EX-10.2



 EXHIBIT 10.2 

EXECUTION COPY 

AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT 

THIS AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of May 18, 2015, is among AMRESCO, LLC,
an Ohio limited liability company (“Amresco”), BIOEXPRESS, LLC, a Utah limited liability company (“BioExpress”), INTEGRA COMPANIES, LLC a Massachusetts limited liability company (“Integra”), STI
COMPONENTS, LLC, a Virginia limited liability company (“STI”), TEK PRODUCTS, INC., a Minnesota corporation (“TEK”) and VWR INTERNATIONAL, LLC, a Delaware limited liability company (“VWR
International”) (each an “Originator”, and collectively, the “Originators”) and VWR RECEIVABLES FUNDING, LLC, a Delaware limited liability company, (the “Company”). 

BACKGROUND 
 WHEREAS, Amresco,
BioExpress, VWR Education, LLC, a Delaware limited liability company (“VWR Education”), VWR International and the Company entered into the Purchase and Sale Agreement as of November 4, 2011 (as amended, supplemented or
otherwise modified through the date hereof, the “Purchase and Sale Agreement”); 
 WHEREAS, VWR Education entered into the
Purchase and Sale Agreement and VWR Education subsequently merged into VWR International; 
 WHEREAS, immediately prior to this Amendment
Integra, STI and TEK (the “Joined Originators”) where joined as originators to the Purchase and Sale Agreement by executing and delivering the Joinder Agreement (the “Joinder Agreement”) dated as of the date hereof
among the Joined Originators and consented to by the Company and PNC Bank, National Association (“PNC”); and 
 WHEREAS,
the parties hereto wish to amend the Purchase and Sale Agreement pursuant to the terms and conditions set forth herein. 
 NOW, THEREFORE,
for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the
Purchase and Sale Agreement. 

  
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 SECTION 2. Amendments to Purchase and Sale Agreement. Effective as of the date hereof and
subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Purchase and Sale Agreement is hereby amended as follows: 

(a) Section 2.2 of Purchase and Sale Agreement is hereby amended by deleting the definition of FMVD in its entirety and replaced
with the following: 
  

					
	“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 sum of (1) 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), (2) the Servicing Fee
Rate, and (3) the LR, 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.
			
	LR		=		Loss Rate and means a percentage established from time to time by the Company and VWR International, which reflects the anticipated loss rate with respect to the Receivables, as a group, to be sold under this
Agreement.”

 (b) Section 5.11 of the Purchase and Sale Agreement is hereby deleted in its entirety and replaced
with the following: 
 “SECTION 5.11 Investment Company. Such Originator is not and will not become as a result
of the transactions contemplated by the Transaction Documents, an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. In
addition, such Originator is not a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.” 

(c) The following new Section 5.23 is hereby added to the Purchase and Sale Agreement immediately following
Section 5.22 of the Purchase and Sale Agreement: 
 “SECTION 5.23 Anti-Money Laundering/International
Trade Law. Based on the knowledge of such Originator, and after reasonable inquiry, no Covered Entity is a Sanctioned Person. Based on the knowledge of such Originator, and after reasonable inquiry, no Covered Entity (i) has any of its
assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income from investments in or transactions with, any
Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.” 

  
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 (d) The following new clause (k) is hereby added to the Purchase and Sale Agreement
immediately following clause (j) of Section 6.1 of the Purchase and Sale Agreement: 
 “(k)
Anti-Laundering/International Trade Law Compliance. The funds used to repay such Originator’s obligations under this Agreement and each of the other Transaction Documents will not to the knowledge of such Originator, after reasonable
inquiry, be derived from any activity in violation of any Anti-Terrorism Laws. Each Covered Entity shall comply with all Anti-Terrorism Laws. Such Originator shall promptly notify the Administrator in writing upon the occurrence of a Reportable
Compliance Event. 
 (e) The following new clause (h) is hereby added to the Purchase and Sale Agreement immediately following
clause (g) of Section 6.3 of the Purchase and Sale Agreement: 
 “(h)
Anti-Laundering/International Trade Law Compliance. To the knowledge of such Originator, after reasonable inquiry, become a Sanctioned Person. To the knowledge of such Originator, after reasonable inquiry, (i) have any of its assets in a
Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or with, or derive any of its income from investments in or transactions with, any Sanctioned Country
or Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or transactions prohibited by any Anti-Terrorism Law or (iv) use the proceeds of any purchase to fund any operations in, finance any investments or
activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law.” 
 (f)
Section 7.5 of the Purchase and Sale Agreement is hereby deleted in its entirety and replaced with the following: 

