**Exhibit 4.7(c)**

 

**VarietalDistribution Merger Sub, Inc.**

**VWRFunding, Inc. (formerly known as****CDRV Investors, Inc.)**

 

**10.75%Senior Subordinated Notes due 2017**

 

**guaranteedas to thepayment of principal, premium,if any, and interest by**

 

**TheGuarantors listed on Schedule I hereto**

 

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***Exchange and RegistrationRights Agreement***

 

June 29, 2007

 

Goldman, Sachs & Co.,

And the several Purchasers

named in Schedule I to the PurchaseAgreement,

c/o Goldman, Sachs & Co.****

85 Broad Street,

New York, New York  10004

 

Ladies and Gentlemen:

 

ThisExchange and Registration Rights Agreement (this “*Agreement*”)is dated as of June 29, 2007, among Varietal Distribution Merger Sub, Inc.,a Delaware corporation (“*Varietal*”), VWRFunding, Inc. (formerly known as CDRV Investors, Inc.), a Delawarecorporation (the “*Company*”), the guarantors listedon Schedule I hereto (the “*Guarantors*”),Goldman, Sachs & Co., and several purchasers (together with Goldman,Sachs & Co., collectively, the “*Purchasers*”)named on Schedule I to the Purchase Agreement (as defined below).

 

ThisAgreement is entered into in connection with the Purchase Agreement, dated asof June 27, 2007 (the “*Purchase Agreement*”),by and among Varietal and the Purchasers, which provides for, among otherthings, the sale by Varietal to Goldman, Sachs & Co of $353,335,000.00and €125,000,000.00 principal amount of the Issuer’s (as defined below)10.75% Senior Subordinated Notes due 2017 (the “*Notes*”)and immediate resale of at least 85% of the aggregate principal amount of theNotes to the other Purchasers. The Notes are issued under an indenture, datedas of the date hereof (as amended or supplemented from time to time, the “*Indenture*”), among Varietal, the Company, the Guarantors andLaw Debenture Trust Company of New York, as trustee (together with anysuccessors in such capacity, the “*Trustee*”). Inconnection with the consummation of the Transactions (as defined in thePurchase Agreement), Varietal will merge with and into the Company (the “*Merger*”), after which the obligations ofVarietal under the Purchase Agreement, the Indenture and this Agreement will 

 

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become obligations of the Company. Pursuant to the Purchase Agreementand the Indenture, upon consummation of the Merger and execution by the Companyand the Guarantors of the Joinder Agreement (as defined in the Purchase Agreement)the Guarantors are required to guarantee (collectively, the “*Guarantees*”) the Issuer’s obligations under the Notes andthe Indenture. References to the “*Securities*”shall mean, collectively, the Notes and, when issued, the Guarantees and,unless the context otherwise requires, any reference herein to a “Security,” an“Exchange Security” or a “Registrable Security” shall include a reference tothe related Guarantee. References to the “*Issuer*” referto (x) prior to the consummation of the Merger, Varietal and (y) from and afterthe consummation of the Merger, the Company. In order to induce the Purchasersto enter into the Purchase Agreement, the Issuer has agreed to provide theregistration rights set forth in this Agreement for the benefit of the Purchasersand any subsequent holder or holders of the Securities. The execution anddelivery of this Agreement is a condition to the Purchasers’ obligations underthe Purchase Agreement. As an inducement to the Purchasers to enter into thePurchase Agreement and in satisfaction of a condition to the obligations of thePurchasers thereunder, the Issuer and the Guarantors agree with the Purchasersfor the benefit of holders (as defined herein) from time to time of theRegistrable Securities (as defined herein) as follows:

 

# 1.             *Certain Definitions*.

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Forpurposes of this Agreement, the following terms shall have the followingrespective meanings:

 

“*Base Interest*” shall mean the interest that would otherwiseaccrue on the Securities under the terms thereof and the Indenture, withoutgiving effect to the provisions of this Agreement.

 

Theterm “*broker-dealer*” shall mean any broker ordealer registered with the Commission under the Exchange Act.

 

“*Business Day*” shall have the meaning set forth in Rule 13e-4(a)(3) promulgatedby the Commission under the Exchange Act, as the same may be amended orsucceeded from time to time.

 

“*Clearstream*” shall have the meaningassigned thereto in the Indenture.

 

“*Commission*” shall mean the United States Securities andExchange Commission, or any other federal agency at the time administering theExchange Act or the Securities Act, whichever is the relevant statute for theparticular purpose.

 

“*EDGAR System*” means the EDGAR filing system of theCommission and the rules and regulations pertaining thereto promulgated bythe Commission in Regulation 

 

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S-T under the Securities Act and the Exchange Act, in each case as thesame may be amended or succeeded from time to time (and without regard toformat).

 

“*Effective Time*,” in the case of (i) an ExchangeRegistration, shall mean the time and date as of which the Commission declaresthe Exchange Registration Statement effective or as of which the ExchangeRegistration Statement otherwise becomes effective and (ii) a ShelfRegistration, shall mean the time and date as of which the Commission declaresthe Shelf Registration Statement effective or as of which the ShelfRegistration Statement otherwise becomes effective.

 

“*Electing Holder*” shall mean any holder of RegistrableSecurities that has returned a completed and signed Notice and Questionnaire tothe Issuer in accordance with Section 3(d)(ii) or Section 3(d)(iii) andthe instructions set forth in the Notice and Questionnaire.

 

“*EUR Denominated Notes*” shall have themeaning assigned thereto in the Indenture.

 

“*Euroclear*” shall have the meaning assignedthereto in the Indenture.

 

“*Exchange Act*” shall mean the Securities Exchange Act of1934, as amended, and the rules and regulations promulgated by theCommission thereunder, as the same may be amended or succeeded from time totime.

 

“*Exchange Offer*” shall have the meaning assigned thereto in Section 2(a).

 

“*Exchange Registration*” shall have the meaning assignedthereto in Section 3(c).

 

“*Exchange Registration Statement*” shall have the meaningassigned thereto in Section 2(a).

 

“*Exchange Securities*” shall have the meaning assigned theretoin Section 2(a).

 

“*Guarantor*” shall have the meaning assigned thereto in theIndenture.

 

Theterm “*holder*” shall mean each of thePurchasers and other persons who acquire Registrable Securities from time totime (including any successors or assigns), in each case for so long as such personowns any Registrable Securities.

 

“*Material Adverse Effect*” shall have the meaning set forth inSection 5(c).

 

“*Notice and Questionnaire*” means a Notice of RegistrationStatement and Selling Securityholder Questionnaire substantially in the form ofExhibit A hereto.

 

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Theterm “*person*” shall mean a corporation,limited liability company, association, partnership, organization, business,individual, government or political subdivision thereof or governmental agency.

 

“*Registrable Securities*” shall mean the Securities; *provided*, *however*, that aSecurity shall cease to be a Registrable Security upon the earliest to occur ofthe following:  (i) in the circumstancescontemplated by Section 2(a), the Security has been exchanged for anExchange Security in an Exchange Offer as contemplated in Section 2(a) (*provided* that any Exchange Security that, pursuant to thelast two sentences of Section 2(a), is included in a prospectus for use inconnection with resales by broker-dealers shall be deemed to be a RegistrableSecurity with respect to Sections 5, 6 and 9 until resale of such RegistrableSecurity has been effected within the 90-day period referred to in Section 2(a));(ii) in the circumstances contemplated by Section 2(b), a ShelfRegistration Statement registering such Security under the Securities Act hasbeen declared or becomes effective and such Security has been sold or otherwisetransferred by the holder thereof pursuant to and in a manner contemplated bysuch effective Shelf Registration Statement; (iii) such Security is soldpursuant to Rule 144 under circumstances in which any legend borne by suchSecurity relating to restrictions on transferability thereof, under theSecurities Act or otherwise, is removed by the Issuer or pursuant to theIndenture; (iv) such Security is eligible to be sold pursuant toparagraph (k) of Rule 144; or (v) such Security shall cease tobe outstanding.

 

“*Registration Default*” shall have the meaning assignedthereto in Section 2(c).

 

“*Registration Default Period*” shall have the meaning assignedthereto in Section 2(c).

 

“*Registration Expenses*” shall have the meaning assignedthereto in Section 4.

 

“*Request Date*” shall mean the date upon which the holders ofa majority in principal amount of Registrable Securities have demanded thefiling of a registration statement; provided that no Request Date may occurbefore the registration statement for the Senior Notes (as defined in thePurchase Agreement) is filed with the Commission or after the aggregateprincipal amount of Registrable Securities decreases below $75,000,000 (or aDollar Equivalent (as defined in the Indenture) thereof).

 

“*Resale Period*” shall have the meaning assigned thereto in Section 2(a).

 

“*Restricted Holder*” shall mean (i) a holder that is anaffiliate of the Issuer within the meaning of Rule 405, (ii) a holderwho acquires Exchange Securities outside the ordinary course of such holder’sbusiness, (iii) a holder who has arrangements or understandings with anyperson to participate in the Exchange Offer for the purpose of distributingExchange Securities and (iv) a holder that is a broker-dealer, but onlywith 

 

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respect to Exchange Securities received by such broker-dealer pursuantto an Exchange Offer in exchange for Registrable Securities acquired by thebroker-dealer directly from the Issuer.

 

“*Rule 144*,” “*Rule 405*,”“*Rule 415*,” “*Rule 424*,”“*Rule 430B*” and “*Rule 433*” shall mean, in each case, such rule promulgatedby the Commission under the Securities Act (or any successor provision), as thesame may be amended or succeeded from time to time.

 

“*Securities Act*” shall mean the Securities Act of 1933, asamended, and the rules and regulations promulgated by the Commissionthereunder, as the same may be amended or succeeded from time to time.

 

“*Shelf Registration*” shall have the meaning assigned theretoin Section 2(b).

 

“*Shelf Registration Statement*” shall have the meaningassigned thereto in Section 2(b).

 

“*Special Interest*” shall have the meaning assigned thereto inSection 2(c).

 

“*Trust Indenture Act*” shall mean the Trust Indenture Act of1939, as amended, and the rules and regulations promulgated by theCommission thereunder, as the same may be amended or succeeded from time totime.

 

“*US$ Denominated Notes*” shall have themeaning assigned thereto in the Indenture.

 

Unlessthe context otherwise requires, any reference herein to a “Section” or “clause”refers to a Section or clause, as the case may be, of this Agreement, andthe words “herein,” “hereof” and “hereunder” and other words of similar importrefer to this Agreement as a whole and not to any particular Section orother subdivision.

