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EXHIBIT 4(l)
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 SCIENTIFIC INTERNATIONAL CORPORATION, ("VWR International"), the several
banks and other financial institutions parties to the Credit Agreement (as
hereinafter defined) (individually a "Bank"; collectively, the "Banks"),
CORESTATES BANK, N.A., as administrative agent (in such capacity, the
"Administrative Agent"), and PNC BANK, NATIONAL ASSOCIATION, as documentation
agent (in such capacity, the "Documentation Agent").
W I T N E S S E T H:
WHEREAS, VWR, VWR Canada, Scientific Holdings, VWR International
(individually, a "Borrower"; collectively, the "Borrowers"), the Banks, the
Administrative Agent and the Documentation Agent are parties to a Credit
Agreement, dated as of September 14, 1995 (as heretofore amended, supplemented
or otherwise modified, the "Credit Agreement");
WHEREAS, the Borrowers have requested that the Banks (a) amend the definition
of Applicable Margin so as to reduce the interest rate applicable to Loans,
(b) increase the Swing Line Commitment and (c) delete the requirement that
there be certain time periods in which the available commitments are at least
$30,000,000; and
WHEREAS, the Required Banks have agreed to so amend the Credit Agreement on
the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
2. Amendment to Definition of Applicable Margin. Section 1.1 of the Credit
Agreement is hereby amended by deleting the chart appearing in the definition
of the term Applicable Margin and inserting in lieu thereof the following new
chart:
Senior Debt/EBITDA Eurodollar Canadian Canadian
Ratio Base Rate Rate Base Rate COF RATE
------------------ --------- ---------- --------- --------
Less than 1.50 to 1 0 .50% 0 .5%
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Less than 2.00 to 1
but greater than or
equal to 1.50 to 1 0 .75% 0 .75%
Less than 2.50 to 1
but greater than or
equal to 2.00 to 1 0 1.00% 0 1.00%
Less than 3.00 to 1
but greater than or
equal to 2.50 to 1 0 1.25% 0 1.25%
Less than 3.50 to 1
but greater than or
equal to 3.00 to 1 0 1.50% 0 1.50%
Equal to or greater
than 3.50 to 1 .75% 2.25% .75% 2.25%
3. Increase on Swing Line Commitment. Section 2.13(a) of the Credit
Agreement is hereby amended by deleting the number "$5,000,000" the one time
it appears therein and inserting in lieu thereof the number "$10,000,000".
4. Deletion of Clean-Up Provision. (a) Section 5.7 of the Credit Agreement
is hereby amended by deleting in its entirety clause (d) thereof from the
phrase "The applicable Borrower(s)" to and including the words "each being
prepaid" and inserting in lieu thereof the phrase "[INTENTIONALLY DELETED]"
and (b) Section 10.1 of the Credit Agreement is hereby amended by deleting in
its entirety clause (i) thereof from the phrase "Either (i) in" through and
including the phrase "at least $30,000,000" and inserting in lieu thereof the
phrase "[INTENTIONALLY DELETED]".
5. Representations and Warranties. Each of the Borrowers hereby represents
and warrants to the Banks and the Agents that:
There exists no Default or Event of Default under the Credit Agreement as
amended hereby;
The representations and warranties made in the Credit Agreement are true and
correct in all material respects on and as of the date hereof as if made on
and as of the date hereof; and
The execution and delivery of this Second Amendment by and on behalf of each
Borrower has been duly authorized by all requisite action on behalf of the
Borrowers and this Second Amendment constitutes the legal, valid and binding
obligation of each Borrower, enforceable against it in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity
or at law).
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6. Effectiveness. This Second Amendment shall become effective upon the
Administrative Agent receiving (a) counterparts hereof duly executed by each
Borrower and each Bank and (b) a Swing Line Note in the amount of $10,000,000
executed by the U.S. Dollar Borrowers in favor of CoreStates Bank, N.A. If
and when this Second Amendment becomes effective, the amendment to the
definition of the term "Applicable Margin" set forth in Paragraph 2 hereof
shall be deemed to be effective on and as of September 15, 1996..
7. Limited Effect. Except as expressly amended by this Second Amendment, the
Credit Agreement shall continue to be, and shall remain, unaltered and in full
force and effect in accordance with its terms.
