**Exhibit 4.7(b)**

 

VARIETAL DISTRIBUTION MERGER SUB, INC.

 

10.75% SENIOR SUBORDINATED NOTES DUE 2017

 

 

***Purchase Agreement***

 

June 27, 2007

 

Goldman, Sachs & Co.,85 Broad Street,New York, New York  10004    and the several Purchasers    named in Schedule I hereto,

 

Ladies and Gentlemen:

 

VarietalDistribution Merger Sub, Inc., a Delaware corporation (the “Varietal”),proposes, subject to the terms and conditions stated herein, to issue and sellto Goldman, Sachs & Co. an aggregate of $353,335,000.00 and €125,000,000.00principal amount of 10.75% Senior Subordinated Notes due 2017 (the “Securities”).Varietal hereby acknowledges and agrees that Goldman, Sachs & Co. willimmediately resell at least 78% of the aggregate principal amount of theSecurities to the purchasers named in Schedule I hereto (together with Goldman,Sachs & Co., the “Purchasers”). The Securities will be issued byVarietal 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.), aDelaware 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”), afterwhich the obligations of Varietal under this Agreement, the Registration RightsAgreement (as defined herein) and the Indenture will become obligations of theCompany. The representations, warranties and agreements of the Company and theGuarantors under this Agreement shall not become effective until consummationof the Merger and execution by the Company and the Guarantors of a joinderagreement to this Agreement, the form of which is attached hereto as ExhibitA (the “Joinder Agreement”), at which time such representations,warranties and agreements shall become effective as of the date hereof pursuantto the terms of the Joinder Agreement and each of the Company and the Guarantorsshall, without any further action by any person, become a party to thisAgreement.

 

The Securitiesare being issued and sold in connection with the Merger, as a result of whichthe Company will become a wholly owned subsidiary of a newly formed holdingcompany owned by certain investment funds associated with or designated byMadison Dearborn Partners L.L.C., 

 

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together withcertain other investors who have agreed to co-invest with such investment fundsand certain members of the Company’s management, pursuant to an agreement andplan of merger, dated as of May 2, 2007, as amended from time to time (the “MergerAgreement”). For the purposes of this Agreement, the term “Transactions”means, the Merger and the related transactions and financings described in theOffering Circular.

 

TheSecurities, upon consummation of the Merger, will be guaranteed (the “Guarantees”)on a senior unsecured basis by each of the Company’s U.S. subsidiaries thatguarantees (together, the “Guarantors”) the Company’s obligations underthe senior secured credit facilities (the “Credit Facilities”) describedin the Offering Circular (as defined below).

 

# 1.                                       Asof the Applicable Time and at the Time of Delivery, Varietal represents andwarrants to and the Company and the Guarantors jointly and severally representand warrant at the Time of Delivery upon execution and delivery of the JoinderAgreement, in each case, to each of the Purchasers that:

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## (a)                                  Anoffering circular, dated June 27, 2007 (the “Offering Circular”), hasbeen prepared in connection with the offering of the Securities. Any reference to the OfferingCircular shall be deemed to refer to and include the Company’s most recent Annual Report on Form 10-K and all subsequentdocuments filed with the United States Securities and Exchange Commission (the “Commission”)pursuant to Section 13(a), 13(c) or 15(d) of the United States SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) on or prior to thedate of such circular and any reference to the Offering Circular, as amended orsupplemented, as of any specified date, shall be deemed to include (i) anydocuments filed with the Commission pursuant to Section 13(a), 13(c) or 15(d)of the Exchange Act after the date of the Offering Circular, and prior to suchspecified date; and (ii) any Additional Issuer Information (as definedin Section 5(f)) furnished by Varietal or the Company prior to the completionof the distribution of the Securities;and all documents filed under the Exchange Act and so deemed to be included inthe Offering Circular, or any amendment or supplement thereto are hereinaftercalled the “Exchange Act Reports”. The Exchange Act Reports, when theywere or are filed with the Commission, conformed or will conform in allmaterial respects to the applicable requirements of the Exchange Act and theapplicable rules and regulations of the Commission thereunder; and no suchdocuments were filed with the Commission since the Commission’s close ofbusiness on the business day immediately prior to the date of this Agreementand prior to the execution of this Agreement, except as set forth on ScheduleII(a) hereof. The Offering Circular and any amendments or supplementsthereto and the Exchange Act Reportsdid not and will not, as of its date, contain an untrue statement of a materialfact or omit to state a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading; *provided*, *however*, that this representation andwarranty shall not apply to any statements or omissions made in reliance uponand in conformity 

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## with information furnished in writing toVarietal or the Company by a Purchaser through Goldman, Sachs & Co.expressly for use therein;

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## (b)                                 Forthe purposes of this Agreement, the “Applicable Time” is 12:30 pm(Eastern time) on the date of this Agreement; as of the Applicable Time, eachCompany Supplemental Disclosure Document (as defined in Section 6(a)(ii))listed on Schedule II(b) hereto does not conflict with the informationcontained in the Offering Circular and the Offering Circular and each suchCompany Supplemental Disclosure Document as of the Applicable Time, did notinclude any untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading; *provided*, *however*,that this representation and warranty shall not apply to statements or omissionsmade in the Offering Circular or a Company Supplemental Disclosure Document inreliance upon and in conformity with information furnished in writing toVarietal or the Company by a Purchaser through Goldman, Sachs & Co. expresslyfor use therein;

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## (c)                                  Noneof Varietal, the Company or any of its subsidiaries has sustained since thedate of the latest audited financial statements included in the OfferingCircular any material loss or interference with its business from fire,explosion, flood or other calamity, whether or not covered by insurance, orfrom any labor dispute or court or governmental action, order or decree,otherwise than as set forth or contemplated in the Offering Circular; and,since the respective dates as of which information is given in the OfferingCircular, there has not been any material change in the capital stock or long-termdebt of Varietal, the Company or any of its subsidiaries or any materialadverse change, or any development involving a prospective material adversechange, in or affecting the general affairs, management, financial position,stockholders’ equity or results of operations of Varietal, the Company and itssubsidiaries, otherwise than as set forth or contemplated in the OfferingCircular;

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## (d)                                 TheCompany and its subsidiaries have good and marketable title in fee simple toall real property and good and marketable title to all personal property ownedby them, in each case free and clear of all liens, encumbrances and defectsexcept such as are described in the Offering Circular or such as do notmaterially affect the value of such property and do not interfere with the usemade and proposed to be made of such property by the Company and itssubsidiaries; and any real property and buildings held under lease by theCompany and its subsidiaries are held by them under valid, subsisting andenforceable leases with such exceptions as are not material and do notinterfere with the use made and proposed to be made of such property andbuildings by the Company and its subsidiaries;

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## (e)                                  Eachof (i) Varietal and (ii) the Company and its subsidiaries has been dulyincorporated and is validly existing as a corporation in good standing underthe laws of the jurisdiction in which it is chartered or organized, with powerand authority (corporate and other) to own its properties and conduct itsbusiness as described in the Offering Circular, and has been duly qualified asa foreign corporation for the transaction of business and is in good standingunder the laws of each other jurisdiction in which it owns or leases propertiesor conducts any business so as to require such qualification, or is subject tono material liability or disability by reason of the failure to be so qualifiedin any such jurisdiction; and each subsidiary of the Company has been dulyincorporated and is validly existing as a corporation in good standing underthe laws of its jurisdiction of incorporation;

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## (f)                                    Asof March 31, 2007, on a *pro forma* basisafter giving effect to the consummation of the Transactions, the Company has anauthorized capitalization as set forth in the Offering Circular, and all of theissued shares of capital stock of the Company have been duly and validlyauthorized and issued and are fully paid and non-assessable; and all of theissued shares of capital stock of each subsidiary of the Company have been dulyand validly authorized and issued, are fully paid and non-assessable and areowned directly or indirectly by the Company, free and clear of all materialliens, encumbrances, equities or claims, except as set forth in the OfferingCircular;

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## (g)                                 TheSecurities have been duly authorized and, when issued and delivered pursuant tothis Agreement, will have been duly executed, authenticated, issued anddelivered and will constitute valid and legally binding obligations of Varietaland, at the Closing Date upon completion of the Merger, will constitute validand legally binding obligations of the Company, entitled to the benefitsprovided by the Indenture****under which they are to be issued,which will be substantially in the form previously delivered to you; the Indenture****hasbeen duly authorized and, when executed and delivered by Varietal, the Company,the Guarantors and the Trustee,the Indenture****will constitute a valid and legally bindinginstrument, enforceable in accordance with its terms, subject, as toenforcement, to bankruptcy, insolvency, reorganization and other laws ofgeneral applicability relating to or affecting creditors’ rights and to generalequity principles (the “Enforceability Limitations”); and the Securitiesand the Indenture (including theGuarantees)****will conform inall material respects to the descriptions thereof in the Offering Circular andwill be in substantially the form previously delivered to you and theGuarantees have been duly authorized and at the Time of Delivery, uponconsummation of the Merger and execution of the Indenture by the Guarantors,will constitute the legal, valid and binding obligations of each of theGuarantors, enforceable against each of the Guarantors in accordance with theirterms and entitled to the benefits ofthe Indenture, subject to the Enforceability Limitations;

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## (h)                                 TheExchange and Registration Rights Agreement to be dated June 29, 2007 (the “RegistrationRights Agreement”) has been duly authorized by Varietal and, at the Time ofDelivery upon consummation of the Merger, will have been duly authorized by theCompany and the Guarantors, and when duly executed and delivered by Varietal,the Company and each Guarantor, will constitute a valid and legally bindinginstrument enforceable in accordance with its terms, subject to theEnforceability Limitations; and the Registration Rights Agreement will conformin all material respects to the descriptions thereof in the Offering Circular;

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## (i)                                     ThisAgreement has been duly authorized, executed and delivered by Varietal and, theJoinder Agreement, at the Time of Delivery upon consummation of the Merger,will have been duly authorized, executed and delivered by the Company and eachGuarantor.

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## (j)                                     Noneof the transactions contemplated by this Agreement (including, withoutlimitation, the use of the proceeds from the sale of the Securities) will violateor result in a violation of Section 7 of the Exchange Act, or any regulationpromulgated thereunder, including, without limitation, Regulations T, U, and Xof the Board of Governors of the Federal Reserve System;

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## (k)                                  Priorto the date hereof, none of Varietal, the Company, any of its subsidiaries norany of their respective affiliates has taken any action which is designed to orwhich has constituted or which might have been expected to cause or result instabilization or manipulation of the price of any security of Varietal, theCompany or any of its subsidiaries in connection with the offering of theSecurities;

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## (l)                                     Theissue and sale of the Securities and the compliance by Varietal, the Companyand each Guarantor with all of the provisions of the Securities, the issuanceof the Guarantees, the Joinder Agreement, the Indenture**,**the RegistrationRights Agreement, and this Agreement and the consummation of thetransactions herein and therein contemplated will not conflict with or resultin a breach or violation of any of the terms or provisions of, or constitute adefault under, (i) any indenture, mortgage, deed of trust, loan agreement orother agreement or instrument to which Varietal, the Company or any of itssubsidiaries is a party or by which Varietal, the Company or any of itssubsidiaries is bound or to which any of the property or assets of Varietal,the Company or any of its subsidiaries is subject, (ii) the Certificate ofIncorporation or By-laws of Varietal, the Company or any of its subsidiaries orany statute or any order, rule or regulation of any court or governmentalagency or body having jurisdiction over Varietal, the Company or any of itssubsidiaries or any of their properties other than with respect to clauses (i)and (iii), such breaches, violations or defaults that would not individually orin the aggregate have a Material Adverse Effect (as defined below); and no consent,approval, authorization, order, registration or qualification of or with anysuch 

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## court or governmental agency or body isrequired for the issue and sale of the Securities or the consummation byVarietal, the Company and each Guarantor of the transactions contemplated bythis Agreement or, the Indenture or the Registration RightsAgreement, except for the filingof a registration statement by the Company and each Guarantor with theCommission pursuant to the United States Securities Act of 1933, as amended(the “Act”) pursuant to the Registration Rights Agreement, andsuch consents, approvals, authorizations, registrations or qualifications asmay be required under state securities or Blue Sky laws in connection with thepurchase and distribution of the Securities by the Purchasers;

