in Item 2 of such Exhibit I shall apply hereto as though set forth herein in their entirety.
All references herein to months are to calendar months unless otherwise expressly indicated.


 


 









 





ARTICLE I

AGREEMENT TO PURCHASE AND SELL




SECTION 1.1 Agreement To Purchase and Sell. On the terms and subject to the
conditions set forth in this Agreement, each Originator agrees to sell to the Company, and the
Company agrees to purchase from such Originator, from time to time on or after the Closing Date,
but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such
Originator’s right, title and interest in and to:




(a) each Receivable of such Originator that existed and was owing to such Originator at
the closing of such Originator’s business on August 31, 2011 (the “Cut-off Date”);




(b) each Receivable generated by such Originator after the Cut-off Date to, but
excluding, the Purchase and Sale Termination Date;




(c) all rights to, but not the obligations of, such Originator under all Related
Security with respect to any of the foregoing Receivables;




(d) all monies due or to become due to such Originator with respect to any of the
foregoing;




(e) all books and records of such Originator to the extent related to the Receivables,
together with all rights (but not obligations) of such Originator under the Contracts
relating to the Receivables to which such Originator is a party;




(f) all Collections and other proceeds (as defined in the UCC) of any of the foregoing
that are or were received by such Originator on or after the Cut-off Date, including,
without limitation, all funds which either are received by such Originator, the Company or
the Servicer from or on behalf of the Obligors in payment of any amounts owed (including,
without limitation, invoice price, finance charges, interest and all other charges) in
respect of any of the above Receivables or are applied to such amounts owed by the Obligors
(including, without limitation, any insurance payments that such Originator, the Company or
the Servicer applies in the ordinary course of its business to amounts owed in respect of
any of the above Receivables, and net proceeds of sale or other disposition of repossessed
goods or other collateral or property of the Obligors in respect of any of the above
Receivables or any other parties directly or indirectly liable for payment of such
Receivables); and




(g) all right, title and interest (but not obligations) in and to the Lock-Box
Accounts, into which any Collections or other proceeds (as defined in the UCC) with respect
to such Receivables may be deposited, and any related investment property acquired with any
such Collections or other proceeds.



All purchases and contributions hereunder shall be made without recourse, but shall be made
pursuant to, and in reliance upon, the representations, warranties and covenants of such Originator
set forth in this Agreement and each other Transaction Document. No obligation or liability to any
Obligor on any Receivable is intended to be assumed by the Company hereunder, and any such
assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and
the proceeds and rights described in clauses (c) through (g) (collectively, the
“Related Rights”) is herein called the “Purchase Facility.”


 


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SECTION 1.2 Timing of Purchases.



(a) Closing Date Purchases. Each Originator’s entire right, title and interest in (i)
each Receivable that existed and was owing to such Originator at the Cut-off Date, (ii) all
Receivables created by such Originator after the Cut-off Date, to and including, the Closing Date,
and (iii) all Related Rights with respect thereto automatically shall be deemed to have been sold
or contributed, as applicable, by such Originator to the Company on the Closing Date.



(b) Subsequent Purchases. After the Closing Date, until the Purchase and Sale
Termination Date, each Receivable and the Related Rights generated by each Originator shall be
deemed to have been sold or contributed, as applicable, by such Originator to the Company
immediately (and without further action) upon the creation of such Receivable.



SECTION 1.3 Consideration for Purchases. On the terms and subject to the conditions
set forth in this Agreement, the Company agrees to make Purchase Price payments to the Originators
in accordance with Article III and to reflect all capital contributions in accordance with
Section 3.1 and Section 3.2.



SECTION 1.4 Purchase and Sale Termination Date. The “Purchase and Sale
Termination Date” shall be the earlier to occur of (a) the date the Purchase Facility is
terminated pursuant to Section 8.2 and (b) the Payment Date immediately following the day
on which the Originators shall have given written notice to the Company and the Administrator at or
prior to 10:00 a.m. (New York City time) that the Originators desire to terminate this Agreement.



SECTION 1.5 Intention of the Parties. It is the express intent of each Originator and
the Company that each conveyance by such Originator to the Company pursuant to this Agreement of
any Receivables and Related Rights, including, without limitation, all Receivables, if any,
constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as
a valid and perfected sale and absolute assignment (without recourse except as provided herein) of
such Receivables and Related Rights by such Originator to the Company (rather than the grant of a
security interest to secure a debt or other obligation of such Originator) and that the right,
title and interest in and to such Receivables and Related Rights conveyed to the Company be prior
to the rights of and enforceable against all other Persons at any time, including, without
limitation, lien creditors, secured lenders, purchasers and any Person claiming through such
Originator. The parties acknowledge that certain terms used under Article 9 of the UCC as enacted
in the
State of New York and any other applicable jurisdiction (without distinguishing the applicable
jurisdiction, “Article 9”) for secured loan transactions also apply to outright sales of
receivables, including “debtor,” “secured party,” and “security interest,” which applies to the
buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will
apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and
such use does not affect the nature of the outright sale of the Receivables by the Originators to
the Company. Thus, under the Article 9 drafting convention, the outright sale of the Receivables
may be described as a transaction by which the Originators have granted to the Company a security
interest in, among other things, the Receivables. However, if, contrary to the mutual intent of
the parties, any conveyance of Receivables and Related Rights, including,


 


- 3 -









 






without limitation, any
Receivables constituting “accounts” or “general intangibles” (as defined in the UCC) hereunder
shall be characterized as a secured loan and not a sale or such sale shall for any reason be
ineffective or unenforceable, then, it is the intent of such Originator and the Company that (i)
this Agreement also shall be deemed to be, and hereby is, a security agreement within the meaning
of the UCC; and (ii) such Originator shall be deemed to have granted to the Company as of the date
of this Agreement, and such Originator hereby grants to the Company, a security interest in, to and
under, all of such Originator’s right, title and interest in and to the Receivables and the Related
Rights transferred or purported to be transferred hereunder, whether now existing or hereafter
created by such Originator.



ARTICLE II

PURCHASE REPORT; CALCULATION OF PURCHASE PRICE




SECTION 2.1 Purchase Report. On the Closing Date and (i) on the 20th day (or, in each
case, if such day is not a Business Day, the following Business Day) of each Fiscal Month
thereafter or (ii) if a Reporting Trigger has occurred and is continuing, on the third Business Day
of each week (each such date, a “Purchase Report Date”), the Company shall cause the
Servicer to deliver to the Company and each Originator a report in substantially the form of
Exhibit A (each such report being herein called a “Purchase Report”) setting forth,
among other things:




(a) the Purchase Price of all Receivables purchased by the Company from each Originator
as of the Cut-Off Date (in the case of the Purchase Report to be delivered on the Closing
Date);




(b) the Purchase Price of all Receivables purchased by the Company from each Originator
during the Fiscal Month or week, as applicable, immediately preceding such Purchase Report
Date (in the case of each subsequent Purchase Report); and




(c) the reductions of the Purchase Price payment for any Receivables as provided in
Section 3.3(b).


 


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SECTION 2.2 Calculation of Purchase Price. The “Purchase Price” to be paid to
each Originator for the Receivables that are purchased hereunder from such Originator shall be (i)
determined in
accordance with the following formula and (ii) subject to the reductions as provided in
Sections 3.3(a) and (b):



	 	 	 	 	 	 	 
	 

	 	PP
	 	=
	 	OB x FMVD
	 
	 	 	 	 	 	 
	 

	 	where:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	PP
	 	=
	 	Purchase Price for each Receivable as calculated on the
relevant Payment Date (or, for the Closing Date, on the
Cut-off Date).
	 
	 	 	 	 	 	 
	 

	 	OB
	 	=
	 	The Outstanding Balance of such Receivable on the relevant
Payment Date (or, for the Closing Date, on the Cut-Off
Date).
	 
	 	 	 	 	 	 
	 

	 	FMVD
	 	=
	 	Fair Market Value Discount, as measured on such Payment
Date, which is equal to the quotient (expressed as
percentage) of (a) one divided by (b) the sum of (i) one,
plus (ii) the product of (A) the Prime Rate (calculated as
of the last Business Day of the Fiscal Month or week, as
applicable, preceding such Payment Date or, for the
Closing Date, preceding the Cut-Off Date), and (B) a
fraction, the numerator of which is the Days’ Sales
Outstanding (calculated as of the last Business Day of the
Fiscal Month or week, as applicable, preceding such
Payment Date or, for the Closing Date, preceding the
Cut-Off Date) and the denominator of which is 365.






ARTICLE III

PAYMENT OF PURCHASE PRICE




SECTION 3.1 Initial Purchase Price Payment.



(a) [Reserved].



(b) On the terms and subject to the conditions set forth in this Agreement, the Company agrees
to pay to each Originator the Purchase Price for the purchase to be made from such Originator on
the Closing Date partially in cash (in an amount to be agreed between the Company and such
Originator and set forth in the initial Purchase Report) and partially by issuing a promissory note
in the form of Exhibit B to such Originator in an amount to be agreed between the Company
and such Originator and set forth in the initial Purchase Report (each such promissory note, as it
may be amended, supplemented, endorsed or otherwise modified from time to time, together with all
promissory notes issued from time to time in substitution therefor
or renewal thereof in accordance with the Transaction Documents, each being herein called a
“Company Note”), by accepting a contribution to its capital (with respect to Receivables
purchased by the Company from VWR) or by causing the LC Bank to issue one or more Letters of Credit
on terms and subject to the conditions of this Article III and the Receivables Purchase
Agreement, as more fully described below.


 


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SECTION 3.2 Subsequent Purchase Price Payments. On each Payment Date subsequent to
the Closing Date, on the terms and subject to the conditions set forth in this Agreement, the
Company shall pay to each Originator the Purchase Price for the Receivables generated by such
Originator on such Payment Date:




(a) FIRST, in cash to the extent the Company has cash available therefor and
such payment is not prohibited under the Receivables Purchase Agreement;




(b) SECOND, if such Originator has requested a Letter of Credit pursuant to
Section 3.5, by the Company’s obtaining and delivering such Letter of Credit to the
extent of the face amount of such Letter of Credit;




(c) THIRD, (i) to the extent any portion of the Purchase Price remains unpaid,
the principal amount outstanding under the applicable Company Note shall, subject to
subclause (ii) below, be automatically increased by an amount equal to such remaining
Purchase Price in an amount not to exceed the lesser of (A) the remaining unpaid portion of
such Purchase Price and (B) the maximum aggregate amount of borrowings that could be
borrowed under the Company Notes without rendering Company’s Tangible Net Worth less than
the Required Capital Amount; and (ii) to the extent any portion of the Purchase Price
remains unpaid after the allocations in clauses (a) and (b) above, solely in the case of VWR
as Originator, at such Originator’s election (in its sole discretion) by accepting a
contribution to its capital in an amount equal to the remaining unpaid balance of such
Purchase Price.



The Servicer shall make all appropriate record keeping entries with respect to the Company
Notes to reflect the foregoing payments and reductions made pursuant to Section 3.3, and
the Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal
amount of, and accrued interest on, the Company Notes at any time. Each Originator hereby
irrevocably authorizes the Servicer to mark the Company Notes “CANCELLED” and to return the Company
Notes to the Company upon the final payment thereof after the occurrence of the Purchase and Sale
Termination Date.



SECTION 3.3 Settlement as to Specific Receivables and Dilution.



(a) If, (i) on the day of purchase of any Receivable from an Originator hereunder, any of the
representations or warranties set forth in Sections 5.9, 5.19 and 5.21 are
not true with respect to such Receivable or (ii) as a result of any action or inaction (other than
solely as a result of the failure to collect such Receivable due to a discharge in bankruptcy or
similar insolvency proceeding or other credit related reasons with respect to the relevant Obligor)
of an Originator,
on any subsequent day, any of such representations or warranties set forth in Sections
5.9, 5.19 and 5.21 is no longer true with respect to such Receivable, then the
Purchase Price with respect to such Receivable shall be reduced by an amount equal to the
Outstanding Balance of such Receivable and shall be accounted to such Originator as provided in
clause (c) below; provided, that if the Company thereafter receives payment on
account of Collections due with respect to such Receivable, the Company promptly shall deliver such
funds to such Originator.