8. Release and Indemnity. Recognizing and in consideration of the Banks' and
the Administrative Agent's agreement to the amendments set forth herein, each
Borrower hereby waives and releases the Banks and the Agents and their
officers, attorneys, agents, and employees from any liability, suit, damage,
claim, loss or expense of any kind or nature whatsoever and howsoever arising
that such Borrower ever had or now has against any of them arising out of or
relating to any Bank's or any Agent's acts or omissions with respect to this
Second Amendment, the Credit Agreement, the other Loan Documents or any other
matters described or referred to herein or therein. Each Borrower further
hereby agrees to indemnify and hold the Agents and the Banks and their
officers, attorneys, agents and employees harmless from any loss, damage,
judgment, liability or expense (including counsel fees) suffered by or
rendered against the Banks or the Agents or any of them on account of anything
arising out of this Second Amendment, the Credit Agreement, the other Loan
Documents or any other document delivered pursuant thereto up to and including
the date hereof; provided that, no Borrower shall have any obligation
hereunder to any Bank or Agent with respect to indemnified liabilities arising
from the gross negligence or willful misconduct of such Bank or Agent.
9. Miscellaneous.
(a) Expenses. Each Borrower agrees to pay all of the Administrative
Agent's reasonable out-of-pocket expenses incurred in connection with the
preparation, negotiation and execution of this Second Amendment including,
without limitation, the reasonable fees and expenses of Xxxxxxx Xxxxx Xxxxxxx
& Xxxxxxxxx.
(b) Governing Law. This Second Amendment shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania.
(c) Successor and Assigns. The terms and provisions of this Second
Amendment shall be binding upon and shall inure to the benefit of the
Borrowers, the Agents and the Banks and their respective successors and
assigns.
(d) Counterparts. This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of
which shall constitute one and the same instrument.
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(e) Headings. The headings of any paragraph of this Second Amendment are
for convenience only and shall not be used to interpret any provision hereof.
(f) Modifications. No modification hereof or any agreement referred to
herein shall be binding or enforceable unless in writing and signed on behalf
of the party against whom enforcement is sought.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
ATTEST: VWR SCIENTIFIC PRODUCTS CORPORATION
By: By:
----------------------------- ------------------------------
Name: Name:
Title: Title:
ATTEST: VWR SCIENTIFIC OF CANADA LTD.
By: By:
----------------------------- -----------------------------
Name: Name:
Title: Title:
SCIENTIFIC HOLDINGS CORP.
By:
----------------------------
Name:
Title:
ATTEST: VWR SCIENTIFIC INTERNATIONAL
CORPORATION
By: By:
---------------------------- ----------------------------
Name: Name:
Title: Title:
CORESTATES BANK, N.A.
as a Bank and as
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Administrative Agent
By:
----------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
as a Bank and as
Documentation Agent
By:
---------------------------
Name:
Title:
SEATTLE-FIRST NATIONAL BANK
By:
---------------------------
Name:
Title:
00
XXXX XX XXXXXXX XXXXXX
By:
---------------------------
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
----------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF
BOSTON
By:
----------------------------
Name:
Title:
BAYERISCHE LANDESBANK
GIROZENTRALE,
Cayman Islands Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title
COMMERZBANK, A.G.
By:
--------------------------
Name:
Title:
71
By:
----------------------------
Name:
Title:
DEUTSCHE BANK AG, New York
Branch and/or Cayman Islands
Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK,
New York Branch and/or
Cayman Islands Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
DRESDNER BANK AG, New York
Branch and Grand Cayman
Branch
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
72
Title:
THE FUJI BANK, LIMITED
By:
----------------------------
Name:
Title:
73
LTCB TRUST COMPANY
By:
----------------------------
Name:
Title:
THE NIPPON CREDIT BANK, LTD.
By:
----------------------------
Name:
Title:
THE BANK OF NEW YORK
By:
-----------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
BANQUE FRANCAISE DU COMMERCE
EXTERIEUR
By:
-----------------------------
Name:
Title:
By:
-----------------------------
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Name:
Title:
CREDIT LYONNAIS
CAYMAN ISLAND BRANCH
By:
-----------------------------
Name:
Title:
MELLON BANK, N.A.
By:
-----------------------------
Name:
Title:
NATIONAL BANK OF CANADA
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
NATIONAL CITY BANK
By:
-----------------------------
Name:
Title:
THE ROYAL BANK OF SCOTLAND plc
By:
-----------------------------
Name:
Title:
75
SOCIETE GENERALE
By:
-----------------------------
Name:
Title:
(..continued)
