Draft of November 17, 1997 2,750,000 SHARES VWR SCIENTIFIC PRODUCTS CORPORATION COMMON SHARES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 18th, 1997 • VWR Scientific Products Corp • Wholesale-professional & commercial equipment & supplies • New York
by and amongSupply Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Illinois
AMONGCredit Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
EXHIBIT A-1Revolving Credit Note • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies
This Note is one of the Revolving Credit Notes referred to in, evidences indebtedness incurred under, and is entitled to the benefits of, the Credit Agreement dated as of September __, 1995 (said Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being referred to as the "Credit Agreement") among the Borrowers, VWR Scientific of Canada Ltd., the other banks and financial institutions parties thereto, CoreStates Bank, N.A., as administrative agent and collateral agent, Bank of America National Trust and Savings Association, as syndication agent, PNC Bank, National Association, as documentation agent, BA Securities, Inc., as arranger, and Seattle-First National Bank, as lead manager. The Credit Agreement, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional prepayment of the principal hereof prior to the maturity thereof, for a higher rate of interest hereunder
Exhibit 4(b) _________________________________________________________________ AMENDMENT NUMBER ONE TO THE STANDSTILL AGREEMENTStandstill Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
EXHIBIT A-2Term Note • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies
SECTION 1Asset Purchase Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Illinois
ARTICLE 1 DEFINITIONSDebenture Purchase Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
SECOND AMENDMENT SECOND AMENDMENT, dated as of August 30, 1996, among VWR SCIENTIFIC PRODUCTS CORPORATION (formerly known as VWR Corporation) ("VWR"), VWR SCIENTIFIC OF CANADA LTD. ("VWR Canada"), SCIENTIFIC HOLDINGS CORP. ("Scientific Holdings"), VWR...Credit Agreement • March 31st, 1997 • VWR Scientfic Products Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
THIRD AMENDMENT THIRD AMENDMENT, dated as of November 22, 1996, among VWR SCIENTIFIC PRODUCTS CORPORATION (formerly known as VWR Corporation) ("VWR"), VWR SCIENTIFIC OF CANADA LTD. ("VWR Canada"), SCIENTIFIC HOLDINGS CORP. ("Scientific Holdings"), VWR...Credit Agreement • March 31st, 1997 • VWR Scientfic Products Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
AGREEMENT ---------Services Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Illinois
BACKGROUNDEmployment Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies
FIRST AMENDMENT FIRST AMENDMENT, dated as of January 16, 1996, among VWR SCIENTIFIC PRODUCTS CORPORATION (formerly known as VWR Corporation) ("VWR"), VWR SCIENTIFIC OF CANADA LTD. ("VWR Canada"), SCIENTIFIC HOLDINGS CORP. ("Scientific Holdings"), VWR...Credit Agreement • March 31st, 1997 • VWR Scientfic Products Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
AGREEMENT ---------Distribution Agreement • September 29th, 1995 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Illinois
PURCHASE AGREEMENT BY AND AMONG VWR SCIENTIFIC PRODUCTS CORPORATION, AND CHARLES E. BALBACH, PAUL F. ECKEL, SCIENCE KIT, INC., BOREAL LABORATORIES, LTD., WARD'S NATURAL SCIENCE ESTABLISHMENT, INC., CENTRAL SCIENTIFIC COMPANY, ARBOR SCIENTIFIC CO....Purchase Agreement • August 14th, 1998 • VWR Scientific Products Corp • Wholesale-professional & commercial equipment & supplies • New York
AGREEMENT AND PLAN OF MERGER dated JUNE 8, 1999 among EM LABORATORIES, INCORPORATED, EM SUBSIDIARY, INC. and VWR SCIENTIFIC PRODUCTS CORPORATION ARTICLE I - THE OFFER 2 Section 1.1. The Offer 2 Section 1.2. Company Actions 3 Section 1.3. Standstill...Merger Agreement • June 10th, 1999 • VWR Scientific Products Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
CREDIT AGREEMENT Dated as of July 31, 1998 among VWR SCIENTIFIC PRODUCTS CORPORATION, VWR SCIENTIFIC OF CANADA LTD., SCIENTIFIC HOLDINGS CORP., SCIENCE KIT, INC., WARDS NATURAL SCIENCE ESTABLISHMENT, INC., CENTRAL SCIENTIFIC COMPANY and A.J. REYNOLDS...Credit Agreement • April 1st, 1999 • VWR Scientific Products Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
SHAREHOLDER AGREEMENT This Shareholder Agreement, dated as of June 8, 1999 (this "Agreement"), is made and entered into among EM Laboratories, a New York corporation ("Parent"), EM Subsidiary, Inc., a Pennsylvania corporation and a wholly owned...Shareholder Agreement • June 10th, 1999 • VWR Scientific Products Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
