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VWR International, LLC
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8-K
Jan 30, 8:44 PM ET
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VWR International, Inc. 8-K
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Contents
16
A. Amendments to the Credit Agreement
1. Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order:
2. Section 8.2 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (q) thereof, (ii) deleting clause (r) in its entirety and (iii) inserting the following new clauses (r) and (s) immediately following the end of clause (q):
3. Section 8.3 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (p) thereof, (ii) deleting the period at the end of clause (q) and inserting the text “; and” in lieu thereof and (iii) inserting the following new clause (r) immediately following the end of clause (q):
4. Section 8.4 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (o) thereof, (ii) deleting the period at the end of clause (p) and inserting the text “; and” in lieu thereof and (iii) inserting the following new clause (q) immediately following the end of clause (p):
5. Section 8.9 of the Credit Agreement is hereby amended by (i) deleting the text “and” appearing at the end of clause (o) thereof, (ii) deleting clause (p) in its entirety
B. Amendments to the Guarantee and Collateral Agreement
1. Section 5.2.13 of the Guarantee and Collateral Agreement is hereby amended by deleting the first sentence thereof in its entirety and inserting the following new first sentence in lieu thereof:
C. Miscellaneous Provisions
1. In order to induce the Lenders to enter into this Amendment, the Parent Borrower hereby represents and warrants to each of the Lenders that (i) all of the representations and warranties contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date, after giving effect to this Amendment (unless such representations and warranties relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) there exists no
Default or Event of Default on the First Amendment Effective Date, after giving effect to this Amendment.
2. This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement, the Guarantee and Collateral Agreement or any other Loan Document.
3. This Amendment may be executed in any number of counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts executed by all the parties hereto shall be lodged with the Parent Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the “First Amendment Effective Date”) when Holdings, the Parent Borrower, the Subsidiary Guarantors and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (which delivery may be by way of telecopier or other electronic means) the same to the Administrative Agent.
6. From and after the First Amendment Effective Date, (i) all references in the Credit Agreement and in the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby and (ii) all references in the Guarantee and Collateral Agreement and in the other Loan Documents to the Guarantee and Collateral Agreement shall be deemed to be references to the Guarantee and Collateral Agreement as modified hereby.