 


- 6 -









 





(b) If, on any day, the Outstanding Balance of any Receivable purchased or contributed
hereunder is reduced or adjusted as a result of any defective, rejected, returned, repossessed or
foreclosed goods or services, or any revision, cancellation, allowance, rebate, discount or other
adjustment made by any Originator or the Servicer or any setoff or dispute between such Originator
or the Servicer and an Obligor as indicated on the books of the Company (or, for periods prior to
the Closing Date, the books of such Originator), or as a result of any tariff or other governmental
or regulatory action, then the Purchase Price with respect to such Receivable shall be reduced by
the amount of such net reduction and shall be accounted to such Originator as provided in
clause (c) below.



(c) Any reduction in the Purchase Price of any Receivable pursuant to clause (a) or
(b) above shall be applied as a credit for the account of the Company against the Purchase
Price of Receivables subsequently purchased by the Company from such Originator hereunder;
provided, however if there have been no purchases of Receivables from such
Originator (or insufficiently large purchases of Receivables) to create a Purchase Price sufficient
to so apply such credit against, the amount of such credit:




(i) to the extent of any outstanding principal amount under the Company Note payable to
such Originator, shall be deemed to be a payment under, and shall be deducted from the
principal amount outstanding under, the Company Note payable to such Originator; and




(ii) after making any deduction pursuant to clause (i) above, shall be paid in
cash to the Company by such Originator; provided, that at any time (y) when a
Termination Event or an Unmatured Termination Event exists under the Receivables Purchase
Agreement or (z) on or after the Purchase and Sale Termination Date, the amount of any such
credit shall be paid by such Originator to the Company by deposit in immediately available
funds into a Lock-Box Account for application by the Servicer to the same extent as if
Collections of the applicable Receivable in such amount had actually been received on such
date.



SECTION 3.4 Reconveyance of Receivables. In the event that an Originator has paid to
the Company the full Outstanding Balance of any Receivable pursuant to Section 3.3, the
Company shall reconvey such Receivable to such Originator, without representation or warranty, but
free and clear of all liens, security interests, charges, and encumbrances created by the Company.



SECTION 3.5 Letters of Credit. (a) Upon the request of any Originator and in
accordance with Section 3.1, and subject to the terms and conditions for issuing Letters of
Credit under the Receivables Purchase Agreement
(including any limitations therein on the amount of any such issuance), the Company agrees to
cause the LC Bank to issue, on the Payment Dates specified by such Originator, Letters of Credit on
behalf of the Company (and, if applicable, on behalf of, or for the account of, any Originator in
favor of such beneficiaries as such Originator may elect). The aggregate face amount of the
Letters of Credit being issued on any Payment Date shall constitute a credit against the aggregate
Purchase Price otherwise payable by the Company on such Payment Date pursuant to Section
3.2. To the extent that the aggregate face amount of the Letters of Credit being issued on any
Payment Date exceeds


 


- 7 -









 






the aggregate Purchase Price payable by the Company on such Payment Date, such
excess shall be deemed to be a reduction in the outstanding principal amount of (and, to the extent
necessary, the accrued but unpaid interest on) the applicable Company Note. The aggregate face
amount of Letters of Credit to be issued on any Payment Date cannot exceed the sum of the aggregate
Purchase Price payable on such Payment Date plus the aggregate outstanding principal amount
of and accrued but unpaid interest on the Company Notes on such Payment Date. In the event that
any Letter of Credit issued (i) expires or is cancelled or otherwise terminated with all or any
portion of its face amount undrawn, (ii) has its face amount decreased (for a reason other than a
drawing having been made thereunder) or (iii) the Company’s Reimbursement Obligation in respect
thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing
thereunder, then an amount equal to such undrawn amount or such reduction, as the case may be,
shall either be paid in cash to such Originator on the next Payment Date or, if the Company does
not then have cash available therefor, shall be deemed to be added to the outstanding principal
amount of the Company Note issued to such Originator. Under no circumstances shall any Originator
(and no Affiliate thereof (other than the Company)) have any reimbursement or recourse obligations
in respect of any Letter of Credit.



(b) In the event that an Originator requests a Letter of Credit hereunder, such Originator
shall on a timely basis provide the Company with such information as is necessary for the Company
to obtain such Letter of Credit from the LC Bank.



(c) Each Originator agrees to be bound by the terms of each Letter of Credit Application
referenced in the Receivables Purchase Agreement and by the LC Bank’s interpretations of any Letter
of Credit issued for the Company and by the LC Bank’s written regulations and customary practices
relating to letters of credit.



(d) Each Originator appoints the Servicer as its agent (on which appointment the Company, the
Purchaser Agents, the Administrator, the LC Bank, the LC Participants and the Purchasers may rely
until such Originator provides contrary written notice to all of such Persons) to act on such
Originator’s behalf to take all actions and to make all decisions in respect of the issuance,
amendment and administration of the Letters of Credit, including requests for the issuance and
extension of Letters of Credit and the allocation of the face amounts of Letters of Credit against
the Purchase Price owed to particular Originators and against Company Notes issued to particular
Originators. In the event that the Servicer requests a Letter of Credit hereunder, the Servicer
shall on a timely basis provide the Company with such information as is necessary for the Company
to obtain such Letter of Credit from the LC Bank, and shall notify the relevant Originators, the
Company and the Administrator of the allocations described in the
preceding sentence. Such allocations shall be binding on the Company and each Originator, absent
manifest error.


 


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ARTICLE IV

CONDITIONS OF PURCHASES




SECTION 4.1 Conditions Precedent to Initial Purchase. The initial purchase hereunder
is subject to the condition precedent that the Company and the Administrator (as the Company’s
assignee) shall have received, on or before the Closing Date, the following, each (unless otherwise
indicated) dated the Closing Date, and each in form and substance reasonably satisfactory to the
Company and the Administrator (as the Company’s assignee):




(a) A copy of the resolutions of the board of directors or managers of each Originator
approving the Transaction Documents to be executed and delivered by it and the transactions
contemplated thereby, certified by the Secretary or Assistant Secretary of such Originator;




(b) Good standing certificates for each Originator issued as of a recent date
reasonably acceptable to the Company and the Administrator (as the Company’s assignee) by
the Secretary of State of the jurisdiction of such Originator’s organization and each
jurisdiction where such Originator conducts a material portion of its business;




(c) A certificate of the Secretary or Assistant Secretary of each Originator certifying
the names and true signatures of the officers authorized on such Person’s behalf to sign the
Transaction Documents to be executed and delivered by it (on which certificate the Servicer,
the Company and the Administrator (as the Company’s assignee) may conclusively rely until
such time as the Servicer, the Company and the Administrator (as the Company’s assignee)
shall receive from such Person a revised certificate meeting the requirements of this
clause (c));




(d) The certificate or articles of incorporation, certificate of formation or other
organizational document of each Originator duly certified by the Secretary of State of the
jurisdiction of such Originator’s organization as of a recent date, together with a copy of
the by-laws or limited liability company agreement of such Originator, each duly certified
by the Secretary or an Assistant Secretary of such Originator;




(e) Forms of financing statements (Form UCC-1) that name each Originator as the
debtor/seller and the Company as the buyer/assignor (and the Administrator, for the benefit
of the Purchasers, as secured party/assignee) of the Receivables sold by such Originator as
may be necessary or, in the Company’s or the Administrator’s reasonable opinion, desirable
under the UCC of all appropriate jurisdictions to perfect the Company’s ownership interest
in all Receivables and Related Rights (including, without limitation, Related Security) in
which an ownership or security interest has been assigned to the Company hereunder;




(f) Written search results listing all effective financing statements that name the
Originators as debtors or sellers and that are filed in each Originator’s jurisdiction of
organization, together with copies of such financing statements (none of which, except for
those described in the foregoing clause (e) (and/or released or terminated, as the
case may be, on or prior to the Closing Date), shall cover any Receivable or any Related
Rights which are to be sold or contributed to the Company hereunder), and tax and judgment
lien search results showing no evidence of such liens filed against any Originator;


 


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(g) A favorable opinion of Kirkland & Ellis LLP, counsel to the Originators, in form
and substance reasonably satisfactory to the Company and the Administrator (as the Company’s
assignee);




(h) A Company Note in favor of each Originator, duly executed by the Company;




(i) Evidence of the execution and delivery by each Originator and the Company of each
of the other Transaction Documents to be executed and delivered in connection herewith; and



SECTION 4.2 Certification as to Representations and Warranties. Each Originator, by
accepting the Purchase Price related to each purchase of Receivables generated by such Originator,
shall be deemed to have certified that the representations and warranties of such Originator
contained in Article V, as from time to time amended in accordance with the terms hereof,
are true and correct in all material respects (unless such representation or warranty contains a
material qualification and, in such case, such representation or warranty shall be true and correct
as made) on and as of such day, with the same effect as though made on and as of such day (except
for representations and warranties which apply to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects (unless such
representation or warranty contains a material qualification and, in such case, such representation
or warranty shall be true and correct as made) as of such earlier date).



SECTION 4.3 Additional Originators. (a) Additional Persons may be added as
Originators hereunder, with the prior written consent of the Company, the Administrator and each
Purchaser (such consent not to be unreasonably withheld or delayed); provided that the
following conditions are satisfied on or before the date of such addition:




(i) the Servicer shall have given the Company, the Administrator and each Purchaser at
least thirty (30) days’ prior written notice of such proposed addition and the identity of
the proposed additional Originator and shall have provided such other information with
respect to such proposed additional Originator as the Company, the Administrator or any
Purchaser may reasonably request;




(ii) such proposed additional Originator shall have executed and delivered to the
Company, the Administrator and each Purchaser an agreement substantially in the form
attached hereto as Exhibit C (a “Joinder Agreement”);




(iii) such proposed additional Originator shall have delivered to the Company and the
Administrator (as the Company’s assignee) each of the documents with respect to such
Originator described in Section 4.1, in each case in form and substance reasonably
satisfactory to the Company and the Administrator (as the Company’s assignee);




(iv) VWR shall have delivered a performance guaranty in favor of the Administrator
regarding the performance of such additional Originator, in form and substance
substantially in the form executed by VWR on the Closing Date; and


 


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(v) no Purchase and Sale Termination Date shall have occurred and be continuing.



(b) Notwithstanding any other provision herein to the contrary (including, without limitation,
Section 4.3(a)), the Company may designate any additional Person as an Originator hereunder as a
“Restricted Originator”; provided that the following conditions are satisfied on or before
the date of such addition:




(i) such proposed Restricted Originator shall have executed and delivered to the
Company, the Administrator and each Purchaser an agreement substantially in the form
attached hereto as Exhibit C (a “Joinder Agreement”);




(ii) such proposed Restricted Originator shall have delivered to the Company and the
Administrator (as the Company’s assignee) each of the documents with respect to such
Originator described in Section 4.1, in each case in form and substance reasonably
satisfactory to the Company and the Administrator (as the Company’s assignee);




(iii) VWR shall have delivered a performance guaranty in favor of the Administrator
regarding the performance of such Restricted Originator, in form and substance
substantially in the form executed by VWR on the Closing Date;




(iv) no Purchase and Sale Termination Date shall have occurred and be continuing; and




(v) the Receivables to be sold by such proposed Restricted Originator shall be subject
to the limitations set forth in clause (q) of the definition of “Eligible Receivables.”



The Administrator may, by written notice to the Company, designate any such “Restricted
Originator” as an “Originator” as if it had originally been added as an Originator pursuant to
Section 4.3(a).



ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS




In order to induce the Company to enter into this Agreement and to make purchases hereunder,
each Originator hereby makes with respect to itself the representations and warranties set forth in
this Article V. In addition, the Company makes the representations and warranties set
forth in Section 5.16.



SECTION 5.1 Existence and Power. Such Originator is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, and has all power and
authority and all governmental licenses, authorizations, consents and approvals required to carry
on its business in each jurisdiction in which its business is conducted unless the failure to have
such power, authority, licenses, authorizations, consents or approvals would not reasonably be
expected to have a Material Adverse Effect.