 

# 2.             *Registration Under the SecuritiesAct*.

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## (a)           Except as set forth in Section 2(b) below,the Issuer agrees to file under the Securities Act, no later than 90 days afterthe Request Date, a registration statement relating to an offer to exchange(such registration statement, the “*Exchange RegistrationStatement*,” and such offer, the “*Exchange Offer*”)any and all of the Securities for a like aggregate principal amount of debtsecurities issued by the Issuer****and guaranteedby the Guarantors, which debt securities and guarantee****aresubstantially identical to the Securities****and therelated Guarantee, respectively (and are entitled to the benefits of a trustindenture which is substantially identical to the Indenture or is the Indentureand which has been qualified under the Trust Indenture Act), except that theyhave been registered pursuant to an effective registration statement under theSecurities Act and 

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## do not contain provisionsfor the additional interest contemplated in Section 2(c) below (suchnew debt securities hereinafter called “*Exchange Securities*”).The Issuer agrees to use all commercially reasonable efforts to cause theExchange Registration Statement to become effective under the Securities Act nolater than 90 days after the filing of the Exchange Registration Statement (or180 days if the Exchange Registration Statement is subject to review by theCommission). The Exchange Offer will be registered under the Securities Act onthe appropriate form and will comply with all applicable tender offer rules andregulations under the Exchange Act. Unless the Exchange Offer would not bepermitted by applicable law or Commission policy, the Issuer further agrees touse all commercially reasonable efforts to (i) commence the Exchange Offerpromptly (but no later than 10 Business Days) following the Effective Time ofsuch Exchange Registration Statement, (ii) hold the Exchange Offer openfor at least 20 Business Days in accordance with Regulation 14E promulgated bythe Commission under the Exchange Act and (iii) exchange ExchangeSecurities for all Registrable Securities that have been properly tendered andnot withdrawn promptly following the expiration of the Exchange Offer. TheExchange Offer will be deemed to have been “completed” only if the debtsecurities****and related guarantee received byholders other than Restricted Holders in the Exchange Offer for RegistrableSecurities are, upon receipt, transferable by each such holder withoutrestriction under the Securities Act and the Exchange Act and without materialrestrictions under the blue sky or securities laws of a substantial majority ofthe States of the United States of America. The Exchange Offer shall be deemedto have been completed upon the Issuer having exchanged, pursuant to theExchange Offer, Exchange Securities for all Registrable Securities that havebeen properly tendered and not withdrawn before the expiration of the ExchangeOffer, which shall be on a date that is at least 20 Business Days following thecommencement of the Exchange Offer. The Issuer agrees (x) to include in theExchange Registration Statement a prospectus for use in any resales by anyholder of Exchange Securities that is a broker-dealer and (y) to keep suchExchange Registration Statement effective for a period (the “*Resale Period*”) beginning when Exchange Securities are firstissued in the Exchange Offer and ending upon the earlier of the expiration ofthe****90th day after the ExchangeOffer has been completed or such time as such broker-dealers no longer own anyRegistrable Securities. With respect to such Exchange Registration Statement,such holders shall have the benefit of the rights of indemnification andcontribution set forth in Subsections 6(a), (c), (d) and (e).

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## (b)                                 If (i) onor prior to the time the Exchange Offer is completed existing Commissioninterpretations are changed such that the debt securities or the relatedguarantee received by holders other than Restricted Holders in the ExchangeOffer for Registrable Securities are not or would not be, upon receipt,transferable by each such holder without restriction under the Securities Act, (ii) theEffective Time of the Exchange Registration Statement is not within 180 daysfollowing the Request Date (or 270 days if the Exchange Registration Statementis subject to review by the Commission) and the Exchange Offer has not beencompleted within 30 Business Days of such Effective Time or (iii) anyholder of Registrable Securities notifies the Issuer prior to the 20th BusinessDay following the completion 

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## of the Exchange offerthat:  (A) it is prohibited by lawor Commission policy from participating in the Exchange Offer, (B) it maynot resell the Exchange Securities to the public without delivering aprospectus and the prospectus supplement contained if the Exchange RegistrationStatement is not appropriate or available for such resales or (C) it is abroker-dealer and owns Securities acquired directly from the Issuer or anaffiliate of the Issuer, then the Issuer and the Guarantors shall, in lieu of(or, in the case of clause (iii), in addition to) conducting the Exchange Offercontemplated by Section 2(a), file under the Securities Act no later than30 days after the time such obligation to file arises (but no earlier than 90days after the Request Date), a “shelf” registration statement providing forthe registration of, and the sale on a continuous or delayed basis by theholders of, all of the Registrable Securities, pursuant to Rule 415 or anysimilar rule that may be adopted by the Commission (such filing, the “*Shelf Registration*” and such registration statement, the “*Shelf Registration Statement*”). The Issuer agrees to use allcommercially reasonable efforts to cause the Shelf Registration Statement tobecome or be declared effective no later than 90 days after such ShelfRegistration Statement filing obligation arises (or 180 days if the ShelfRegistration Statement is subject to review by the Commission, but no earlierthan 180 days, or 270 days, as applicable, after the Request Date); *provided* that if at any time the Issuer is or becomes a “well-knownseasoned issuer” (as defined in Rule 405) and is eligible to file an “automaticshelf registration statement” (as defined in Rule 405), then the Issuerand the Guarantors shall file the Exchange Registration Statement in the formof an automatic shelf registration statement as provided in Rule 405. TheIssuer agrees to use all commercially reasonable efforts to keep such ShelfRegistration Statement continuously effective for a period ending on theearlier of the second anniversary of the Request Date or such time as there areno longer any Registrable Securities outstanding. No holder shall be entitledto be named as a selling securityholder in the Shelf Registration Statement orto use the prospectus forming a part thereof for resales of RegistrableSecurities unless such holder is an Electing Holder. The Issuer agrees, afterthe Effective Time of the Shelf Registration Statement and promptly upon therequest of any holder of Registrable Securities that is not then an ElectingHolder, to use all commercially reasonable efforts to enable such holder to usethe prospectus forming a part thereof for resales of Registrable Securities,including, without limitation, any action necessary to identify such holder asa selling securityholder in the Shelf Registration Statement (whether bypost-effective amendment thereto or by filing a prospectus pursuant to Rules 430Band 424(b) under the Securities Act identifying such holder), *provided*, *however*, thatnothing in this Clause (y) shall relieve any such holder of the obligation toreturn a completed and signed Notice and Questionnaire to the Issuer inaccordance with Section 3(d)(iii).

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## (c)           In the event that (i) theIssuer and the Guarantors have not filed the Exchange Registration Statement orthe Shelf Registration Statement on or before the date on which such registrationstatement is required to be filed pursuant to Section 2(a) or Section 2(b),respectively, or (ii) such Exchange Registration Statement or ShelfRegistration Statement has not become effective or been declared effective bythe Commission on or before the date on which such registration statement isrequired to become or be declared effective pursuant to Section 2(a) orSection 2(b), respectively, or (iii) the Exchange Offer has not beencompleted 

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## within 30 Business Daysafter the Effective Time of the Exchange Registration Statement relating to theExchange Offer (if the Exchange Offer is then required to be made) or (iv) anyExchange Registration Statement or Shelf Registration Statement required by Section 2(a) orSection 2(b) is filed and declared effective but shall thereaftereither be withdrawn by the Issuer or shall become subject to an effective stoporder issued pursuant to Section 8(d) of the Securities Actsuspending the effectiveness of such registration statement (except asspecifically permitted herein) without being succeeded immediately by anadditional registration statement filed and declared effective (each such eventreferred to in clauses (i) through (iv), a “*RegistrationDefault*” and each period during which a Registration Default hasoccurred and is continuing, a “*Registration DefaultPeriod*”), then, as liquidated damages for such Registration Default,subject to the provisions of Section 9(b), special interest (“*Special Interest*”), in addition to the Base Interest, shallaccrue at a per annum rate of 0.25% for the first 90 days of the RegistrationDefault Period and at a per annum rate of 1.00% thereafter for the remainingportion of the Registration Default Period. Special Interest shall accrue andbe payable only with respect to a single Registration Default at any giventime, notwithstanding the fact that multiple Registration Defaults may exist atsuch time. The accrual of Special Interest shall be the exclusive monetaryremedy available to the holders of Registrable Securities for any RegistrationDefault.

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## (d)           The Issuer shall take, andshall cause the Guarantors to take,****all actionsreasonably necessary or advisable to be taken by it to ensure that thetransactions contemplated herein are effected as so contemplated, including allactions reasonably necessary or desirable to register the Guarantee under theregistration statement contemplated in Section 2(a) or Section 2(b),as applicable.

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## (e)           Any reference herein to aregistration statement as of any time shall be deemed to include any documentincorporated, or deemed to be incorporated, therein by reference as of suchtime and any reference herein to any post-effective amendment to a registrationstatement as of any time shall be deemed to include any document incorporated,or deemed to be incorporated, therein by reference as of such time.

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# 3.             *Registration Procedures*.

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Ifthe Issuer and the Guarantors file a registration statement pursuant to Section 2(a) orSection 2(b), the following provisions shall apply:

 

(a)           At or before the Effective Time of the ExchangeRegistration or the Shelf Registration, as the case may be, the Issuer shallqualify the Indenture under the Trust Indenture Act.

 

(b)           In the event that such qualification would requirethe appointment of a new trustee under the Indenture, the Issuer shall appointa new trustee thereunder pursuant to the applicable provisions of theIndenture.