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## (m)                               Noneof Varietal, the Company or any of its subsidiaries is in violation of itsCertificate of Incorporation or By-laws or in default in the performance orobservance of any material obligation, covenant or condition contained in anyindenture, mortgage, deed of trust, loan agreement, lease or other agreement orinstrument to which it is a party or by which it or any of its properties maybe bound;

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## (n)                                 Thestatements set forth in the Offering Circular under the caption “Material United States Federal Tax Considerations”,insofar as it purports to describe the provisions of the laws referred totherein and under the caption “Underwriting”,insofar as it purports to describe the provisions of the laws and documentsreferred to therein, are accurate and complete in all material respects;

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## (o)                                 Otherthan as set forth in the Offering Circular, there are no legal or governmentalproceedings pending to which the Company or any of its subsidiaries is a partyor of which any property of Varietal, the Company or any of its subsidiaries isthe subject which, if determined adversely to the Company or any of itssubsidiaries, would individually or in the aggregate have a material adverseeffect on the current or future financial position, stockholders’ equity orresults of operations of the Company and its subsidiaries (“Material AdverseEffect”); and, to the best of each of Varietal’s and the Company’sknowledge, no such proceedings are threatened or contemplated by governmentalauthorities or threatened by others;

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## (p)                                 Whenthe Securities are issued and delivered pursuant to this Agreement, theSecurities will not be of the same class (within the meaning of Rule 144A underthe Act) as securities which are listed on a national securities exchangeregistered under Section 6 of the Exchange Act or quoted in a U.S. automatedinter-dealer quotation system;

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## (q)                                 TheCompany currently files reports and other information with the Commission thatis required pursuant to Section 13 or 15(d) of the Exchange Act;

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## (r)                                    Noneof Varietal, the Company or any of its subsidiaries is, and after giving effectto the offering and sale of the Securities and the application of the proceeds 

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## thereof, will be an “investment company”, assuch term is defined in the United States Investment Company Act of 1940, asamended (the “Investment Company Act”);

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## (s)                                  Noneof Varietal, the Company nor, to their knowledge, any person acting on its ortheir behalf has offered or sold the Securities by means of any generalsolicitation or general advertising within the meaning of Rule 502(c) under theAct or, with respect to Securities soldoutside the United States to non-U.S. persons (as defined in Rule 902 under theAct), by means of any directed selling efforts within the meaning of Rule 902under the Securities Act and each of Varietal, the Company, any affiliate ofthe Company and, to its knowledge, any person acting on its or their behalf hascomplied with and will implement the “offering restriction” within the meaningof such Rule 902;

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## (t)                                    Withinthe preceding six months, except for the issuance of $675.0 million aggregateprincipal amount of 10.25%/11.25% senior PIK toggle notes due 2015, neitherVarietal nor the Company nor any other person acting on behalf of eitherVarietal or the Company has offered or sold to any person any Securities, orany securities of the same or a similar class as the Securities, other thanSecurities offered or sold to the Purchasers hereunder. Each of Varietal andthe Company will take reasonable precautions designed to insure that any offeror sale, direct or indirect, in the United States or to any U.S. person (asdefined in Rule 902 under the Act) of any Securities or any substantiallysimilar security issued by Varietal or the Company, within six monthssubsequent to the date on which the distribution of the Securities has beencompleted (as notified to Varietal or the Company by Goldman, Sachs & Co.),is made under restrictions and other circumstances reasonably designed not toaffect the status of the offer and sale of the Securities in the United Statesand to U.S. persons contemplated by this Agreement as transactions exempt fromthe registration provisions of the Securities Act;

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## (u)                                 TheCompany and each of its subsidiaries maintains a system of internal controlover financial reporting (as such term is defined in Rule 13a-15(f) of theExchange Act) that complies with the requirements of the Exchange Act and hasbeen designed by the Company’s principal executive officer and principalfinancial officer, or under their supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles. The Company’s internal control over financialreporting is effective and the Company is not aware of any material weaknessesin its internal control over financial reporting;

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## (v)                                 Sincethe date of the latest audited financial statements included or incorporated byreference in the Offering Circular, there has been no change in the Company’s 

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## internal control over financial reportingthat has materially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting;

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## (w)                               TheCompany maintains disclosure controls and procedures (as such term is definedin Rule 13a-15(e) of the Exchange Act) that comply with the requirements of theExchange Act; such disclosure controls and procedures have been designed toensure that material information relating to the Company and its subsidiariesis made known to the Company’s principal executive officer and principalfinancial officer by others within those entities; and such disclosure controlsand procedures are effective;

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## (x)                                   KPMGLLP, which has audited certain financial statements of the Company and itssubsidiaries is an independent registered public accounting firm as required bythe Act and the rules and regulations of the Commission thereunder;

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## (y)                                 TheCompany and its subsidiaries possess all licenses, permits, certificates,consents, orders, approvals and other authorizations from, and have made alldeclarations and filings with, all federal, state and other governmental authorities,presently required or necessary to own or lease, as the case may be, and tooperate their respective properties and to carry on their respective businessesas set forth in the Offering Circular (“Permits”), except where thefailure to possess, make or obtain such Permits (by possession, declaration orfiling) would not, individually or in the aggregate, reasonably be expected tohave a Material Adverse Effect;

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## (z)                                   Thereis no claim pending or, to the knowledge of the Company, threatened under anyEnvironmental Law (as defined below) against the Company or its subsidiariesthat would reasonably be expected to have a Material Adverse Effect. The term “EnvironmentalLaw” means any federal, local or foreign law, regulation, ordinance, order,judgment decree, permit or rule (including rule of common law) now in effectgoverning pollution, or actual or alleged exposure to, hazardous to toxicmaterials, substances or wastes, including but not limited to, asbestos orasbestos-containing materials;

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## (aa)                            Thereis no strike or labor dispute, slowdown or work stoppage with the employees ofthe Company or any of its subsidiaries which is pending or, to the knowledge ofthe Company, threatened, except as would not reasonably be expected to have aMaterial Adverse Effect;

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## (bb)                          Each ofthe Company and its subsidiaries carries insurance (including self-insurance,if any) in such amounts and covering such risks as in its reasonabledetermination is adequate for the conduct of its business and the value of itsproperties, except where the failure to carry such insurance would notreasonably be expected to have a Material Adverse Effect;

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## (cc)                            Neitherthe Company nor any of its subsidiaries has incurred any liability for anyprohibited transaction or accumulated funding deficiency or any complete orpartial withdrawal liability with respect to any pension, profit sharing orother plan which is subject to the Employee Retirement Income Security Act of1974, as amended (“ERISA”), to which the Company or any of itssubsidiaries makes or ever has made a contribution and in which any employee ofthe Company or any such subsidiary is or has ever been a participant, whichwould, individually or in the aggregate, reasonably be expected to have aMaterial Adverse Effect. With respect to such plans, each of the Company andits subsidiaries is in compliance in all respects with all applicableprovisions of ERISA, except where the failure to so comply would not,individually or in the aggregate, reasonably be expected to have a MaterialAdverse Effect;

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## (dd)                          Assumingthat the representations and warranties of the Purchaser contained in Section 3and Annex I are true and correct and that the Purchaser complies with itsagreements contained in Section 3 and Annex I, it is not necessary inconnection with the offer, sale and delivery of the Securities to the Purchaseror the reoffer and resale by the Purchaser in the manner contemplated by thisAgreement and the Offering Circular to register the Securities under the Act orto qualify the Indenture in respect of the Notes under the United States TrustIndenture Act of 1939, as amended (the “Trust Indenture Act”);

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## (ee)                            TheCompany and each of its subsidiaries owns, or has the legal right to use, allUnited States patents, patent applications, trademarks, trademark applications,trade names, copyrights, technology, know-how and processes necessary for eachof them to conduct its business as currently conducted (the “IntellectualProperty”), except for those the failure to own or have such legal right touse would not be reasonably expected to have a Material Adverse Effect or asdisclosed in the Offering Circular. No claim has been asserted and is pendingby any person challenging or questioning the use of any such IntellectualProperty or the validity or effectiveness of any such Intellectual Property,nor does the Company know of any such claim, and, to the knowledge of each ofVarietal and the Company, the use of such Intellectual Property by Varietal,the Company and its subsidiaries does not infringe on the rights of any person,except for such claims and infringements which in the aggregate, would not bereasonably expected to have a Material Adverse Effect; and

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## (ff)                                Tothe knowledge of each of Varietal and the Company, each of its subsidiaries hasfiled or caused to be filed all United States federal income tax returns andall other material tax returns which are required to be filed and has paid (a)all taxes shown to be due and payable on such returns and (b) all taxes shownto be due and payable in any assessments of which it has received notice madeagainst it or any of its property and all other taxes, fees or other chargesimposed on it or any of its property by any governmental authority (other than(i) taxes, fees or other 

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## charges with respect to which the failure topay, in the aggregate, would not reasonably be expected to have a MaterialAdverse Effect or (ii) taxes, fees or other charges the amount or validity ofwhich are currently being contested in good faith by appropriate proceedingsdiligently conducted and with respect to which reserves in conformity with GAAPhave been provided on the books of the Company or its subsidiaries, as the casemay be). No tax lien has been filed, and no claim is being asserted, withrespect to any such tax, fee or other charge.

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# Anycertificate signed by any officer of Varietal, the Company or its subsidiariesand delivered to the Purchasers or counsel for the Purchasers in connectionwith the offering of the Securities and, when issued, the Guarantees, shall bedeemed a joint and several representation and warranty by each of Varietal, theCompany and its subsidiaries, as to matters covered thereby, to each Purchaser.

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# 2.                                       (a)                                  Subjectto the terms and conditions herein set forth, Varietal agrees to issue and sellto Goldman, Sachs & Co., and Goldman, Sachs & Co. agrees to purchasefrom Varietal, at a purchase price of 100% of the principal amount thereof netof the Closing Payment (the “Purchase Price”), the principal amount ofSecurities set forth opposite the name of such Purchaser in Schedule I hereto. Forthe purposes of this Agreement “Closing Payment” shall mean at the Timeof Delivery, an amount in cash equal to 3% of the aggregate principal amount of Securities purchased bythe Goldman, Sachs & Co.

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## (b)                                 Subjectto the terms and conditions herein set forth, Goldman, Sachs & Co. willimmediately following its purchase of the Securities from Varietal pursuant toSection 2(a), sell (the “Resale”) to the GSMP Purchasers (as hereinfterdefined), and each GSMP Purchaser will purchase from Goldman, Sachs & Co.,the Securities. The aggregate cash purchase price for the Resale of theSecurities to the GSMP Purchasers shall be equal to the aggregate PurchasePrice paid by Goldman, Sachs & Co. for the Securities. Schedule I heretosets forth, for each GSMP Purchaser, the aggregate principal amount of theSecurities to be purchased by such GSMP Purchaser and the portion of thePurchaser Price payable by such GSMP Purchaser therefor. The obligations of theGSMP Purchasers to purchase and pay for the Securities hereunder are severaland not joint and no GSMP Purchaser shall have any liability to any person forthe performance or non-performance by any other GSMP Purchaser.

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# 3.                                       Uponthe authorization by you of the release of the Securities, Goldman, Sachs &Co. proposes to offer the Securities for sale upon the terms and conditions setforth in this Agreement and the Offering Circular and Goldman, Sachs & Co.hereby represents and warrants to, and agrees with the Varietal and, at theTime of Delivery after the execution and delivery of the Joinder Agreement, theCompany and each Guarantor that:

 

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## (a)                                  Itwill offer and sell the Securities only to: (i) persons who it reasonablybelieves are “qualified institutional buyers” (“QIBs”) within themeaning of Rule 144A under the Act in transactions meeting the requirements ofRule 144A or (ii) institutions which it reasonably believes are “accreditedinvestors” (“Institutional Accredited Investors”) within the meaning ofRule 501 under the Act or, (iii) upon the terms and conditions set forth inAnnex I to this Agreement;

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## (b)                                 Itis an Institutional Accredit Investor; and

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## (c)                                  Itwill not offer or sell the Securities by any form of general solicitation orgeneral advertising, including but not limited to the methods described in Rule502(c) under the Act.