 


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SECTION 5.2 Company and Governmental Authorization, Contravention. The execution,
delivery and performance by such Originator of this Agreement and each other Transaction Document
to which it is a party: (i) are within such Originator’s organizational powers, (ii) have been duly
authorized by all necessary organizational action, (iii) require no authorization, approval or
other action by or in respect of, and no notice to or filing with (other than the filing of the UCC
financing statements and continuation statements contemplated hereunder, disclosures and filings
under applicable securities laws, any authorizations, approvals or other actions made or obtained
on or prior to the date hereof), any Governmental Authority or other Person, and (iv) do not (A)
contravene, or constitute a default under, any provision of (1) applicable law or regulation, (2)
the organizational documents of such Originator or (3) any material agreement, judgment, writ,
injunction, order, award, decree or other instrument binding upon such Originator or its property
except as would not be reasonably expected to result in a Material Adverse Effect or (B) result in
the creation or imposition of any lien (other than liens in favor of the Company and the
Administrator under the Transaction Documents) on assets of such Originator or any of its
Subsidiaries. This Agreement and the other Transaction Documents to which it is a party have been
duly executed and delivered by such Originator.



SECTION 5.3 Binding Effect of Agreement. This Agreement and each of the other
Transaction Documents to which it is a party constitute the legal, valid and binding obligations of
such Originator enforceable against such Originator in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors’ rights generally and by general principles of
equity, regardless of whether enforceability is considered in a proceeding in equity or at law.



SECTION 5.4 Accuracy of Information. All written information (other than projections,
forward looking statements, budgets, estimates and general market data) heretofore furnished by
such Originator
to the Company or the Administrator pursuant to or in connection with this Agreement or any
other Transaction Document or any transaction contemplated hereby or thereby is, and all such
information hereafter furnished by such Originator to the Company or the Administrator in writing
pursuant to this Agreement or any other Transaction Document will be, true and accurate in all
material respects on the date such information is stated or certified (when taken as a whole and as
modified or supplemented by other information provided or publicly available in periodic and other
reports, proxy statements and other materials filed by such Originator or its Affiliates with the
Securities and Exchange Commission) and will not contain any material misstatement of fact or omit
to state a material fact necessary to make the statements contained therein, in the light of the
circumstances in which they were made not materially misleading (when taken as a whole and as
modified or supplemented by other information provided or publicly available in periodic and other
reports, proxy statements and other materials filed by such Originator or its Affiliates with the
Securities and Exchange Commission).



SECTION 5.5 Actions, Suits or Proceedings. Except as set forth in Schedule II
or as otherwise disclosed in its publicly available SEC filings, there are no actions, suits or
proceedings pending or, to the best of such Originator’s knowledge, threatened against such
Originator or its properties, in or before any court, arbitrator or governmental body, which are
reasonably likely to be adversely determined and would reasonably be expected to have a Material
Adverse Effect upon the ability of such Originator to perform its obligations under this Agreement
or any other Transaction Document to which it is a party.


 


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SECTION 5.6 No Material Adverse Effect, Unmatured Purchase and Sale Termination Event or
Purchase and Sale Termination Event. Since June 30, 2011, there has been no Material Adverse
Effect with respect to such Originator. No event has occurred and is continuing or would be
reasonably likely to result from a sale or contribution of Receivables or the application of the
proceeds therefrom, that constitutes an Unmatured Purchase and Sale Termination Event or a Purchase
and Sale Termination Event.



SECTION 5.7 Names and Location. Except as described in Schedule V, such
Originator has not used any corporate or company names, trade names or assumed names since the date
occurring five calendar years prior to the Closing Date other than its name set forth on the
signature pages of this Agreement. As of the date hereof, such Originator is “located” (as defined
in the UCC) in the jurisdiction set forth on Schedule III hereto, and such location has not
been changed for at least four months before the Closing Date. The offices where the Originator
keeps all records concerning the Receivables are located at the addresses set forth on Schedule
IV hereto or such other locations of which the Company and the Administrator (as the Company’s
assignee) have been given written notice in accordance with the terms hereof.



SECTION 5.8 Bulk Sales, Margin Regulations, No Fraudulent Conveyance. No transaction
contemplated hereby requires compliance with or will become subject to
avoidance under any bulk sales act or similar law. The Originator is not engaged in the
business of extending credit for the purpose of purchasing or carrying any margin stock (within the
meaning of Regulations T, U and X, as issued by the Federal Reserve Board), and no funds obtained
by the Originator hereunder will be used to purchase or carry any margin stock or to extend credit
to others for the purpose of purchasing or carrying any margin stock. No purchase hereunder
constitutes a fraudulent transfer or conveyance under any United States federal or applicable state
bankruptcy or insolvency laws or is otherwise void or voidable under such or similar laws or
principles or for any other reason.



SECTION 5.9 Nature of Receivables. Each Receivable sold hereunder by such Originator
and included in the calculation of Net Receivables Pool Balance as an Eligible Receivable is, on
the date of such calculation, an Eligible Receivable.



SECTION 5.10 Credit and Collection Policy. Such Originator has complied in all
material respects with its Credit and Collection Policy in regard to each Receivable sold or
conveyed by it hereunder and the related Contract.



SECTION 5.11 Investment Company. Such Originator is not an “investment company,” or a
company “controlled” by an “investment company” within the meaning of the Investment Company Act of
1940, as amended.



SECTION 5.12 Compliance with Transaction Documents. Such Originator has complied in
all material respects with all of the terms, covenants and agreements contained in this Agreement
and the other Transaction Documents to which it is a party and that are applicable to it.


 


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SECTION 5.13 Taxes. Such Originator has filed or caused to be filed all U.S. federal
income tax returns and all other material returns, statements, forms and reports for taxes,
domestic or foreign, required to be filed by it and has paid or has made adequate provision for
payment of, all taxes payable by it which have become due or any assessments made against it or any
of its property and all other material taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority other than, in each case (a) any taxes or assessments that
are being contested in good faith and by appropriate proceedings diligently conducted, and for
which adequate reserves have been set aside in accordance with GAAP, or (b) to the extent that the
failure to do so would not reasonably be expected to result in a Material Adverse Effect.



SECTION 5.14 Compliance with Applicable Laws. Such Originator is in compliance with
the requirements of all applicable laws, rules, regulations and orders of all Governmental
Authorities except to the extent that the failure to comply could not be reasonably expected to
have a Material Adverse Effect. In addition, no Receivable sold or conveyed hereunder
contravenes any laws, rules or regulations applicable thereto or to such Originator except to
the extent that such contravention would not be reasonably expected to have a Material Adverse
Effect.



SECTION 5.15 Ordinary Course of Business. If (but only to the extent that) the
conveyance of any property described herein is not characterized by a court or other governmental
authority as a sale, each remittance of Collections by an Originator to the Company hereunder will
have been (i) in payment of a debt incurred by such Originator in the ordinary course of business
or financial affairs of such Originator and the Company and (ii) made in the ordinary course of
business or financial affairs of such Originator and the Company.



SECTION 5.16 Financial Condition.



(a) The balance sheets of the Parent and its consolidated Subsidiaries at June 30, 2011 and
the related statements of income and retained income for the Fiscal Quarter then ended, copies of
which have been made publicly available fairly present in all material respects the financial
position of the Parent and its consolidated Subsidiaries as of such date and the results of
operations of the Parent and its consolidated Subsidiaries for the period ended on such date, all
in accordance with GAAP.



(b) On the Closing Date, and on the date of each purchase hereunder (both before and after
giving effect to such purchase or contribution), such Originator is Solvent.



SECTION 5.17 Reliance on Separate Legal Identity. Such Originator acknowledges that
each of the Purchasers and the Administrator are entering into the Transaction Documents to which
they are parties in reliance upon the Company’s identity as a legal entity separate from such
Originator.


 


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SECTION 5.18 Perfection. Immediately preceding its sale or conveyance of each
Receivable hereunder, such Originator was the owner of such Receivable sold or purported to be
sold, free and clear of any Adverse Claims (other than any Adverse Claims that will be released in
connection with such sale and other than Permitted Liens), and each such sale hereunder constitutes
a valid sale, transfer and assignment of all of such Originator’s right, title and interest in, to
and under the Receivables sold by it, free and clear of any Adverse Claims (other than Permitted
Liens). On or before the Closing Date and before the generation by such Originator of any new
Receivable to be sold or otherwise conveyed hereunder, all financing statements and other
documents, if any, required to be recorded or filed in order to perfect the Company’s ownership
interest in such Receivable will have been duly filed in each filing office necessary for such
purpose, and all filing fees and taxes, if any, payable in connection with such filings shall have
been paid in full.



SECTION 5.19 Creation of Receivables. Such Originator has complied in all material
respects with its Credit and Collection Policy in the creation of the Receivables sold or otherwise
transferred hereunder.



SECTION 5.20 Good Title. Upon the sale or conveyance of each new Receivable sold or
otherwise conveyed or purported to be conveyed hereunder by such Originator, the Company shall have
a valid and perfected first priority ownership interest in each Receivable sold or contributed to
it hereunder by such Originator, free and clear of any Adverse Claim (subject to any Permitted
Liens and any liens created or otherwise permitted by the Transaction Documents).



SECTION 5.21 Enforceability of Contracts. Each Contract related to any Receivable
sold or contributed by such Originator hereunder is effective to create, and has created, a legal,
valid and binding obligation of the related Obligor to pay the Outstanding Balance of such
Receivable, enforceable against the Obligor in accordance with its terms except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating
to or limiting creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law), without being subject to any
defense, deduction, offset or counterclaim and such Originator has fully performed its obligations
under such Contract (other than warranties and other obligations that survive the delivery of the
related property).



SECTION 5.22 Reaffirmation of Representations and Warranties by each Originator. On
each day that a new Receivable is created, and when sold or contributed to the Company hereunder,
such Originator shall be deemed to have certified that all representations and warranties set forth
in this Article V are true and correct on and as of such day (except for representations
and warranties which apply as to an earlier date (in which case such representations and warranties
shall be true and correct as of such earlier date)).


 


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ARTICLE VI

COVENANTS OF THE ORIGINATORS




SECTION 6.1 Affirmative Covenants. At all times from the date hereof until the latest
of (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect
of the Purchased Interest shall be outstanding and an amount equal to 100% of the LC Participation
Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired or
been cancelled, and (iii) the date all amounts owed by the Seller under the Receivables Purchase
Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party
or Affected Person shall be paid in full (other than indemnities and reimbursements that expressly
survive the termination of the Receivables Purchase Agreement), each Originator will, unless the
Administrator and the Company shall otherwise consent in writing, perform the following:




(a) Conduct Business. Such Originator will carry on and conduct its business
in substantially the same manner in substantially the same fields of enterprise as it is
presently conducted and will do all things reasonably necessary to remain duly organized,
validly existing and in good standing as an entity in its jurisdiction of organization and
maintain all requisite authority to conduct its business in each jurisdiction in which its
business is conducted if the failure to have such authority could reasonably be expected to
have a Material Adverse Effect.




(b) Compliance with Laws. Such Originator will comply with all laws, rules,
regulations, order, writs, judgments, injunctions, decrees or awards to which it may be
subject if the failure to comply could reasonably be expected to have a Material Adverse
Effect.