 

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(c)           In connection with the Issuer’s and the Guarantors’obligations with respect to the registration of Exchange Securities ascontemplated by Section 2(a) (the “*ExchangeRegistration*”), if applicable, the Issuer and the Guarantors shall:

 

(i)            prepare and file with the Commission, no later than90 days after the Request Date, an Exchange Registration Statement on any formwhich may be utilized by the Issuer and the Guarantors and which shall permitthe Exchange Offer and resales of Exchange Securities by broker-dealers duringthe Resale Period to be effected as contemplated by Section 2(a), and useall commercially reasonable efforts to cause such Exchange RegistrationStatement to become effective no later than 90 days after the filing of the ExchangeRegistration Statement (or 180 days if the Exchange Registration Statement issubject to review by the Commission);

 

(ii)           as soon as reasonably practicable prepare and filewith the Commission such amendments and supplements to such Exchange RegistrationStatement and the prospectus included therein as may be necessary to effect andmaintain the effectiveness of such Exchange Registration Statement for theperiods and purposes contemplated in Section 2(a) and as may berequired by the applicable rules and regulations of the Commission and theinstructions applicable to the form of such Exchange Registration Statement,and promptly provide each broker-dealer holding Exchange Securities with suchnumber of copies of the prospectus included therein (as then amended orsupplemented), in conformity in all material respects with the requirements ofthe Securities Act and the Trust Indenture Act, as such broker-dealerreasonably may request prior to the expiration of the Resale Period, for use inconnection with resales of Exchange Securities;

 

(iii)          promptly notify each broker-dealer that hasrequested or received copies of the prospectus included in such ExchangeRegistration Statement, and confirm such advice in writing, (A) when suchExchange Registration Statement or the prospectus included therein or anyprospectus amendment or supplement or post-effective amendment has been filed,and, with respect to such Exchange Registration Statement or any post-effectiveamendment, when the same has become effective, (B) of any comments by theCommission and by the blue sky or securities commissioner or regulator of anystate with respect thereto or any request by the Commission for amendments orsupplements to such Exchange Registration Statement or prospectus or foradditional information, in each case, that relate to any information providedby an Electing Holder, (C) of the issuance by the Commission of any stoporder suspending the effectiveness of such Exchange Registration Statement orthe initiation or threatening of any proceedings for that purpose, (D) ifat any time the representations and warranties of the Issuer contemplated by Section 5cease to be true and correct in all material respects, (E) of the receiptby the Issuer of any notification with respect to the suspension of thequalification of the Exchange Securities for sale in any jurisdiction or the initiationor threatening of any proceeding for such purpose, (F) the occurrence ofany event that 

 

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causes the Issuer to become an “ineligible issuer” as defined in Rule 405,or (G) if at any time during the Resale Period when a prospectus isrequired to be delivered under the Securities Act, that such ExchangeRegistration Statement, prospectus, prospectus amendment or supplement or post-effectiveamendment does not conform in all material respects to the applicablerequirements of the Securities Act and the Trust Indenture Act or contains anuntrue statement of a material fact or omits to state any material factrequired to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances then existing;

 

(iv)          in the event that the Issuer and the Guarantorswould be required, pursuant to Section 3(c)(iii)(G), to notify anybroker-dealers holding Exchange Securities, promptly prepare and furnish toeach such holder a reasonable number of copies of a prospectus supplemented oramended so that, as thereafter delivered to purchasers of such ExchangeSecurities during the Resale Period, such prospectus shall conform in allmaterial respects to the applicable requirements of the Securities Act and theTrust Indenture Act and shall not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in light of thecircumstances then existing;

 

(v)           use all commercially reasonable efforts to obtainthe withdrawal of any order suspending the effectiveness of such Exchange RegistrationStatement or any post-effective amendment thereto at the earliest practicabledate;

 

(vi)          use all commercially reasonable efforts to (A) registeror qualify the Exchange Securities under the securities laws or blue sky lawsof such jurisdictions as are contemplated by Section 2(a) no laterthan the commencement of the Exchange Offer, to the extent required by suchlaws, (B) keep such registrations or qualifications in effect and complywith such laws so as to permit the continuance of offers, sales and dealingstherein in such jurisdictions until the expiration of the Resale Period, (C) takeany and all other actions as may be reasonably necessary or advisable to enableeach broker-dealer holding Exchange Securities to consummate the disposition thereofin such jurisdictions and (D) obtain the consent or approval of eachgovernmental agency or authority, whether federal, state or local, which may berequired to effect the Exchange Registration, the Exchange Offer and the offeringand sale of Exchange Securities by broker-dealers during the Resale Period; *provided*, *however*, thatneither the Issuer nor any Guarantor shall be required for any such purpose to (1) qualifyas a foreign corporation in any jurisdiction wherein it would not otherwise berequired to qualify but for the requirements of this Section 3(c)(vi), (2) consentto general service of process in any such jurisdiction or become subject totaxation in any such jurisdiction or (3) make any changes to itscertificate of incorporation or by-laws or other governing documents or anyagreement between it and its stockholders;

 

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(vii)         provide a CUSIP number or Common Code number, asapplicable, and ISIN for all Exchange Securities registered under the ExchangeRegistration Statement, not later than the applicable Effective Time. TheIssuer and the Guarantors shall also make all arrangements to have the ExchangeSecurities in a form eligible for deposit with DTC in the case of the US$Denominated Notes and with the common depositary for Euroclear and Clearstreamin the case of the EUR Denominated Notes; and

 

(viii)        comply with all applicable rules andregulations of the Commission, and make generally available to itssecurityholders no later than eighteen months after the Effective Time of suchExchange Registration Statement, an earnings statement of the Issuer and itssubsidiaries complying with Section 11(a) of the Securities Act(including, at the option of the Issuer, Rule 158 thereunder).

 

(d)           In connection with the Issuer’s and the Guarantors’obligations with respect to the Shelf Registration, if applicable, ** **the Issuer and theGuarantors shall:

 

(i)            prepare and file with the Commission, within thetime periods specified in Section 2(b), a Shelf Registration Statement onany form which may be utilized by the Issuer and which shall register all ofthe Registrable Securities for resale by the holders thereof in accordance withsuch method or methods of disposition as may be specified by the holders ofRegistrable Securities as, from time to time, may be Electing Holders and useall commercially reasonable efforts to cause such Shelf Registration Statementto become effective within the time periods specified in Section 2(b);

 

(ii)           distribute through the facilities of DTC, Euroclearor Clearstream, as applicable, the Notice and Questionnaire to the holders ofRegistrable Securities (A) not less than 30 days prior to the anticipatedEffective Time of the Shelf Registration Statement or (B) in the case ofan “automatic shelf registration statement” (as defined in Rule 405),distribute through DTC, Euroclear or Clearstream, as applicable, the Notice andQuestionnaire to the holders of Registrable Securities not later than theEffective Time of such Shelf Registration Statement, and in any such case noholder shall be entitled to be named as a selling securityholder in the ShelfRegistration Statement, and no holder shall be entitled to use the prospectusforming a part thereof for resales of Registrable Securities at any time,unless and until such holder has returned a completed and signed Notice andQuestionnaire to the Issuer;

 

(iii)          after the Effective Time of the Shelf RegistrationStatement, upon the request of any holder of Registrable Securities that is notthen an Electing Holder, promptly send a Notice and Questionnaire to suchholder; *provided* that the Issuer shall not berequired to take any action to name such holder as a selling securityholder inthe Shelf Registration Statement or to enable such holder to use the prospectusforming a part thereof for resales of Registrable Securities until such holderhas returned a completed and signed Notice and Questionnaire to the Issuer;

 

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(iv)          as soon as reasonably practicable prepare and filewith the Commission such amendments and supplements to such Shelf RegistrationStatement and the prospectus included therein as may be necessary to effect andmaintain the effectiveness of such Shelf Registration Statement for the periodspecified in Section 2(b) and as may be required by the applicable rules andregulations of the Commission and the instructions applicable to the form ofsuch Shelf Registration Statement, and furnish to the Electing Holders copies ofany such supplement or amendment simultaneously with or prior to its being usedor filed with the Commission to the extent such documents are not publiclyavailable on the Commission’s EDGAR System;

 

(v)           comply with the provisions of the Securities Act withrespect to the disposition of all of the Registrable Securities covered by suchShelf Registration Statement in accordance with the intended methods ofdisposition by the Electing Holders provided for in such Shelf RegistrationStatement;

 

(vi)          provide a representative for all of the ElectingHolders (which itself must be an Electing Holder) and not more than one counselfor all the Electing Holders the opportunity to participate in the preparationof such Shelf Registration Statement, each prospectus included therein or filedwith the Commission and each amendment or supplement thereto;

 

(vii)         for a reasonable period prior to the filing of suchShelf Registration Statement, and throughout the period specified in Section 2(b),make available at reasonable times at the Issuer’s principal place of businessor such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) whoshall certify to the Issuer that they have a current intention to sell theRegistrable Securities pursuant to the Shelf Registration such financial andother information and books and records of the Issuer, and cause the officers,employees, counsel and independent certified public accountants of the Issuerto respond to such inquiries, as shall be reasonably necessary (and in the caseof counsel, not violate an attorney-client privilege, in such counsel’sreasonable belief), in the judgment of the respective counsel referred to in Section 3(d)(vi),to conduct a reasonable investigation within the meaning of Section 11 ofthe Securities Act; *provided*, *however*, that the foregoing inspection and informationgathering on behalf of the Electing Holders shall be conducted by one counseldesignated by the holders of at least a majority in aggregate principal amountof the Registrable Securities held by the Electing Holders at the timeoutstanding and *provided further* that each suchparty shall be required to maintain in confidence and not to disclose to anyother person any information or records reasonably designated by the Issuer asbeing confidential, until such time as (A) such information becomes amatter of public record (whether by virtue of its inclusion in such ShelfRegistration Statement or otherwise), or (B) such person shall be requiredso to disclose such information pursuant to a subpoena or order of any court orother governmental agency or body having jurisdiction over the matter (subjectto the requirements of such order, and only after such person shall have giventhe 

 

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Issuer prompt prior written notice of such requirement), or (C) suchinformation is required to be set forth in such Shelf Registration Statement orthe prospectus included therein or in an amendment to such Shelf RegistrationStatement or an amendment or supplement to such prospectus in order that suchShelf Registration Statement, prospectus, amendment or supplement, as the casemay be, complies with applicable requirements of the federal securities lawsand the rules and regulations of the Commission and does not contain anuntrue statement of a material fact or omit to state therein a material factrequired to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances then existing;

 

(viii)        promptly notify each of the Electing Holders andconfirm such advice in writing, (A) when such Shelf Registration Statementor the prospectus included therein or any prospectus amendment or supplement orpost-effective amendment has been filed, and, with respect to such ShelfRegistration Statement or any post-effective amendment, when the same has becomeeffective, (B) of any comments by the Commission and by the blue sky orsecurities commissioner or regulator of any state with respect thereto or any requestby the Commission for amendments or supplements to such Shelf RegistrationStatement or prospectus or for additional information, (C) of the issuanceby the Commission of any stop order suspending the effectiveness of such ShelfRegistration Statement or the initiation or threatening of any proceedings forthat purpose, (D) if at any time the representations and warranties of theIssuer set forth in Section 5 cease to be true and correct in all materialrespects, (E) of the receipt by the Issuer of any notification withrespect to the suspension of the qualification of the Registrable Securitiesfor sale in any jurisdiction or the initiation or threatening of any proceedingfor such purpose, (F) the occurrence of any event that causes the Issuerto become an “ineligible issuer” as defined in Rule 405, or (G) if atany time when a prospectus is required to be delivered under the SecuritiesAct, that such Shelf Registration Statement, prospectus, prospectus amendmentor supplement or post-effective amendment does not conform in all materialrespects to the applicable requirements of the Securities Act and the TrustIndenture Act or contains an untrue statement of a material fact or omits tostate any material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing;