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## (d)                                 EachGSMP Purchaser, severally and not jointly, hereby represents and warrants to,and agrees with the Varietal and, at the Time of Delivery after the executionand delivery of the Joinder Agreement, the Company and each Guarantor that suchGSMP Purchaser is (i) a QIB, (ii) an Institutional Accredited Investor and(iii) acquiring the Securities for its own account, for investment purposesonly and not with a view to any distribution thereof that would not otherwise comply with the Act.

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# 4.                                       (a)                                  TheSecurities to be purchased by each Purchaser hereunder will be represented byone or more definitive global Securities in book-entry form which, in the caseof the Securities denominated in U.S. Dollars (the “US$ DenominatedSecurities”) will be deposited by or on behalf of each of Varietal and theCompany with The Depository Trust Company (“DTC”) or its designated custodian.Varietal will deliver the US$ Denominated Securities to Goldman, Sachs &Co., for the account of each Purchaser, against payment by Goldman, Sachs &Co. of the Purchase Price therefor by wire transfer in Federal (same day)funds, by causing DTC to credit the Securities to the account of Goldman, Sachs& Co. With respect to theglobal Securities that are denominated in Euro (the “EUR DenominatedSecurities”), Varietal will deliver,against payment of the Purchase Price therefor by wire transfer in Federal(same day) funds, such EURDenominated Securities to be purchasedby each Purchaser, which will be represented by one or more definitiveglobal Securities in registered form which will be deposited with, or on behalfof, Deutsche Bank AG, London Branch, in its capacity as the common depositary(the “Common Depositary”)for Euroclear Bank, S.A./N.V., as operator of the Euroclear System (“Euroclear”), and ClearstreamBanking, *société anonyme* (“Clearstream”), and registered inthe name of the Common Depositary, or its nominee, for Euroclear andClearstream. Varietal will causethe certificates representing the Securities to be made available to Goldman,Sachs & Co. for checking at least twenty-four hours prior to the Time ofDelivery (as defined below) at the office of Cahill Gordon & Reindel LLP(the “Closing Location”). The time and date of such delivery and paymentshall be 9:30 a.m., New York City 

 

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# time, on June 29, 2007 or such other time anddate as Goldman, Sachs & Co. and Varietal may agree upon in writing. Suchtime and date are herein called the “Time of Delivery”.

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(b)                                 Thedocuments to be delivered at the Time of Delivery by or on behalf of theparties hereto pursuant to Section 8 hereof, including the cross-receipt forthe Securities and any additional documents requested by the Purchaserspursuant to Section 8 hereof, will be delivered at such time and date at theClosing Location, and the Securities will be delivered at DTC or its designatedcustodian, all at the Time of Delivery. A meeting will be held at the ClosingLocation at 9:00 a.m., New York City time, on the New York Business Day nextpreceding the Time of Delivery, at which meeting the final drafts of thedocuments to be delivered pursuant to the preceding sentence will be availablefor review by the parties hereto. For the purposes of this Section 4, “NewYork Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday andFriday which is not a day on which banking institutions in New York aregenerally authorized or obligated by law or executive order to close.

 

# 5.                                       Varietalagrees, and, to the extent applicable, upon execution and delivery of theJoinder Agreement, the Company and the Guarantors jointly and severally agree,in each case with each of the Purchasers:

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## (a)                                  Toprepare the Offering Circular in a form approved by you; to make no amendmentor any supplement to the Offering Circular which shall be disapproved by youpromptly after reasonable notice thereof; and to furnish you with copiesthereof;

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## (b)                                 Promptlyfrom time to time to take such action as you may reasonably request to qualifythe Securities for offering and sale under the securities laws of suchjurisdictions as you may request and to comply with such laws so as to permitthe continuance of sales and dealings therein in such jurisdictions for as longas may be necessary to complete the distribution of the Securities, *provided* that in connection therewith theCompany shall not be required to qualify as a foreign corporation or to file ageneral consent to service of process in any jurisdiction;

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## (c)                                  Tofurnish the Purchasers with written and electronic copies thereof in suchquantities as you may from time to time reasonably request, and if, at any timeprior to the expiration of nine months after the date of the Offering Circular,any event shall have occurred as a result of which the Offering Circular asthen amended or supplemented would include an untrue statement of a materialfact or omit to state any material fact necessary in order to make thestatements therein, in the light of the circumstances under which they weremade when such Offering Circular is delivered, not misleading, or, if for anyother reason it shall be necessary or desirable during such same period toamend or supplement the 

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## Offering Circular, to notify you and uponyour request to prepare and furnish without charge to each Purchaser and to anydealer in securities as many written and electronic copies as you may from timeto time reasonably request of an amended Offering Circular or a supplement tothe Offering Circular which will correct such statement or omission or effectsuch compliance;

##  

## (d)                                 Duringthe period beginning from the date hereof and continuing until the date sixmonths after the Time of Delivery, not to offer, sell contract to sell orotherwise dispose of, except as provided hereunder any securities of Varietalor the Company that are substantially similar to the Securities, without your prior written consent;

##  

## (e)                                  Notto be or become, at any time prior to the expiration of two years after theTime of Delivery, an open-end investment company, unit investment trust,closed-end investment company or face-amount certificate company that is or isrequired to be registered under Section 8 of the Investment Company Act;

##  

## (f)                                    Atany time when the Company is not subject to Section 13 or 15(d) of the ExchangeAct, for the benefit of holders from time to time of Securities, to furnish atits expense, upon request, to holders of Securities and prospective purchasersof securities information (the “Additional Issuer Information”)satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

##  

## (g)                                 Ifrequested by you, to use its reasonable best efforts to cause such DesignatedSecurities to be eligible for the PORTAL trading system of the NationalAssociation of Securities Dealers, Inc.;

##  

(h)                                 [reserved];

 

(i)                                     [reserved];

 

(j)                                     Duringthe period of two years after the Time of Delivery, the Company will not, andwill not permit any of its “affiliates” (as defined in Rule 144 under theSecurities Act) to, resell any of the Securities which would continue toconstitute “restricted securities” under Rule 144 following such sale that havebeen reacquired by any of them;

 

(k)                                  Touse the net proceeds received by it from the sale of the Securities pursuant tothis Agreement in the manner specified in the Offering Circular under thecaption “Use of Proceeds”;

 

(j)                                     To cooperate with the Purchasers and to use their reasonable best efforts to permit the EUR DenominatedSecurities to be eligible for clearance and settlement through the facilities ofEuroclear and Clearstream and to assist the Purchasers in 

 

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obtaining the approval of Euroclear and Clearstream for “book-entry”transfer of the EUR Denominated Securities in global form; and

 

(k)                                  Tomaintain a paying agent in a European Union member state that will not beobligated to withhold or deduct tax pursuant to the proposed European UnionDirective on the taxation of savings income.

 

# 6.                                       (a)  (i) Each of Varietal and, upon execution and delivery of the JoinderAgreement, the Company and each Guarantor jointly and severally represents andagrees that, without the prior consent of Goldman, Sachs & Co., it has notmade and will not make any offer relating to the Securities that, if theoffering of the Securities contemplated by this Agreement were conducted as apublic offering pursuant to a registration statement filed under the Act withthe Commission, would constitute an “issuer free writing prospectus,” asdefined in Rule 433 under the Act (any such offer is hereinafter referred to asa “Company Supplemental Disclosure Document”);

#  

(ii)                                  eachPurchaser represents and agrees that, without the prior consent of the Companyand Goldman, Sachs & Co., other than one or more term sheets relating tothe Securities containing customary information, it has not made and will notmake any offer relating to the Securities that, if the offering of theSecurities contemplated by this Agreement were conducted as a public offeringpursuant to a registration statement filed under the Act with the Commission,would constitute a “free writing prospectus,” as defined in Rule 405 under theAct (any such offer (other than any such term sheets), is hereinafter referredto as a “Purchaser Supplemental Disclosure Document”); and

 

(iii)                               anyCompany Supplemental Disclosure Document or Purchaser Supplemental DisclosureDocument the use of which has been consented to by Varietal, the Company, eachGuarantor and Goldman, Sachs & Co. is listed on Schedule II(b) hereto.

 

# 7.                                       Varietalcovenants and agrees with the several Purchasers that Varietal will pay orcause to be paid the following:  (i) thefees, disbursements and expenses of each of Varietal’s counsel, the Company’scounsel and the Company’s accountants in connection with the issue of theSecurities and all other expenses in connection with the preparation, printing,reproduction and filing of the Offering Circular and any amendments andsupplements thereto and the mailing and delivering of copies thereof to thePurchasers and dealers; (ii) the cost of printing or producing any Agreementamong Purchasers, this Agreement, the Joinder Agreement, the Indenture, the Registration Rights Agreement,the Blue Sky Memorandum, closing documents (including any compilations thereof)and any other documents in connection with the offering, purchase, sale anddelivery of the Securities; (iii) all expenses in connection with thequalification of the Securities for offering and sale under state securitieslaws as provided in Section 5(b) hereof, including the fees and disbursementsof counsel for the Purchasers in connection with such qualification and inconnection with the Blue Sky and legal investment surveys (not to exceed$10,000 without the consent of the Company); (iv) any fees charged by securitiesrating services 

#  

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# for rating the Securities; (v) the cost ofpreparation and delivery of the Securities and any charges of Euroclear andClearstream in connection therewith; (vi) the reasonable fees andexpenses of the Trustee****and any agent of the Trustee****andthe fees and disbursements of counsel for the Trustee****in connectionwith the Indenture****and the Securities; (vii) any cost incurred in connection withthe designation of the Securities for trading in PORTAL; and (viii) allother costs and expenses incident to the performance of its obligationshereunder which are not otherwise specifically provided for in this Section. Itis understood, however, that, except as provided in this Section, and Sections10 and 13 hereof, the Purchasers will pay all of their own costs and expenses,including the fees of their counsel, transfer taxes on resale of any of theSecurities by them, and any advertising expenses connected with any offers theymay make and one third of the expenses of the expenses associated with anychartered aircraft.

#  

# 8.                                       Theobligations of the Purchasers hereunder shall be subject, in their discretion,to the condition that all representations and warranties and other statementsof Varietal herein are, at and as of the Time of Delivery, true and correct,the condition that Varietal shall have performed all of its obligationshereunder theretofore to be performed, and the following additional conditions:

#  

## (a)                                  CahillGordon & Reindel LLP, counsel for Goldman, Sachs & Co., shall havefurnished to you such opinion or opinions, dated the Time of Delivery, withrespect to the issuance and sale of the Securities, the Indenture, theRegistration Rights Agreement, the Offering Circular (as amended orsupplemented at the Closing Date) as well as such other related matters as youmay reasonably request, and such counsel shall have received such papers andinformation as they may reasonably request to enable them to pass upon suchmatters;

##  

## (b)                                 Kirkland& Ellis LLP, counsel for Varietal, shall have furnished to you theirwritten opinion and negative assurance statement, dated the Time of Delivery,in the form set forth in Annex II A hereto and Mr. Thomas D. Salus, AssistantGeneral Counsel of the Company shall have furnished to you his written opinion,dated the Time of Delivery, in the form set forth in Annex II B hereto.