(c) Furnishing of Information and Inspection of Records. Such Originator will
furnish to the Company and the Administrator from time to time such information with respect
to the Receivables as such Person may reasonably request (other than (i) information
restricted by a customary third party confidentiality agreement and (ii) other information
(x) in respect of which disclosure to the Administrator, the Company or any Purchaser (or
their respective representatives or contractors)) is prohibited by applicable law or (y)
that is subject to attorney client or similar privilege or constitutes attorney
work-product). Such Originator will, at such Originator’s expense, at any time during
regular business hours with reasonable prior written notice from the Company or the
Administrator (i) permit the Company or the Administrator, or their respective agents or
representatives, (A) to examine and make copies of and abstracts from all books and records
relating to the Receivables and Related Rights and (B) to visit the offices and properties
of such Originator for the purpose of examining such books and records, and to discuss
matters relating to the Receivables, the Related Rights or such Originator’s performance
hereunder or under the other Transaction Documents to which it is a party with any of the
officers or employees of such Originator (provided that representatives of such
Originator are present during such discussions) having knowledge of such matters (each such
visit, an “Originator Review”); provided, that so long as no Termination
Event or Purchase and Sale Termination Event (other than a Purchase and Sale Termination
Event occurring solely as a result of the occurrence of an event described in clause (a),
(c), (d) or (e) of the definition of Facility Termination Date) has occurred and is
continuing, such examinations and visits shall not exceed one (1) per year (without
duplication with respect to audits of the Company under the Receivables Purchase Agreement),
and


 


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 (ii) without limiting the provisions of clause (i) above, from time to
time during regular business hours, at such Originator’s expense, upon reasonable prior written
notice from the Company or the Administrator, permit certified public accountants or other
auditors reasonably acceptable to the Administrator to conduct a review of its books and
records with respect to the Receivables; provided, that so long as no Termination
Event or Purchase and Sale Termination Event (other than a Purchase and Sale Termination
Event occurring solely as a result of the occurrence of an event described in clause (a),
(c), (d) or (e) of the definition of Facility Termination Date) has occurred and is
continuing, such Originator shall be required to reimburse the Company and/or the
Administrator for only one (1) such audit per year. For the avoidance of doubt,
the Administrator may require examinations and audits in addition to the examinations
and audits specified in clause (i) and clause (ii) above in accordance with
the terms of such clauses, but the expense of any such additional examination or audit shall
be borne by the Administrator and not the Originator.




(d) Keeping of Records and Books. Such Originator will maintain, implement and
keep (i) administrative and operating procedures (including an ability to recreate records
evidencing Receivables and related Contracts if originals are destroyed) and (ii) all
documents, books, records, computer tapes, disks and other information reasonably necessary
or advisable for collection of the Receivables originated by such Originator (including
records adequate to permit the daily identification of each new such Receivable and all
Collections of, and adjustments to, each existing such Receivable). Such Originator will
give the Company and the Administrator prior notice of any change in such administrative and
operating procedures that causes them to be materially different from the procedures of such
Originator as of the Closing Date.




(e) Performance and Compliance with Receivables and Contracts and Credit and
Collection Policy. Such Originator shall, at its expense, timely and fully perform and
comply with all material provisions, covenants and other promises required to be observed by
it under all Contracts related to the Receivables and timely and fully comply in all
material respects with the Credit and Collection Policy with regard to each Receivable and
the related Contract.




(f) [Reserved].




(g) Location and Location of Records. Such Originator will remain “located”
(as defined in the UCC) at the location referred to in Schedule III, and the offices
where it keeps its records concerning or related to Receivables at the address(es) referred
to in Schedule IV, or, upon thirty (30) days’ prior written notice to the Company
and the Administrator (as the Company’s assignee), at such other locations or addresses
where all actions required by Section 7.3 shall have been taken and completed.




(h) Post Office Boxes. On or prior to the date hereof, deliver to the Servicer
(on behalf of the Company) a certificate from an authorized officer of such Originator to
the effect that (i) the names of the renter of all post office boxes into which such
Originator has or will direct Obligors to send Collections have been changed to the name of
the Company (unless such post office boxes are in the name of the relevant Lock-Box Banks)
and (ii) all relevant postmasters have been notified that each of the Servicer and the
Administrator are authorized to collect mail delivered to such post office boxes (unless
such post office boxes are in the name of the relevant Lock-Box Banks).


 


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(i) Additional Originators. If such Originator was added as a Restricted
Originator hereunder pursuant to Section 4.3(b), the eligibility criteria set forth
in clause (q) of the definition of Eligible Receivable shall apply to the Receivables of
such Originator.




(j) Report Legends. On and after the earlier to occur of (i) June 30, 2012,
and (ii) the date on which such Originator has completed the conversion of its electronic
receivable processing systems to the SAP platform, each Originator shall take all steps
reasonably necessary to ensure that there shall be placed on summary master data processing
reports the following legend (or the substantive equivalent thereof): “THE RECEIVABLES
DESCRIBED HEREIN HAVE BEEN SOLD TO VWR RECEIVABLES FUNDING, LLC PURSUANT TO A PURCHASE AND
SALE AGREEMENT, DATED AS OF NOVEMBER 4, 2011, AMONG THE ORIGINATORS NAMED THEREIN AND VWR
RECEIVABLES FUNDING, LLC; AND AN INTEREST IN THE RECEIVABLES DESCRIBED HEREIN HAS BEEN
GRANTED TO PNC BANK, NATIONAL ASSOCIATION, FOR THE BENEFIT OF THE PURCHASERS UNDER THE
RECEIVABLES PURCHASE AGREEMENT, DATED AS OF NOVEMBER 4, 2011, AMONG VWR RECEIVABLES FUNDING,
LLC, VWR INTERNATIONAL, LLC, AS SERVICER, THE VARIOUS PURCHASERS AND PURCHASING AGENTS FROM
TIME TO TIME PARTY THERETO AND PNC BANK, NATIONAL ASSOCIATION, AS ADMINISTRATOR AND LC
BANK.”



SECTION 6.2 Reporting Requirements. At all times from the date hereof until the
latest of (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in
respect of the Purchased Interest shall be outstanding and an amount equal to 100% of the LC
Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have
expired or been cancelled, and (iii) the date all amounts owed by the Seller under the Receivables
Purchase Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other
Indemnified Party or Affected Person shall be paid in full (other than indemnities and
reimbursements that expressly survive the termination of the Receivables Purchase Agreement), each
Originator will, unless the Company and the Administrator shall otherwise consent in writing,
furnish to the Company and the Administrator:




(a) Purchase and Sale Termination Events. As soon as reasonably possible, and
in any event within three (3) Business Days after an Originator becomes aware of the
occurrence of a Purchase and Sale Termination Event or Unmatured Purchase and Sale
Termination Event, a written statement of an appropriate responsible officer of such
Originator describing such Purchase and Sale Termination Event or Unmatured Purchase and
Sale Termination Event and the action that such Originator proposes to take with respect
thereto, in each case in reasonable detail;




(b) Proceedings. As soon as reasonably possible and in any event within three
(3) Business Days after such Originator becomes aware thereof, written notice of litigation,
investigation or proceeding of the type described in Section 5.5 not previously
disclosed to the Company and the Administrator which is reasonably likely to be adversely
determined and could reasonably be expected to have a Material Adverse Effect; and


 


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(c) Other. Promptly, from time to time, such other information, documents,
records or reports respecting the Receivables or the conditions or operations,
financial or otherwise, of such Originator as the Company or the Administrator may from
time to time reasonably request in order to protect the interests of the Company, the
Purchasers, or the Administrator under or as contemplated by the Transaction Documents
(other than (i) information restricted by a customary third party confidentiality agreement
and (ii) other information (x) in respect of which disclosure to the Administrator, the
Company or any Purchaser (or their respective representatives or contractors) is prohibited
by applicable law or (y) that is subject to attorney client or similar privilege or
constitutes attorney work-product).



SECTION 6.3 Negative Covenants. At all times from the date hereof until the latest of
(i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of
the Purchased Interest shall be outstanding and an amount equal to 100% of the LC Participation
Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired or
been cancelled, and (iii) the date all amounts owed by the Seller under the Receivables Purchase
Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party
or Affected Person shall be paid in full (other than indemnities and reimbursements that expressly
survive the termination of the Receivables Purchase Agreement), each Originator agrees that, unless
the Company and the Administrator shall otherwise consent in writing, it shall not:




(a) Sales, Liens, Etc. Except as otherwise provided herein or in any other
Transaction Document, sell, assign (by operation of law or otherwise) or otherwise dispose
of, or create or suffer to exist any Adverse Claim upon (including, without limitations the
filing of any financing statement) or with respect to, any Receivable sold, or otherwise
conveyed or purported to be sold, or otherwise conveyed hereunder or the related Contract or
Related Security, or any interest therein, or any Collections thereon, or assign any right
to receive income in respect thereof (other than Permitted Liens and claims created by the
Transaction Documents).




(b) Extension or Amendment of Receivables. Except as otherwise permitted of
the Servicer in Section 4.2(a) of the Receivables Purchase Agreement, extend, amend
or otherwise modify the terms of any Receivable in any material respect generated by it that
is sold, or otherwise conveyed hereunder, or amend, modify or waive, in any material
respect, the provisions of any Contract related thereto other than in accordance with its
Credit and Collection Policy.




(c) Change in Business or Credit and Collection Policy. (i) Make any material
change in the character of its business, which change would materially and adversely impair
the collectability of the Receivables, taken as a whole, or (ii) make any change in its
Credit and Collection Policy that could reasonably be expected to materially and adversely
affect the collectability of the Receivables, taken as a whole, the credit quality of the
Receivables, taken as a whole, the enforceability of the related Contracts, taken as a
whole, or its ability to perform its obligations under the Contracts, taken as a whole, or
the Transaction Documents, in the case of either clause (i) or (ii) above,
without the prior written consent of the Company and the Administrator.


 


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(d) Receivables Not to be Evidenced by Promissory Notes or Chattel Paper.
Except as otherwise provided in the Receivables Purchase Agreement in regard to servicing,
take any action to cause or permit any Receivable generated by it that is sold or
contributed by it hereunder to become evidenced by any “instrument” or “chattel paper” (as
defined in the UCC).




(e) Mergers, Acquisitions, Sales, etc. (i) Be a party to any merger,
consolidation or other restructuring, except (1)(X) a merger of a Subsidiary or other Person
into the Originator or a wholly-owned Subsidiary of the Originator (provided that in
any merger involving the Originator, the Originator is the surviving entity), or (Y) a
Person into VWR (provided that VWR is the surviving entity and that such merger shall not
have a Material Adverse Effect), or (2) a merger, consolidation or other restructuring where
the Company and the Administrator have each (A) received thirty (30) days’ prior notice
thereof, (B) consented in writing thereto, (C) received executed copies of all documents,
certificates and opinions (including, without limitation, opinions relating to bankruptcy
and UCC matters) as the Company and the Administrator shall reasonably request, and (D) been
satisfied that all other action to perfect and protect the interests of the Company and the
Administrator, on behalf of the Purchasers, in and to the Receivables to be contributed or
sold by such Originator hereunder and other Related Rights, as reasonably requested by the
Company and the Administrator shall have been taken by, and at the expense of such
Originator (including the filing of any UCC financing statements, the receipt of
certificates and other requested documents from public officials and all such other actions
required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer,
assign, convey or lease (A) whether in one or a series of transactions, all or substantially
all of its assets or (B) any Receivables or any interest therein (other than pursuant to
this Agreement).




(f) Lock-Box Banks. Make any changes in its instructions, as described in
Section 7.2(a), to Obligors regarding Collections on Receivables sold, or otherwise conveyed
by it hereunder or add or terminate any bank as a Lock-Box Bank unless the requirements of
Section 1(f) of Exhibit IV to the Receivables Purchase Agreement have been
met.




(g) Accounting for Purchases. Account for or treat (whether in financial
statements or otherwise, but other than with respect to tax returns, to the extent required
by applicable tax laws) the transactions contemplated hereby in any manner other than as
sales or contributions of the Receivables and Related Rights by such Originator to the
Company except to the extent that such transactions are not recognized on account of
consolidated financial reporting in accordance with generally accepted accounting
principles.


