**Exhibit 4.6(b)**

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**Varietal Distribution Merger Sub, Inc.**

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**10.25% Senior Notes due 2015**

 

***Purchase Agreement***

 

June 26, 2007

 

Goldman, Sachs & Co., Banc of America Securities LLCJ.P. Morgan Securities Inc.Deutsche Bank Securities Inc.   As representatives of the several Purchasers   named in Schedule I hereto, c/o Goldman, Sachs & Co.****85 Broad Street,New York, New York  10004

 

Ladies and Gentlemen:

 

VarietalDistribution Merger Sub, Inc., a Delaware corporation (the “Varietal”),proposes, subject to the terms and conditions stated herein, to issue and sellto the Purchasers named in Schedule I hereto (the “Purchasers”) anaggregate of $675,000,000 principal amount of 10.25% Senior Notes due 2015(the “Securities”). The Securities will be issued by Varietal pursuantto an indenture, to be dated on or about June 29, 2007 (the “Indenture”),among Varietal, CDRV Investors, Inc., a Delaware corporation (the “Company”),the Guarantors (as defined herein) and Law Debenture Trust Company of New York,as trustee (the “Trustee”). In connection with the consummation of theTransactions (as defined herein), Varietal will merge with and into the Company(the “Merger”), after which the obligations of Varietal under thisAgreement, the Registration Rights Agreement (as defined herein) and theIndenture will become obligations of the Company. The representations,warranties and agreements of the Company and the Guarantors under thisAgreement shall not become effective until consummation of the Merger andexecution by the Company and the Guarantors of a joinder agreement to thisAgreement, the form of which is attached hereto as Exhibit A (the “JoinderAgreement”), at which time such representations, warranties and agreementsshall become effective as of the date hereof pursuant to the terms of theJoinder Agreement and each of the Company and the Guarantors shall, without anyfurther action by any person, become a party to this Agreement.

 

The Securitiesare being issued and sold in connection with the Merger, as a result of whichthe Company will become a wholly-owned subsidiary of a newly formed holdingcompany owned by certain investment funds associated with or designated byMadison Dearborn Partners L.L.C., together with certain other investors whohave agreed to co-invest with such investment funds and certain members of theCompany’s management pursuant to an agreement and plan of

 

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merger, datedas of May 2, 2007, as amended from time to time (the “Merger Agreement”).For the purposes of this Agreement, the term “Transactions” is used inthe same way as such term is used in the Pricing Disclosure Package and means,collectively, the Merger and the related transactions and financings describedin the Pricing Disclosure Package.

 

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

 

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

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## (a)                                  Apreliminary offering circular, dated June 15, 2007 (the “PreliminaryOffering Circular”), has been, and an offering circular, dated June 26,2007 (the “Offering Circular”), will be, prepared in connection with theoffering of the Securities. ThePreliminary Offering Circular, as amended and supplemented immediately prior tothe Applicable Time (as defined in Section 1(b)), is hereinafter referred to asthe “Pricing Circular”. Any reference to the Preliminary OfferingCircular, the Pricing Circular or the Offering Circular shall be deemed torefer to and include the Company’s mostrecent Annual Report on Form 10-K and all subsequent documents filed with theUnited States Securities and Exchange Commission (the “Commission”)pursuant to Section 13(a), 13(c) or 15(d) of the United States SecuritiesExchange Act of 1934, as amended (the “Exchange Act”) on or prior to thedate of such circular and any reference to the Preliminary Offering Circular orthe Offering Circular, as the case may be, as amended or supplemented, as ofany specified date, shall be deemed to include (i) any documents filed with theCommission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act afterthe date of the Preliminary Offering Circular or the Offering Circular, as thecase may be, and prior to such specified date; and (ii) any AdditionalIssuer Information (as defined in Section 5(f)) furnished by Varietal or theCompany prior to the completion of the distribution of the Securities; and all documents filed under the ExchangeAct and so deemed to be included in the Preliminary Offering Circular, thePricing Circular or the Offering Circular, as the case may be, or any amendmentor supplement thereto are hereinafter called the “Exchange Act Reports”.The Exchange Act Reports, when they were or are filed with the Commission,conformed or will conform in all material respects to the applicablerequirements of the Exchange Act and the applicable rules and regulations ofthe Commission thereunder; and no such documents were filed with the Commissionsince the Commission’s close of business on the business day immediately priorto the date of this Agreement and prior to the execution of this Agreement,except as set forth on Schedule II(a) hereof. The Preliminary OfferingCircular or the Offering Circular and any amendments or supplements thereto and the Exchange Act Reports did notand will not, as of their respective dates, contain an untrue