##  

## (c)                                  Onthe date of the Offering Circular prior to the execution of this Agreement andalso at the Time of Delivery, KPMG LLP shall have furnished to you a letter orletters, dated the respective dates of delivery thereof, in form and substancesatisfactory to you, to the effect set forth in Annex II hereto;

##  

## (d)                                 (i) Neitherthe Company nor any of its subsidiaries shall have sustained since the date ofthe latest audited financial statements included in the Offering Circular anyloss or interference with its business from fire, explosion, flood or othercalamity, whether or not covered by insurance, or from any labor dispute orcourt or governmental action, order or decree, otherwise than as set forth orcontemplated in the Offering Circular, and (ii) since the respective dates asof 

##  

## 15

## 

##  

## which information is given in the OfferingCircular there shall not have been any change in the capital stock or long-termdebt of the Company or any of its subsidiaries or any change, or anydevelopment involving a prospective change, in or affecting the generalaffairs, management, financial position, stockholders’ equity or results ofoperations of the Company and its subsidiaries, otherwise than as set forth orcontemplated in the Offering Circular, the effect of which, in any such casedescribed in clause (i) or (ii), is in your judgment so material and adverse asto make it impracticable or inadvisable to proceed with the offering or thedelivery of the Securities on the terms and in the manner contemplated in thisAgreement and  in the Offering Circular;

##  

## (e)                                  Onor after the Applicable Time (i) no downgrading shall have occurred in therating accorded the Company’s debt securities by any “nationally recognizedstatistical rating organization”, as that term is defined by the Commission forpurposes of Rule 436(g)(2) under the Act, and (ii) no such organization shallhave publicly announced that it has under surveillance or review, with possiblenegative implications, its rating of any of the Company’s debt securities;

##  

## (f)                                    Onor after the Applicable Time there shall not have occurred any of thefollowing:  (i) a suspension or materiallimitation in trading in securities generally on the New York Stock Exchange;(ii) a general moratorium on commercial banking activities declared byeither Federal or New York State authorities or a material disruption in commercialbanking or securities settlement or clearance services in the United States;(iii) the outbreak or escalation of hostilities involving the United States orthe declaration by the United States of a national emergency or war; or (iv)the occurrence of any other calamity or crisis or any change in financial,political or economic conditions in the United States or elsewhere, if theeffect of any such event specified in clause (iii) or (iv) in your judgmentmakes it impracticable or inadvisable to proceed with the offering or thedelivery of the Securities on the terms and in the manner contemplated in theOffering Circular;

##  

## (g)                                 TheSecurities have been designated for trading on PORTAL;

##  

## (h)                                 ThePurchasers shall have received counterparts of the Indenture that shall havebeen executed and delivered by a duly authorized officer of each of Varietal,the Company, each Guarantor and the Trustee;

##  

## (i)                                     ThePurchasers shall have received a counterpart of the Registration RightsAgreement that shall have been executed and delivered by a duly authorizedofficer of each of Varietal, the Company and each Guarantor;

 

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## (j)                                     ThePurchasers shall have received counterparts of the Joinder Agreement that shallhave been executed and delivered by a duly authorized officer of the Companyand each Guarantor;

##  

## (k)                                  TheMerger shall have been consummated in a manner consistent in all materialrespects with the description thereof in the Offering Circular substantiallysimultaneously with the purchase of the Securities by the Purchasers;

##  

## (l)                                     TheCompany shall have furnished or caused to be furnished to you at the Time ofDelivery certificates of officers of the Company satisfactory to you as to theaccuracy of the representations and warranties of each of Varietal and theCompany herein at and as of such Time of Delivery, as to the performance byeach of Varietal and the Company of all of its obligations hereunder to beperformed at or prior to such Time of Delivery, as to the matters set forth insubsection (e) of this Section and as to such other matters as you mayreasonably request;

##  

## (m)                               TheCompany and each Guarantor shall have furnished to the Purchasers upon theexecution of the Joinder Agreement at the Time of Delivery a Secretary’sCertificate, in the form of Exhibits B hereto, certifying, among otherthings, as to (i) such entity’s, certificate of incorporation (or, if a limitedliability company, certificate of formation) and by-laws (or, if a limitedliability company, limited liability company agreement), (ii) the incumbencyand signatures of certain officers of such entity, and (iii) other corporate orlimited liability company, as the case may be, proceedings (including boardand/or stockholder or member resolutions) of such entity relating to theauthorization, execution and delivery of the Securities, this Agreement, theIndenture, the Registration Rights Agreement and the other agreements relatingto the Transactions to which such entity is a party;

##  

## (n)                                 TheCompany and each Guarantor shall have furnished to the Purchasers upon theexecution of the Joinder Agreement at the Time of Delivery an Officer’sCertificate in the form of Exhibit C hereto, certifying that theconditions specified in this Section 8 have been fulfilled or waived;

##  

## (o)                                 TheCompany shall have delivered to the Purchasers upon the execution of theJoinder Agreement at the Time of Delivery a certificate from the chieffinancial officer or the Vice President and Treasurer of the Company, in theform of Exhibit D hereto, certifying on behalf of the Company to theeffect that the Company and its Subsidiaries, on a consolidated basis, are andimmediately after giving effect to the Transactions will be, solvent; and

##  

## (p)                                 Priorto the Time of Delivery, Varietal, the Company and each Guarantor shall havefurnished to the Purchasers such further information, certificates and 

##  

## 17

## 

##  

## documents as the Purchasers may reasonablyrequest, as set forth in the closing memorandum relating to the Transactions.

##  

# 9.                                       Varietalcovenants and agrees, and, to the extent applicable, upon execution anddelivery of the Joinder Agreement, the Company and the Guarantors jointly andseverally covenant and agree, in each case with each of GSMP 2006 Onshore US,Ltd., an exempted Cayman Islandslimited liability company (“GSMP Onshore”); GSMP 2006 Offshore US, Ltd.,an exempted Cayman Islandslimited liability company (“GSMP Offshore”); GSMP 2006 Institutional US,Ltd., an exempted Cayman Islandslimited liability company (“GSMP Institutional” and, together with GSMPOnshore and GSMP Offshore, the “GSMP Purchasers”) and GS Mezzanine Partners 2006Institutional, L.P., an exempted Cayman Islands limited partnership (the “GSMPVCOC”), as the case may be, that:

#  

## (a)                                  So long as theGSMP Purchasers collectively hold at least 37.5% in aggregate principal amountof the outstanding Securities, the Company will furnish to the GSMP Purchasersand to GSMP VCOC:

##  

### (i)                                     assoon as available, but in any event not later than the fifth Business Day (asdefined in the Indenture) after the 90th day following the end of each fiscalyear of the Company, (i) its consolidated balance sheet and relatedstatements of income, stockholders’ equity and cash flows showing the financialcondition of the Company and its consolidated subsidiaries as of the close ofsuch fiscal year and the results of its operations and the operations of suchpersons (as defined in the Indenture) during such year, together withcomparative figures for the immediately preceding fiscal year, all inreasonable detail and prepared in accordance with GAAP (as defined in theIndenture), all audited by KPMG LLP or other independent public accountants ofrecognized national standing and (ii) an opinion of such accountants(which opinion shall be without any qualification or exception as to the scopeof such audit) to the effect that such consolidated financial statements fairlypresent the financial condition and results of operations of the Company andits consolidated subsidiaries on a consolidated basis in accordance with GAAP(it being agreed that the furnishing of the Company’s annual report on Form10-K for such year, as filed with the Commission, will satisfy the Company’sobligation under this Section 9(a)(i));

###  

### (ii)                                  assoon as available, but in any event not later than the fifth Business Day afterthe 45th day following the end of each of the first 3 fiscal quarters of eachfiscal year of the Company, its consolidated balance sheet and relatedstatements of income, stockholders’ equity and cash flows showing the financialcondition of the Company and its consolidated subsidiaries as of the close ofsuch fiscal quarter and the results of its operations and the 

###  

### 18

### 

###  

### operations of such persons during such fiscalquarter and the then elapsed portion of the fiscal year, and for each fiscalquarter occurring after the first anniversary of the Closing Date, comparativefigures for the same periods in the immediately preceding fiscal year, allcertified by the chief executive officer, the president, chief financial officer,principal accounting officer, treasurer, assistant treasurer or controller ofthe Company (each a “Financial Officer”) as fairly presenting in allmaterial respects the financial condition and results of operations of theCompany and its consolidated subsidiaries on a consolidated basis in accordancewith GAAP, subject to normal year-end audit adjustments and the absence offootnotes (it being agreed that the furnishing of the Company’s quarterlyreport on Form 10-Q for such quarter, as filed with the SEC will satisfy all ofthe Company’s obligations under this Section 9(a)(ii) with respect tosuch quarter);

###  

### (iii)                               concurrentlywith delivery to Sponsor (as defined in the Indenture) or the board ofdirectors of the Company or the Parent, its consolidated balance sheet andrelated statements of income, and to the extent delivered to Sponsor or boardof directors of the Company or Parent, the stockholders’ equity and cash flowsshowing the financial condition of the Company and its consolidatedsubsidiaries as of the close of each fiscal month and the results of itsoperations and the operations of such persons during such fiscal month and thethen elapsed portion of the fiscal year, and for each fiscal month occurringafter the first anniversary of the Closing Date, comparative figures for thesame periods in the immediately preceding fiscal year; *provided*that, if the financial information described in this clause (iii) with respectto any month is not delivered to the Sponsor (as defined in the Indenture) orthe board of directors of the Company or the Parent (as defined in theIndenture), the Company’s failure to deliver such financial information withrespect to such month to the GSMP Purchasers and GSMP VCOC shall not constitutea breach of this clause (iii), so long as such failure does not occur withrespect to more than three consecutive fiscal months of the Company;

###  

### (iv)                              concurrentlywith any delivery of any information under this Section 9(a)(i) or (ii),a certificate of a Financial Officer of the Company (i) certifying that tosuch Financial Officer’s knowledge, no Event of Default or Default has occurredand is continuing or, if such an Event of Default or Default has occurred andis continuing, reasonably specifying the nature thereof, (ii) settingforth to the extent the Company utilized such ratio for any transaction duringthe applicable period, computations in reasonable detail demonstrating theFixed Charge Coverage Ratio and 

###  

### 19

### 

###  

### the Total Net Leverage Ratio (each as definedin the Indenture) as of the date of such financial statements;

###  

### (v)                                 assoon as available, but in any event not later than the fifth Business Day afterthe 90th day after the commencement of each fiscal year of the Company, copy ofthe projections by the Company of the operating budget and cash flow budget ofthe Company and its subsidiaries for such fiscal year, such projections to beaccompanied by a certificate of a Financial Officer of the Company to theeffect that such Financial Officer believes such projections to have beenprepared on the basis of reasonable assumptions;

###  

### (vi)                              simultaneouslywith the delivery of any information under this Section 9(a), therelated consolidating financial statements reflecting the adjustments necessaryto eliminate the accounts of Unrestricted Subsidiaries from such consolidatedfinancial statements (but only to the extent such Unrestricted Subsidiaries (asdefined under the Indenture) would not be considered “minor” under Rule 3-10 ofRegulation S-X under the Securities Act);

###  

### (vii)                           simultaneouslywith the delivery of any information under this Section 9(a),management’s discussion and analysis of the important operational and financialdevelopments of the Company and its Restricted Subsidiaries during the respectfiscal year or fiscal quarter, as the case may be; it being agreed that thefurnishing of the Company’s annual report on Form 10-K or quarterly report onForm 10-Q, as filed with the SEC, will satisfy all of the Company’s obligationsunder this Section 9(a)(vii);

###  

### (viii)                        after therequest by any GSMP Purchaser, all documentation and other information thatsuch GSMP Purchaser reasonably requests in order to comply with its ongoingobligations under applicable “know your customer” and anti-money launderingrules and regulations, including the USA PATRIOT Act;

###  

### (ix)                                promptly,from time to time, such other information regarding the operations, business,legal or corporate affairs and financial condition of the Company or anyRestricted Subsidiary (as defined in the Indenture), or compliance with theterms of the Indenture or this Purchase Agreement, as the GSMP Purchasers orGSMP VCOC may reasonably request;

###  

### (x)                                   promptly upon any Financial Officer orany executive vice president, senior vice president, vice president, secretaryor assistant secretary of the Company (or any other officer or similar officialthereof responsible for the administration of the obligations of the Company inrespect of the 

###  

### 20

### 

###  

### Indenture or this Agreement) becomingaware thereof, notice of the occurrence of any event that has had, or couldreasonably be expected to have, a Material Adverse Effect; and

###  

### (xi)                                inaddition, the Company will furnish to GSMP VCOC, concurrently with the deliverythereof to the holders of Securities, all information required to be deliveredto the holders of Securities pursuant to Section 4.03 of the Indenture.

