CDRV Acquisition Corporation 8% Senior Subordinated Notes due 2014 Exchange and Registration Rights AgreementVWR International, Inc. • February 27th, 2006 • Wholesale-medical, dental & hospital equipment & supplies • New York
CDRV Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8% Senior Subordinated Notes due 2014. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
CDRV ACQUISITION CORPORATION as Issuer and the Subsidiary Guarantors from time to time parties hereto as Subsidiary Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF APRIL 7, 2004 67/8% SENIOR NOTES DUE 2012VWR International, Inc. • February 27th, 2006 • Wholesale-medical, dental & hospital equipment & supplies • New York
INDENTURE, dated as of April 7, 2004 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among CDRV Acquisition Corporation, a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, as Subsidiary Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee.
CDRV ACQUISITION CORPORATION as Issuer and the Subsidiary Guarantors from time to time parties hereto as Subsidiary Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE DATED AS OF APRIL 7, 2004 8% SENIOR SUBORDINATED NOTES DUE 2014Indenture • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
INDENTURE, dated as of April 7, 2004 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among CDRV Acquisition Corporation, a corporation organized under the laws of the state of Delaware, as issuer, the Subsidiary Guarantors from time to time parties hereto, as Subsidiary Guarantors, and Wells Fargo Bank, National Association, a national banking association, as Trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania
EMPLOYMENT AGREEMENT, dated as of the 1st day of July, 2003 between VWR International, Inc., a Pennsylvania corporation (the “Company”) and Gerard Christian (the “Employee”).
ContractSupplemental Indenture • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
SUPPLEMENTAL INDENTURE, dated as of April 7, 2004 (this “Supplemental Indenture”), among VWR International, Inc., a Pennsylvania corporation (the “Company”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
CDRV Acquisition Corporation Exchange and Registration Rights AgreementAnd Registration Rights Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
Deutsche Bank Securities Inc. Citigroup Global Markets Inc. Banc of America Securities LLC BNP Paribas Securities Corp. Barclays Capital Inc. PNC Capital Markets, Inc.,
GUARANTEE AND COLLATERAL AGREEMENT made by CDRV HOLDINGS, INC., CDRV ACQUISITION CORPORATION (The Rights and Obligations of which Hereunder are to be Assumed by VWR INTERNATIONAL, INC.), and certain of its Subsidiaries in favor of DEUTSCHE BANK AG,...Guarantee and Collateral Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 7, 2004, made by CDRV Holdings, Inc., a Delaware corporation (“Holding”), CDRV Acquisition Corporation, a Delaware corporation (“Acquisition Corp.” and, together with any assignee of, or successor by merger to, Acquisition Corp.’s rights and obligations hereunder as provided herein, the “Parent Borrower”), the Foreign Subsidiary Borrowers from time to time parties thereto (the “Foreign Subsidiary Borrowers”), and certain other Subsidiaries of the Parent Borrower that are signatories hereto, in favor of Deutsche Bank AG, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement, dated as of April 7, 2004 (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of,
CREDIT AGREEMENT among CDRV ACQUISITION CORPORATION (The Rights and Obligations of which Hereunder are to be Assumed by VWR INTERNATIONAL, INC.) THE FOREIGN SUBSIDIARY BORROWERS FROM TIME TO TIME PARTIES HERETO THE SEVERAL LENDERS FROM TIME TO TIME...Credit Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
CREDIT AGREEMENT, dated as of April 7, 2004, among CDRV ACQUISITION CORPORATION, a Delaware corporation (“Acquisition Corp.” and, together with any assignee of, or successor by merger to, Acquisition Corp.’s rights and obligations hereunder as provided herein, the “Parent Borrower”), the Foreign Subsidiary Borrowers (as hereinafter defined) (the Foreign Subsidiary Borrowers together with the Parent Borrower, being collectively referred to as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1.1, the “Lenders”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBAG”), as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), CITICORP NORTH AMERICA, INC. (“CNAI”), as syndication agent (in such capacity, the “Syndication Agent”), and BANK OF AMERICA, N.A. (“BOA”), BNP PARIBAS (“BNPP”) and BARCLAYS BANK PLC (“Barcla
Employee Stock Option AgreementEmployee Stock Option Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Employee Stock Option Agreement, dated as of [ ], 2004, between CDRV Investors, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the CDRV Investors, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 8.