 


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SECTION 6.4 Substantive Consolidation. Each Originator hereby acknowledges that this
Agreement and the other Transaction Documents are being entered into in reliance upon the Company’s
identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and
after the date hereof, each Originator shall take all reasonable steps necessary to make it
apparent to third
Persons that the Company is an entity with assets and liabilities distinct from those of such
Originator or its Affiliates, and is not a division of such Originator or its Affiliates. Without
limiting the generality of the foregoing and in addition to and consistent with the other covenants
set forth herein, such Originator shall take such actions as shall be required in order that:




(a) such Originator shall maintain separate corporate records and books of account from
the Company and otherwise will observe corporate formalities;




(b) the financial statements and books and records of such Originator shall be prepared
after the date of creation of the Company to reflect and shall reflect the separate
existence of the Company; provided, that the Company’s assets and liabilities may be
included in a consolidated financial statement issued by an Affiliate of the Company;
provided, however, that any such consolidated financial statement or the
notes thereto shall make clear that the Company’s assets are not available to satisfy the
obligations of such Affiliate;




(c) except as contemplated hereby or permitted by the Receivables Purchase Agreement,
(i) such Originator shall maintain its assets (including, without limitation, deposit
accounts) separately from the assets (including, without limitation, deposit accounts) of
the Company and (ii) the Company’s assets, and records relating thereto, have not been, are
not, and shall not be, commingled with those of any Originator;




(d) such Originator shall not act as an agent for the Company, other than VWR in its
capacity as the Servicer, and in connection therewith, VWR shall present itself to the
public as an agent for the Company and a legal entity separate from the Company;




(e) such Originator shall not conduct any of the business of the Company in its own
name;




(f) such Originator shall not pay any liabilities of the Company out of its own funds
or assets;




(g) except as contemplated by the Transaction Documents, such Originator shall maintain
an arm’s-length relationship with the Company;




(h) such Originator shall not assume or guarantee or become obligated for the debts of
the Company or hold out its credit as being available to satisfy the obligations of the
Company;




(i) such Originator shall not acquire obligations of the Company (other than the
Company Notes);


 


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(j) such Originator shall allocate fairly and reasonably overhead or other expenses
that are properly shared with the Company, including, without limitation, shared office
space;




(k) such Originator shall identify and hold itself out as a separate and distinct
entity from the Company;




(l) such Originator shall correct any known misunderstanding respecting its separate
identity from the Company;




(m) such Originator shall not enter into, or be a party to, any transaction with the
Company, except in the ordinary course of its business and on terms which could be obtained
in a comparable arm’s-length transaction with an unrelated third party; and




(n) such Originator shall not pay the salaries of the Company’s employees, if any.



ARTICLE VII

ADDITIONAL RIGHTS AND OBLIGATIONS

IN RESPECT OF RECEIVABLES




SECTION 7.1 Rights of the Company. Each Originator hereby authorizes the Company and
the Servicer to take any and all steps in such Originator’s name necessary or desirable, in their
respective determination, to collect all amounts due under any and all Receivables sold,
contributed or otherwise conveyed or purported to be conveyed by it hereunder, including, without
limitation, endorsing the name of such Originator on checks and other instruments representing
Collections and enforcing such Receivables and the provisions of the related Contracts that concern
payment and/or enforcement of rights to payment.



SECTION 7.2 Responsibilities of the Originators. Anything herein to the contrary
notwithstanding:



(a) Collection Procedures. Each Originator agrees to direct its respective Obligors
to make payments of Receivables sold, contributed or otherwise conveyed or purported to be conveyed
by it hereunder directly to a post office box related to the relevant Lock-Box Account at a
Lock-Box Bank or directly to a Lock-Box Account. Each Originator further agrees to transfer any
Collections of Receivables sold or conveyed by it hereunder that it receives directly to a Lock-Box
Account within two (2) Business Days of identification thereof, and agrees that all such
Collections shall be deemed to be received in trust for the Company and the Administrator (for the
benefit of the Purchasers).



(b) Each Originator shall perform its obligations hereunder, and the exercise by the Company
or its designee of its rights hereunder shall not relieve such Originator from such obligations.


 


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(c) None of the Company, the Servicer, the Purchasers, or the Administrator shall have any
obligation or liability to any Obligor or any other third Person with respect to any Receivables,
Contracts related thereto or any other related agreements, nor shall the Company, the Servicer, the
Purchasers, or the Administrator be obligated to perform any of the obligations of any Originator
thereunder.



(d) Each Originator hereby grants to the Administrator an irrevocable power of attorney, with
full power of substitution, coupled with an interest, during the occurrence and continuation of a
Purchase and Sale Termination Event (other than a Purchase and Sale Termination Event occurring
solely as a result of the occurrence of an event described in clause (a), (c), (d) or (e) of the
definition of Facility Termination Date) to take in the name of such Originator all steps necessary
or advisable to endorse, negotiate or otherwise realize on any Receivable or Related Rights sold or
otherwise conveyed or purported to be conveyed by it hereunder.



SECTION 7.3 Further Action Evidencing Purchases. Each Originator agrees that from
time to time, at its expense, it will promptly execute and deliver all further instruments and
documents, and take all further action that the Company, the Servicer or the Administrator may
reasonably request in order to perfect, protect or more fully evidence the Receivables and Related
Rights purchased by or contributed to the Company hereunder, or to enable the Company to exercise
or enforce any of its rights hereunder or under any other Transaction Document. Without limiting
the generality of the foregoing, upon the request of the Company or the Administrator, such
Originator will:




(a) execute (if applicable), authorize and file such financing or continuation
statements, or amendments thereto or assignments thereof, and such other instruments or
notices, as may be necessary or appropriate; and




(b) on the Closing Date and from time to time thereafter, mark the summary master data
processing reports that evidence or list such Receivables and related Contracts with the
legend set forth in Section 4.1(j).



Each Originator hereby authorizes the Company or its designee or assignee (including, without
limitation, the Administrator) to file one or more financing or continuation statements, and
amendments thereto and assignments thereof, without the signature of such Originator, relative to
all or any of the Receivables and Related Rights sold, or otherwise conveyed or purported to be
conveyed by it hereunder, whether now existing or hereafter generated by such Originator. If any
Originator fails to perform any of its agreements or obligations under this Agreement, the Company
or its designee or assignee (including, without limitation, the Administrator) may (but shall not
be required to) itself perform, or cause the performance of, such agreement or obligation, and the
expenses of the Company or its designee or assignee (including, without limitation, the
Administrator) incurred in connection therewith shall be payable by such Originator.



SECTION 7.4 Application of Collections. Any payment by an Obligor in respect of any
indebtedness owed by it to any Originator shall, except as otherwise specified by such Obligor or
required by applicable law and unless otherwise instructed by the Servicer (with the prior written
consent of the Administrator) or the Administrator, be applied as a Collection of any Receivable or
Receivables of such Obligor to the extent of any amounts then due and payable thereunder (applied
in order from the oldest outstanding Receivable to the newest outstanding Receivable) before being
applied to any other indebtedness of such Obligor.


 


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SECTION 7.5 Post-Closing Lock-Boxes. Notwithstanding anything to the contrary herein
or in the Purchase Agreement, with respect to any Pool Receivables the Originator thereof is
AMRESCO, LLC or BioExpress, LLC, amounts receivable from Obligors of such Pool Receivables may be
directed and paid into one or more lock-boxes or other deposit accounts held in the name of
AMRESCO, LLC or BioExpress, LLC, as applicable (each, an “Originator Account”) (it being
understood that (1) such Person shall agree to hold any funds on deposit in such Originator Account
in trust for the benefit of the Seller and its assigns, (2) any funds received in such Originator
Account shall be required to be remitted to a Lock-Box Account in the name of the Seller promptly
following the establishment of such Lock-Box Account with respect to such Originator, and (3) such
funds shall be applied pursuant to this Agreement and the Sale Agreement as if such funds were
remitted to a Lock-Box Account) and, in each case, subject to the conditions that (i) the Seller or
such Originator shall have established a Lock-Box Account with respect to such Originator in the
name of the Seller no later than 90 days from the Closing Date, (ii) the Seller shall have entered
into and delivered to the Administrator, no later than 90 days from the Closing Date, executed
counterparts of the Lock-Box Agreements with the Lock-Box Banks holding or maintaining the Lock-Box
Accounts to which payments on such Pool Receivables with respect to such Originator are remitted
and (iii) at all times prior to the establishment of such Lock-Box Accounts with respect to such
Originator and such delivery of such Lock-Box Agreements, the aggregate Outstanding Balance of all
such Pool Receivables shall not exceed 5% of the aggregate Outstanding Balance of all Pool
Receivables, the representations, warranties, covenants and other agreements of the applicable
Originator with respect to the deposit of such funds and the related Originator Account shall not
apply.



ARTICLE VIII

PURCHASE AND SALE TERMINATION EVENTS




SECTION 8.1 Purchase and Sale Termination Events. Each of the following events or
occurrences described in this Section 8.1 shall constitute a “Purchase and Sale
Termination Event”:




(a) The Facility Termination Date shall have occurred; or




(b) Any Originator shall fail to make when due any payment or deposit to be made by it
under this Agreement or any other Transaction Document to which it is a
party and such failure shall remain unremedied for two (2) Business Days after the
earlier of such Originator’s actual knowledge or notice thereof; or




(c) Any representation or warranty made or deemed to be made by any Originator (or any
of its officers) under or in connection with this Agreement, any other Transaction Documents
to which it is a party, or any other information or report delivered pursuant hereto or
thereto shall prove to have been incorrect or untrue in any material respect when made or
deemed made or delivered and, except as otherwise provided herein, such inaccuracy shall,
solely to the extent capable of cure, remain unremedied for ten (10) days after the earlier
of such Originator’s actual knowledge or notice thereof; or


 


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(d) Any Originator shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement or any other Transaction Document to which it is a
party in any material respect (unless such term, covenant or agreement contains a material
qualification, and, in such case, the failure to perform or observe such term, covenant or
agreement shall be subject to the standard set forth in such term, covenant or agreement)
and, except as otherwise provided herein, such failure shall, solely to the extent capable
of cure, remain unremedied for ten (10) days after the earlier of such Originator’s actual
knowledge or notice thereof.



SECTION 8.2 Remedies.



(a) Optional Termination. Upon the occurrence of a Purchase and Sale Termination
Event, the Company shall have the option, by notice to the Originators (with a copy to the
Administrator), to declare the Purchase Facility as terminated.



(b) Remedies Cumulative. Upon any termination of the Purchase Facility pursuant to
Section 8.2(a), the Company shall have, in addition to all other rights and remedies under
this Agreement, all other rights and remedies provided under the UCC of each applicable
jurisdiction and other applicable laws, which rights shall be cumulative.



ARTICLE IX

INDEMNIFICATION




SECTION 9.1 Indemnities by the Originators. Without limiting any other rights which
the Company may have hereunder or under applicable law, each Originator, severally and for itself
alone, and VWR, jointly and severally with each Originator, hereby agrees to indemnify and hold
harmless, on an after-tax basis, the Company and each of its officers, directors, employees and
agents (each of the foregoing Persons being individually called a “Purchase and Sale
Indemnified Party”), forthwith within five (5) Business Days following demand, from and against
any and all damages, losses, claims, judgments, liabilities, penalties, Taxes, reasonable costs and
expenses, (including Attorney Costs) (all of the foregoing being collectively called “Purchase
and Sale Indemnified Amounts”) awarded against or incurred by any of them arising out of or as
a result of the failure of such Originator to perform its obligations under this Agreement or any
other Transaction Document, or arising out of the claims asserted against a Purchase and Sale
Indemnified Party relating to the transactions contemplated herein or therein or the use of
proceeds thereof or therefrom, excluding, only Purchase and Sale Indemnified Amounts to the
extent, (i) a final judgment of a court of competent jurisdiction holds that such Purchase and Sale
Indemnified Amounts resulted from a breach of law, breach of this Agreement, bad faith, negligence
or willful misconduct of the Purchase and Sale Indemnified Party seeking indemnification, (ii) due
to the credit risk of the Obligor and for which reimbursement would constitute recourse to any
Originator, for uncollectible Receivables or (iii) such Purchase and Sale Indemnified Amounts
include Taxes imposed or based on, or measured by, the gross or net income or receipts of such
Purchase and Sale


 


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Indemnified Party by the jurisdiction under the laws of which such Purchase and
Sale  Indemnified Party is organized (or any political subdivision thereof); provided, that
nothing contained in this sentence shall limit the liability of such Originator or limit the
recourse of any Purchase and Sale Indemnified Party to such Originator for any amounts otherwise
specifically provided to be paid by such Originator hereunder. Without limiting the foregoing
indemnification, but subject to the limitations set forth in clauses (i), (ii) and
(iii) of the previous sentence, each Originator, severally for itself alone, and VWR,
jointly and severally with each Originator, shall indemnify each Purchase and Sale Indemnified
Party for Purchase and Sale Indemnified Amounts relating to or resulting from:




(a) the failure of any Receivable sold by such Originator included in the calculation
of Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable, the
failure of any information contained in any Information Package or Weekly Report furnished
by such Originator, as applicable, to be true and correct, or the failure of any other
information provided by such Originator Company with respect to the Receivables or this
Agreement to be true and correct;