###  

## (b)                                 theCompany will, and will cause its Subsidiaries to, upon reasonable notice atreasonable times from time to time and without causing undue disruption,provide the GSMP Purchasers and GSMP VCOC andtheir authorized representatives, subjectto compliance with Applicable Laws (as defined in the Indenture),confidentiality obligations to third parties and attorney-client privilege,reasonable access during normal business hours to all books and records,facilities and properties of the Company and its Subsidiaries (including copiesof such documents as the Company reasonably approves);

##  

## (c)                                  GSMPVCOC shall have the right to meet from time to time with such managementpersonnel of the Company and its direct and indirect subsidiaries, uponreasonable notice to the Company, for the purpose of consulting with andadvising management, obtaining information on all matters relating to theoperation of the Company and its direct and indirect subsidiaries or expressingthe views of GSMP VCOC on such matters and, as may be reasonably requested andon reasonable notice, to visit and inspect any of the properties of the Companyand its direct and indirect subsidiaries and to discuss its and their affairs,finances and accounts with the management personnel of the Company and itsdirect and indirect subsidiaries. The Company agrees, and shall cause itsdirect and indirect subsidiaries, to give due consideration to any advice givenand proposals made by GSMP VCOC; provided, that the Company or such subsidiaryshall not be obligated to follow any such advice or proposals.

##  

## (d)                                 ifrequested by the GSMP Purchasers upon reasonable notice and coordinated throughthe Sponsor, the Company and its Subsidiaries will assist the GSMP Purchasersin completing any sale process undertaken in connection with the private resaleof the Securities or any portion thereof, to prospective holders of Securities,by (i) providing direct contact between senior management and advisors andprospective purchasers; (ii) responding to inquiries of, and providing answersto, prospective purchasers; (iii) providing assistance in completion of theprospective purchasers’ due diligence review; and (iv) hosting one or moremeetings of prospective purchasers at the Company’s facilities or such otherlocation selected by the Company ; *provided*thatsuch assistance shall not be required more than two times per year or more thanfive times during the term of the Securities (and it being understood that suchassistance will not include a 

##  

## 21

## 

##  

## preparation of an offering memorandum or asimilar document and that the Purchasers may not use the Offering Circular andthat such assistance will otherwise be limited to assistance set forth under items(i) through (iv) above); and, *provided*, *further*, that such assistance shall not includeparticipation in any “road shows” or otherwise require senior management todisclose any material nonpublic information to such prospective holder beyondthe information otherwise provided to such prospective holder pursuant to Section13(a)(v) hereof.

##  

# 10.                                 (a)                                  Varietalagrees, and, upon due authorization, execution and delivery of the JoinderAgreement, the Company and each Guarantor will jointly and severally agreed, toindemnify and hold harmless each Purchaser against any losses, claims, damagesor liabilities, joint or several, to which such Purchaser may become subject,under the Act or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon anuntrue statement or alleged untrue statement of a material fact contained inthe Offering Circular, or any amendment or supplement thereto, any CompanySupplemental Disclosure Document, or arise out of or are based upon theomission or alleged omission to state therein a material fact necessary to makethe statements therein not misleading, and will reimburse each Purchaser forany legal or other expenses reasonably incurred by such Purchaser in connectionwith investigating or defending any such action or claim as such expenses areincurred; *provided*, *however*, that Varietal, the Company andeach Guarantor shall not be liable in any such case to the extent that any suchloss, claim, damage or liability arises out of or is based upon an untruestatement or alleged untrue statement or omission or alleged omission made inthe Offering Circular or any such amendment or supplement, or any Company SupplementalDisclosure Document, in reliance upon and in conformity with writteninformation furnished to Varietal, the Company or any Guarantor by anyPurchaser through Goldman, Sachs & Co. expressly for use therein.

#  

(b)                                 EachPurchaser will indemnify and hold harmless, as of the date hereof, Varietal,and, upon the execution and delivery of the Joinder Agreement, the Company andeach Guarantor, against any losses, claims, damages or liabilities to whichVarietal, and, upon the execution and delivery of the Joinder Agreement, theCompany and each Guarantor, become subject, under the Act or otherwise, insofaras such losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon an untrue statement or alleged untrue statementof a material fact contained in the Offering Circular, or any amendment orsupplement thereto, or any Company Supplemental Disclosure Document, or ariseout of or are based upon the omission or alleged omission to state therein amaterial fact or necessary to make the statements therein not misleading, in eachcase to the extent, but only to the extent, that such untrue statement oralleged untrue 

 

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statement or omission or alleged omission was made in the OfferingCircular or any such amendment or supplement, or any Company SupplementalDisclosure Document in reliance upon and in conformity with written informationfurnished to Varietal, the Company or any Guarantor by such Purchaser throughGoldman, Sachs & Co. expressly for use therein; and will reimburse theCompany for any legal or other expenses reasonably incurred by Varietal, theCompany or any Guarantor in connection with investigating or defending any suchaction or claim as such expenses are incurred.

 

(c)                                  Promptlyafter receipt by an indemnified party under subsection (a) or (b) above ofnotice of the commencement of any action, such indemnified party shall, if aclaim in respect thereof is to be made against the indemnifying party undersuch subsection, notify the indemnifying party in writing of the commencementthereof; but the omission so to notify the indemnifying party shall not relieveit from any liability which it may have to any indemnified party otherwise thanunder such subsection. In case any such action shall be brought against anyindemnified party and it shall notify the indemnifying party of thecommencement thereof, the indemnifying party shall be entitled to participatetherein and, to the extent that it shall wish, jointly with any otherindemnifying party similarly notified, to assume the defense thereof, withcounsel satisfactory to such indemnified party (who shall not, except with theconsent of the indemnified party, be counsel to the indemnifying party), and,after notice from the indemnifying party to such indemnified party of itselection so to assume the defense thereof, the indemnifying party shall not beliable to such indemnified party under such subsection for any legal expensesof other counsel or any other expenses, in each case subsequently incurred bysuch indemnified party, in connection with the defense thereof other thanreasonable costs of investigation. No indemnifying party shall, without thewritten consent of the indemnified party, effect the settlement or compromiseof, or consent to the entry of any judgment with respect to, any pending orthreatened action or claim in respect of which indemnification or contributionmay be sought hereunder (whether or not the indemnified party is an actual orpotential party to such action or claim) unless such settlement, compromise orjudgment (i) includes an unconditional release of the indemnified party fromall liability arising out of such action or claim and (ii) does not include astatement as to, or an admission of, fault, culpability or a failure to act, byor on behalf of any indemnified party.

 

(d)                                 Ifthe indemnification provided for in this Section 10 is unavailable to orinsufficient to hold harmless an indemnified party under subsection (a) or (b)above in respect of any losses, claims, damages or liabilities (or actions inrespect thereof) referred to therein, then each indemnifying party shallcontribute to the amount paid or payable by such indemnified party as a resultof such losses, claims, damages or liabilities (or actions in respect thereof)in such proportion as 

 

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is appropriate to reflect the relative benefits received by Varietal,the Company and any Guarantor on the one hand and the Purchasers on the otherfrom the offering of the Securities. If, however, the allocation provided bythe immediately preceding sentence is not permitted by applicable law or if theindemnified party failed to give the notice required under subsection (c)above, then each indemnifying party shall contribute to such amount paid orpayable by such indemnified party in such proportion as is appropriate toreflect not only such relative benefits but also the relative fault ofVarietal, the Company and any Guarantor on the one hand and the Purchasers onthe other in connection with the statements or omissions which resulted in suchlosses, claims, damages or liabilities (or actions in respect thereof), as wellas any other relevant equitable considerations. The relative benefits receivedby Varietal, the Company and any Guarantor on the one hand and the Purchaserson the other shall be deemed to be in the same proportion as the total netproceeds from the offering (before deducting expenses) received by Varietal,the Company and any Guarantor bear to the total underwriting discounts andcommissions received by the Purchasers, in each case as set forth in theOffering Circular. The relative fault shall be determined by reference to,among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission or alleged omission to state a material factrelates to information supplied by Varietal, the Company or any Guarantor onthe one hand or the Purchasers on the other and the parties’ relative intent,knowledge, access to information and opportunity to correct or prevent suchstatement or omission. Varietal, and, upon the execution and delivery of theJoinder Agreement, the Company and each Guarantor, and the Purchasers agreethat it would not be just and equitable if contribution pursuant to thissubsection (d) were determined by pro rata allocation (even if the Purchaserswere treated as one entity for such purpose) or by any other method ofallocation which does not take account of the equitable considerations referredto above in this subsection (d). The amount paid or payable by an indemnifiedparty as a result of the losses, claims, damages or liabilities (or actions inrespect thereof) referred to above in this subsection (d) shall be deemed toinclude any legal or other expenses reasonably incurred by such indemnifiedparty in connection with investigating or defending any such action or claim. Notwithstandingthe provisions of this subsection (d), no Purchaser shall be required tocontribute any amount in excess of the amount by which the total price at whichthe Securities underwritten by it and distributed to investors were offered toinvestors exceeds the amount of any damages which such Purchaser has otherwisebeen required to pay by reason of such untrue or alleged untrue statement oromission or alleged omission. The Purchasers’ obligations in this subsection(d) to contribute are several in proportion to their respective underwritingobligations and not joint.

 

(e)                                  Theobligations of Varietal, and, upon the execution and delivery of the Joinder Agreement,the Company and each Guarantor, under this Section 10 shall be in 

 

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addition to any liability which the Company may otherwise have andshall extend, upon the same terms and conditions, to any affiliate of eachPurchaser and each person, if any, who controls any Purchaser within themeaning of the Act; and the obligations of the Purchasers under this Section 10shall be in addition to any liability which the respective Purchasers mayotherwise have and shall extend, upon the same terms and conditions, to eachofficer and director of Varietal, and, upon the execution and delivery of theJoinder Agreement, the Company and each Guarantor, and to each person, if any,who controls Varietal, and, upon the execution and delivery of the JoinderAgreement, the Company and each Guarantor, within the meaning of the Act.

 

# 11.                                 (a)                                  Ifany Purchaser shall default in its obligation to purchase the Securities whichit has agreed to purchase hereunder, you may in your discretion arrange for youor another party or other parties to purchase such Securities on the termscontained herein. If within thirty-six hours after such default by anyPurchaser you do not arrange for the purchase of such Securities, then Varietalshall be entitled to a further period of thirty-six hours within which toprocure another party or other parties satisfactory to you to purchase suchSecurities on such terms. In the event that, within the respective prescribedperiods, you notify Varietal that you have so arranged for the purchase of suchSecurities, or Varietal notifies you that it has so arranged for the purchaseof such Securities, you or Varietal shall have the right to postpone the Timeof Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be madenecessary in the Offering Circular, or in any other documents or arrangements,and Varietal agrees to prepare promptly any amendments to the Offering Circularwhich in your opinion may thereby be made necessary. The term “Purchaser” asused in this Agreement shall include any person substituted under this Sectionwith like effect as if such person had originally been a party to thisAgreement with respect to such Securities.

#  

(b)                                 If,after giving effect to any arrangements for the purchase of the Securities of adefaulting Purchaser or Purchasers by you and Varietal as provided insubsection (a) above, the aggregate principal amount of such Securities whichremains unpurchased does not exceed one-eleventh of the aggregate principalamount of all the Securities, then Varietal shall have the right to requireeach non-defaulting Purchaser to purchase the principal amount of Securitieswhich such Purchaser agreed to purchase hereunder and, in addition, to requireeach non-defaulting Purchaser to purchase its pro rata share (based on theprincipal amount of Securities  whichsuch Purchaser agreed to purchase hereunder) of the Securities of suchdefaulting Purchaser or Purchasers for which such arrangements have not beenmade; but nothing herein shall relieve a defaulting Purchaser from liabilityfor its default.