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## statement of a material fact or omit to statea material fact necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading; *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 Varietal or the Company by a Purchaser through Goldman, Sachs &Co. expressly for use therein;

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## (b)                                 Forthe purposes of this Agreement, the “Applicable Time” is 5:15 p.m.(Eastern time) on the date of this Agreement; the Pricing Circular assupplemented by the information set forth in Schedule III hereto, takentogether (collectively, the “Pricing Disclosure Package”) as of theApplicable Time, did not include any untrue statement of a material fact oromit to state any material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, notmisleading; and each Company Supplemental Disclosure Document (as defined inSection 6(a)(ii)) listed on Schedule II(b) hereto does not conflict withthe information contained in the Pricing Circular or the Offering Circular andeach such Company Supplemental Disclosure Document, as supplemented by andtaken together with the Pricing Disclosure Package as of the Applicable Time,did not include any untrue statement of a material fact or omit to state anymaterial fact necessary in order to make the statements therein, in the lightof the circumstances under which they were made, not misleading; *provided*, *however*,that this representation and warranty shall not apply to statements oromissions made in a Company Supplemental Disclosure Document in reliance uponand in conformity with information furnished in writing to Varietal or theCompany by a Purchaser through Goldman, Sachs & Co. expressly for usetherein;

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

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## (d)                                 TheCompany and its subsidiaries have good and marketable title in fee simple toall real property and good and marketable title to all personal property ownedby them, in each case free and clear of all liens, encumbrances and defectsexcept such as are described in the Pricing Circular or such as do notmaterially affect the

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## value of such property and do not interferewith the use made and proposed to be made of such property by the Company andits subsidiaries; and any real property and buildings held under lease by theCompany and its subsidiaries are held by them under valid, subsisting andenforceable leases with such exceptions as are not material and do notinterfere with the use made and proposed to be made of such property andbuildings by the Company and its subsidiaries;

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

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## (f)                                    Asof March 31, 2007, on a *pro forma* basisafter giving effect to the consummation of the Transactions, the Company has anauthorized capitalization as set forth under the heading “Capitalization” inthe Pricing Circular, and all of the issued shares of capital stock of theCompany have been duly and validly authorized and issued and are fully paid andnon-assessable; and all of the issued shares of capital stock of eachsubsidiary of the Company have been duly and validly authorized and issued, arefully paid and non-assessable and are owned directly or indirectly by theCompany, free and clear of all material liens, encumbrances, equities orclaims, except as set forth in the Pricing Circular;

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## (g)                                 TheSecurities have been duly authorized and, when issued and delivered pursuant tothis Agreement, will have been duly executed, authenticated, issued anddelivered and will constitute valid and legally binding obligations of Varietaland, at the Closing Date upon completion of the Merger, will constitute validand legally binding obligations of the Company, entitled to the benefitsprovided by the indenture****to be dated as of June29, 2007 (the “Indenture”)between Varietal, the Company, the Guarantors and the Trustee, under which theyare to be issued, which will be substantially in the form previously deliveredto you; the Indenture****has been duly authorized and, whenexecuted and delivered by Varietal, the Company, the Guarantors and the Trustee, the Indenture****willconstitute a valid and legally binding instrument, enforceable in accordancewith its terms, subject, as to enforcement, to bankruptcy, insolvency,reorganization and other laws of general applicability relating to or affectingcreditors’ rights and to general equity principles (the “EnforceabilityLimitations”); and the Securities and the Indenture (including the Guarantees)****willconform in all material respects to the descriptions thereof in the PricingDisclosure Package and the Offering Circular and will be in