ContractSupplemental Indenture • November 19th, 2004 • VWR International, Inc. • Glass products, made of purchased glass • New York
SUPPLEMENTAL INDENTURE, dated as of April 7, 2004 (this “Supplemental Indenture”), among VWR International, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.
ContractConsulting Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This CONSULTING AGREEMENT, dated as of April 7, 2004 (this “Agreement”), is entered into by and among CDRV Investors, Inc., a Delaware corporation (“Investors”), CDRV Holdings, Inc., a Delaware corporation (“Holdings”), CDRV Acquisition Corporation, a Delaware corporation (“AcquisitionCo”), CDRV Delaware, Inc., a Delaware corporation (“MergerCo” and, together with Investors, Holdings and AcquisitionCo, the “Company Group”), and Clayton, Dubilier & Rice, Inc., a Delaware corporation (“CD&R”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
INDEMNIFICATION AGREEMENT, dated as of April 7, 2004 (the “Agreement”), among CDRV Investors, Inc., a Delaware corporation (“Investors”), CDRV Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Investors (“Holdings”), CDRV Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Holdings (“AcquisitionCo”), CDRV Delaware, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“MergerCo”), Clayton, Dubilier & Rice, Inc., a Delaware corporation (“CD&R”), and Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership (together with any other investment vehicle managed by CD&R, the “CD&R Fund”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 23rd, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Restricted Stock Unit Agreement, dated as of [ ], 2006, between CDRV Investors, Inc., a Delaware corporation, and [ ] (the “Employee”), is being entered into pursuant to the CDRV Investors, Inc. Stock Incentive Plan.
FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, dated December 6, 2006 (this “Amendment”), among CDRV Investors, Inc., a Delaware corporation (“Investors”), CDRV Investment Holdings Corporation, a Delaware corporation (“CDRV Investment Holdings...Indemnification Agreement • December 12th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
WHEREAS, Investors, Holdings, VWR, CD&R and CD&R Fund VI are parties to the Indemnification Agreement, dated as of April 7, 2004 (the “Indemnification Agreement”);
ASSUMPTION AGREEMENTAssumption Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
ASSUMPTION AGREEMENT, dated as of April 7, 2004 (this “Agreement”), between CDRV Acquisition Corporation, a Delaware corporation (“Assignor”), and VWR International, Inc., a Delaware corporation (“Assignee”), and consented to by Deutsche Bank AG, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER AND PLAN OF REORGANIZATIONAgreement and Plan of Merger and Plan of Reorganization • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
WHEREAS, the Corporation, acquired all of the issued and outstanding shares of common stock, par value $0.01 per share, of the VWR International Corporation, a Delaware corporation and certain designees of the Corporation acquired a 10% ownership interest in VWR International Immobilien GmbH, a German limited liability company, pursuant to a Stock Purchase Agreement, dated as of February 15, 2004, by and among Merck KGaA, a German partnership limited by shares, Merck Holding GmbH, a German private limited liability company, VWR International Holding Europe GmbH, a German private limited liability company, EMD Chemicals Inc., a New York corporation, and the Corporation (the “Acquisition”);
REGISTRATION AND PARTICIPATION AGREEMENTRegistration and Participation Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
REGISTRATION AND PARTICIPATION AGREEMENT, dated as of April 7, 2004, among CDRV Investors, Inc., a Delaware corporation (the “Company”), Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership (together with any successor investment vehicle managed by Clayton, Dubilier & Rice, Inc., the “CD&R Fund”), Banc of America Capital Investors, L.P., a Delaware limited partnership (“BACI”), SSB Capital Partners (Master Fund) I, L.P., a Delaware limited partnership (“SSB”) and CGI Private Equity L.P., LLC, a Delaware limited liability company (“CGI”, and together with BACI and SSB, collectively, the “Co-Investors”) and the other stockholders of the Company who may become parties hereto from time to time pursuant to Section 7.1 or Section 7.7 (such other stockholders, the CD&R Fund and the Co-Investors, collectively, the “Stockholders”). The meanings of capitalized terms are found in Article VI.