 

25

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(c)                                  If,after giving effect to any arrangements for the purchase of the Securities of adefaulting Purchaser or Purchasers by you and Varietal as provided insubsection (a) above, the aggregate principal amount of Securities whichremains unpurchased exceeds one-eleventh of the aggregate principal amount ofall the Securities, or if Varietal shall not exercise the right described insubsection (b) above to require non-defaulting Purchasers to purchase Securitiesof a defaulting Purchaser or Purchasers, then this Agreement shall thereuponterminate, without liability on the part of any non-defaulting Purchaser orVarietal, except for the expenses to be borne by Varietal and the Purchasers asprovided in Section 6 hereof and the indemnity and contribution agreements inSection 10 hereof; but nothing herein shall relieve a defaulting Purchaser fromliability for its default.

 

# 12.                                 Therespective indemnities, agreements, representations, warranties and otherstatements of Varietal, and, upon the execution and delivery of the JoinderAgreement, the Company and each Guarantor, and the several Purchasers, as setforth in this Agreement or made by or on behalf of them, respectively, pursuantto this Agreement, shall remain in full force and effect, regardless of anyinvestigation (or any statement as to the results thereof) made by or on behalfof any Purchaser or any controlling person of any Purchaser, or Varietal, or,upon the execution and delivery of the Joinder Agreement, the Company or anyGuarantor, or any officer or director or controlling person of Varietal, and,upon the execution and delivery of the Joinder Agreement, the Company and eachGuarantor, and shall survive delivery of and payment for the Securities.

#  

# 13.                                 (a)                                  Subjectto the provisions of clauses (b) and (d) of this Section 13,each of the GSMP Purchasers and each GSMP VCOC agrees that it will not disclosewithout the prior written (including e-mail) consent of the Company (other thanto its employees, auditors, investors, partners, creditors, advisors, counselor any rating agencies that are reviewing securities or loans issued by suchGSMP Purchaser or such GSMP VCOC, in each case, to the extent such disclosurereasonably relates to the administration of the investment represented by itsSecurities and who are informed that such information is subject to theprovisions of this Section 13 and who enter into confidentialityarrangements with such GSMP Purchaser or such GSMP VCOC reasonably satisfactoryto such GSMP Purchaser or such GSMP VCOC) any information which has beenfurnished to such GSMP Purchaser or such GSMP VCOC in connection with itsevaluation of an investment in the Securities and of the other transactionsreferred to herein or is now or in the future furnished pursuant to thisAgreement (including Section 9(a) and (b) hereof); provided that any GSMP Purchaseror any GSMP VCOC may disclose any such information (i) as was or hasbecome generally available to the public other than by virtue of a breach ofthis Section 13(a) or any other confidentiality obligation bysuch GSMP Purchaser or GSMP VCOC or any other person to whom such GSMPPurchaser or GSMP VCOC has provided such information as permitted by this Section 13,(ii) as may be required in any report, statement or 

 

26

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# testimony required to besubmitted to any municipal, state or Federal regulatory body having or claimingto have jurisdiction over such GSMP Purchaser or GSMP VCOC or to the Commissionor similar organizations (whether in the United States of America or elsewhere)or their successors, (iii) as may be required or in the opinion of counselappropriate in respect of any summons or subpoena or in connection with anylitigation, (iv) as may be required or in the opinion of counsel appropriate inorder to comply with any law, order, regulation or ruling applicable to such GSMPPurchaser or GSMP VCOC and (v) to any prospective or actual holder ofSecurities, in connection with any contemplated transfer of any of theSecurities by such GSMP Purchaser; provided that prior to orconcurrently with any disclosure of information to any person pursuant to thisclause (v) any such prospective or actual holder of Securities expressly agreesin writing to be bound by the confidentiality provisions contained in this Section 13pursuant to a confidentiality agreement with the Company embodying theprovisions of this Section 13 (other than this clause (v)). Each ofthe GSMP Purchasers and GSMP VCOC agrees that in the event it intends todisclose confidential information in accordance with clauses (ii), (iii) or(iv) above, it shall, to the extent reasonably practicable, provide the Companynotice of such requirement prior to making any disclosure so that the Companymay seek an appropriate protective order or confidential treatment of theinformation being disclosed.

#  

## (b)                                 TheCompany hereby acknowledges and agrees that each GSMP Purchaser and GSMP VCOCmay share with any of its Affiliates, and such Affiliates may share with suchGSMP Purchaser and GSMP VCOC, any information related to the Company or any ofits subsidiaries (including any nonpublic information regarding thecreditworthiness of the Company or any of its subsidiaries) to the extent suchsharing reasonably relates to the administration of the investment representedby its Securities and such Affiliates are informed that such information issubject to the provisions of this Section 13; provided such personsshall be subject to the provisions of this Section 13 to the sameextent as such GSMP Purchaser and such GSMP VCOC.

##  

## (c)                                  Notwithstanding anything herein to thecontrary, each of Varietal and, upon the execution and delivery of theJoinder Agreement, the Company and each Guarantor, (and Varietal’s and, upon the execution and delivery of theJoinder Agreement, the Company’s and each Guarantor’s, employees, representatives, and other agents) are authorized todisclose to any and all persons, the tax treatment and tax structure of thepotential transaction and all materials of any kind (including tax opinions andother tax analyses) provided to Varietal, the Company or any Guarantor relatingto that treatment and structure, without the Purchasers’ imposing anylimitation of any kind. However, any information relating to the tax treatmentand tax structure shall remain confidential (and the 

##  

## 27

## 

 

## foregoingsentence shall not apply) to the extent necessary to enable any person tocomply with securities laws. For this purpose, “tax treatment” means US federaland state income tax treatment, and “tax structure” is limited to any factsthat may be relevant to that treatment.

##  

# 14.           If this Agreement shallbe terminated pursuant to Section 11 hereof, Varietal shall not then beunder any liability to any Purchaser except as provided in Sections 7 and 10hereof; but, if for any other reason, the Securities are not delivered by or onbehalf of the Varietal and Company as provided herein, Varietal and the Companywill reimburse the Purchasers through you for all expenses approved in writingby you, including fees and disbursements of counsel, reasonably incurred by thePurchasers in making preparations for the purchase, sale and delivery of theSecurities, but Varietal and the Company shall then be under no furtherliability to any Purchaser except as provided in Sections 7 and 10 hereof.

#  

# 15.           In all dealings hereunder,you shall act on behalf of each of the Purchasers, and the parties hereto shallbe entitled to act and rely upon any statement, request, notice or agreement onbehalf of any Purchaser made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as therepresentatives.

#  

All statements, requests, notices and agreements hereunder shall be inwriting, and if to the Purchasers shall be delivered or sent by mail (includingelectronic mail), telex or facsimile transmission to you as the representativesin care of Goldman, Sachs &Co., One New York Plaza, 42nd Floor, New York, New York10004, Attention:  RegistrationDepartment; and if to Varietal, the Company or any Guarantor shall be deliveredor sent by mail (including electronic mail), telex or facsimile transmission tothe address of the Company set forth in the Offering Circular, Attention:  Secretary; *provided*,*however*, that any notice to aPurchaser pursuant to Section 10(c) hereof shall be delivered or sentby mail, telex or facsimile transmission to such Purchaser at its address setforth in its Purchasers’ Questionnaire, or telex constituting suchQuestionnaire, which address will be supplied to the Company by you uponrequest. Any such statements, requests, notices or agreements shall take effectupon receipt thereof.

 

# 16.           This Agreement shall bebinding upon, and inure solely to the benefit of, the Purchasers, Varietal and,upon the execution and delivery of the Joinder Agreement, the Company and eachGuarantor, and, to the extent provided in Sections 10 and 12 hereof, theofficers and directors of Varietal, upon the execution and delivery of theJoinder Agreement, the Company and each Guarantor, and each person who controlsVarietal, or, upon the execution and delivery of the Joinder Agreement, theCompany or any Guarantor, or any Purchaser, and their respective heirs,executors, administrators, successors and assigns, and no other person shallacquire or have any right under or by virtue of this Agreement. No purchaser ofany of the Securities from any Purchaser shall be deemed a successor or assignby reason merely of such purchase.

#  

# 17.           Time shall be of theessence of this Agreement.

#  

28

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# 18.           Varietal, and, upon theexecution and delivery of the Joinder Agreement, the Company and eachGuarantor, acknowledges and agrees that (i) the purchase and sale of theSecurities pursuant to this Agreement is an arm’s-length commercial transactionbetween Varietal, and, upon the execution and delivery of the JoinderAgreement, the Company and each Guarantor, on the one hand, and the severalPurchasers, on the other, (ii) in connection therewith and with theprocess leading to such transaction each Purchaser is acting solely as aprincipal and not the agent or fiduciary of Varietal, and, upon the executionand delivery of the Joinder Agreement, the Company and each Guarantor, (iii) noPurchaser has assumed an advisory or fiduciary responsibility in favor ofVarietal, or, upon the execution and delivery of the Joinder Agreement, theCompany and each Guarantor, with respect to the offering contemplated hereby orthe process leading thereto (irrespective of whether such Purchaser has advisedor is currently advising Varietal, the Company or any Guarantor on othermatters) or any other obligation to the Company except the obligationsexpressly set forth in this Agreement and (iv) each of Varietal, theCompany and each Guarantor has consulted its own legal and financial advisorsto the extent it deemed appropriate. Each of Varietal, the Company and eachGuarantor agrees that it will not claim that the Purchaser, or any of them, hasrendered advisory services of any nature or respect, or owes a fiduciary orsimilar duty to Varietal, the Company or any Guarantor, in connection with suchtransaction or the process leading thereto.

#  

# 19.           This Agreementsupersedes all prior agreements and understandings (whether written or oral)between Varietal, the Company, any Guarantor and the Purchasers, or any ofthem, with respect to the subject matter hereof.

#  

# **20.****          This Agreement shall begoverned by and construed in accordance with the laws of the State of New York.**

#  

# 21.           Varietal and, upon theexecution and delivery of the Joinder Agreement, the Company and eachGuarantor, and each of the Purchasers hereby irrevocably waives, to the fullestextent permitted by applicable law, any and all right to trial by jury in anylegal proceeding arising out of or relating to this Agreement or thetransactions contemplated hereby.

#  

# 22.           This Agreement may beexecuted by any one or more of the parties hereto in any number ofcounterparts, each of which shall be deemed to be an original, but all suchrespective counterparts shall together constitute one and the same instrument.

#  

# 23.           Notwithstanding anything herein to the contrary, each of Varietal and,upon the execution and delivery of the Joinder Agreement, the Company and eachGuarantor, (and Varietal’s and,upon the execution and delivery of the Joinder Agreement, the Company’s andeach Guarantor’s, employees,representatives, and other agents) are authorized to disclose to any and allpersons, the tax treatment and tax structure of the potential transaction andall materials of any kind (including tax opinions and other tax analyses) providedto Varietal, 

 

29

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# theCompany or any Guarantor relating to that treatment and structure, without thePurchasers’ imposing any limitation of any kind. However, any informationrelating to the tax treatment and tax structure shall remain confidential (andthe foregoing sentence shall not apply) to the extent necessary to enable anyperson to comply with securities laws. For this purpose, “tax treatment” meansUS federal and state income tax treatment, and “tax structure” is limited toany facts that may be relevant to that treatment.

#  

# 24.           The obligation ofVarietal and, upon the execution and delivery of the Joinder Agreement, theCompany and the Guarantors in respect of any sum due to any of the Purchasersor other indemnified party, as applicable, shall, notwithstanding any judgmentin a currency other than U.S. Dollars, not be discharged until the firstbusiness day, following receipt by such Purchaser or other indemnified party,as applicable, of any sum adjudged to be so due in such other currency, onwhich (and only to the extent that) such Purchaser or other indemnified party,as applicable, may in accordance with normal banking procedures purchase U.S.Dollars with such other currency; if U.S. Dollars so purchased are less thanthe sum originally due to the Purchaser or other indemnified party, asapplicable, hereunder, Varietal and the Company agree, as a separate obligationand notwithstanding any such judgment, to indemnify such Purchaser or other indemnifiedparty, as applicable, against such loss. If U.S. Dollars so purchased aregreater than the sum originally due to the Purchaser or other indemnifiedparty, as applicable, hereunder, such Purchaser or other indemnified party, asapplicable, agrees to pay to Varietal and/or the Company, as the case may be,an amount equal to the excess of U.S. Dollars so purchased over the sumoriginally due to the Purchaser or other indemnified party, as applicable,hereunder.