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## substantially the form previously deliveredto you and the Guarantees have been duly authorized and at the Time of Delivery,upon consummation of the Merger and execution of the Indenture by theGuarantors, will constitute the legal, valid and binding obligations of each ofthe Guarantors, enforceable against each of the Guarantors in accordance withtheir terms and entitledto the benefits of the Indenture, subject to the Enforceability Limitations;

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

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

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## (j)                                     Noneof the transactions contemplated by this Agreement (including, withoutlimitation, the use of the proceeds from the sale of the Securities) willviolate or result in a violation of Section 7 of the Exchange Act, or anyregulation promulgated thereunder, including, without limitation, RegulationsT, U, and X of the Board of Governors of the Federal Reserve System;

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

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## (l)                                     Theissue and sale of the Securities and the compliance by Varietal, the Companyand each Guarantor with all of the provisions of the Securities, the issuanceof the Guarantees, the Joinder Agreement, the Indenture**,**the RegistrationRights Agreement, and this Agreement and the consummation of thetransactions herein and therein contemplated will not conflict with or resultin a breach or violation of any of the terms or provisions of, or constitute adefault under (i) any indenture, mortgage, deed of trust, loan agreementor other agreement or instrument to which Varietal, the Company or any of itssubsidiaries is a party or by which Varietal, the Company or any of itssubsidiaries is bound or to which any of the property or assets of Varietal,the Company or any of its subsidiaries is subject, (ii) the Certificate ofIncorporation or By-laws of Varietal, the Company or any of its subsidiaries or(iii) any statute or any order, rule or regulation of any court or

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## governmental agency or body havingjurisdiction over Varietal, the Company or any of its subsidiaries or any oftheir properties other than, with respect to clauses (i) and (iii), suchbreaches, violations or defaults that would not individually or in theaggregate have a Material Adverse Effect (as defined below); and no consent,approval, authorization, order, registration or qualification of or with anysuch court or governmental agency or body is required for the issue and sale ofthe Securities or the consummation by Varietal, the Company and each Guarantorof the transactions contemplated by this Agreement or, the Indenture or theRegistration Rights Agreement, except for the filing of a registration statement by the Company and eachGuarantor with the Commission pursuant to the United States Securities Act of1933, as amended (the “Act”) pursuant to the Registration RightsAgreement, and such consents, approvals, authorizations, registrationsor qualifications as may be required under state securities or Blue Sky laws inconnection with the purchase and distribution of the Securities  by the Purchasers;

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

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## (n)                                 Thestatements set forth in the Pricing Circular and the Offering Circular underthe caption “Description of Notes”,insofar as they purport to constitute a summary of the terms of the Securities, under the caption “Material United StatesFederal Tax Considerations” insofar as it purports to describe theprovisions of the laws referred to therein, and under the caption “Underwriting”,insofar as it purports to describe the provisions of the documents referred totherein, are accurate and complete in all material respects;

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

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

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

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## (r)                                    Noneof Varietal, the Company or any of its subsidiaries is, and after giving effectto the offering and sale of the Securities and the application of the proceedsthereof, will be an “investment company”, as such term is defined in the UnitedStates Investment Company Act of 1940, as amended (the “Investment CompanyAct”);

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

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## (t)                                    Withinthe preceding six months, except for the issuance of 10.125% seniorsubordinated notes due 2017 as described in the Offering Circular, neitherVarietal nor the Company nor any other person acting on behalf of eitherVarietal or the Company has offered or sold to any person any Securities, orany securities of the same or a similar class as the Securities, other thanSecurities offered or sold to the Purchasers hereunder. Each of Varietal andthe Company will take reasonable precautions designed to insure that any offeror sale, direct or indirect, in the United States or to any U.S. person (asdefined in Rule 902 under the Act) of any Securities or any substantiallysimilar security issued by Varietal or the Company, within six monthssubsequent to the date on which the distribution of the Securities has beencompleted (as notified to Varietal or the Company by Goldman, Sachs & Co.),is made under restrictions and other circumstances reasonably designed not toaffect the status of the offer and sale of the Securities in the United Statesand to U.S. persons contemplated by this Agreement as transactions exempt fromthe registration provisions of the Securities Act;