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
STOCK SUBSCRIPTION AGREEMENT, dated as of April 7, 2004, between CDRV Investors, Inc., a Delaware corporation (the “Company”), and Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership (together with any other investment vehicle managed by Clayton, Dubilier & Rice, Inc., the “Purchaser”).
FIRST AMENDMENT TO CONSULTING AGREEMENT, dated December 6, 2006 (this “Amendment”), among CDRV Investors, Inc., a Delaware corporation (“Investors”), CDRV Investment Holdings Corporation, a Delaware corporation (“CDRV Investment Holdings...Consulting Agreement • December 12th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
WHEREAS, Investors, Holdings, VWR and CD&R are parties to the Consulting Agreement, dated as of April 7, 2004 (the “Consulting Agreement”);
Employee Stock Subscription AgreementEmployee Stock Subscription Agreement • February 27th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Employee Stock Subscription Agreement, dated as of [ ], between CDRV Investors, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the CDRV Investors, Inc. Stock Incentive Plan. The meaning of each capitalized term may be found in Section 10.
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 11th, 2006 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies
This Restricted Stock Unit Agreement, dated as of [ ], 2006, between CDRV Investors, Inc., a Delaware corporation, and [ ] (the “Employee”), is being entered into pursuant to the CDRV Investors, Inc. Stock Incentive Plan.
THIRD AMENDMENTThird Amendment • January 31st, 2007 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
THIRD AMENDMENT (this “Amendment”), dated as of January 29, 2007, to the Credit Agreement, dated as of April 7, 2004 (as amended, supplemented, waived or otherwise modified prior to the date hereof, the “Credit Agreement”), among VWR INTERNATIONAL, INC. (as successor in interest to CDRV Acquisition Corporation) (the “Parent Borrower”), the Foreign Subsidiary Borrowers from time to time parties to the Credit Agreement, the lenders from time to time party to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), CITICORP NORTH AMERICA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS and BARCLAYS BANK PLC, as Documentation Agents. Unless otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as therein defined.
Rabbi Trust AgreementRabbi Trust Agreement • May 14th, 2007 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Pennsylvania
This rabbi trust agreement is based on the IRS model rabbi trust provisions contained in Revenue Procedure 92-64. Provisions from the IRS model rabbi trust have been selected which are frequently chosen by many if not most of Wells Fargo rabbi trust clients. Additional provisions have been added to reflect Wells Fargo operating procedures and administrative requirements. A Company should carefully review the trust agreement with its legal counsel to determine if it is appropriate for its particular situation. Wells Fargo does not provide legal advice and makes no representations concerning the tax consequences of a Company’s execution of this Agreement.
FIRST AMENDMENTFirst Amendment • January 31st, 2007 • VWR International, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
FIRST AMENDMENT (this “Amendment”), dated as of February 11, 2005, to (i) Credit Agreement dated as of April 7, 2004 (the “Credit Agreement”) among VWR INTERNATIONAL, INC. (as successor in interest to CDRV Acquisition Corporation) (the “Parent Borrower”), the Foreign Subsidiary Borrowers from time to time parties to the Credit Agreement, the lenders from time to time party to the Credit Agreement (each a “Lender” and, collectively, the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), CITICORP NORTH AMERICA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, and BARCLAYS BANK PLC, as Documentation Agents, and (ii) Guarantee and Collateral Agreement, dated as of April 7, 2004 (the “Guarantee and Collateral Agreement”), among CDRV HOLDINGS, INC. (“Holdings”), the Parent Borrower, the Foreign Subsidiary Borrowers from time to time parties to the Guarantee and Collateral Agreement, VWR, INC., SCIENCE KIT,
LOANOUT AGREEMENTLoanout Agreement • May 17th, 2005 • VWR International, Inc. • Wholesale-professional & commercial equipment & supplies • New York
This LOANOUT AGREEMENT, dated as of May 15, 2005 (the “Agreement”), by and among CDRV Investors, Inc., a Delaware corporation (“Investors”), CDRV Holdings, Inc., a Delaware corporation (“Holdings”), and VWR International, Inc., a Delaware corporation (“VWR” and, together with Investors and Holdings, the “Company Group”), and Clayton, Dubilier & Rice, Inc., a Delaware corporation (“CD&R”).