 

(ix)           use all commercially reasonable efforts to obtainthe withdrawal of any order suspending the effectiveness of such ShelfRegistration Statement or any post-effective amendment thereto at the earliestpracticable date;

 

(x)            if requested by any Electing Holder, promptlyincorporate in a prospectus supplement or post-effective amendment suchinformation as is required by the applicable rules and regulations of theCommission and as such Electing Holder specifies should be included thereinrelating to the terms of the sale of such Registrable Securities, includinginformation with respect to the principal amount of Registrable Securitiesbeing sold by such Electing Holder, the name and description of such ElectingHolder, the 

 

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offering price of such Registrable Securities and any discount,commission or other compensation payable in respect thereof and with respect toany other terms of the offering of the Registrable Securities to be sold bysuch Electing Holder; and make all required filings of such prospectussupplement or post-effective amendment promptly after notification of thematters to be incorporated in such prospectus supplement or post-effectiveamendment;

 

(xi)           furnish to each Electing Holder and the counselreferred to in Section 3(d)(vi) an executed copy (or a conformedcopy) of such Shelf Registration Statement, each such amendment and supplementthereto (in each case including all exhibits thereto (in the case of anElecting Holder of Registrable Securities, upon request) and documentsincorporated by reference therein) and such number of copies of such ShelfRegistration Statement (excluding exhibits thereto and documents incorporatedby reference therein unless specifically so requested by such Electing Holder)and of the prospectus included in such Shelf Registration Statement (includingeach preliminary prospectus and any summary prospectus), in conformity in allmaterial respects with the applicable requirements of the Securities Act andthe Trust Indenture Act to the extent such documents are not available throughthe Commission’s EDGAR System, and such other documents, as such ElectingHolder may reasonably request in order to facilitate the offering anddisposition of the Registrable Securities owned by such Electing Holder and topermit such Electing Holder to satisfy the prospectus delivery requirements ofthe Securities Act; and subject to Section 3(e), the Issuer herebyconsents to the use of such prospectus (including such preliminary and summaryprospectus) and any amendment or supplement thereto by each such ElectingHolder, in each case in the form most recently provided to such person by theIssuer, in connection with the offering and sale of the Registrable Securitiescovered by the prospectus (including such preliminary and summary prospectus)or any supplement or amendment thereto;

 

(xii)          use all commercially reasonable efforts to (A) registeror qualify the Registrable Securities to be included in such Shelf RegistrationStatement under such securities laws or blue sky laws of such jurisdictions asany Electing Holder shall reasonably request, (B) keep such registrationsor qualifications in effect and comply with such laws so as to permit the continuanceof offers, sales and dealings therein in such jurisdictions during the periodthe Shelf Registration is required to remain effective under Section 2(b) andfor so long as may be necessary to enable any such Electing Holder to completeits distribution of Securities pursuant to such Shelf Registration Statement, (C) takeany and all other actions as may be reasonably necessary or advisable to enableeach such Electing Holder to consummate the disposition in such jurisdictionsof such Registrable Securities and (D) obtain the consent or approval ofeach governmental agency or authority, whether federal, state or local, whichmay be required to effect the Shelf Registration or the offering or sale inconnection therewith or to enable the selling holder or holders to offer, or toconsummate the disposition of, their 

 

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Registrable Securities; *provided*, *however*, that neither****the Issuer norany Guarantor shall be required for any such purpose to (1) qualify as aforeign corporation in any jurisdiction wherein it would not otherwise berequired to qualify but for the requirements of this Section 3(d)(xii), (2) consentto general service of process in any such jurisdiction or become subject totaxation in any such jurisdiction or (3) make any changes to itscertificate of incorporation or by-laws or other governing documents or anyagreement between it and its stockholders;

 

(xiii)         unless any Registrable Securities shall be inbook-entry only form, cooperate with the Electing Holders to facilitate thetimely preparation and delivery of certificates representing RegistrableSecurities to be sold, which certificates, if so required by any securities exchangeupon which any Registrable Securities are listed, shall be printed, penned,lithographed, engraved or otherwise produced by any combination of suchmethods, on steel engraved borders, and which certificates shall not bear anyrestrictive legends;

 

(xiv)        provide a CUSIP number or Common Code number, asapplicable, and ISIN for all Registrable Securities registered under the ShelfRegistration Statement, not later than the applicable Effective Time. TheIssuer and the Guarantors shall also make all arrangements to have theRegistrable Securities in a form eligible for deposit with DTC in the case ofthe US$ Denominated Notes and with the common depositary for Euroclear andClearstream in the case of the EUR Denominated Notes; and

 

(xv)         notify in writing each holder of RegistrableSecurities of any proposal by the Issuer to amend or waive any provision ofthis Agreement pursuant to Section 9(h) and of any amendment orwaiver effected pursuant thereto, each of which notices shall contain the textof the amendment or waiver proposed or effected, as the case may be;

 

(xvi)        comply with all applicable rules andregulations of the Commission, and make generally available to itssecurityholders no later than eighteen months after the Effective Time of suchShelf Registration Statement an earnings statement of the Issuer and itssubsidiaries complying with Section 11(a) of the Securities Act(including, at the option of the Issuer, Rule 158 thereunder).

 

(e)           In the event that the Issuer would be required,pursuant to Section 3(d)(viii)(G), to notify the Electing Holders, theIssuer shall promptly prepare and furnish to each of the Electing Holders areasonable number of copies of a prospectus supplemented or amended so that, asthereafter delivered to purchasers of Registrable Securities, such prospectusshall conform in all material respects to the applicable requirements of theSecurities Act and the Trust Indenture Act and shall not contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading inlight of the circumstances then existing. Each Electing Holder agrees that uponreceipt of any notice 

 

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from the Issuer pursuant to Section 3(d)(viii)(G),such Electing Holder shall forthwith discontinue the disposition of RegistrableSecurities pursuant to the Shelf Registration Statement applicable to suchRegistrable Securities until such Electing Holder shall have received copies ofsuch amended or supplemented prospectus, and if so directed by the Issuer, suchElecting Holder shall deliver to the Issuer (at the Issuer’s expense) allcopies, other than permanent file copies, then in such Electing Holder’s possessionof the prospectus covering such Registrable Securities at the time of receiptof such notice.

 

(f)            In the event of a Shelf Registration, in addition tothe information required to be provided by each Electing Holder in its Noticeand Questionnaire, the Issuer may require such Electing Holder to furnish tothe Issuer such additional information regarding such Electing Holder and suchElecting Holder’s intended method of distribution of Registrable Securities asmay be required in order to comply with the Securities Act. Each such ElectingHolder agrees to notify the Issuer as promptly as practicable of any inaccuracyor change in information previously furnished by such Electing Holder to theIssuer or of the occurrence of any event in either case as a result of whichany prospectus relating to such Shelf Registration contains or would contain anuntrue statement of a material fact regarding such Electing Holder or suchElecting Holder’s intended method of disposition of such Registrable Securitiesor omits to state any material fact regarding such Electing Holder or suchElecting Holder’s intended method of disposition of such Registrable Securitiesrequired to be stated therein or necessary to make the statements therein notmisleading in light of the circumstances then existing, and promptly to furnishto the Issuer any additional information required to correct and update anypreviously furnished information or required so that such prospectus shall notcontain, with respect to such Electing Holder or the disposition of suchRegistrable Securities, an untrue statement of a material fact or omit to statea material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing.

 

(g)           Until the expiration of two years after the RequestDate, the Issuer will not, and will not permit any of its “affiliates” (asdefined in Rule 144) to, resell any of the Securities that have beenreacquired by any of them except pursuant to an effective registrationstatement, or a valid exemption from the registration requirements, under theSecurities Act.

 

(h)           As a condition to its participation in the ExchangeOffer, each holder of Registrable Securities shall furnish, upon the request ofthe Issuer, a written representation to the Issuer (which may be contained inthe letter of transmittal or “agent’s message” transmitted via The DepositoryTrust Company’s Automated Tender Offer Procedures, in either case contemplatedby the Exchange Registration Statement) to the effect that (A) it is notan “affiliate” of the Issuer, as defined in Rule 405 of the SecuritiesAct, or if it is such an “affiliate,” it will comply with the registration andprospectus delivery requirements of the Securities Act to the extentapplicable, (B) it is 

 

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not engaged in and does not intend to engage in, andhas no arrangement or understanding with any person to participate in, adistribution of the Exchange Securities to be issued in the Exchange Offer, (C) itis acquiring the Exchange Securities in its ordinary course of business, (D) ifit is a broker-dealer that holds Securities that were acquired for its ownaccount as a result of market-making activities or other trading activities(other than Securities acquired directly from the Issuer or any of itsaffiliates), it will deliver a prospectus meeting the requirements of theSecurities Act in connection with any resales of the Exchange Securitiesreceived by it in the Exchange Offer, (E) if it is a broker-dealer, thatit did not purchase the Securities to be exchanged in the Exchange Offer fromthe Issuer or any of its affiliates, and (F) it is not acting on behalf ofany person who could not truthfully and completely make the representationscontained in the foregoing subclauses (A) through (E).

