Exhibit 4(e)
EXHIBIT A-2
FORM OF TERM NOTE
$__________________ Philadelphia, Pennsylvania
_______________, 1995
FOR VALUE RECEIVED, VWR CORPORATION, a Pennsylvania corporation
("VWR"), SCIENTIFIC HOLDINGS CORP., a Delaware corporation ("Scientific
Holdings"), and VWR SCIENTIFIC INTERNATIONAL CORPORATION, a Barbados corporation
("VWR International") (VWR, Scientific Holdings and VWR International each
individually a "Borrower"; collectively, the "Borrowers") hereby jointly and
severally unconditionally promise to pay to the order of
__________________________________ (the "Bank") at the office of CoreStates
Bank, N.A. (the "Administrative Agent") located at 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, in lawful money of the United States of
America and in immediately available funds, the principal sum of
_____________________ DOLLARS ($_______________), in such quarterly installments
of principal in such amounts, and payable at such times, as are specified in the
Credit Agreement referred to below. The Borrowers further agree to pay interest
accrued on the unpaid principal amount outstanding hereunder from time to time
from the date hereof in like money at such office at the rates and on the dates
specified in the Credit Agreement.
The holder of this Note is authorized to endorse on Schedule 1 annexed
hereto and made a part hereof or on a continuation thereof which shall be
attached hereto and made a part hereof the respective date(s), Type and amount
of each Term Loan made by the Bank to the Borrowers, each continuation thereof,
each conversion of all or a portion thereof to another Type, the date and amount
of each payment or prepayment of principal thereof and, in the case of
Eurodollar Loans, the length of each Interest Period with respect thereto, which
endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed; provided, however, that the failure to make any such
endorsement (or any error in such recordation) shall not affect the obligations
of the Borrowers to make payments of principal and interest in accordance with
the terms of this Note and the Credit Agreement.
This Note is one of the Term 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 upon the
happening of an Event of Default, for the amendment or waiver of certain
provisions of the Credit Agreement and for certain security interests granted by
the Borrowers. Reference is made to the Credit Agreement and the other Loan
Documents for a statement of the terms and conditions under which the Loans
evidenced hereby have been secured.
Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided therein.
All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and notice of any kind. No failure to exercise,
and no delay in exercising, any rights hereunder on the part of the holder
hereof shall operate as a waiver of such rights.
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Credit Agreement. This Note shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Pennsylvania.
[CORPORATE SEAL] VWR CORPORATION
Attest:_______________________ By:___________________________
Title:________________________ Title:________________________
SCIENTIFIC HOLDINGS CORP.
[CORPORATE SEAL]
Attest:_______________________ By:___________________________
Title:________________________ Title:________________________
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VWR SCIENTIFIC INTERNATIONAL
CORPORATION
[CORPORATE SEAL]
Attest:_______________________ By:___________________________
Title:________________________ Title:________________________
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SCHEDULE 1
LOANS, CONVERSIONS AND PAYMENTS
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AMOUNT OF AMOUNT OF
BASE RATE EURODOLLAR
LOANS LOANS UNPAID
TYPE OF LOAN AMOUNT OF CONVERTED CONVERTED TO PRINCIPAL
(EURODOLLAR OR AMOUNT OF PRINCIPAL TO EURODOLLAR BASE RATE BALANCE OF NOTATION
DATE BASE RATE) LOANS REPAID LOANS LOANS LOANS MADE BY
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