“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 Integra Companies, LLC, STI Components, LLC or TEK Products, Inc., amounts receivable from Obligors of such Pool Receivables may be directed and paid to such Originator or into one or
more lock-boxes or other deposit accounts held in the name of such Originator, as applicable (each, an “Originator Account”) (it being understood that (1) such Originator shall agree to hold any such funds and any funds on
deposit in such Originator Account in trust for the benefit of the Seller and its assigns, (2) any funds received by such Originator directly or 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 August 18, 2015, (ii) the
Seller shall have entered into and delivered to the Administrator, no later than August 18, 2015, executed 

  
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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.” 
 (g) Schedule I to the Purchase and Sale Agreement is hereby deleted in its entirety and replaced with Schedule
I hereto. 
 (h) Schedule III to the Purchase and Sale Agreement is hereby deleted in its entirety and replaced with Schedule
III hereto. 
 (i) Schedule IV to the Purchase and Sale Agreement is hereby deleted in its entirety and replaced with Schedule
IV hereto. 
 (j) Schedule V to the Purchase and Sale Agreement is hereby deleted in its entirety and replaced with Schedule
V hereto. 
 (k) Exhibit A to the Purchase and Sale Agreement is hereby deleted in its entirety and replaced with Exhibit
A hereto. 
 SECTION 3. Representations, Warranties and Enforceability. Each Originator hereby represents and warrants to the
Company, as of the date hereof with respect to itself, as follows: 
 (a) the representations and warranties of such Originator contained in
Article V of the Purchase and Sale Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (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); 
 (b) no event has occurred and is
continuing, or would result from this Amendment, that constitutes a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event, as set forth in Section 8.1 of the Purchase and Sale Agreement; and 

(c) (i) the execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment and the Purchase and
Sale Agreement, as amended hereby, are within its organizational powers and have been duly authorized by all necessary action on its part and (ii) this Amendment and the Purchase and Sale Agreement, as amended hereby, are its valid and legally
binding obligations, enforceable in accordance with their respective terms. 

  
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 SECTION 4. Conditions Precedent. The effectiveness of this Amendment is subject to the
satisfaction of all of the following conditions precedent: 
 (a) The Company shall have received a fully executed counterpart of
(i) this Amendment and (ii) the Joinder Agreement. 
 (b) PNC shall have received a fully executed counterpart of (i) this
Amendment (ii) the Amendment No. 5 to the Receivables Purchase Agreement and Reaffirmation of the Performance Guaranty (the “RPA Amendment”) dated as of the date hereof among the Company, as seller, VWR International, as
servicer and PNC, as administrator, related committed purchaser, purchaser agent and LC bank, (iii) the Joinder Agreement, (iv) Company Notes each dated as of the date hereof executed by the Company in favor of each Joined Originator,
(v) the Second Amended and Restated Fee Letter (the “Fee Letter”) dated as of the date hereof among PNC and the Company and (vi) such other documents required pursuant to Section 4.3(a) of the Purchase and Sale
Agreement. 
 (c) PNC and the Company shall have received such documents and certificates as PNC or the Company shall have reasonably
requested on or prior to the date hereof. 
 (d) No Purchase and Sale Termination Event or Purchase and Sale Unmatured Termination Event, as
set forth in Section 8.1 to the Receivables Purchase Agreement, shall have occurred and be continuing. 
 SECTION 5.
Amendment. The Originators and the Company hereby agree that the provisions and effectiveness of this Amendment shall apply to the Purchase and Sale Agreement as of the date hereof. Except as amended by this Amendment, the Purchase and Sale
Agreement remains unchanged and in full force and effect. This Amendment is a Transaction Document. 
 SECTION 6. Counterparts. This
Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 7. Captions. The headings of the Sections of this Amendment are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions of this Amendment. 
 SECTION 8. Successors and Assigns. The terms of this Amendment
shall be binding upon, and shall inure to the benefit of, the Originators and the Company and their respective successors and permitted assigns. 

SECTION 9. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. 
 SECTION 10. Governing Law and Jurisdiction. The provisions of the Purchase and Sale Agreement
with respect to governing law, jurisdiction, and agent for service of process are incorporated in this Amendment by reference as if such provisions were set forth herein. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their duly authorized
officers as of the date first above written. 
  