 

# 4.             *Registration Expenses*.

#  

TheIssuer agrees to bear and to pay or cause to be paid promptly all expensesincident to the Issuer’s performance of or compliance with this Agreement, including(a) all Commission and any NASD registration, filing and review fees andexpenses including reasonable fees and disbursements of counsel for theEligible Holders in connection with such registration, filing and review, (b) allfees and expenses in connection with the qualification of the Securities foroffering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii)and determination of their eligibility for investment under the laws of suchjurisdictions as the Electing Holders may designate, including any reasonablefees and disbursements of counsel for the Electing Holders in connection withsuch qualification and determination, (c) all expenses relating to thepreparation, printing, production, distribution and reproduction of eachregistration statement required to be filed hereunder, each prospectus includedtherein or prepared for distribution pursuant hereto, each amendment or supplementto the foregoing, the expenses of preparing the Securities for delivery and theexpenses of printing or producing any selling agreements and blue sky or legalinvestment memoranda and all other documents in connection with the offering,sale or delivery of Securities to be disposed of (including certificatesrepresenting the Securities), (d) messenger, telephone and deliveryexpenses relating to the offering, sale or delivery of Securities and thepreparation of documents referred in clause (c) above, (e) fees andexpenses of the Trustee under the Indenture, any agent of the Trustee and anycounsel for the Trustee and of any collateral agent or custodian, (f) internalexpenses (including all salaries and expenses of the Issuer’s officers andemployees performing legal or accounting duties), (g) reasonable fees,disbursements and expenses of counsel and independent certified publicaccountants of the Issuer, (h) reasonable fees, disbursements and expensesof one counsel for the Electing Holders retained in connection with a ShelfRegistration, as selected by the Electing Holders of at least a majority inaggregate principal amount of the Registrable Securities held by ElectingHolders (which counsel shall be reasonably satisfactory to the Issuer), (i) anyfees charged by securities rating services for rating the Securities, and(j) fees, expenses and disbursements of any other persons, includingspecial experts, retained by the Issuer in 

 

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connection with such registration (collectively, the “*Registration Expenses*”). To the extent that any RegistrationExpenses are incurred, assumed or paid by any holder of Registrable Securities,the Issuer shall reimburse such person for the full amount of the RegistrationExpenses so incurred, assumed or paid promptly after receipt of a request therefor.Notwithstanding the foregoing, the holders of the Registrable Securities beingregistered shall pay all agency fees and commissions and underwriting discountsand commissions, if any, and transfer taxes, if any, attributable to the saleof such Registrable Securities and the fees and disbursements of any counsel orother advisors or experts retained by such holders (severally or jointly),other than the counsel and experts specifically referred to above.

 

# 5.             *Representations and Warranties*.

#  

TheIssuer and each Guarantor, jointly and severally, represent and warrant to, andagree with, each Purchaser and each of the holders from time to time of RegistrableSecurities that:

 

(a)           Each registration statement covering RegistrableSecurities and each prospectus (including any preliminary or summaryprospectus) contained therein or furnished pursuant to Section 3(c) orSection 3(d) and any further amendments or supplements to any suchregistration statement or prospectus, when it becomes effective or is filed withthe Commission, as the case may be, will conform in all material respects tothe requirements of the Securities Act and the Trust Indenture Act and will notcontain an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading; and at all times subsequent to the Effective Time when a prospectuswould be required to be delivered under the Securities Act, other than from (i) suchtime as a notice has been given to holders of Registrable Securities pursuantto Section 3(c)(iii)(G) or Section 3(d)(viii)(G) until (ii) suchtime as the Issuer furnishes an amended or supplemented prospectus pursuant to Section 3(c)(iv) orSection 3(e), each such registration statement, and each prospectus(including any summary prospectus) contained therein or furnished pursuant to Section 3(c) orSection 3(d), as then amended or supplemented, will conform in allmaterial respects to the requirements of the Securities Act and the TrustIndenture Act and will not contain an untrue statement of a material fact oromit to state a material fact required to be stated therein or necessary tomake the statements therein not misleading in the light of the circumstancesthen existing; *provided*, *however*,that this representation and warranty shall not apply to any statements oromissions made in reliance upon and in conformity with information furnished inwriting to the Issuer by a holder of Registrable Securities expressly for usetherein.

 

(b)           Any documents incorporated by reference in anyprospectus referred to in Section 5(a), when they become or becameeffective or are or were filed with the Commission, as the case may be, willconform or conformed in all material respects to the requirements of the SecuritiesAct or the Exchange Act, as applicable, and none of such documents will containor contained an untrue statement of a material fact or will 

 

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omit or omitted to state a material fact required tobe stated therein or necessary to make the statements therein not misleading; *provided*, *however*, thatthis representation and warranty shall not apply to any statements or omissionsmade in reliance upon and in conformity with information furnished in writingto the Issuer by a holder of Registrable Securities expressly for use therein.

 

(c)           The compliance by the Issuer with all of theprovisions of this Agreement and the consummation of the transactions hereincontemplated will not (i) conflict with or result in a breach or violationof any of the terms or provisions of, or constitute a default under, any indenture,mortgage, deed of trust, loan agreement or other agreement or instrument towhich the Issuer or any of its subsidiaries is a party or by which the Issueror any of its subsidiaries is bound or to which any of the property or assetsof the Issuer or any of its subsidiaries is subject, (ii) result in anyviolation of the provisions of the certificate of incorporation, as amended, orthe by-laws or other governing documents, as applicable, of the Issuer****or the Guarantors or (iii)  result in any violation ofany statute or any order, rule or regulation of any court or governmentalagency or body having jurisdiction over the Issuer or any of its subsidiariesor any of their respective properties, except in the case of (i) and (iii) above,for such conflicts, breaches or defaults as would not reasonably be expected toresult in a material adverse effect on the business, properties, condition (financialor otherwise), results of operations or prospects of the Issuer and itssubsidiaries, taken as whole (a “*Material Adverse Effect*”);and no consent, approval, authorization, order, registration or qualificationof or with any such court or governmental agency or body is required for theconsummation by the Issuer and the Guarantors of the transactions contemplatedby this Agreement, except (w) the registration under the Securities Act ofthe Securities and qualification of the Indenture under the Trust Indenture Actand, (x) such consents, approvals, authorizations, registrations orqualifications as may be required under state securities or blue sky laws inconnection with the offering and distribution of the Securities, (y) suchconsents, approvals, authorizations, registrations or qualifications that havebeen obtained and are in full force and effect as of the date hereof and(z) such consents, approvals, authorizations, registrations orqualifications that the failure to have would not reasonably be expected tohave a Material Adverse Effect.

 

(d)           This Agreement has been duly authorized, executedand delivered by the Issuer.

 

# 6.             *Indemnification and Contribution*.

#  

## (a)           *Indemnification by the Issuer andthe Guarantors*. The Issuer and each Guarantor, jointly andseverally, will indemnify and hold harmless each of the holders of RegistrableSecurities included in an Exchange Registration Statement and each of theElecting Holders of Registrable Securities included in a Shelf RegistrationStatement against any losses, claims, damages or liabilities, joint or several,to which such holder or such Electing Holder may 

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## become subject under theSecurities 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 inany Exchange Registration Statement or Shelf Registration Statement, as thecase may be, under which such Registrable Securities were registered under theSecurities Act, or any preliminary, final or summary prospectus (including,without limitation, any “issuer free writing prospectus” as defined in Rule 433)contained therein or furnished by the Issuer to any such holder or suchElecting Holder, or any amendment or supplement thereto, or arise out of or arebased upon the omission or alleged omission to state therein a material factrequired to be stated therein or necessary to make the statements therein notmisleading, and will reimburse such holder and such Electing Holder for anylegal or other expenses reasonably incurred by them in connection with investigatingor defending any such action or claim as such expenses are incurred; *provided*, *however*, thatneither the Issuer nor any Guarantor shall be liable to any such person in anysuch case to the extent that any such loss, claim, damage or liability arisesout of or is based upon an untrue statement or alleged untrue statement oromission or alleged omission made in such registration statement, orpreliminary, final or summary prospectus (including, without limitation, any “issuerfree writing prospectus” as defined in Rule 433), or amendment orsupplement thereto, in reliance upon and in conformity with written informationfurnished to the Issuer by such person expressly for use therein.

##  

## (b)           *Indemnification by the Holders*. Each holderof Securities, severally and not jointly, will (i) indemnify and holdharmless the Issuer, each Guarantor and all other holders of RegistrableSecurities, against any losses, claims, damages or liabilities to which theIssuer, each Guarantor or such other holders of Registrable Securities maybecome subject, under the Securities Act or otherwise, insofar as such losses,claims, damages or liabilities (or actions in respect thereof) arise out of orare based upon an untrue statement or alleged untrue statement of a materialfact contained in such registration statement, or any preliminary, final orsummary prospectus (including, without limitation, any “issuer free writingprospectus” as defined in Rule 433) contained therein or furnished by theIssuer to any such Electing Holder, or any amendment or supplement thereto, orarise out of or are based upon the omission or alleged omission to statetherein a material fact required to be stated therein or necessary to make thestatements therein not misleading, in each case to the extent, but only to theextent, that such untrue statement or alleged untrue statement or omission oralleged omission was made in reliance upon and in conformity with writteninformation furnished to the Issuer by such Electing Holder expressly for usetherein, and (ii) reimburse the Issuer and each Guarantor for any legal orother expenses reasonably incurred by the Issuer and each Guarantor inconnection with investigating or defending any such action or claim as suchexpenses are incurred; *provided*, *however*, that no such Electing Holder shall be required toundertake liability to any person under this Section 6(b) for anyamounts in excess of the dollar amount of the proceeds to be received by suchElecting Holder from the sale of such Electing Holder’s Registrable Securitiespursuant to such registration.

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## (c)           *Notices of Claims, Etc*. Promptlyafter receipt by an indemnified party under subsection (a) or (b) aboveof written notice of the commencement of any action, such indemnified partyshall, if a claim in respect thereof is to be made against an indemnifyingparty pursuant to the indemnification provisions of or contemplated by this Section 6,notify such indemnifying party in writing of the commencement of such action;but the omission so to notify the indemnifying party shall not relieve it fromany liability which it may have to any indemnified party otherwise than underthe indemnification provisions of or contemplated by Section 6(a) or Section 6(b).In case any such action shall be brought against any indemnified party and itshall notify an indemnifying party of the commencement thereof, such indemnifyingparty shall be entitled to participate therein and, to the extent that it shallwish, jointly with any other indemnifying party similarly notified, to assumethe defense thereof, with counsel reasonably satisfactory to such indemnifiedparty (who shall not, except with the consent of the indemnified party, becounsel to the indemnifying party), and, after notice from the indemnifyingparty to such indemnified party of its election so to assume the defensethereof, such indemnifying party shall not be liable to such indemnified partyfor any legal expenses of other counsel or any other expenses, in each casesubsequently incurred by such indemnified party, in connection with the defensethereof other than reasonable costs of investigation. No indemnifying partyshall, without the prior written consent of the indemnified party, effect thesettlement or compromise of, or consent to the entry of any judgment withrespect to, any pending or threatened action or claim in respect of whichindemnification or contribution may be sought hereunder (whether or not theindemnified party is an actual or potential party to such action or claim)unless such settlement, compromise or judgment (i) includes anunconditional release of the indemnified party from all liability arising outof such action or claim and (ii) does not include a statement as to, or anadmission of, fault, culpability or a failure to act by or on behalf of anyindemnified party.