(b) the transfer by such Originator of an interest in any Receivable to any Person
other than the Company;




(c) the failure of any representation, warranty or statement made or deemed made by
such Originator (or any employee, officer or agent or such Originator) under or in
connection with this Agreement or any other Transaction Document, or any information or
report delivered by such Originator pursuant hereto or thereto, to have been true and
correct as of the date made or deemed made in all respects;




(d) the failure by such Originator to comply with any applicable law, rule or
regulation with respect to any Receivable generated by such Originator sold or otherwise
transferred or purported to be transferred hereunder or the related Contract, or the
nonconformity of any Receivable generated by such Originator sold, contributed or otherwise
transferred or purported to be transferred hereunder or the related Contract with any such
applicable law, rule or regulation;




(e) the failure by such Originator to vest and maintain vested in the Company an
ownership interest in the Receivables generated by such Originator sold or otherwise
transferred or purported to be transferred hereunder free and clear of any Adverse Claim
(other than Permitted Liens);




(f) any commingling of funds to which the Company, the Administrator, any Purchaser
Agent or any Purchaser is entitled hereunder with any other funds;




(g) the failure to have filed, or any delay in filing, by such Originator financing
statements or other similar instruments or documents under the UCC of any applicable
jurisdiction or other applicable laws with respect to any Receivables or purported
Receivables generated by such Originator sold, contributed or otherwise transferred or
purported to be transferred hereunder, whether at the time of any purchase or contribution
or at any subsequent time;


 


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(h) any dispute, claim, offset or defense (other than discharge in bankruptcy of an
Obligor) of the Obligor to the payment of any Receivable or purported Receivable generated
by such Originator sold, contributed or otherwise transferred or purported to be transferred
hereunder (including, without limitation, a defense based on such Receivable’s or the
related Contract’s not being a legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or any other claim resulting from the
sale or lease of goods or the rendering of services related to any such Receivable or the
furnishing of or failure to furnish such goods or services or relating to collection
activities (if such collection activities were performed by such Originator or by any agent
or independent contractor retained by such Originator) with respect to such Receivable;




(i) any failure of such Originator to perform its duties and obligations in accordance
with the provisions of this Agreement, any Contract or any other Transaction Document to
which it is a party;




(j) any action taken by the Company or the Administrator or an attorney-in-fact for
such Originator pursuant to this Agreement or any other Transaction Document;




(k) any environmental liability claim, products liability claim or personal injury or
property damage suit or other similar or related claim or action of whatever sort, arising
out of or in connection with any Receivable or any other suit, claim or action of whatever
sort relating to any of the Transaction Documents; and




(l) any Tax or governmental fee or charge (other than any Tax excluded pursuant to
clause (iii) in the proviso to the preceding sentence), all interest and penalties
thereon or with respect thereto, and all out-of-pocket costs and expenses, including the
Attorney Costs in defending against the same, which are required to be paid by reason of the
purchase or ownership of the Receivables generated by such Originator or any Related
Security connected with any such Receivables.



If for any reason the indemnification provided above in this Section 9.1 is
unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and
Sale Indemnified Party harmless, then each Originator, severally and for itself alone, and VWR,
jointly and severally with each Originator, shall contribute to the amount paid or payable by such
Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.



ARTICLE X

MISCELLANEOUS




SECTION 10.1 Amendments, etc.



(a) The provisions of this Agreement may from time to time be amended, modified or waived, if
such amendment, modification or waiver is in writing and executed by the Company and the
Originators, with the prior written consent of the Administrator.


 


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(b) No failure or delay on the part of the Company, the Servicer, any Originator or any third
party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any other or further
exercise thereof or the exercise of any other power or right. No notice to or demand on the
Company, the Servicer or any Originator in any case shall entitle it to any notice or demand in
similar or other circumstances. No waiver or approval by the Company or the Servicer under this
Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval under this Agreement shall require any similar or
dissimilar waiver or approval thereafter to be granted hereunder.



(c) The Transaction Documents contain a final and complete integration of all prior
expressions by the parties hereto with respect to the subject matter thereof and shall constitute
the entire agreement among the parties hereto with respect to the subject matter thereof,
superseding all prior oral or written understandings.



SECTION 10.2 Notices, etc. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email
communication) and shall be delivered or sent by facsimile, email, or by overnight mail, to the
intended party at the mailing or email address or facsimile number of such party set forth under
its name on the signature pages hereof or at such other address or facsimile number as shall be
designated by such party in a written notice to the other parties hereto or in the case of the
Administrator at its address for notices pursuant to the Receivables Purchase Agreement. All such
notices and communications shall be effective (i) if delivered by overnight mail, when received,
and (ii) if transmitted by facsimile or email, when sent, receipt confirmed by telephone or
electronic means.



SECTION 10.3 No Waiver; Cumulative Remedies. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, each
Originator hereby authorizes the Company, at any time and from time to time, to the fullest extent
permitted by law, to set off, against any obligations of such Originator to the Company arising in
connection with the Transaction Documents (including, without limitation, amounts payable pursuant
to Section 9.1) that are then due and payable or that are not then due and payable but have
accrued, any and all indebtedness at any time owing by the Company to or for the credit or the
account of such Originator.



SECTION 10.4 Binding Effect; Assignability. This Agreement shall be binding upon and
inure to the benefit
of the Company and each Originator and their respective successors and permitted assigns. No
Originator may assign any of its rights hereunder or any interest herein without the prior written
consent of the Company and the Administrator except as otherwise herein specifically provided.
This Agreement shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms, and shall remain in full force and effect until such time as the parties
hereto shall agree. The rights and remedies with respect to any breach of any representation and
warranty made by any Originator pursuant to Article V and the indemnification and payment
provisions of Article IX and Section 10.6 shall be continuing and shall survive any
termination of this Agreement.


 


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SECTION 10.5 Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE CONFLICTS OR LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE PERFECTION OF A SECURITY
INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF
A JURISDICTION OTHER THAN THE STATE OF NEW YORK.



SECTION 10.6 Costs, Expenses and Taxes. In addition to the obligations of the
Originators under Article IX, each Originator, severally and for itself alone, and VWR,
jointly and severally with each Originator, agrees to pay within five (5) Business Days following
demand:




(a) to the Company (and any successor and permitted assigns thereof) all reasonable
costs and expenses incurred by such Person in connection with the enforcement of this
Agreement and the other Transaction Documents; and




(b) all stamp and other taxes and fees payable in connection with the execution,
delivery, filing and recording of this Agreement or the other Transaction Documents to be
delivered hereunder, and agrees to indemnify each Purchase and Sale Indemnified Party
against any liabilities with respect to or resulting from any delay in paying or omitting to
pay such taxes and fees.



SECTION 10.7 SUBMISSION TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR
THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT
RELATED HERETO. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH OF THE PARTIES HERETO WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY NEW YORK LAW.


 


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SECTION 10.8 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY
PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.



SECTION 10.9 Captions and Cross References; Incorporation by Reference. The various
captions (including, without limitation, the table of contents) in this Agreement are included for
convenience only and shall not affect the meaning or interpretation of any provision of this
Agreement. References in this Agreement to any underscored Article, Section, Schedule or Exhibit
are to such Article, Section, Schedule or Exhibit of this Agreement, as the case may be. The
Schedules and Exhibits hereto are hereby incorporated by reference into and made a part of this
Agreement.



SECTION 10.10 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same Agreement.



SECTION 10.11 Acknowledgment and Agreement. By execution below, each Originator
expressly acknowledges and agrees that all of the Company’s rights, title, and interests in, to,
and under this Agreement (but not its obligations), shall be assigned by the Company to the
Administrator (for the benefit of the Purchasers) pursuant to the Receivables
Purchase Agreement, and such Originator consents to such assignment. Each of the parties
hereto acknowledges and agrees that the Purchasers and the Administrator are third party
beneficiaries of the rights of the Company arising hereunder and under the other Transaction
Documents to which such Originator is a party.


 


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SECTION 10.12 No Proceeding. Each Originator hereby agrees that it will not
institute, or join any other Person in instituting, against the Company any Insolvency Proceeding
so long as any obligations of the Company pursuant to the Receivables Purchase Agreement or any
other Transaction Document remains outstanding and for at least one year and one day following the
day on which such obligations are paid in full. Each Originator further agrees that
notwithstanding any provisions contained in this Agreement to the contrary, the Company shall not,
and shall not be obligated to, pay any amount in respect of any Company Note or otherwise to such
Originator pursuant to this Agreement unless the Company has received funds which may, subject to
Section 1.4 of the Receivables Purchase Agreement, be used to make such payment. Any
amount which the Company does not pay pursuant to the operation of the preceding sentence shall not
constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of
the Company by such Originator for any such insufficiency unless and until the provisions of the
foregoing sentence are satisfied. The agreements in this Section 10.12 shall survive any
termination of this Agreement.



SECTION 10.13 Limited Recourse. Except as explicitly set forth herein, the
obligations of the Company under this Agreement or any other Transaction Documents to which it is a
party are solely the obligations of the Company. No recourse under any Transaction Document shall
be had against, and no liability shall attach to, any officer, employee, director, or beneficiary,
whether directly or indirectly, of the Company. The agreements in this Section 10.13 shall
survive any termination of this Agreement.



SECTION 10.14 Severability. If any provision of this Agreement is held to be in
conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for
any reason whatsoever, such circumstances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever.



[SIGNATURE PAGES FOLLOW]



 


- 31 -









 





IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	VWR RECEIVABLES FUNDING, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Kalinovich	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James M. Kalinovich	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 

	 	Address:
	 	VWR Receivables Funding, LLC

Radnor Corporate Center

Building One, Suite 200

P.O. Box 6660

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: Mahaveer Jain

Telephone: 610-386-1652

Facsimile: 474-881-5638

Email: mahaveer_jain@vwr.com






Purchase and Sale Agreement

(VWR Receivables Funding, LLC)



 


S-1









 





	 	 	 	 	 	 	 	 	 
	 	 	VWR INTERNATIONAL, LLC, as an Originator
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Kalinovich	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James M. Kalinovich	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President and Corporate
Treasurer	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 

	 	Address:
	 	VWR International, LLC

Radnor Corporate Center

Building One, Suite 200

P.O. Box 6660

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: Mahaveer Jain

Telephone: 610-386-1652

Facsimile: 474-881-5638

Email: mahaveer_jain@vwr.com






	 	 	 	 	 	 	 	 	 
	 	 	AMRESCO, LLC,
	 	 	as an Originator
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Kalinovich	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James M. Kalinovich	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 

	 	Address:
	 	AMRESCO, LLC

Radnor Corporate Center

Building One, Suite 200

P.O. Box 6660

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: Mahaveer Jain

Telephone: 610-386-1652

Facsimile: 474-881-5638

Email: mahaveer_jain@vwr.com






Purchase and Sale Agreement

(VWR Receivables Funding, LLC)



 


S-2









 







	 	 	 	 	 	 	 	 	 
	 	 	BIOEXPRESS, LLC,

as an Originator
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Kalinovich	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James M. Kalinovich	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 

	 	Address:
	 	BioExpress, LLC

Radnor Corporate Center

Building One, Suite 200

P.O. Box 6660

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: Mahaveer Jain

Telephone: 610-386-1652

Facsimile: 474-881-5638

Email: mahaveer_jain@vwr.com






	 	 	 	 	 	 	 	 	 
	 	 	VWR EDUCATION, LLC,

as an Originator
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Kalinovich	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James M. Kalinovich	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 

	 	Address:
	 	VWR Education, LLC

Radnor Corporate Center

Building One, Suite 200

P.O. Box 6660

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: Mahaveer Jain

Telephone: 610-386-1652

Facsimile: 474-881-5638

Email: mahaveer_jain@vwr.com






Purchase and Sale Agreement

(VWR Receivables Funding, LLC)




 


S-3









 







Schedule I




LIST OF ORIGINATORS




VWR International, LLC

AMRESCO, LLC

BioExpress, LLC

VWR Education, LLC




 


Schedule I-1









 







Schedule II




ACTIONS AND PROCEEDINGS




NONE.