			
	 AMRESCO, LLC,
as an Originator

		
	By:		 /s/ Scott K. Baker

	Name:		Scott K. Baker
	Title:		Secretary



  

					
			S-1		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 
			
	 BIOEXPRESS, LLC,
as an Originator

		
	By:		 /s/ Scott K. Baker

	Name:		Scott K. Baker
	Title:		Secretary



  

					
			S-2		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 
			
	 INTEGRA COMPANIES, LLC,
as an Originator

		
	By:		 /s/ Scott K. Baker

	Name:		Scott K. Baker
	Title:		Secretary



  

					
			S-3		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 
			
	 STI COMPONENTS, LLC,
as an Originator

		
	By:		 /s/ Scott K. Baker

	Name:		Scott K. Baker
	Title:		Secretary



  

					
			S-4		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 
			
	 TEK PRODUCTS, INC.,
as an Originator

		
	By:		 /s/ Scott K. Baker

	Name:		Scott K. Baker
	Title:		Secretary



  

					
			S-5		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 
			
	 VWR INTERNATIONAL, LLC,
as an Originator

		
	By:		 /s/ James M. Kalinovich

	Name:		James M. Kalinovich
	Title:		Vice President



  

					
			S-6		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 
			
	 VWR RECEIVABLES FUNDING, LLC,
as the Company

		
	By:		 /s/ Scott K. Baker

	Name:		Scott K. Baker
	Title:		Secretary



  

					
			S-7		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 SCHEDULE I 

Schedule I 
 LIST OF
ORIGINATORS 
 AMRESCO, LLC 
 BioExpress, LLC 

Integra Companies, LLC 
 STI Components, LLC 

TEK Products, Inc. 
 VWR International, LLC 

  

					
			SCH I-1		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 SCHEDULE II 

[Reserved] 

  

					
			SCH II-1		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 SCHEDULE III 

Schedule III 
 STATE OF
ORGANIZATION OF THE ORIGINATORS 
  

			
	 Originator
	  	 State of Organization

		
	AMRESCO, LLC	  	Ohio
		
	BioExpress, LLC	  	Utah
		
	Integra Companies, LLC	  	Massachusetts
		
	STI Components, LLC	  	Virginia
		
	TEK Products, Inc.	  	Minnesota
		
	VWR International, LLC	  	Delaware


  
 SCH III-1 








 SCHEDULE IV 

Schedule IV 
 LOCATION OF
BOOKS AND RECORDS OF THE ORIGINATORS 
  

			
	 Originator
	  	 Location of Books and Records

		
	AMRESCO, LLC	  	 190876681 Cochran Road
 Solon, OH 44139

and
 100 Matsonford Road

Building One, Suite 200
 Radnor, PA 19087

		
	BioExpress, LLC	  	 100 Matsonford Road
 Building One, Suite 200

Radnor, PA 19087

		
	Integra Companies, LLC	  	 29 Saratoga Blvd.
 Devens, MA 01432

and
 100 Matsonford Road

Building One, Suite 200
 Radnor, PA 19087

		
	STI Components, LLC	  	 606 Church Street, Unit 106
 Morrisville, NC
27560
 and
 100 Matsonford Road

Building One, Suite 200
 Radnor, PA 19087

		
	TEK Products, Inc.	  	 2435 W. Industrial Blvd.
 Long Lake, MN
55356
 and
 100 Matsonford Road

Building One, Suite 200
 Radnor, PA 19087

		
	VWR International, LLC	  	 100 Matsonford Road
 Building One, Suite 200

Radnor, PA 19087



  

					
		 	SCH IV-1	 	Amendment No. 1 to PSA
		 		 	VWR Receivables Funding, LLC









 SCHEDULE V 

Schedule V 
 TRADE NAMES

  

			
	 Legal Name
	  	 Trade Names

		
	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
		
	Integra Companies, LLC	  	Integra Companies, LLC
		
	STI Components, LLC	  	STI Components, LLC
		
	TEK Products, Inc.	  	TEK Products, Inc.
		
	VWR International, LLC	  	VWR International, 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


  

					
		 	SCH V-1	 	Amendment No. 1 to PSA
		 		 	VWR Receivables Funding, LLC










 SCHEDULE V 
  


			
	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
		
	VWR International, Inc.		VWR International, Inc.
		
			VWR International
		
			Cenco Physics
		
			Sargent Welch


  

					
			SCH V-2		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC









 EXHIBIT A 

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+Servicing Fee Rate+Loss Rate) x		Days’ Sales Outstanding		]}
				365	

 Where: 

Prime Rate =              

Servicing Fee Rate =              

Loss Rate =              

Days’ Sales Outstanding =              

 

	3.	Purchase Price (1 x 2) = $         

  

	4.	Reductions in the Purchase Price = $         

  

	5.	Net Purchase Price (3-4) = $         


  

					
			EX A-1		Amendment No. 1 to PSA
					VWR Receivables Funding, LLC