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

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## (v)                                 Sincethe date of the latest audited financial statements included or incorporated byreference in the Pricing Circular, there has been no change in the Company’sinternal control over financial reporting that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting;

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

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

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## (y)                                 TheCompany and its subsidiaries possess all licenses, permits, certificates,consents, orders, approvals and other authorizations from, and have made alldeclarations and filings with, all federal, state and other governmentalauthorities, presently required or necessary to own or lease, as the case maybe, and to operate their respective properties and to carry on their respectivebusinesses as set forth in the Pricing Disclosure Package (“Permits”),except where the failure to possess, make or obtain such Permits (bypossession, declaration or filing) would not, individually or in the aggregate,reasonably be expected to have a Material Adverse Effect;

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

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

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## (bb)                          Each ofthe Company and its subsidiaries carries insurance (including self-insurance,if any) in such amounts and covering such risks as in its reasonabledetermination is adequate for the conduct of its business and the value of its 

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## properties, except where the failure to carrysuch insurance would not reasonably be expected to have a Material AdverseEffect;

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

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## (dd)                          Assumingthat the representations and warranties of the Purchaser contained in Section 3and Annex I are true and correct and that the Purchaser complies with itsagreements contained in Section 3 and Annex I, it is not necessary inconnection with the offer, sale and delivery of the Notes to the Purchaser orthe reoffer and resale by the Purchaser in the manner contemplated by thisAgreement and the Pricing Disclosure Package to register the Notes under theAct or to qualify the Indenture in respect of the Notes under the United StatesTrust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

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

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

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

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

 

# 2.                                       Subjectto the terms and conditions herein set forth, Varietal agrees to issue and sellto each of the Purchasers, and each of the Purchasers agrees, severally and notjointly, to purchase from Varietal, at a purchase price of 97.75% of theprincipal amount thereof, the principal amount of Securities set forth oppositethe name of such Purchaser in Schedule I hereto.

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# 3.                                       Uponthe authorization by you of the release of the Securities, the severalPurchasers propose to offer the Securities for sale upon the terms andconditions set forth in this Agreement and the Offering Circular and eachPurchaser hereby represents and warrants to, and agrees with Varietal and, atthe Time of Delivery after the execution and delivery of the Joinder Agreement,the Company and each Guarantor that:

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## (a)                                  Itwill offer and sell the Securities only to (i) persons who it reasonably believes are “qualifiedinstitutional buyers” (“QIBs”) within the meaning of Rule 144A under theAct in transactions meeting the requirements of Rule 144A or, (ii) institutions which it reasonablybelieves are “accredited investors” (“Institutional Accredited Investors”)within the meaning of Rule 501 under the Act or, (iii) upon the terms andconditions set forth in Annex I to this Agreement;

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

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

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# 4.                                       (a)                                  The Securities to be purchased by eachPurchaser hereunder will be represented by one or more definitive globalSecurities in book-entry form which will be deposited by or on behalf of eachof Varietal and the Company with The Depository Trust Company (“DTC”) orits designated custodian. Varietal will deliver the Securities to Goldman,Sachs & Co., for the account of each Purchaser, against payment by or onbehalf of such Purchaser of the purchase price therefor by wire transfer in

 

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## Federal (same day) funds, bycausing DTC to credit the Securities to the account of Goldman, Sachs & Co.at DTC. Varietal will cause the certificates representing the Securities to bemade available to Goldman, Sachs & Co. for checking at least twenty-fourhours prior to the Time of Delivery (as defined below) at the office of CahillGordon & Reindel LLP (the “Closing Location”). Thetime and date of such delivery and payment shall be 9:30 a.m., New York Citytime, on June 29, 2007 or such other time and date as Goldman, Sachs &Co. and Varietal may agree upon in writing. Such time and date are hereincalled the “Time of Delivery”.

