Varietal Distribution Merger Sub, Inc. CDRV Investors, Inc. guaranteed as to the payment of principal, premium, if any, and interest by The Guarantors listed on Schedule I hereto Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of June 26, 2007 (the “Purchase Agreement”), by and among Varietal and the Purchasers, which provides for, among other things, the sale by Varietal to the Purchasers of $675,000,000 aggregate principal amount of the Issuer’s (as defined below) 10.25%/11.25% Senior Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among Varietal, the Company, the Guarantors and Law Debenture Trust Company of New York, as trustee (together with any successors in such capacity, the “Trustee”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s
CREDIT AGREEMENT dated as of June 29, 2007, among VARIETAL DISTRIBUTION MERGER SUB, INC. (to be merged with and into CDRV INVESTORS, INC. and renamed VWR FUNDING, INC.), as the Parent Borrower, THE FOREIGN SUBSIDIARY BORROWERS PARTY FROM TIME TO TIME...Credit Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
CREDIT AGREEMENT dated as of June 29, 2007 (this “Agreement”), among VARIETAL DISTRIBUTION MERGER SUB, INC., a Delaware corporation (“Merger Sub”), to be merged with and into CDRV INVESTORS, INC., a Delaware corporation, and renamed VWR FUNDING, INC. (the “Company”), each of the Foreign Subsidiary Borrowers (as defined herein) party from time to time hereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower (as defined herein), collectively, the “Borrowers” and each, a “Borrower”), the Lenders (as defined herein), BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent (in each case, as defined herein) for the Lenders (as defined herein), BANC OF AMERICA SECURITIES LLC, GOLDMAN SACHS CREDIT PARTNERS L.P. AND J.P. MORGAN SECURITIES INC., as joint lead arrangers (the “Arrangers”) for the Credit Facilities (as defined herein), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent, and JPMORGAN CHASE BANK, N.A., DEUTSCHE BANK SECURITIES
GUARANTEE AND COLLATERAL AGREEMENT dated as of June 29, 2007 among VWR INVESTORS, INC., VARIETAL DISTRIBUTION MERGER SUB, INC. (to be merged with and into CDRV INVESTORS, INC. and renamed VWR FUNDING, INC.), the Subsidiaries of CDRV INVESTORS, INC....Guarantee and Collateral Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
SUPPLEMENT NO. [•] (this “Supplement”) dated as of [•], to the Guarantee and Collateral Agreement dated as of June 29, 2007 (the “Guarantee and Collateral Agreement”), among VWR INVESTORS, INC., a Delaware corporation (“Intermediate Holdco”), VARIETAL DISTRIBUTION MERGER SUB., INC., a Delaware corporation (“Merger Sub”) to be merged with and into CDRV INVESTORS, INC. (the “Company”), each subsidiary of the Parent Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrowers and Intermediate Holdco are referred to collectively herein as the “Grantors”) and BANK OF AMERICA, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 29, 2007Limited Liability Company Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 29, 2007, is entered into by and among Varietal Distribution Holdings, LLC (the “Company”) and the Unitholders.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Second Amendment (this “Amendment”), dated as of May 30, 2007, is to the Agreement and Plan of Merger, dated May 2, 2007, among Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Parent”), Varietal Distribution Merger Sub, Inc., a Delaware corporation (“MergerCo”), and CDRV Investors, Inc., a Delaware corporation (the “Company”) (as amended by the First Amendment thereto dated May 7, 2007 and as otherwise amended or modified from time to time, the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Illinois
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of June 29, 2007, is made by and between VWR Funding, Inc., a Delaware corporation (the “Company”), and Madison Dearborn Partners V-B, L.P., a Delaware limited partnership (the “Advisor”).
VWR International, LLCEmployment Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
Reference is made to the Employment Letter dated June 29, 2007 (the “Employment Letter”), between VWR International, LLC (the “Company”) and you. In addition to the terms of your continuing employment set forth in the Employment Letter, for so long as you continue to maintain your permanent residence outside of a 100-mile radius of the Company’s corporate headquarters, you also will be provided a housing allowance of $3,000 a month for housing within a reasonable commuting distance of the Company’s corporate headquarters.