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## (d)           *Contribution*. If for anyreason the indemnification provisions contemplated by Section 6(a) orSection 6(b) are unavailable to or insufficient to hold harmless anindemnified party in respect of any losses, claims, damages or liabilities (oractions in respect thereof) referred to therein, then each indemnifying partyshall contribute to the amount paid or payable by such indemnified party as aresult of such losses, claims, damages or liabilities (or actions in respectthereof) in such proportion as is appropriate to reflect the relative fault ofthe indemnifying party and the indemnified party in connection with thestatements or omissions which resulted in such losses, claims, damages orliabilities (or actions in respect thereof), as well as any other relevantequitable considerations. The relative fault of such indemnifying party andindemnified party shall be determined by reference to, among other things,whether the untrue or alleged untrue statement of a material fact or omissionor alleged omission to state a material fact relates to information supplied bysuch indemnifying party or by such indemnified party, and the parties’ relativeintent, knowledge, access to information and opportunity to correct or preventsuch statement or omission. The parties hereto agree that it would not be justand equitable if contributions pursuant to this Section 6(d) weredetermined by pro rata allocation (even if the holders were treated as oneentity for such purpose) or by any other 

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## method of allocation whichdoes not take account of the equitable considerations referred to in this Section 6(d).The amount paid or payable by an indemnified party as a result of the losses,claims, damages, or liabilities (or actions in respect thereof) referred toabove shall be deemed to include any legal or other fees or expenses reasonablyincurred by such indemnified party in connection with investigating ordefending any such action or claim. Notwithstanding the provisions of this Section 6(d),no holder shall be required to contribute any amount in excess of the amount bywhich the dollar amount of the proceeds received by such holder from the saleof any Registrable Securities (after deducting any fees, discounts and commissionsapplicable thereto) exceeds the amount of any damages which such holder hasotherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission. No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any person who was notguilty of such fraudulent misrepresentation. The holders’ obligations in this Section 6(d) tocontribute shall be several in proportion to the principal amount ofRegistrable Securities registered by them and not joint.

##  

## (e)           The obligations of theIssuer and each Guarantor under this Section 6 shall be in addition to anyliability which the Issuer or each Guarantor may otherwise have and shall extend,upon the same terms and conditions, to each officer, director and partner ofeach holder and each person, if any, who controls any holder within the meaningof the Securities Act; and the obligations of the holders contemplated by this Section 6shall be in addition to any liability which the respective holder may otherwisehave and shall extend, upon the same terms and conditions, to each officer anddirector of the Issuer or any Guarantor (including any person who, with hisconsent, is named in any registration statement as about to become a directorof the Issuer or any of the Guarantor) and to each person, if any, who controlsthe Issuer within the meaning of the Securities Act.

##  

# 7.             *Underwritten Offerings*.

#  

Eachholder of Registrable Securities hereby agrees with the Issuer and each othersuch holder that no holder of Registrable Securities may participate in anyunderwritten offering hereunder unless (a) the Issuer gives its priorwritten consent to such underwritten offering, (b) the managing underwriteror underwriters thereof shall be designated by Electing Holders holding atleast a majority in aggregate principal amount of the Registrable Securities tobe included in such offering, *provided* thatsuch designated managing underwriter or underwriters is or are reasonablyacceptable to the Issuer, (c) each holder of Registrable Securitiesparticipating in such underwritten offering agrees to sell such holder’sRegistrable Securities on the basis provided in any underwriting arrangementsapproved by the persons entitled selecting the managing underwriter orunderwriters hereunder and (d) each holder of Registrable Securitiesparticipating in such underwritten offering completes and executes allquestionnaires, powers of attorney, indemnities, underwriting agreements andother documents reasonably required under the terms of such underwritingarrangements. Notwithstanding the foregoing, the Issuer shall not be requiredto effect more than three underwritten offerings under Section 7 and any 

 

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underwritten offering must include Notes in an aggregate principalamount of at least $67.5 million.

 

# 8.             *Rule 144*.

#  

TheIssuer covenants to the holders of Registrable Securities that to the extent itshall be required to do so under the Exchange Act, the Issuer will use itsreasonable best efforts to timely file the reports required to be filed by itunder the Exchange Act or the Securities Act (including the reports underSections 13 and 15(d) of the Exchange Act referred to in subparagraph(c)(1) of Rule 144), and shall take such further action as any holderof Registrable Securities may reasonably request, all to the extent requiredfrom time to time to enable such holder to sell Registrable Securities withoutregistration under the Securities Act within the limitations of the exemptionprovided by Rule 144. Upon the request of any holder of RegistrableSecurities in connection with that holder’s sale pursuant to Rule 144, theIssuer shall deliver to such holder a written statement as to whether it hascomplied with such requirements.

 

# 9.             *Miscellaneous*.

#  

## (a)           *No Inconsistent Agreements*. The Issuerrepresents, warrants, covenants and agrees that it has not granted, and shallnot grant, registration rights with respect to Registrable Securities or anyother securities which would be inconsistent with the terms contained in thisAgreement.

##  

## (b)           *Specific Performance*. The partieshereto acknowledge that there would be no adequate remedy at law if the Issuerfails to perform any of its obligations hereunder and that the Purchasers andthe holders from time to time of the Registrable Securities may be irreparablyharmed by any such failure, and accordingly agree that the Purchasers and suchholders, in addition to any other remedy to which they may be entitled at lawor in equity, shall be entitled to compel specific performance of theobligations of the Issuer under this Agreement in accordance with the terms andconditions of this Agreement, in any court of the United States or any Statethereof having jurisdiction. Time shall be of the essence in this Agreement.

##  

## (c)           *Notices*. All notices,requests, claims, demands, waivers and other communications hereunder shall bein writing (including emails) and shall be deemed to have been duly given whendelivered by hand, if delivered personally, by facsimile, by courier orelectronic mail, or three days after being deposited in the mail (registered orcertified mail, postage prepaid, return receipt requested) as follows:  If to the Issuer, to it at 310 GoshenParkway, P.O. Box 2656, West Chester, Pennsylvania 19380, and if to aholder, to the address of such holder set forth in the security register orother records of the Issuer, or to such other address as the Issuer or any suchholder may have furnished to the other in writing in accordance herewith,except that notices of change of address shall be effective only upon receipt.

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##  

## (d)           *Parties in Interest*. All the termsand provisions of this Agreement shall be binding upon, shall inure to thebenefit of and shall be enforceable by the parties hereto and the holders fromtime to time of the Registrable Securities and the respective successors andassigns of the parties hereto and such holders. In the event that anytransferee of any holder of Registrable Securities shall acquire RegistrableSecurities, in any manner, whether by gift, bequest, purchase, operation of lawor otherwise, such transferee shall, without any further writing or action ofany kind, be deemed a beneficiary hereof for all purposes and such RegistrableSecurities shall be held subject to all of the terms of this Agreement, and bytaking and holding such Registrable Securities such transferee shall beentitled to receive the benefits of, and be conclusively deemed to have agreedto be bound by all of the applicable terms and provisions of this Agreement. Ifthe Issuer shall so request, any such successor, assign or transferee shallagree in writing to acquire and hold the Registrable Securities subject to allof the applicable terms hereof.

##  

## (e)           *Survival*. Therespective indemnities, agreements, representations, warranties and each otherprovision set forth in this Agreement or made pursuant hereto shall remain infull force and effect regardless of any investigation (or statement as to theresults thereof) made by or on behalf of any holder of Registrable Securities,any director, officer or partner of such holder, or any controlling person ofany of the foregoing, and shall survive delivery of and payment for theRegistrable Securities pursuant to the Purchase Agreement and the transfer andregistration of Registrable Securities by such holder and the consummation ofan Exchange Offer.

##  

## (f)            ***Governing Law*****. ThisAgreement shall be governed by and construed in accordance with the laws of theState of New York.**

##  

## (g)           *Headings*. Thedescriptive headings of the several Sections and paragraphs of this Agreementare inserted for convenience only, do not constitute a part of this Agreementand shall not affect in any way the meaning or interpretation of thisAgreement.

##  

## (h)           *Entire Agreement; Amendments*. ThisAgreement and the other writings referred to herein (including the Indentureand the form of Securities) or delivered pursuant hereto which form a parthereof contain the entire understanding of the parties with respect to itssubject matter. This Agreement supersedes all prior agreements andunderstandings between the parties with respect to its subject matter. ThisAgreement may be amended and the observance of any term of this Agreement maybe waived (either generally or in a particular instance and eitherretroactively or prospectively) only by a written instrument duly executed bythe Issuer and the holders of at least a majority in aggregate principal amountof the Registrable Securities at the time outstanding. Each holder of anyRegistrable Securities at the time or thereafter outstanding shall be bound byany amendment or waiver effected pursuant to this Section 9(h), whether ornot any notice, writing or marking indicating such amendment or waiver appearson such Registrable Securities or is delivered to such holder.

##  

## 24

## 

##  

## (i)            *Inspection*. For so longas this Agreement shall be in effect, this Agreement and a complete list of thenames and addresses of all the holders of Registrable Securities to the extentknown to the Issuer following reasonably inquiry shall be made available forinspection and copying on any Business Day by any holder of Registrable Securitiesfor proper purposes only (which shall include any purpose related to the rightsof the holders of Registrable Securities under the Securities, the Indentureand this Agreement) at the offices of the Issuer at the address thereof setforth in Section 9(c) and at the office of the Trustee under theIndenture.

##  

## (j)            *Counterparts*. ThisAgreement may be executed by the parties in counterparts, each of which shallbe deemed to be an original, but all such respective counterparts shalltogether constitute one and the same instrument.

##  

## (k)           *Severability.*If anyprovision of this Agreement, or the application thereof in any circumstance, isheld to be invalid, illegal or unenforceable in any respect for any reason, thevalidity, legality and enforceability of such provision in every other respectand of the remaining provisions contained in this Agreement shall not beaffected or impaired thereby.