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(b)                                 Thedocuments to be delivered at the Time of Delivery by or on behalf of theparties hereto pursuant to Section 8 hereof, including the cross-receipt forthe Securities and any additional documents requested by the Purchaserspursuant to Section 8 hereof, will be delivered at such time and date at theClosing Location, and the Securities will be delivered at DTC or its designated custodian), allat the Time of Delivery. A meeting will be held at the Closing Location at 9:00a.m., New York City time, on the New York Business Day next preceding the Timeof Delivery, at which meeting the final drafts of the documents to be deliveredpursuant to the preceding sentence will be available for review by the partieshereto. For the purposes of this Section 4, “New York Business Day” shall meaneach Monday, Tuesday, Wednesday, Thursday and Friday which is not a day onwhich banking institutions in New York are generally authorized or obligated bylaw or executive order to close.

 

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

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

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

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## (c)                                  Tofurnish the Purchasers with written and electronic copies thereof in suchquantities as you may from time to time reasonably request, and if, at any timeprior to the expiration of nine months after the date of the Offering Circular,any event shall have occurred as a result of which the Offering Circular asthen amended or supplemented would include an untrue statement of a materialfact or omit to state any material fact necessary in order to make thestatements therein,

 

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## in the light of the circumstances under whichthey were made when such Offering Circular is delivered, not misleading, or, iffor any other reason it shall be necessary or desirable during such same periodto amend or supplement the Offering Circular, to notify you and upon yourrequest to prepare and furnish without charge to each Purchaser and to anydealer in securities as many written and electronic copies as you may from timeto time reasonably request of an amended Offering Circular or a supplement tothe Offering Circular which will correct such statement or omission or effectsuch compliance;

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

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

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

##  

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

##  

(h)                                 [reserved];

 

(i)                                     [reserved];

 

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

 

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

 

# 6.                                       (a)  (i) Each of Varietal and, upon execution and delivery of the JoinderAgreement, the Company and each Guarantor jointly and severally represents andagrees that, without the prior consent of Goldman, Sachs & Co., it has notmade and will not make any offer

 

12

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## relating to the Securities that, if theoffering of the Securities contemplated by this Agreement were conducted as apublic offering pursuant to a registration statement filed under the Act withthe Commission, would constitute an “issuer free writing prospectus,” asdefined in Rule 433 under the Act (any such offer is hereinafter referred to asa “Company Supplemental Disclosure Document”);

#  

(ii)          each Purchaserrepresents and agrees that, without the prior consent of the Company andGoldman, Sachs & Co., other than one or more term sheets relating to theSecurities containing customary information, it has not made and will not makeany offer relating to the Securities that, if the offering of the Securitiescontemplated by this Agreement were conducted as a public offering pursuant toa registration statement filed under the Act with the Commission, wouldconstitute a “free writing prospectus,” as defined in Rule 405 under the Act(any such offer (other than any such term sheets), is hereinafter referred toas a “Purchaser Supplemental Disclosure Document”); and

 

(iii)       any Company SupplementalDisclosure Document or Purchaser Supplemental Disclosure Document the use ofwhich has been consented to by Varietal, the Company, each Guarantor andGoldman, Sachs & Co. is listed on Schedule II(b) hereto.