AGREEMENT AND PLAN OF MERGER among VARIETAL DISTRIBUTION HOLDINGS, LLC, VARIETAL DISTRIBUTION MERGER SUB, INC., and CDRV INVESTORS, INC. Dated as of May 2, 2007Merger Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
AGREEMENT AND PLAN OF MERGER, dated as of May 2, 2007, among Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Parent”), Varietal Distribution Merger Sub, Inc., a Delaware corporation (“MergerCo”), and CDRV Investors, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein are defined in Article VIII.
MANAGEMENT UNIT PURCHASE AGREEMENTManagement Unit Purchase Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS MANAGEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of June 29, 2007, by and between Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Company”), and the executive identified on the signature page attached hereto (“Executive”) and is being entered into pursuant to the Company’s 2007 Securities Purchase Plan (as amended, the “Plan”). Certain definitions are set forth in Section 7 of this Agreement and on the signature page attached hereto, which shall be deemed a part of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the LLC Agreement (as defined below).
SECURITYHOLDERS AGREEMENTSecurityholders Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is made as of June 29, 2007 by and among (i) Varietal Distribution Holdings, LLC, a Delaware limited liability company (the “Company”), (ii) Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership (“MDCP-A”), Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership (“MDCP-C”), Madison Dearborn Capital Partners V Executive-A, L.P., a Delaware limited partnership (“MDCP Executive”), MDCP Co-Investors (Varietal), L.P., a Delaware limited partnership (“MDCP Co-Invest 1”), and MDCP Co-Investors (Varietal-2), L.P., a Delaware limited partnership (“MDCP Co-Invest 2”), and any other investment fund managed by Madison Dearborn Partners, LLC, a Delaware limited liability company (“MDCP LLC”), that at any time acquires securities of the Company in accordance with this Agreement and the LLC Agreement (collectively, the “Investors” and each an “Investor”), (iii) each Person that joins this Agreement as an “Exec
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between VWR International, LLC (“VWR”), and Charles F. Canfield (“Executive”) (VWR and Executive collectively referred to as “the Parties”). Under this Agreement, VWR will provide Executive with additional monetary benefits in return for Executive’s release of, and promise not to sue on, any and all claims Executive may have against VWR arising out of that employment, including any claims Executive might have under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This First Amendment (this “Amendment”), dated as of May 7, 2007, is to the Agreement and Plan of Merger, dated May 2, 2007 (as amended, the “Merger Agreement”), among Varietal Distribution Holdings, LLC, a Delaware limited liability company (“Parent”), Varietal Distribution Merger Sub, Inc., a Delaware corporation (“MergerCo”), and CDRV Investors, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
SUPPLEMENTAL INDENTURE, dated as of June 12, 2007 (the “Supplemental Indenture”), between VWR INTERNATIONAL, INC., a Delaware corporation (the “Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined are used as defined in the Indenture (as defined below).
VARIETAL DISTRIBUTION MERGER SUB, INC. Purchase AgreementPurchase Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
Varietal Distribution Merger Sub, Inc., a Delaware corporation (the “Varietal”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. an aggregate of $353,335,000.00 and €125,000,000.00 principal amount of 10.75% Senior Subordinated Notes due 2017 (the “Securities”). Varietal hereby acknowledges and agrees that Goldman, Sachs & Co. will immediately resell at least 78% of the aggregate principal amount of the Securities to the purchasers named in Schedule I hereto (together with Goldman, Sachs & Co., the “Purchasers”). The Securities will be issued by Varietal pursuant to an indenture, to be dated on or about June 29, 2007 (the “Indenture”), among Varietal, VWR Funding, Inc. (formerly known as CDRV Investors, Inc.), a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Law Debenture Trust Company of New York, as trustee (the “Trustee”). In connection with the consummation of the Transactions (as defined herein),
Varietal Distribution Merger Sub, Inc. Purchase AgreementPurchase Agreement • August 14th, 2007 • VWR Funding, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
Varietal Distribution Merger Sub, Inc., a Delaware corporation (the “Varietal”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $675,000,000 principal amount of 10.25% Senior Notes due 2015 (the “Securities”). The Securities will be issued by Varietal pursuant to an indenture, to be dated on or about June 29, 2007 (the “Indenture”), among Varietal, CDRV Investors, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Law Debenture Trust Company of New York, as trustee (the “Trustee”). In connection with the consummation of the Transactions (as defined herein), Varietal will merge with and into the Company (the “Merger”), after which the obligations of Varietal under this Agreement, the Registration Rights Agreement (as defined herein) and the Indenture will become obligations of the Company. The representations, warranties and agreements of the
