EXHIBIT 4 (f)
EXHIBIT A-1
FORM OF REVOLVING CREDIT NOTE
$__________________ Philadelphia, Pennsylvania
_______________, 1995
FOR VALUE RECEIVED, VWR CORPORATION, a Pennsylvania corporation
("VWR"), SCIENTIFIC HOLDINGS CORP., a Delaware corporation ("Scientific
Holdings"), and VWR SCIENTIFIC INTERNATIONAL CORPORATION, a Barbados corporation
("VWR International") (VWR, Scientific Holdings and VWR International each
individually a "Borrower"; collectively, the "Borrowers") hereby jointly and
severally unconditionally promise to pay to the order of
__________________________________ (the "Bank") at the office of CoreStates
Bank, N.A. (the "Administrative Agent") located at 0000 Xxxxxxxx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, on the Termination Date (as such term is
defined in the Credit Agreement hereinafter referred to) in lawful money of the
United States of America and in immediately available funds, the principal sum
of (a) _____________________ DOLLARS ($_______________), or, if less, (b) the
aggregate unpaid principal amount of all Revolving Credit Loans made by the Bank
to the Borrowers pursuant to the Credit Agreement. 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 together with all other
costs, fees and expenses as provided 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 Revolving Credit 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, interest and
other amounts outstanding in accordance with the terms of this Note and the
Credit Agreement.
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
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:________________________
[Signatures Continued on Next Page]
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SCIENTIFIC HOLDINGS CORP.
[CORPORATE SEAL]
Attest:_______________________ By:___________________________
Title:________________________ Title:________________________
VWR SCIENTIFIC INTERNATIONAL
CORPORATION
[CORPORATE SEAL]
Attest:_______________________ By:___________________________
Title:________________________ Title:________________________
3
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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___________________________________________________________________________________________________
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___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
___________________________________________________________________________________________________
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