 

# 7.                                       Varietalcovenants and agrees with the several Purchasers that Varietal will pay orcause to be paid the following:  (i) thefees, disbursements and expenses of each of Varietal’s counsel, the Company’scounsel and the Company’s accountants in connection with the issue of theSecurities and all other expenses in connection with the preparation, printing,reproduction and filing of the Preliminary Offering Circular and the OfferingCircular and any amendments and supplements thereto and the mailing anddelivering of copies thereof to the Purchasers and dealers; (ii) the cost ofprinting or producing any Agreement among Purchasers, this Agreement, theJoinder Agreement, the Indenture, theRegistration Rights Agreement, the Blue Sky Memorandum, closingdocuments (including any compilations thereof) and any other documents inconnection with the offering, purchase, sale and delivery of the Securities;(iii) all expenses in connection with the qualification of the Securities foroffering and sale under state securities laws as provided in Section 5(b)hereof, including the reasonable fees and disbursements of counsel for the Purchasersin connection with such qualification and in connection with the Blue Sky andlegal investment surveys (not to exceed $10,000 without the consent of theCompany); (iv) any fees charged by securities rating services for rating theSecurities; (v) the cost of preparing the Securities; (vi) the reasonable feesand expenses of the Trustee****and any agent of the Trustee****andthe fees and disbursements of counsel for the Trustee****in connectionwith the Indenture****and the Securities; (vii) any cost incurred in connection withthe designation of the Securities for trading in PORTAL; and (viii) allother costs and expenses incident to the performance of its obligationshereunder which are not otherwise specifically provided for in this Section. Itis understood, however, that, except as provided in this Section, and Sections9 and 12 hereof, the Purchasers will pay all of their own costs and expenses,including the fees of their counsel, transfer taxes on resale of any of theSecurities by them, any advertising expenses connected with any offers they maymake and one third of the expenses associated with any chartered aircraft.

 

13

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

#  

## (a)                                  CahillGordon & Reindel LLP, counsel for the Purchasers, shall have furnished toyou such opinion or opinions, dated the Time of Delivery, with respect to theissuance and sale of the Securities, the Indenture, the Registration RightsAgreement, the Pricing Disclosure Package, the Offering Circular (as amended orsupplemented at the Closing Date) as well as such other related matters as youmay reasonably request, and such counsel shall have received such papers andinformation as they may reasonably request to enable them to pass upon suchmatters;

##  

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

##  

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

##  

## (d)                                 (i) Neitherthe Company nor any of its subsidiaries shall have sustained since the date ofthe latest audited financial statements included in the Pricing Circular anyloss or interference with its business from fire, explosion, flood or othercalamity, whether or not covered by insurance, or from any labor dispute orcourt or governmental action, order or decree, otherwise than as set forth orcontemplated in the Pricing Circular, and (ii) since the respective dates as ofwhich information is given in the Pricing Circular there shall not have beenany change in the capital stock or long-term debt of the Company or any of itssubsidiaries or any change, or any development involving a prospective change,in or affecting the general affairs, management, financial position,stockholders’ equity or results of operations of the Company and its subsidiaries,otherwise than as set forth or contemplated in the Pricing Circular, the effectof which, in any such case described in clause (i) or (ii), is in your judgmentso material and adverse as to make it impracticable or inadvisable to proceedwith the offering or the delivery of the Securities on the terms and in themanner contemplated in this Agreement and in the Offering Circular;

##  

## (e)                                  Onor after the Applicable Time (i) no downgrading shall have occurred in therating accorded the Company’s debt securities by any “nationally recognizedstatistical rating organization”, as that term is defined by the Commission for

 

14

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## purposes of Rule 436(g)(2) under the Act, and(ii) no such organization shall have publicly announced that it has undersurveillance or review, with possible negative implications, its rating of anyof the Company’s debt securities;

##  

## (f)                                    Onor after the Applicable Time there shall not have occurred any of thefollowing:  (i) a suspension ormaterial limitation in trading in securities generally on the New York StockExchange; (ii) a general moratorium on commercial banking activitiesdeclared by either Federal or New York State authorities or a materialdisruption in commercial banking or securities settlement or clearance servicesin the United States; (iii) the outbreak or escalation of hostilitiesinvolving the United States or the declaration by the United States of anational emergency or war; or (iv) the occurrence of any other calamity orcrisis or any change in financial, political or economic conditions in theUnited States or elsewhere, if the effect of any such event specified in clause(iii) or (iv) in your judgment makes it impracticable or inadvisable to proceedwith the offering or the delivery of the Securities on the terms and in themanner contemplated in the Offering Circular;