##  

## 25

## 

##  

Ifthe foregoing is in accordance with your understanding, please sign and returnto us one for Varietal, the Company and the Guarantors and each of thePurchasers plus one for each counsel counterparts hereof, and upon theacceptance hereof by you, on behalf of each of the Purchasers, this letter andsuch acceptance hereof shall constitute a binding agreement between each of thePurchasers, the Guarantors, the Company 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 the Issuer for examination upon request, butwithout warranty on your part as to the authority of the signers thereof.

 
|   | Very  truly yours,                 |   |
|--------|------------------------------------|--------|
|   |                               |   |
|   |                               |   |
|   | VARIETAL  DISTRIBUTION MERGER SUB, |
|   | INC.                               |   |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |   |
|   |                               | Name:  |
|   |                               | Title: |
|   |                               |
|   |                               |
|   | CDRV  INVESTORS, INC.              |   |
|   |                               |   |
|   |                               |   |
|   | By:                                |   |   |
|   |                               | Name:  |
|   |                               | Title: |
|   |                               |
|   |                               |
|   | VWR  INTERNATIONAL, INC.           |   |
|   |                               |   |
|   |                               |
|   | By:                                |   |   |
|   |                               | Name:  |
|   |                               | Title: |
|   |                               |
|   |                               |
|   | VWR MANAGEMENT SERVICES LLC        |
|   |                               |
|   |                               |   |
|   | By:                                |   |   |
|   |                               | Name:  |
|   | Title:                             |
|        |                                    |        |  |  |

 

26

----

 
|   | VWR, INC.                   |   |
|--------|-----------------------------|--------|
|   |                        |   |
|   |                        |   |
|   | By:                         |   |   |
|   |                        | Name:  |
|   |                        | Title: |
|   |                        |
|   |                        |
|   | WARD’S NATURAL SCIENCE |
|   | ESTABLISHMENT, LLC          |   |
|   |                        |   |
|   |                        |   |
|   | By:                         |   |   |
|   |                        | Name:  |
|   |                        | Title: |
|   |                        |   |
|   |                        |
|   | SCIENCE KIT, LLC            |
|   |                        |
|   |                        |
|   | By:                         |   |   |
|   |                        | Name:  |
|   |                        | Title: |
|        |                             |        |  |  |

 

27

----

 
| Accepted as of the date hereof:   |
|-----------------------------------|
|                              |
| GOLDMAN, SACHS & CO.     |
|                              |
|                              |
| By:                               |   |   |
|                              | Name: |
|                              | Title: |
|                              |   |
|                              |   |
| GSMP 2006 ONSHORE US, LTD.        |
|                              |
|                              |
| By:                               |   |   |
|                              | Name: |
|                              | Title: |
|                              |   |
|                              |   |
| GSMP 2006 OFFSHORE US, LTD.       |
|                              |
|                              |
| By:                               |   |   |
|                              | Name: |
|                              | Title: |
|                              |   |
| GSMP  2006 INSTITUTIONAL US, LTD. |
|                              |
|                              |
| By:                               |   |   |
|                              | Name: |
|                              | Title: |
|                              |
|                                   |  |  |  |

 

----

 

**Exhibit A**

 

VWR FUNDING,INC. (formerly known as CDRV INVESTORS,INC.)

 

INSTRUCTION TO DTC PARTICIPANTS

AND

ACCOUNT HOLDERS OF EUROCLEAR AND CLEARSTREAM

 

*[ Date ]*

 

**URGENT —IMMEDIATE ATTENTION REQUESTED**

 

***DEADLINE FOR RESPONSE:  [  ]***(a)

 

The Depository Trust Company (“DTC”) or Euroclear System as operated byEuroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”)has identified you as a DTC Participant or Account Holder of Euroclear orClearstream, as the case may be, through which beneficial interests in the VWRFunding, Inc. (formerly known as CDRVInvestors, Inc.) (the “*Issuer*”)10.75% Senior Subordinated Notes due 2017 (the “*Securities*”)are held.

 

The Issuer is in the process of registering the Securities under theSecurities Act of 1933 for resale by the beneficial owners thereof. In order tohave their Securities included in the registration statement, beneficial ownersmust complete and return the enclosed Notice of Registration Statement andSelling Securityholder Questionnaire.

 

It is important that beneficial owners of the Securities receive a copyof the enclosed materials as soon as possible as theirrights to have the Securities included in the registration statement dependupon their returning the Notice and Questionnaire by [           ].Please forward a copy of the enclosed documents to each beneficial owner thatholds interests in the Securities through you. If you require more copies ofthe enclosed materials or have any questions pertaining to this matter, pleasecontact VWR Funding, Inc. (formerly known as CDRV Investors, Inc.), [Address and Telephone Number ofIssuer].

 

----

(a)           Not less than 28 calendar days from date ofmailing.

 

A-1

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VWR FUNDING,INC. (formerly known as CDRV INVESTORS, INC.)

 

Notice ofRegistration Statement

And

Selling Securityholder Questionnaire

 

[      ]

 

Reference is hereby made to the Exchange and Registration RightsAgreement (the “*Exchange and Registration Rights Agreement*”)between VWR Funding, Inc. (formerly known as CDRV Investors, Inc.) (the “*Issuer*”)and the Purchasers named therein. Pursuant to the Exchange and RegistrationRights Agreement, the Issuer has filed or will file with the United StatesSecurities and Exchange Commission (the “*Commission*”) aregistration statement on Form [    ] (the “*Shelf Registration Statement*”) for the registration andresale under Rule 415 of the Securities Act of 1933, as amended (the “*Securities Act*”), of the Issuer’s 10.75% SeniorSubordinated Notes due 2017 (the “*Securities*”). Acopy of the Exchange and Registration Rights Agreement has been filed as anexhibit to the Shelf Registration Statement and can be obtained from theCommission’s website at www.sec.gov. All capitalized terms not otherwisedefined herein shall have the meanings ascribed thereto in the Exchange andRegistration Rights Agreement.

 

Each beneficial owner of Registrable Securities (as defined below) isentitled to have the Registrable Securities beneficially owned by it includedin the Shelf Registration Statement. In order to have Registrable Securitiesincluded in the Shelf Registration Statement, this Notice of RegistrationStatement and Selling Securityholder Questionnaire (“*Notice andQuestionnaire*”) must be completed, executed and delivered to theIssuer’s counsel at the address set forth herein for receipt ON OR BEFORE[Deadline for Response]. Beneficial owners of Registrable Securities who do notproperly complete, execute and return this Notice and Questionnaire by suchdate (i) will not be named as selling securityholders in the ShelfRegistration Statement and (ii) may not use the Prospectus forming a partthereof for resales of Registrable Securities.

 

Certain legal consequences arise from being named as a sellingsecurityholder in the Shelf Registration Statement and related Prospectus. Accordingly,holders and beneficial owners of Registrable Securities are advised to consulttheir own securities law counsel regarding the consequences of being named ornot being named as a selling securityholder in the Shelf Registration Statementand related Prospectus.

 

The term “*Registrable Securities*” isdefined in the Exchange and Registration Rights Agreement.

 

A-2

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ELECTION

 

The undersigned holder (the “*Selling Securityholder*”)of Registrable Securities hereby elects to include in the Shelf RegistrationStatement the Registrable Securities beneficially owned by it and listed belowin Item (3). The undersigned, by signing and returning this Notice and Questionnaire,agrees to be bound with respect to such Registrable Securities by the terms andconditions of this Notice and Questionnaire and the Exchange and RegistrationRights Agreement, including, without limitation, Section 6 of the Exchangeand Registration Rights Agreement, as if the undersigned Selling Securityholderwere an original party thereto.

 

Pursuant to the Exchange and Registration Rights Agreement, theundersigned has agreed to indemnify and hold harmless the Issuer, its officerswho sign any Shelf Registration Statement, and each person, if any, whocontrols the Issuer within the meaning of either Section 15 of theSecurities Act or Section 20 of the Exchange Act of 1934, as amended (the “*Exchange Act*”), against certain loses arising out of anuntrue statement, or the alleged untrue statement, of a material fact in theShelf Registration Statement or the related prospectus or the omission, oralleged omission, to state a material fact required to be stated in such ShelfRegistration Statement or the related prospectus, but only to the extent suchuntrue statement or omission, or alleged untrue statement or omission, was madein reliance on and in conformity with the information provided in this Noticeand Questionnaire.

 

Upon any sale of Registrable Securities pursuant to the ShelfRegistration Statement, the Selling Securityholder will be required to deliverto the Issuer and Trustee the Notice of Transfer set forth in Appendix Ato the Prospectus and as Exhibit B to the Exchange and Registration RightsAgreement.

 

The Selling Securityholder hereby provides the following information tothe Issuer and represents and warrants that such information is accurate andcomplete:

 

A-3

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QUESTIONNAIRE

 

(1)           (a)           Full legal name ofSelling Securityholder:

 

 

(b)           Full legal name of registered Holder (if notthe same as in (a) above) of Registrable Securities listed in Item (3) below:

 

 

(c)           Full legal name of DTC Participant (ifapplicable and if not the same as (b) above) through which RegistrableSecurities listed in Item (3) below are held:

 

 

(2)           Address for noticesto Selling Securityholder:

 

 

 

Telephone:

Fax:

Contact Person:

E-mail for Contact Person:

 

(3)           BeneficialOwnership of Securities:

 

*Except asset forth below in this Item (3), the undersigned does not beneficiallyown any Securities.*

 

(a)           Principal amount of Registrable Securitiesbeneficially owned:

                CUSIPNo(s). of such Registrable Securities:

 

(b)           Principal amount of Securities other thanRegistrable Securities beneficially owned:

                

                

                CUSIPNo(s). of such other Securities:

 

(c)           Principal amount of Registrable Securitiesthat the undersigned wishes to be included in the Shelf Registration Statement:CUSIP No(s). of such Registrable Securities to be included in the ShelfRegistration Statement:

 

A-4

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(4)           BeneficialOwnership of Other Securities of the Issuer:

 

*Except asset forth below in this Item (4), the undersigned Selling Securityholderis not the beneficial or registered owner of any other securities of theIssuer, other than the Securities listed above in Item (3).*

 

State any exceptions here:

 

 

 

 

(5)           Individualswho exercise dispositive powers with respect to the Securities:

 

*If theSelling Securityholder is not an entity that is required to file reports withthe Commission pursuant to Section 13 or 15(d) of the Exchange Act (a“Reporting Company”), then the Selling Securityholder must disclose the name ofthe natural person(s) who exercise sole or shared dispositive powers withrespect to the Securities. Selling Securityholders should disclose the beneficialholders, not nominee holders or other such others of record. In addition, theCommission has provided guidance that Rule 13d-3 of the SecuritiesExchange Act of 1934 should be used by analogy when determining the person orpersons sharing voting and/or dispositive powers with respect to theSecurities.*

 

(a)           Is the holder a Reporting Company?