 


Schedule II-1









 







Schedule III




STATE OF ORGANIZATION OF THE ORIGINATORS




	 	 	 
	Originator	 	State of Organization
	 
	 	 
	VWR International, LLC

	 	Delaware
	 
	 	 
	AMRESCO, LLC

	 	Ohio
	 
	 	 
	BioExpress, LLC

	 	Utah
	 
	 	 
	VWR Education, LLC

	 	Delaware






 


Schedule III-1









 







Schedule IV




LOCATION OF BOOKS AND RECORDS OF THE ORIGINATORS




	 	 	 
	Originator	 	Location of Books and Records
	 
	 	 
	VWR International, LLC

	 	100 Matsonford Road

Building One, Suite 200

Radnor, PA 19087
	 
	 	 
	AMRESCO, LLC

	 	6681 Cochran Road

Solon, OH 44139
	 
	 	 
	BioExpress, LLC

	 	100 Matsonford Road

Building One, Suite 200

Radnor, PA 19087
	 
	 	 
	VWR Education, LLC

	 	100 Matsonford Road

Building One, Suite 200

Radnor, PA 19087






 


Schedule IV-1









 







Schedule V




TRADE NAMES




	 	 	 
	Legal Name	 	Trade Names
	 
	 	 
	VWR International, LLC

	 	VWR International, LLC
	VWR International, Inc.

	 	VWR International, Inc.
	 

	 	VWR International
	 

	 	Cenco Physics
	 

	 	Sargent Welch
	 
	 	 
	AMRESCO, LLC

	 	AMRESCO, LLC
	AMRESCO Inc.

	 	AMRESCO Inc.
	 

	 	AMRESCO
	 
	 	 
	BioExpress, LLC

	 	BioExpress, LLC
	BioExpress Corp.

	 	BioExpress Corp.
	Intermountain Scientific, Inc.

	 	Intermountain Scientific, Inc.
	 

	 	BioExpress
	 

	 	GeneMate
	 
	 	 
	VWR Education, LLC

	 	VWR Education, LLC
	Science Kit, Inc.

	 	Science Kit, Inc.
	Science Kit, LLC

	 	Science Kit, LLC
	Sargent Welch, LLC

	 	Sargent Welch, LLC
	Ward’s Natural Science

	 	Ward’s Natural Science Establishment, LLC
	Establishment, LLC

	 	Ward’s Natural Science Establishment, Inc.
	Ward’s Natural Science

	 	VWR Education
	Establishment, Inc.

	 	Science Kit
	 

	 	Science Kit & Boreal Laboratories
	 

	 	Scientifics
	 

	 	SK Elementary
	 

	 	SKmath
	 

	 	SKeducation
	 

	 	SKreading
	 

	 	SKscience
	 

	 	Boreal Laboratories
	 

	 	Cenco Physics
	 

	 	Edmund Scientific
	 

	 	Sargent Welch
	 

	 	Ward’s
	 

	 	Ward’s Natural Science Establishment
	 

	 	X-treme Geek






 


Schedule V-1









 







Exhibit A




FORM OF PURCHASE REPORT




	 	 	 
	Originator:

	 	[                    ]
	Company:

	 	[                    ]






	 	 	 	 	 
	Purchase Report Date:                                         
	 
	 	 	 	 
	1.
	 	Outstanding Balance of Receivables Purchased:	 	$                    
	 
	 	 	 	 
	2.
	 	Fair Market Value Discount:	 	 
	 
	 	 	 	 
	 
	 	1/{1 + [Prime Rate x Days’ Sales Outstanding]}	 	 
	 
	 	365
	 	 
	 
	 	 	 	 
	 
	 	Where:	 	 
	 
	 	 	 	 
	 
	 	Prime Rate  =                      	 	 
	 
	 	 	 	 
	 
	 	Days’ Sales Outstanding  =                      	 	 
	 
	 	 	 	 
	3.
	 	Purchase Price (1 x 2)  = $                    	 	 
	 
	 	 	 	 
	4.
	 	Reductions in the Purchase Price  = $                    	 	 
	 
	 	 	 	 
	5.
	 	Net Purchase Price (3-4)  = $                    	 	 






 


Exhibit A-1









 







Exhibit B




FORM OF COMPANY NOTE




New York, New York

November 4, 2011




FOR VALUE RECEIVED, the undersigned, VWR Receivables Funding, LLC, a Delaware limited
liability company (the “Company”), promises to pay to [                    ], a [                    ]
(the “Originator”), on the terms and subject to the conditions set forth herein and in the
Purchase and Sale Agreement referred to below, the aggregate unpaid Purchase Price of all
Receivables purchased by the Company from the Originator pursuant to such Purchase and Sale
Agreement, as such unpaid Purchase Price is shown in the records of the Servicer.



1. Purchase and Sale Agreement. This Company Note is the Company Note described in,
and is subject to the terms and conditions set forth in, that certain Purchase and Sale Agreement
dated as of November 4, 2011 (as the same may be amended, supplemented, restated or otherwise
modified in accordance with its terms, the “Purchase and Sale Agreement”), between the
Company and the Originators named therein. Reference is hereby made to the Purchase and Sale
Agreement for a statement of certain other rights and obligations of the Company and the
Originator.



2. Definitions. Capitalized terms used (but not defined) herein have the meanings
assigned thereto in the Purchase and Sale Agreement and in Exhibit I to the Receivables
Purchase Agreement (as defined in the Purchase and Sale Agreement). In addition, as used herein,
the following terms have the following meanings:



“Applicable Margin” for any Interest Period shall mean the weighted average Yield
Protection Fee (as used in clause (b) of the definition of “Discount” in the Receivables Purchase
Agreement) for the Purchasers for such Interest Period as if each Purchaser was calculating
“Discount” for all of its Capital pursuant to such clause (b) during such Interest Period.



“Bankruptcy Proceedings” has the meaning set forth in clause (b) of
paragraph 9 hereof.



“Final Maturity Date” means the Payment Date immediately following the date that falls
one year and one day after the Facility Termination Date.



“Interest Period” means the period from and including a Settlement Date (or, in the
case of the first Interest Period, the date hereof) to but excluding the next Settlement Date.



“Screen Rate” means, for any Interest Period, the rate for thirty day commercial paper
denominated in Dollars reported by Bloomberg Finance, L.P. and shown on US0001M Screen (or such
other screen as may replace that screen on that service for the purpose of displaying
Dollar commercial paper rates) at approximately 9:00 a.m., New York City time, on the first
day of such Interest Period.


 


Exhibit B-1









 





“Senior Interests” means, collectively, (i) all accrued Discount on the Purchased
Interest, (ii) the fees referred to in Section 1.5 of the Receivables Purchase Agreement,
(iii) all amounts payable pursuant to Sections 1.7 or 6.4 of the Receivables
Purchase Agreement, (iv) the Capital and (v) all other obligations of the Company and the Servicer
that are due and payable, to (a) the Purchasers, the Administrator and their respective successors,
permitted transferees and assigns arising in connection with the Transaction Documents and (b) any
Indemnified Party or Affected Person arising in connection with the Receivables Purchase Agreement,
in each case, howsoever created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, together with any and all interest
and Discount accruing on any such amount after the commencement of any Bankruptcy Proceedings,
notwithstanding any provision or rule of law that might restrict the rights of any Senior Interest
Holder, as against the Company or anyone else, to collect such interest.



“Senior Interest Holders” means, collectively, the Purchasers, the Administrator and
the Indemnified Parties and Affected Persons.



“Subordination Provisions” means, collectively, clauses (a) through
(l) of paragraph 9 hereof.



3. Interest. Subject to the Subordination Provisions set forth below, the Company
promises to pay interest on this Company Note as follows:




(a) Prior to the Final Maturity Date, the principal amount of this Company Note from
time to time outstanding during any Interest Period shall bear interest at a rate
per annum equal to the Screen Rate for such Interest Period, as determined
by the Servicer, plus the Applicable Margin for such Interest Period; and




(b) From (and including) the Final Maturity Date to (but excluding) the date on which
the entire principal amount of this Company Note is fully paid, the principal amount of this
Company Note from time to time outstanding shall bear interest at a rate per
annum equal to the rate of interest publicly announced from time to time by PNC
Bank, National Association, as its “base rate”, “reference rate” or other comparable rate,
as determined by the Servicer.



4. Interest Payment Dates. Subject to the Subordination Provisions set forth below,
the Company shall pay accrued interest on this Company Note on each Settlement Date, and shall pay
accrued interest on the amount of each principal payment made in cash on a date other than a
Settlement Date at the time of such principal payment.



5. Basis of Computation. Interest accrued hereunder that is computed by reference to
the Screen Rate shall be computed for the actual number of days elapsed on the basis of a 360-day
year, and interest accrued hereunder that is computed by reference to the rate described in
paragraph 3(b) of this Company Note shall be computed for the actual number of days
elapsed on the basis of a 365- or 366-day year, as applicable.


 


Exhibit B-2









 





6. Principal Payment Dates. Subject to the Subordination Provisions set forth below,
payments of the principal amount of this Company Note shall be made as follows:




(a) The principal amount of this Company Note shall be reduced by an amount equal to
each payment deemed made pursuant to Section 3.3 of the Purchase and Sale Agreement;
and




(b) The entire principal amount of this Company Note shall be paid on the Final
Maturity Date.



Subject to the Subordination Provisions set forth below, the principal amount of and accrued
interest on this Company Note may be prepaid by, and in the sole discretion of the Company, on any
Business Day without premium or penalty.



7. Payment Mechanics. All payments of principal and interest hereunder are to be made
in lawful currency of the United States of America in the manner specified in Article III
of the Purchase and Sale Agreement.



8. Enforcement Expenses. In addition to and not in limitation of the foregoing, but
subject to the Subordination Provisions set forth below and to any limitation imposed by applicable
law, the Company agrees to pay all expenses, including reasonable attorneys’ fees and legal
expenses, incurred by the Originator in seeking to collect any amounts payable hereunder which are
not paid when due.



9. Subordination Provisions. The Company covenants and agrees, and the Originator and
any other holder of this Company Note (collectively, the Originator and any such other holder are
called the “Holder”), by its acceptance of this Company Note, likewise covenants and agrees
on behalf of itself and any Holder, that the payment of the principal amount of and interest on
this Company Note is hereby expressly subordinated in right of payment to the payment and
performance of the Senior Interests to the extent and in the manner set forth in the following
clauses of this paragraph 9:




(a) No payment or other distribution of the Company’s assets of any kind or character,
whether in cash, securities, or other rights or property, shall be made on account of this
Company Note except to the extent such payment or other distribution is (i) permitted under
Section 1(m) of Exhibit IV to the Receivables Purchase Agreement or (ii)
made pursuant to clause (a) or (b) of paragraph 6 of this Company
Note;




(b) In the event of any dissolution, winding up, liquidation, readjustment,
reorganization or other similar event relating to the Company, whether voluntary or
involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership
proceedings, or upon an assignment for the benefit of creditors, or any other marshalling of
the assets and liabilities of the Company or any sale of all or substantially all of the
assets of the Company other than as permitted by the Purchase and Sale Agreement (such
proceedings being herein collectively called “Bankruptcy Proceedings”), the
Senior Interests shall first be paid and performed in full and in cash before the Originator
shall be entitled to receive and to retain any payment or distribution in respect of this
Company Note. In order to implement the foregoing: (i) all payments and distributions of
any kind or character in respect of this Company Note to which the Holder would be entitled
except for this clause (b) shall be made directly to the


 


Exhibit B-3









 






Administrator
(for the benefit of the Senior Interest Holders); (ii) the Holder shall promptly file a claim or
claims, in the form required in any Bankruptcy Proceedings, for the full outstanding amount
of this Company Note, and shall use commercially reasonable efforts to cause said claim or
claims to be approved and all payments and other distributions in respect thereof to be made
directly to the Administrator (for the benefit of the Senior Interest Holders) until the
Senior Interests shall have been paid and performed in full and in cash; and (iii) the
Holder hereby irrevocably agrees that the Administrator (acting on behalf of the
Purchasers), in the name of the Holder or otherwise, demand, sue for, collect, receive and
receipt for any and all such payments or distributions, and file, prove and vote or consent
in any such Bankruptcy Proceedings with respect to any and all claims of the Holder relating
to this Company Note, in each case until the Senior Interests shall have been paid and
performed in full and in cash;