##  

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

##  

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

##  

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

##  

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

##  

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

##  

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

##  

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

##  

## 15

## 

##  

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

##  

# 9.                                       (a)                                  Varietalagrees, and, upon due authorization, execution and delivery of the JoinderAgreement, the Company and each Guarantor will jointly and severally agreed, toindemnify and hold harmless each Purchaser against any losses, claims, damagesor liabilities, joint or several, to which such Purchaser may become subject,under the Act or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon anuntrue statement or alleged untrue statement of a material fact contained inany Preliminary Offering Circular, the Pricing Circular, the Offering Circular,or any amendment or supplement thereto, any Company Supplemental DisclosureDocument, or arise out of or are based upon the omission or alleged omission tostate therein a material fact necessary to make the statements therein notmisleading, and will reimburse each Purchaser for any legal or other expensesreasonably incurred by such Purchaser in connection with investigating ordefending any such action or claim as such expenses are incurred; *provided*, *however*,that Varietal, the Company and each Guarantor shall not be liable in any suchcase to the extent that any such loss, claim, damage or liability arises out ofor is based upon an untrue statement or alleged untrue statement or omission oralleged omission made in any Preliminary Offering Circular, the PricingCircular, the Offering Circular or any such amendment or supplement, or anyCompany Supplemental Disclosure Document, in reliance upon and in conformitywith written information furnished to Varietal, the Company or any Guarantor byany Purchaser through Goldman, Sachs & Co. expressly for use therein.

#  

(b)                                 EachPurchaser will indemnify and hold harmless, as of the date hereof, Varietal,and, upon the execution and delivery of the Joinder Agreement, the Company andeach Guarantor, against any losses, claims, damages or liabilities to whichVarietal, and, upon the execution and delivery of the Joinder Agreement, theCompany and each Guarantor, become subject, under the Act or otherwise, insofaras such losses, claims, damages or liabilities (or actions in respect thereof)arise out of or are based upon an untrue statement or alleged untrue statementof a material fact contained in any Preliminary Offering Circular, the PricingCircular, the Offering Circular, or any amendment or supplement thereto, or anyCompany Supplemental Disclosure Document, or arise out of or are based upon theomission or alleged omission to state therein a material fact or necessary tomake the statements therein not misleading, in each case to the extent, butonly to the extent, that such untrue statement or alleged untrue statement oromission or alleged omission was made in any Preliminary Offering Circular, thePricing Circular, the Offering Circular or any such amendment or supplement, orany Company Supplemental Disclosure Document in reliance upon and in conformitywith written information furnished to Varietal, the Company or any Guarantor bysuch Purchaser through Goldman, Sachs & Co. expressly for use therein; andwill reimburse the Company for any legal or other expenses reasonably incurredby

 

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Varietal, the Company or any Guarantor in connection with investigatingor defending any such action or claim as such expenses are incurred.

 

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

 

(d)                                 Ifthe indemnification provided for in this Section 9 is unavailable to orinsufficient to hold harmless an indemnified party under subsection (a) or (b)above in respect of any losses, claims, damages or liabilities (or actions inrespect thereof) referred to therein, then each indemnifying party shallcontribute to the amount paid or payable by such indemnified party as a resultof such losses, claims, damages or liabilities (or actions in respect thereof)in such proportion as is appropriate to reflect the relative benefits receivedby Varietal, the Company and any Guarantor on the one hand and the Purchaserson the other from the offering of the Securities. If, however, the allocationprovided by the immediately preceding sentence is not permitted by applicablelaw or if the indemnified party failed to give the notice required undersubsection (c) above, then each indemnifying party shall contribute to suchamount paid or payable by such indemnified party in such proportion as isappropriate to reflect not only such relative benefits but also the relativefault of Varietal, the Company and any Guarantor on the one hand and thePurchasers on the other in connection with the

 