 

30

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If the foregoing is in accordance with your understanding, please signand return to us one for Varietal andeach of the representatives plus one for each counsel counterpartshereof, and upon the acceptance hereof by you, on behalf of each of thePurchasers, this letter and such acceptance hereof shall constitute a bindingagreement between each of the Purchasers and Varietal. It is understood thatyour acceptance of this letter on behalf of each of the Purchasers is pursuantto the authority set forth in a form of Agreement among Purchasers, the form ofwhich shall be submitted to Varietal for examination upon request, but withoutwarranty on your part as to the authority of the signers thereof.

 
|   | Very truly  yours,                        |
|--------|-------------------------------------------|
|   |                                      |
|   | VARIETAL  DISTRIBUTION MERGER SUB,   INC. |
|   |                                      |
|   |                                      |
|   | By:                                       |   |   |
|   |                                      | Name: |
|   |                                      | Title: |

 

31

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| Accepted as of the date hereof: |   |   |
|---------------------------------|--------|--------|
|                            |   |   |
| GOLDMAN, SACHS & CO.   |   |   |
|                            |   |   |
|                            |   |   |
| By:                             |   |   |   |
|                            | Name:  |   |   |
|                            | Title: |   |   |

 

32

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Accepted as of the date hereof:

 

 
| GSMP 2006 ONSHORE US, LTD.                                                           |   |   |
|--------------------------------------------------------------------------------------|--------|--------|
|                                                                                 |   |   |
|                                                                                 |   |   |
| By:                                                                                  |   |   |   |
|                                                                                 | Name:  |   |   |
|                                                                                 | Title: |   |   |
|                                                                                 |   |   |
| GSMP 2006 OFFSHORE US, LTD.                                                          |   |   |
|                                                                                 |   |   |
|                                                                                 |   |   |
| By:                                                                                  |   |   |   |
|                                                                                 | Name:  |   |   |
|                                                                                 | Title: |   |   |
|                                                                                 |   |   |
| GSMP  2006 INSTITUTIONAL US, LTD.                                                    |   |   |
|                                                                                 |   |   |
| By:                                                                                  |   |   |   |
|                                                                                 | Name:  |   |   |
|                                                                                 | Title: |   |   |
|                                                                                 |   |   |
| GS MEZZANINE PARTNERS 2006 INSTITUTIONAL,   L.P., as a beneficiary of Section 9 |   |
|                                                                                 |   |   |
| By: GS Mezzanine Advisors  2006, L.L.C., its general     partner           |   |   |
|                                                                                 |   |   |
|                                                                                 |   |   |
| By:                                                                                  |   |   |   |
|                                                                                 | Name:  |   |   |
|                                                                                 | Title: |   |   |

 

33

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**SCHEDULE I**
| **Purchaser**                         | ** ** | **Principal   Amount of   Securities  to be Purchased  in U.S. Dollars** | ** **     | **Principal   Amount of   Securities   to be Purchased   in Euros** | ** ** |
|---------------------------------------|------------|--------------------------------------------------------------------------|----------------|---------------------------------------------------------------------|------------|
| **GSMP  2006 Onshore US, Ltd.**       |       | $                                                                        | 162,984,000.00 |                                                                | €     | 57,627,000.00 |   |
| **GSMP  2006 Offshore US, Ltd.**      |       | $                                                                        | 111,882,000.00 |                                                                | €     | 39,559,000.00 |   |
| **GSMP  2006 Institutional US, Ltd.** |       | $                                                                        | 22,064,000.00  |                                                                | €     | 7,801,000.00 |   |
|                                  |       |                                                                     |           |                                                                |       |
| Total                                 |       | $                                                                        | 296,930,000.00 |                                                                | €     | 104,987,000.00 |   |

 

----

 

**SCHEDULE II**

 

(a)           AdditionalDocuments Incorporated by Reference:

 

None

 

(b)           ApprovedSupplemental Disclosure Documents:

 

None

 

----

 

**ANNEXI**

 

(1)           TheSecurities have not been and will not be registered under the Act and may notbe offered or sold within the United States or to, or for the account orbenefit of, U.S. persons except in accordance with Regulation S under the Actor pursuant to an exemption from the registration requirements of the Act. EachPurchaser represents that it has offered and sold the Securities, and willoffer and sell the Securities (i) as part of their distribution at anytime and (ii) otherwise until 40 days after the later of the commencementof the offering and the Time of Delivery, only in accordance with Rule 903of Regulation S or, Rule 144A or pursuant to Paragraph 2 of this Annex Iunder the Act. Accordingly, each Purchaser agrees that neither it, itsaffiliates nor any persons acting on its or their behalf has engaged or willengage in any directed selling efforts with respect to the Securities, and itand they have complied and will comply with the offering restrictionsrequirement of Regulation S. Each Purchaser agrees that, at or prior to confirmationof sale of Securities (other than a sale pursuant to Rule 144A) orpursuant to Paragraph 2 of this Annex I, it will have sent to each distributor,dealer or person receiving a selling concession, fee or other remuneration thatpurchases Securities from it during the restricted period a confirmation ornotice to substantially the following effect:

 

“TheSecurities covered hereby have not been registered under the U.S. SecuritiesAct of 1933 (the “Securities Act”) and may not be offered and sold within theUnited States or to, or for the account or benefit of, U.S. persons (i) aspart of their distribution at any time or (ii) otherwise until 40 daysafter the later of the commencement of the offering and the closing date,except in either case in accordance with Regulation S (or Rule 144A ifavailable) under the Securities Act. Terms used above have the meaning given tothem by Regulation S.”

 

Terms used in this paragraph have themeanings given to them by Regulation S.

 

Each Purchaser further agrees that it has notentered and will not enter into any contractual arrangement with respect to thedistribution or delivery of the Securities, except with its affiliates or withthe prior written consent of the Company.

 

(2)           Notwithstandingthe foregoing, Securities in registered form may be offered, sold and deliveredby the Purchasers in the United States and to U.S. persons pursuant to Section 3of this Agreement without delivery of the written statement required byparagraph (1) above.

 

(3)           EachPurchaser agrees that it will not offer, sell or deliver any of the Securitiesin any jurisdiction outside the United States except under circumstances thatwill result in compliance with the applicable laws thereof, and that it willtake at its own expense whatever action is required to permit its purchase andresale of the Securities in such 

 

A-I-1

----

 

jurisdictions. Each Purchaser understandsthat no action has been taken to permit a public offering in any jurisdictionoutside the United States where action would be required for such purpose. EachPurchaser agrees not to cause any advertisement of the Securities to bepublished in any newspaper or periodical or posted in any public place and notto issue any circular relating to the Securities, except in any such case withGoldman, Sachs & Co.’s express written consent and then only at its ownrisk and expense.

 

A-I-2

----

 

**ANNEXII-A**

 

Form ofKirkland & Ellis LLP Opinion

 

[to come]

 

A-II-A-1

----

 

**ANNEXII-B**

 

Form ofOpinion of Mr. Thomas D. Salus

 

[to come]

 

A-II-B-1

----

 

**ANNEXIII**

 

Pursuant to Section 8(d) of the Purchase Agreement, theaccountants shall furnish letters to the Purchasers to the effect that:

 

(i)            Theyare an independent registered public accounting firm with respect to theCompany and its subsidiaries within themeaning of the Securities Exchange Act of 1934 (the “Exchange Act”) andthe applicable published rules and regulations thereunder adopted by theSecurities and Exchange Commission and the Public Accounting Oversight Board(United States) under rule 101 of the American Institute of CertifiedPublic Accountants’ Code of Professional Conduct, and its interpretations andrulings;

 

(ii)           Inour opinion, the consolidated financial statements and financial statementschedules audited by us and included in the Offering Circular comply as to formin all material respects with the applicable requirements of the Exchange Actand the related published rules and regulations;

 

(iii)          Theunaudited selected financial information with respect to the consolidatedresults of operations and financial position of the Company for the five mostrecent fiscal years included in the Offering Circular agrees with thecorresponding amounts (after restatements where applicable) in the auditedconsolidated financial statements for such five fiscal years;

 

(iv)          Onthe basis of limited procedures not constituting an audit in accordance withgenerally accepted auditing standards, consisting of a reading of the unauditedfinancial statements and other information referred to below, a reading of thelatest available interim financial statements of the Company and itssubsidiaries, inspection of the minute books of the Company and its subsidiariessince the date of the latest audited financial statements included in theOffering Circular, inquiries of officials of the Company and its subsidiariesresponsible for financial and accounting matters and such other inquiries andprocedures as may be specified in such letter, nothing came to their attentionthat caused them to believe that:

 

(A)          theunaudited consolidated statements of income, consolidated balance sheets and consolidatedstatements of cash flows included in the Offering Circular are not inconformity with generally accepted accounting principles applied on the basissubstantially consistent with the basis for the unaudited condensedconsolidated statements of income, consolidated balance sheets and consolidatedstatements of cash flows included in the Offering Circular;

 

(B)           anyother unaudited income statement data and balance sheet items included in theOffering Circular do not agree with the corresponding items in the unauditedconsolidated financial statements from which such data and items were derived, 

 

A-III-1

----

 

and any such unaudited data and items werenot determined on a basis substantially consistent with the basis for thecorresponding amounts in the audited consolidated financial statements includedin the Offering Circular;

 

(C)           theunaudited financial statements which were not included in the Offering Circularbut from which were derived any unaudited condensed financial statementsreferred to in clause (A) and any unaudited income statement data andbalance sheet items included in the Offering Circular and referred to in clause(B) were not determined on a basis substantially consistent with the basisfor the audited consolidated financial statements included in the OfferingCircular;

 

(D)          anyunaudited pro forma consolidated condensed financial statements included in theOffering Circular do not comply as to form in all material respects with theapplicable accounting requirements or the pro forma adjustments have not beenproperly applied to the historical amounts in the compilation of thosestatements;

 

(E)           asof a specified date not more than five days prior to the date of such letter,there have been any changes in the consolidated capital stock (other thanissuances of capital stock upon exercise of options and stock appreciationrights, upon earn-outs of performance shares and upon conversions ofconvertible securities, in each case which were outstanding on the date of thelatest financial statements included in the Offering Circular or any increase inthe consolidated long-term debt of the Company and its subsidiaries, or anydecreases in consolidated net current assets or stockholders’ equity or otheritems specified by the Representatives, or any increases in any items specifiedby the Representatives, in each case as compared with amounts shown in thelatest balance sheet included in the Offering Circular except in each case forchanges, increases or decreases which the Offering Circular discloses haveoccurred or may occur or which are described in such letter; and

 

(F)           forthe period fro the date of the latest financial statements included in theOffering Circular to the specified date referred to in clause (E) therewere any decreases in consolidated net revenues or operating profit or thetotal or per share amounts of consolidated net income or other items specifiedby the Representatives, or any increases in any items specified by the Representatives,in each case as compared with the comparable period of the preceding year andwith any other period of corresponding length specified by the Representatives,except in each case for decreases or increases which the Offering Circulardiscloses have occurred or may occur or which are described in such letter; and

 

(v)           Inaddition to the examination referred to in their report(s) included in theOffering Circular and the limited procedures, inspection of minute books,inquiries and other procedures referred to in paragraphs (iii) and (iv) above,they have carried out certain specified procedures, not constituting an auditin accordance with generally accepted 

 

A-III-2

----

 

auditing standards, with respect to certainamounts, percentages and financial information specified by theRepresentatives, which are derived from the general accounting records of theCompany and its subsidiaries, which appear in the Offering Circular, and havecompared certain of such amounts, percentages and financial information withthe accounting records of the Company and its subsidiaries and have found themto be in agreement.

