VWR CORPORATION (Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2016 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
VWR FUNDING, INC. as Issuer and THE GUARANTORS PARTY HERETO 4.625% SENIOR NOTES DUE 2022 INDENTURE DATED AS OF MARCH 25, 2015 LAW DEBENTURE TRUST COMPANY OF NEW YORK as Trustee DEUTSCHE BANK AG, LONDON BRANCH as Paying Agent DEUTSCHE BANK LUXEMBOURG...Indenture • March 25th, 2015 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
This Indenture, dated as of March 25, 2015 is by and among VWR Funding, Inc., a Delaware corporation (the “Company”), each Guarantor (as defined herein), Law Debenture Trust Company of New York, as trustee (the “Trustee”), Deutsche Bank AG, London Branch, as Paying Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Transfer Agent.
VWR CORPORATION (Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2016 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
Varietal Distribution Holdings, LLC (the “Selling Shareholder”) as shareholder of VWR Corporation, a Delaware corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”) with respect to (i) the sale by the Selling Shareholder and the purchase by the Underwriter of an aggregate of 8,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) and (ii) the grant by the Selling Shareholder to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of the 1,200,000 additional shares of Common Stock. The aforesaid 8,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any of the 1,200,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, (the “Securities”).
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANRestricted Stock Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
VWR CORPORATION REGISTRATION RIGHTS AGREEMENT October 7, 2014Registration Rights Agreement • October 7th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 7, 2014, between VWR Corporation, a Delaware corporation (the “Company”), and Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Holdings”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1. This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANIncentive Stock Option Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE VWR CORPORATION 2014 EQUITY INCENTIVE PLANStock Appreciation Rights Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between VWR Corporation, a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the VWR Corporation 2014 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCOME TAX RECEIVABLE AGREEMENT dated as of October 7, 2014Income Tax Receivable Agreement • October 7th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 7, 2014, is hereby entered into by and among VWR Corporation, a Delaware corporation (the “Corporation”) and Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Existing Stockholders Representative”).
AGREEMENT AND PLAN OF MERGER dated as of May 4, 2017, by and among AVANTOR, INC., VAIL ACQUISITION CORP and VWR CORPORATIONMerger Agreement • May 5th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 4, 2017 (this “Agreement”), is made by and among Avantor, Inc., a Delaware corporation (“Parent”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and VWR Corporation, a Delaware corporation (the “Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between VWR Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 24th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
CREDIT AGREEMENT dated as of September 28, 2015 (this “Agreement”), among VWR FUNDING, INC. (the “Parent Borrower”), each of the Foreign Subsidiary Borrowers (as defined herein) party from time to time hereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower”), the Lenders (as defined herein), CITIBANK, N.A., as Administrative Agent and Collateral Agent (in each case, as defined herein) for the Lenders, CITIBANK, N.A., BARCLAYS BANK PLC, GOLDMAN SACHS BANK USA, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, J.P. MORGAN SECURITIES LLC and PNC CAPITAL MARKETS LLC, as joint lead arrangers (the “Arrangers”) for the initial Credit Facilities (as defined herein), BARCLAYS BANK PLC and GOLDMAN SACHS BANK USA, as co-syndication agents, MIZUHO BANK, WELLS FARGO BANK, NATIONAL ASSOCIATION and COMPASS BANK DBA BBVA COMPASS, as co-documentation agents, SUMITOMO MITSUI BANKING CORPORATION, as senior managing agent, and TD
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 7th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2014 by and among VWR Corporation (formerly known as VWR Investors, Inc), a Delaware corporation (the “Company”), Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Investor”) and Madison Dearborn Capital Partners V-A, L.P., Madison Dearborn Capital Partners V-C, L.P., Madison Dearborn Capital Partners V Executive-A, L.P., MDCP Co-Investors (Varietal), L.P. and MDCP Co-Investors (Varietal-2), L.P. (collectively referred to herein as “MDP”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of September 28, 2015 among VWR CORPORATION, VWR FUNDING, INC.,Guarantee and Collateral Agreement • September 30th, 2015 • VWR Corp • Wholesale-professional & commercial equipment & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of September 28, 2015 (this “Agreement”), among VWR CORPORATION, a Delaware corporation, VWR FUNDING, INC., a Delaware corporation (the “Parent Borrower”), the subsidiaries of the Parent Borrower from time to time party hereto and CITIBANK, N.A. (“Citi”), as collateral agent (in such capacity, the “Collateral Agent”).
VWR Corporation Radnor Corporate Center Building One, Suite 200Income Tax Receivable Agreement • May 5th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies
Reference is made to that certain Income Tax Receivable Agreement, dated as of October 7, 2014, by and between VWR Corporation, a Delaware corporation (“VWR”), and Varietal Distribution Holdings, LLC, a Delaware limited liability company (“VDH”) (as amended, restated, supplemented, waived or modified in accordance with its terms, the “Tax Receivables Agreement”). Reference is also made to the Agreement and Plan of Merger, dated on or about the date hereof (the “Merger Agreement”), by and among Avantor, Inc., a Delaware corporation (“Parent”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and VWR. Capitalized terms used in this letter and not otherwise defined herein have the meanings set forth in the Tax Receivables Agreement.
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 19th, 2015 • VWR Corp • Wholesale-professional & commercial equipment & supplies
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”).
TERMINATION AGREEMENTTermination Agreement • September 17th, 2014 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Illinois
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2014 by and among VWR Funding, Inc., a Delaware corporation (“VWR Funding”), Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (“MDP”) and Avista Capital Holdings, L.P., a Delaware limited partnership (“Avista” and, together with VWR Funding and MDP, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Management Agreement (as defined below).
AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTYReceivables Purchase Agreement • May 19th, 2015 • VWR Corp • Wholesale-professional & commercial equipment & supplies
THIS AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of May 18, 2015, is among VWR RECEIVABLES FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”), VWR INTERNATIONAL, LLC, a Delaware limited liability company (together with its successors and permitted assigns, “VWR”), as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), and performance guarantor (in such capacity, together with its successors and permitted assigns in such capacity, the “Performance Guarantor”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”), PNC, as issuer of Letters of Credit (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”), PNC, as related committed purchaser (in such capacity, together with its successors
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 5th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 4, 2017, is entered into by and among Avantor, Inc., a Delaware corporation (“Parent”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”) and a wholly owned direct or indirect subsidiary of Parent, and Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Stockholder”).
EMPLOYMENT AGREEMENT by and betweenEmployment Agreement • February 24th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 25th, 2016 • VWR Corp • Wholesale-professional & commercial equipment & supplies
THIS AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT, dated as of January 1, 2016 (this “Amendment”), is made to the Limited Liability Company Agreement, dated as of June 29, 2007 (as amended, the “Agreement”), by and among Varietal Distribution Holdings, LLC, a Delaware limited liability company and each of the unitholders party thereto. Terms used and not otherwise defined herein have the meanings accorded to such terms in the Agreement.
TERMINATION AGREEMENTTermination Agreement • March 4th, 2015 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Illinois
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of October 7, 2014 by and among VWR Funding, Inc., a Delaware corporation (“VWR Funding”), Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (“MDP”) and Avista Capital Holdings, L.P., a Delaware limited partnership (“Avista” and, together with VWR Funding and MDP, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Management Agreement (as defined below).