 

Yes o                                  No o

 

*If “No,”please answer Item (5)(b).*

 

(b)           List below the individual or individuals whoexercise dispositive powers with respect to the Securities:

                

                

                

                

 

***Please note that the names ofthe persons listed in (b) above will be included in the Shelf RegistrationStatement and related Prospectus.***

 

(6)           Relationshipswith the Issuer:

 

*Except asset forth below, neither the Selling Securityholder nor any of its affiliates,officers, directors or principal equity holders (5% or more) has held anyposition or office or has had any other material relationship with the Issuer(or its predecessors or affiliates) during the past three years.*

 

A-5

----

 

State any exceptions here:

 

 

 

 

(7)           Planof Distribution:

 

*Except asset forth below, the undersigned Selling Securityholder intends to distributethe Registrable Securities listed above in Item (3) only as follows (if atall):  Such Registrable Securities may besold from time to time directly by the undersigned Selling Securityholder. SuchRegistrable Securities may be sold in one or more transactions at fixed prices,at prevailing market prices at the time of sale, at varying prices determinedat the time of sale, or at negotiated prices. Such sales may be effected intransactions (which may involve crosses or block transactions) (i) on anynational securities exchange or quotation service on which the Registered Securitiesmay be listed or quoted at the time of sale, (ii) in the over-the-countermarket, (iii) in transactions otherwise than on such exchanges or servicesor in the over-the-counter market, or (iv) through the writing of options.In connection with sales of the Registrable Securities or otherwise, theSelling Securityholder may enter into hedging transactions with broker-dealers,which may in turn engage in short sales of the Registrable Securities in thecourse of hedging the positions they assume. The Selling Securityholder mayalso sell Registrable Securities short and deliver Registrable Securities toclose out such short positions, or loan or pledge Registrable Securities tobroker-dealers that in turn may sell such securities.*

 

State any exceptions here:

 

 

 

 

*Note:  In no event may such method(s) ofdistribution take the form of an underwritten offering of RegistrableSecurities without the prior written agreement of the Issuer.*

 

(8)           Broker-Dealers:

 

*TheCommission requires that all Selling Securityholders that are registeredbroker-dealers or affiliates of registered broker-dealers be so identified inthe Shelf Registration Statement. In addition, the Commission requires that allSelling Securityholders that are registered broker-dealers be named asunderwriters in the Shelf Registration Statement and related Prospectus, evenif*

 

A-6

----

 

*they didnot receive the Registrable Securities as compensation for underwriting activities.*

 

(a)           State whether the undersigned SellingSecurityholder is a registered broker-dealer:

 

Yes o                                  No o

 

(b)           If the answer to (a) is “Yes,” you mustanswer (i) and (ii) below, and (iii) below if applicable. ***Your answers to (i) and (ii) below, and (iii) belowif applicable, will be included in the Shelf Registration Statement and relatedProspectus.***

 

(i)            Were the Securities acquired ascompensation for underwriting activities?

 

Yes o                                  No o

 

If you answered “Yes,” pleaseprovide a brief description of the transaction(s) in which the Securities wereacquired as compensation:

 

 

 

 

(ii)           Were the Securities acquired for investmentpurposes?

 

Yes o                                  No o

 

(iii)          Ifyou answered “No” to both (i) and (ii), please explain the SellingSecurityholder’s reason for acquiring the Securities:

 

 

 

 

(c)           State whether the undersigned SellingSecurityholder is an affiliate of a registered broker-dealer and, if so, listthe name(s) of the broker-dealer affiliate(s):

 

Yes o                                  No o

 

 

 

 

A-7

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(d)           If you answered “Yes” to question (c) above:

 

(i)            Did the undersigned Selling Securityholderpurchase Registrable Securities in the ordinary course of business?

 

Yes o                                  No o

 

If the answer is “No” toquestion (d)(i), provide a brief explanation of the circumstances in which theSelling Securityholder acquired the Registrable Securities:

 

 

 

 

(ii)           At the time of the purchase of theRegistrable Securities, did the undersigned Selling Securityholder have anyagreements, understandings or arrangements, directly or indirectly, with anyperson to dispose of or distribute the Registrable Securities?

 

Yes o                                  No o

 

If the answer is “Yes” toquestion (d)(ii), provide a brief explanation of such agreements, understandingsor arrangements:

 

 

 

 

***If the answer is*“*No*”*to Item (8)(d)(i) or*“*Yes*”*to Item (8)(d)(ii), youwill be named as an underwriter in the Shelf Registration Statement and therelated Prospectus.***

 

(9)           Hedgingand short sales:

 

(a)           State whether the undersigned SellingSecurityholder has or will enter into “hedging transactions” with respect tothe Registrable Securities:

 

Yes o                                  No o

 

If “Yes,” provide below acomplete description of the hedging transactions into which the undersignedSelling Securityholder has entered or will enter and the purpose of suchhedging transactions, including the extent to which such hedging transactionsremain in place:

 

A-8

----

 

 

 

 

 

(b)           Set forth below is Interpretation A.65 ofthe Commission’s July 1997 Manual of Publicly Available Interpretationsregarding short selling:

 

*“An issuerfiled a Form S-3 registration statement for a secondary offering of commonstock which is not yet effective. One of the selling shareholders wanted to doa short sale of common stock “against the box” and cover the short sale withregistered shares after the effective date. The issuer was advised that theshort sale could not be made before the registration statement becomeseffective, because the shares underlying the short sale are deemed to be soldat the time such sale is made. There would, therefore, be a violation of Section 5if the shares were effectively sold prior to the effective date.”*

 

By returning this Notice andQuestionnaire, the undersigned Selling Securityholder will be deemed to beaware of the foregoing interpretation.

 

*              *              *              *              *

 

By signing below, the Selling Securityholder acknowledges that itunderstands its obligation to comply, and agrees that it will comply, with theprovisions of the Exchange Act, particularly Regulation M (or any successor rule orregulation).

 

The Selling Securityholder hereby acknowledges its obligations underthe Exchange and Registration Rights Agreement to indemnify and hold harmlessthe Issuer and certain other persons as set forth in the Exchange andRegistration Rights Agreement.

 

In the event that the Selling Securityholder transfers all or anyportion of the Registrable Securities listed in Item (3) above afterthe date on which such information is provided to the Issuer, the Selling Securityholderagrees to notify the transferee(s) at the time of the transfer of its rightsand obligations under this Notice and Questionnaire and the Exchange and RegistrationRights Agreement.

 

By signing below, the Selling Securityholder consents to the disclosureof the information contained herein in its answers to Items (1) through(9) above and the inclusion of such information in the Shelf RegistrationStatement and related Prospectus. The Selling Securityholder understands thatsuch information will be relied upon by the Issuer in connection with thepreparation of the Shelf Registration Statement and related Prospectus.

 

In accordance with the Selling Securityholder’s obligation under Section 3(d) ofthe Exchange and Registration Rights Agreement to provide such information asmay be required by law for 

 

A-9

----

 

inclusion in the Shelf Registration Statement, the SellingSecurityholder agrees to promptly notify the Issuer of any inaccuracies orchanges in the information provided herein which may occur subsequent to thedate hereof at any time while the Shelf Registration Statement remains ineffect and to provide such additional information that the Issuer mayreasonably request regarding such Selling Securityholder and the intendedmethod of distribution of Registrable Securities in order to comply with theSecurities Act. Except as otherwise provided in the Exchange and RegistrationRights Agreement, all notices hereunder and pursuant to the Exchange and RegistrationRights Agreement shall be made in writing, by hand-delivery, first-class mail,or air courier guaranteeing overnight delivery as follows:

 

(i)       Tothe Issuer:

 

 

 

 

 

 

(ii)       Witha copy to:

 

 

 

 

 

Once this Notice and Questionnaire is executed by the SellingSecurityholder and received by the Issuer’s counsel, the terms of this Noticeand Questionnaire, and the representations and warranties contained herein,shall be binding on, shall inure to the benefit of and shall be enforceable bythe respective successors, heirs, personal representatives, and assigns of theIssuer and the Selling Securityholder (with respect to the RegistrableSecurities beneficially owned by such Selling Securityholder and listed in Item(3) above. This Notice and Questionnaire shall be governed in all respectsby the laws of the State of New York.

 

A-10

----

 

IN WITNESS WHEREOF, the undersigned, by authority duly given, hascaused this Notice and Questionnaire to be executed and delivered either inperson or by its duly authorized agent.

 
| Dated: |                                               |   |   |
|--------|----------------------------------------------------|--------|--------|
|   |                                               |
|   |                                               |   |
|   | Selling Securityholder                             |
|   | (Print/type full legal name of beneficial owner of |
|   | Registrable Securities)                            |
|   |                                               |
|   |                                               |
|   | By:                                                |   |   |
|   |                                               | Name:  |
|   |                                               | Title: |
|        |                                                    |        |        |  |  |

 

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FORRECEIPT ON OR BEFORE [            ]TO THE ISSUER’S COUNSEL AT:

 

 

 

 

 

 

A-11

----

**Exhibit B**

 

NOTICE OFTRANSFER PURSUANT TO REGISTRATION STATEMENT

 

[Name of Trustee]

c/o [Name of Trustee]

[Address of Trustee]

 

Attention:  Trust Officer

 

Re:          VWR Funding, Inc.(formerly known as CDRV Investors, Inc.) (the “*Issuer*”) 10.75% Senior Subordinated Notes due2017

 

Dear Sirs:

 

Please be advised that                                        has transferred $                aggregate principal amount of the above-referenced Notes pursuant to aneffective Registration Statement on Form [      ](File No. 333-          )filed by the Issuer.

 

We hereby certify that the prospectus delivery requirements, if any, ofthe Securities Act of 1933, as amended, have been satisfied and that theabove-named beneficial owner of the Notes is named as a “Selling Holder” in theProspectus dated June 27, 2007 or in supplements thereto, and that theaggregate principal amount of the Notes transferred are the Notes listed insuch Prospectus opposite such owner’s name.

 
| Dated: |              |
|--------|-------------------|
|   |              |
|   | Very truly yours, |
|   |              |
|   |              |   |
|   | (Name)            |
|   |              |
|   |              |
|   | By:               |   |   |
|   |              | (Authorized Signature) |
|   |              |
|        |                   |  |  |

 

B-1

----