 

A-III-3

----

 

**Exhibit A**

 

Form of Joinder Agreement

 

WHEREAS,Varietal Distribution Merger Sub, Inc., a Delaware corporation (“Varietal”),and the Purchasers named therein (the “Purchasers”) heretofore executedand delivered a Purchase Agreement, dated June 27, 2007 (the “PurchaseAgreement”), providing for the issuance and sale of the Securities(capitalized terms used herein and not otherwise defined herein shall have therespective meanings ascribed to such terms in the Purchase Agreement); and

 

WHEREAS,as a condition to the consummation of the offering of the Securities, each ofthe Company and Guarantors, none of which was originally a party thereto, hasagreed to join in the Purchase Agreement on the Closing Date upon consummationof the Merger.

 

NOW,THEREFORE, each of the Company and the Guarantors, jointly and severally,hereby agrees for the benefit of the Purchasers, as follows:

 

# 1.             Joinder. Eachof the undersigned hereby acknowledges that it has received and reviewed a copyof the Purchase Agreement and all other documents it deems fit prior toentering into this Joinder Agreement (the “Joinder Agreement”), and acknowledgesand agrees to (i) join and become a party to the Purchase Agreement asindicated by its signature below; (ii) be bound by all covenants,agreements, representations, warranties and acknowledgments attributable to anindemnifying party in the Purchase Agreement as if made by, and with respect to,each signatory hereto; and (iii) perform all obligations and duties requiredof an indemnifying party pursuant to the Purchase Agreement.

#  

# 2.             Representationsand Warranties and Agreements of the Surviving Corporation and the Guarantors.Each of the undersigned hereby represents and warrants to and agrees with thePurchasers that it has all the requisite power and authority to execute,deliver and perform its obligations under this Joinder Agreement and theconsummation of the transaction contemplated hereby has been duly and validlytaken and that, when this Joinder Agreement is executed and delivered, it willconstitute a valid and legally binding agreement enforceable against each ofthe undersigned in accordance with its terms.

#  

# 3.             Counterparts.This Joinder Agreement may be executed by any one or more of the parties heretoin any number of counterparts, each of which shall be deemed to be an original,but all such respective counterparts shall together constitute one and the sameinstrument.

#  

# 4.             Amendments. Noamendment or waiver of any provision of this Joinder Agreement, nor any consentor approval to any departure therefrom, shall in any event be effective unlessthe same shall be in writing and signed by the parties thereto.

#  

# 5.             Applicable Law.This Agreement shall be governed by and construed in accordance with the lawsof the State of New York.

#  

# 6.             Effectiveness.This Agreement shall be effective upon consummation of the Merger.

#  

## 

 

IN WITNESS WHEREOF, the undersigned has executed this agreement this 27thday of June, 2007.

 

 
|   | VWR FUNDING, INC. (formerly known as CDRV   INVESTORS, INC.) |
|--------|--------------------------------------------------------------|
|   |                                                         |
|   |                                                         |
|   | By:                                                          |   |   |
|   |                                                         | Name: |
|   |                                                         | Title: |
|   |                                                         |   |
|   |                                                         |   |
|   | [GUARANTORS]                                                 |
|   |                                                         |   |
|   |                                                         |   |
|   | By:                                                          |   |   |
|   |                                                         | Name: |
|   |                                                         | Title: |

 

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**Exhibit B**

 

Form ofSecretary’s Certificate

 

**[COMPANY]**

 

**SECRETARY’S CERTIFICATE**

**JUNE [   ], 2007**

** **

Reference is made to (i) the PurchaseAgreement, dated as of June 26, 2007 (the “Senior Notes PurchaseAgreement”), by and among Varietal Distribution Merger Sub, Inc. (“MergerSub”) and Goldman, Sachs & Co., Banc of America Securities LLC,J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc., asrepresentatives of the initial purchasers named on Schedule I thereto (the“Representatives”) and (ii) the Purchase Agreement dated as of June 27,2007 (the “Subordinated Notes Purchase Agreement” and, together with theSenior Notes Purchase Agreement, the “Purchase Agreements”), by andamong Merger Sub, GSMP 2006 Onshore US Ltd., an exempted company organizedunder the laws of the Cayman Islands, GSMP 2006 Offshore US Ltd., an exemptedcompany organized under the laws of the Cayman Islands, GSMP 2006 InstitutionalUS Ltd., an exempted company organized under the laws of the Cayman Islands, GSMezzanine Partners 2006 Institutional L.P., an exempted limited partnershiporganized under the laws of the Cayman Islands, and Goldman, Sachs & Co. (“Goldman”) as representativeof the initial purchasers named therein. Capitalized terms used and nototherwise defined herein have the meanings assigned to such terms in Exhibit Ato this certificate.

 

1.             The undersigned[            ] of[Company], a Delaware[            ]  (the “Company”), hereby certifies that[            ] isthe duly elected and qualified Assistant Secretary**ofthe Company and the signature set forth on the signature line for such officerbelow is such officer’s true and genuine signature, and such officer is dulyauthorized to execute and deliver on behalf of the Company this certificate.

 

2.             Solely on behalf ofthe Company in [his][her] capacity as[            ] ofthe Company, the undersigned hereby certifies as follows:

 

(a) Attached hereto as Exhibit A is a complete and correctcopy of the resolutions duly adopted by the Board of Directors of the Companyauthorizing the execution, delivery and performance of (i) the Joinders; (ii) theRegistration Rights Agreements; (iii) the Supplemental Indentures; and (iv) allother transactions and agreements with respect to the issuance and sale of byMerger Sub of *(x)* the10.25%/11.25% Senior PIK Toggle Notes due 2015 and *(y)* the 10.75% Senior Subordinated Notes due 2017. TheJoinders, the Registration Rights Agreements and the Supplemental Indenturesare herein collectively referred to as the “Transaction Documents.”  The Transaction Documents are insubstantially the form approved by the Board of Directors of the Company.

 

Such resolutions have not in any way been amended, modified, revoked orrescinded and have been in full force and effect since their adoption to andincluding the date hereof and are 

 

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now in fullforce and effect; and such resolutions are the only corporate proceedings ofthe Company now in force relating to or affecting the matters referred totherein.

 

(b) Attached hereto as Exhibit B is a true andcomplete copy of the certificate of incorporation of the Company certified bythe Secretary of State in its jurisdiction of organization as of a recent date,has not been repealed, revoked, rescinded or further amended in any respect andremains in full force and effect as of the date hereof;

 

(c) Attached hereto as Exhibit C are true and completecopies of the by-laws of the Company as in effect at all times since theadoption thereof to and has not been repealed, revoked, rescinded or furtheramended in any respect, and remains in full force and effect as of the datehereof;

 

(d) Attached hereto as Exhibit D is a true andcomplete copy of the good standing certificate of the Company certified by theSecretary of State in its jurisdiction of organization as of a recent date, asin effect at all times since the date shown on such attached good standingcertificate; and

 

(e) The following persons are now duly elected and qualifiedofficers of the Company holding the offices indicated next to their respectivenames below, and the signatures appearing opposite their respective names beloware the true and genuine signatures of such officers:

 

[*Signatureson following page*]

 

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Authorized Officers for [Company]

 

 
| **Name**   | ** ** | **Office** | ** ** | **Signature** |
|------------|------------|------------|------------|---------------|
| ** ** | ** ** | ** ** | ** ** | ** **    |
| [          |       | ]          |       | [             |   | ] |   |   |
|       |       |       |       |          |   |   |   |   |   |
| [          |       | ]          |       | [             |   | ] |   |   |
|       |       |       |       |          |   |   |   |   |   |
| [          |       | ]          |       | [             |   | ] |   |   |

 

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IN WITNESS WHEREOF, the undersigned havehereto set our names as of the date first set above.

 

 
|   |   |   |   |   |
|--------|--------|--------|--------|--------|
| Name:  | Name:  |   |
| Title: | Title: |   |

 

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**Exhibit C**

 

Form ofOfficer’s Certificate

 

**OFFICER’S CERTIFICATEJUNE [    ], 2007**

** **

I,[                 ],hereby certify that I am the duly elected, qualified and acting[                                  ]of CDRV Investors, Inc., a Delaware corporation (to be renamed VWR Funding, Inc.)(the “Company”), and am authorized to execute this Officer’s Certificate(this “Certificate”) on behalf of the Company as of the date hereof.

 

This Certificate is delivered pursuant to thePurchase Agreement (the “Purchase Agreement”), dated as of June 27,2007, among Varietal Distribution Merger Sub, Inc., a Delawarecorporation, GSMP 2006 Onshore US Ltd., an exempted company organized under thelaws of the Cayman Islands, GSMP 2006 Offshore US Ltd., an exempted companyorganized under the laws of the Cayman Islands, GSMP 2006 Institutional USLtd., an exempted company organized under the laws of the Cayman Islands, GSMezzanine Partners 2006 Institutional L.P., an exempted limited partnershiporganized under the laws of the Cayman Islands, and Goldman, Sachs & Co. All capitalized terms used but notdefined in this Certificate shall have the meanings set forth in the PurchaseAgreement.

 

Solely in my capacity as[                                  ]of the Company and not in my individual capacity, I hereby certify that as ofthe date hereof:

 

## (a)                           TheCompany is in compliance with the conditions precedent set forth in Section 8of the Purchase Agreement; and

##  

## (b)                           Attachedhereto as Exhibit A is a copy of the Merger Agreement, dulyexecuted by the parties thereto, together with all exhibits and schedulesthereto.

##  

[Remainder of this Page IntentionallyLeft Blank]

 

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INWITNESS WHEREOF, the Company has caused this Certificate to be duly executedand delivered as of the date first written above.

 

 
|   | **CDRV INVESTORS, INC.** |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      |   |   |
|   | Name:                    |
|   | Title:                   |

 

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**Exhibit D**

 

Form ofSolvency Certificate

 

**SOLVENCY CERTIFICATE**

** **

**JUNE [    ], 2007**

 

Reference is hereby made to that certainPurchase Agreement (including each of the counterparts to such agreement, the “PurchaseAgreement”), dated as of June 27, 2007, between Varietal DistributionMerger Sub, Inc., a Delaware corporation, GSMP 2006 Onshore US Ltd., anexempted company organized under the laws of the Cayman Islands, GSMP 2006Offshore US Ltd., an exempted company organized under the laws of the CaymanIslands, GSMP 2006 Institutional US Ltd., an exempted company organized underthe laws of the Cayman Islands, GS Mezzanine Partners 2006 Institutional L.P.,an exempted limited partnership organized under the laws of the Cayman Islands,and Goldman, Sachs & Co. This Solvency Certificate is delivered to thePurchasers pursuant to Section 8(n) of the Purchase Agreement.Terms defined in the Purchase Agreement and not otherwise defined herein areused herein with the same meaning.

 

I,[                    ],the[                                    ]of CDRV Investors, Inc. (to be renamed VWR Funding, Inc.) (the “Company”),hereby certify on behalf of the Company, and not in any individual capacity, asfollows:

 

1.             I am the[                                    ]of the Company and, as such, I am familiar with the properties, business andassets of the Company, and I am authorized to execute this SolvencyCertificate.

 

2.             I have made suchinvestigations and inquiries as I deem necessary and prudent in connection withthe matters set forth herein and have reviewed the terms of the PurchaseAgreement.

 

3.             On the Closing Dateafter giving effect to the Transactions, the Company and its Subsidiaries, on aconsolidated basis, are and immediately after giving effect to the Transactionswill be, solvent.

 

*  *   *   *   *

 

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INWITNESS WHEREOF, the Company has caused this Certificate to be duly executedand delivered as of the date first written above.

 
|   |   | **CDRV INVESTORS, INC.** |
|--------|--------|--------------------------|
|   |   |                     |
|   |   |                     |
|   |   | By:                      |   |   |
|   |   |                     | Name: |
|   |   |                     | Title: |

 

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