(c) In the event that the Holder receives any payment or other distribution of any kind
or character from the Company or from any other source whatsoever, in respect of this
Company Note, other than as expressly permitted by the terms of this Company Note, such
payment or other distribution shall be received in trust for the Senior Interest Holders and
shall be turned over by the Holder to the Administrator (for the benefit of the Senior
Interest Holders) forthwith. The Holder will mark its books and records so as clearly to
indicate that this Company Note is subordinated in accordance with the terms hereof. All
payments and distributions received by the Administrator in respect of this Company Note, to
the extent received in or converted into cash, may be applied by the Administrator (for the
benefit of the Senior Interest Holders) first to the payment of any and all expenses
(including reasonable attorneys’ fees and legal expenses) paid or incurred by the Senior
Interest Holders in enforcing these Subordination Provisions, or in endeavoring to collect
or realize upon this Company Note, and any balance thereof shall, solely as between the
Originator and the Senior Interest Holders, be applied by the Administrator (in the order of
application set forth in Section 1.4(d) of the Receivables Purchase Agreement)
toward the payment of the Senior Interests; but as between the Company and its creditors, no
such payments or distributions of any kind or character shall be deemed to be payments or
distributions in respect of the Senior Interests;




(d) Notwithstanding any payments or distributions received by the Senior Interest
Holders in respect of this Company Note, while any Bankruptcy Proceedings are pending the
Holder shall not be subrogated to the then existing rights of the Senior Interest Holders in
respect of the Senior Interests until the Senior Interests have been paid and performed in
full and in cash. If no Bankruptcy Proceedings are pending, the Holder shall only be
entitled to exercise any subrogation rights that it may acquire (by reason of a payment or
distribution to the Senior Interest Holders in respect of this Company Note) to
the extent that any payment arising out of the exercise of such rights would be
permitted under Section 1(m) of Exhibit IV to the Receivables Purchase
Agreement;


 


Exhibit B-4









 






(e) These Subordination Provisions are intended solely for the purpose of defining the
relative rights of the Holder, on the one hand, and the Senior Interest Holders on the other
hand. Nothing contained in these Subordination Provisions or elsewhere in this Company Note
is intended to or shall impair, as between the Company, its creditors (other than the Senior
Interest Holders) and the Holder, the Company’s obligation, which is unconditional and
absolute, to pay the Holder the principal of and interest on this Company Note as and when
the same shall become due and payable in accordance with the terms hereof or to affect the
relative rights of the Holder and creditors of the Company (other than the Senior Interest
Holders);




(f) The Holder shall not, until the Senior Interests have been paid and performed in
full and in cash, (i) cancel, waive, forgive, or commence legal proceedings to enforce or
collect, or subordinate to any obligation of the Company, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, or now or hereafter existing,
or due or to become due, other than the Senior Interests, this Company Note or any rights in
respect hereof or (ii) convert this Company Note into an equity interest in the Company,
unless the Holder shall, in either case, have received the prior written consent of the
Administrator;




(g) The Holder shall not, without the prior written consent of the Administrator and
Purchaser, commence, or join with any other Person in commencing, any Bankruptcy Proceedings
with respect to the Company until at least one year and one day shall have passed since the
Senior Interests shall have been paid and performed in full and in cash;




(h) If, at any time, any payment (in whole or in part) of any Senior Interest is
rescinded or must be restored or returned by a Senior Interest Holder (whether in connection
with Bankruptcy Proceedings or otherwise), these Subordination Provisions shall continue to
be effective or shall be reinstated, as the case may be, as though such payment had not been
made;




(i) Each of the Senior Interest Holders may, from time to time, at its sole discretion,
without notice to the Holder, and without waiving any of its rights under these
Subordination Provisions, take any or all of the following actions: (i) retain or obtain an
interest in any property to secure any of the Senior Interests; (ii) retain or obtain the
primary or secondary obligations of any other obligor or obligors with respect to any of the
Senior Interests; (iii) extend or renew for one or more periods (whether or not longer than
the original period), alter or exchange any of the Senior Interests, or release or
compromise any obligation of any nature with respect to any of the Senior Interests; (iv)
amend, supplement, restate, or otherwise modify any Transaction Document; and (v) release
its security interest in, or surrender, release or permit any substitution or exchange for
all or any part of any rights or property securing any of the Senior Interests, or extend or
renew for one or more periods (whether or not longer than the original period), or
release, compromise, alter or exchange any obligations of any nature of any obligor
with respect to any such rights or property;




(j) The Holder hereby waives: (i) notice of acceptance of these Subordination
Provisions by any of the Senior Interest Holders; (ii) notice of the existence, creation,
non-payment or non-performance of all or any of the Senior Interests; and (iii) all
diligence in enforcement, collection or protection of, or realization upon, the Senior
Interests, or any thereof, or any security therefor;


 


Exhibit B-5









 






(k) Each of the Senior Interest Holders may, from time to time, on the terms and
subject to the conditions set forth in the Transaction Documents to which such Persons are
party, but without notice to the Holder, assign or transfer any or all of the Senior
Interests, or any interest therein; and, notwithstanding any such assignment or transfer or
any subsequent assignment or transfer thereof, such Senior Interests shall be and remain
Senior Interests for the purposes of these Subordination Provisions, and every immediate and
successive assignee or transferee of any of the Senior Interests or of any interest of such
assignee or transferee in the Senior Interests shall be entitled to the benefits of these
Subordination Provisions to the same extent as if such assignee or transferee were the
assignor or transferor; and




(l) These Subordination Provisions constitute a continuing offer from the Holder to all
Persons who become the holders of, or who continue to hold, Senior Interests; and these
Subordination Provisions are made for the benefit of the Senior Interest Holders, and the
Administrator may proceed to enforce such provisions on behalf of each of such Persons.



10. General. No failure or delay on the part of the Originator in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise thereof or the exercise
of any other power or right. No amendment, modification or waiver of, or consent with respect to,
any provision of this Company Note shall in any event be effective unless (i) the same shall be in
writing and signed and delivered by the Company and the Holder and (ii) all consents required for
such actions under the Transaction Documents shall have been received by the appropriate Persons.



11. Maximum Interest. Notwithstanding anything in this Company Note to the contrary,
the Company shall never be required to pay unearned interest on any amount outstanding hereunder
and shall never be required to pay interest on the principal amount outstanding hereunder at a rate
in excess of the maximum nonusurious interest rate that may be contracted for, charged or received
under applicable federal or state law (such maximum rate being herein called the “Highest
Lawful Rate”). If the effective rate of interest which would otherwise by payable under this
Company Note would exceed the Highest Lawful Rate, or if the holder of this Company Note shall
receive any unearned interest or shall receive monies that are deemed to constitute interest which
would increase the effective rate of interest payable by the Company under this Company Note to a
rate in excess of the Highest Lawful Rate, then (i) the amount of interest which would otherwise be
payable by the Company under this Company Note
shall be reduced to the amount allowed by applicable law, and (ii) any unearned interest paid
by the Company or any interest paid by the Company in excess of the Highest Lawful Rate shall be
refunded to the Company. Without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged or received by the Originator under this Company Note that are
made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to
the Originator (such Highest Lawful Rate being herein called the “Originator’s Maximum
Permissible Rate”) shall be made, to the extent permitted by usury laws applicable to the
Originator (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during
the actual period during which any amount has been


 


Exhibit B-6









 






outstanding
hereunder all interest at  any time
contracted for, charged or received by the Originator in connection herewith. If at any time and
from time to time (i) the amount of interest payable to the Originator on any date shall be
computed at the Originator’s Maximum Permissible Rate pursuant to the provisions of the foregoing
sentence and (ii) in respect of any subsequent interest computation period the amount of interest
otherwise payable to the Originator would be less than the amount of interest payable to the
Originator computed at the Originator’s Maximum Permissible Rate, then the amount of interest
payable to the Originator in respect of such subsequent interest computation period shall continue
to be computed at the Originator’s Maximum Permissible Rate until the total amount of interest
payable to the Originator shall equal the total amount of interest which would have been payable to
the Originator if the total amount of interest had been computed without giving effect to the
provisions of the foregoing sentence.



12. This Company Note shall be subject to the borrowing limitations set forth in Section 3.2
of the Purchase and Sale Agreement.



13. Governing Law. THIS COMPANY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAWS OF THE
STATE OF NEW YORK).



14. Captions. Paragraph captions used in this Company Note are for convenience only
and shall not affect the meaning or interpretation of any provision of this Company Note.



15. Third Party Beneficiary. The Company agrees that the Administrator, for the benefit of
the Senior Interest Holders, is a third party beneficiary of this Company Note.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



 


Exhibit B-7









 







IN WITNESS WHEREOF, the Company has caused this Company Note to be executed as of the date
first written above.



	 	 	 	 	 	 	 	 	 
	 	 	VWR RECEIVABLES FUNDING, LLC
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






 


Exhibit B-8









 







Exhibit C




FORM OF JOINDER AGREEMENT




THIS JOINDER AGREEMENT, dated as of                     , 20      (this “Agreement”) is executed
by                     , a [corporation][limited liability company] organized under the laws of                     
(the “Additional Originator”), with its principal place of business located at                     .



BACKGROUND:




A. VWR Receivables Funding, LLC, a Delaware limited liability company (the “Company”)
and the various entities from time to time party thereto, as Originators (collectively, the
“Originators”), have entered into that certain Purchase and Sale Agreement, dated as of
November 4, 2011 (as amended, restated, supplemented or otherwise modified through the date hereof,
and as it may be further amended, restated, supplemented or otherwise modified from time to time,
the “Purchase and Sale Agreement”).



B. The Additional Originator desires to become an Originator pursuant to Section 4.3
of the Purchase and Sale Agreement.



NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Additional Originator hereby
agrees as follows:



SECTION 1. Definitions. Capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings assigned thereto in the Purchase and Sale Agreement or in
Exhibit I to the Receivables Purchase Agreement (as defined in the Purchase and Sale
Agreement).



SECTION 2. Transaction Documents. The Additional Originator hereby agrees that it
shall be bound by all of the terms, conditions and provisions of, and shall be deemed to be a party
to (as if it were an original signatory to), the Purchase and Sale Agreement and each of the other
relevant Transaction Documents. From and after the later of the date hereof and the date that the
Additional Originator has complied with all of the requirements of Section 4.3 of the
Purchase and Sale Agreement, the Additional Originator shall be an Originator for all purposes of
the Purchase and Sale Agreement and all other Transaction Documents. The Additional Originator
hereby acknowledges that it has received copies of the Purchase and Sale Agreement and the other
Transaction Documents.


 


Exhibit C-1









 





SECTION 3. Representations and Warranties. The Additional Originator hereby makes all
of the representations and warranties set forth in Article V (to the extent applicable) of
the Purchase and Sale Agreement as of the date hereof (unless such representations or warranties
relate to an earlier date, in which case as of such earlier date), as if such representations and
warranties were fully set forth herein. The Additional Originator hereby represents and warrants
that its location (as defined in the UCC) is [                    ], and the offices where the
Additional Originator keeps all of its records and Related Security are as follows:



	 	 	 	 	 
	 
	 	 

	 	 
	 	 	 	 	 
	 
	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 






SECTION 4. Miscellaneous. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York. This Agreement is executed by the
Additional Originator for the benefit of the Company, and its assigns, and each of the foregoing
parties may rely hereon. This Agreement shall be binding upon, and shall inure to the benefit of,
the Additional Originator and its successors and permitted assigns.



[Signature Pages Follow]



 


Exhibit C-2









 







IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed by its duly
authorized officer as of the date and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	[NAME OF ADDITIONAL ORIGINATOR]
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 
	[Consented to:
	 
	 	 	 	 	 	 
	VWR RECEIVABLES FUNDING, LLC	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Acknowledged by:	 	 
	 
	 	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION, 

as Administrator	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	[PURCHASERS]	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	]
	 

	 	 	 	 	 	 







 


Exhibit C-3