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statements or omissions which resulted in such losses, claims, damagesor liabilities (or actions in respect thereof), as well as any other relevantequitable considerations. The relative benefits received by Varietal, the Companyand any Guarantor on the one hand and the Purchasers on the other shall bedeemed to be in the same proportion as the total net proceeds from the offering(before deducting expenses) received by Varietal, the Company and any Guarantorbear to the total underwriting discounts and commissions received by thePurchasers, in each case as set forth in the Offering Circular. The relativefault shall be determined by reference to, among other things, whether theuntrue or alleged untrue statement of a material fact or the omission or allegedomission to state a material fact relates to information supplied by Varietal,the Company or any Guarantor on the one hand or the Purchasers on the other andthe parties’ relative intent, knowledge, access to information and opportunityto correct or prevent such statement or omission. Varietal, and, upon theexecution and delivery of the Joinder Agreement, the Company and eachGuarantor, and the Purchasers agree that it would not be just and equitable ifcontribution pursuant to this subsection (d) were determined by pro rataallocation (even if the Purchasers were treated as one entity for such purpose)or by any other method of allocation which does not take account of theequitable considerations referred to above in this subsection (d). The amount paidor payable by an indemnified party as a result of the losses, claims, damagesor liabilities (or actions in respect thereof) referred to above in thissubsection (d) shall be deemed to include any legal or other expensesreasonably incurred by such indemnified party in connection with investigatingor defending any such action or claim. Notwithstanding the provisions of thissubsection (d), no Purchaser shall be required to contribute any amount inexcess of the amount by which the total price at which the Securitiesunderwritten by it and distributed to investors were offered to investorsexceeds the amount of any damages which such Purchaser has otherwise beenrequired to pay by reason of such untrue or alleged untrue statement oromission or alleged omission. The Purchasers’ obligations in this subsection(d) to contribute are several in proportion to their respective underwritingobligations and not joint.

 

(e)                                  Theobligations of Varietal, and, upon the execution and delivery of the JoinderAgreement, the Company and each Guarantor, under this Section 9 shall be inaddition to any liability which the Company may otherwise have and shallextend, upon the same terms and conditions, to any affiliate of each Purchaserand each person, if any, who controls any Purchaser within the meaning of theAct; and the obligations of the Purchasers under this Section 9 shall be in additionto any liability which the respective Purchasers may otherwise have and shallextend, upon the same terms and conditions, to each officer and director ofVarietal, and, upon the execution and delivery of the Joinder Agreement, theCompany and each Guarantor, and to each person, if any, who controls Varietal,and, upon the execution and delivery of the Joinder Agreement, the Company andeach Guarantor, within the meaning of the Act.

 

18

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

#  

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

 

(c)                                  If,after giving effect to any arrangements for the purchase of the Securities of adefaulting Purchaser or Purchasers by you and Varietal as provided insubsection (a) above, the aggregate principal amount of Securities whichremains unpurchased exceeds one-eleventh of the aggregate principal amount ofall the Securities, or if Varietal shall not exercise the right described insubsection (b) above to require non-defaulting Purchasers to purchase Securitiesof a defaulting Purchaser or Purchasers, then this Agreement shall thereuponterminate, without liability on the part of any non-defaulting Purchaser orVarietal, except for the expenses to be borne by Varietal and the Purchasers asprovided in Section 6 hereof and the indemnity and contribution agreements inSection 9 hereof; but nothing herein shall relieve a defaulting Purchaser fromliability for its default.

 

# 11.                                 Therespective indemnities, agreements, representations, warranties and otherstatements of Varietal, and, upon the execution and delivery of the JoinderAgreement, the Company

 

19

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# and each Guarantor, and the severalPurchasers, as set forth in this Agreement or made by or on behalf of them,respectively, pursuant to this Agreement, shall remain in full force andeffect, regardless of any investigation (or any statement as to the resultsthereof) made by or on behalf of any Purchaser or any controlling person of anyPurchaser, or Varietal, or, upon the execution and delivery of the JoinderAgreement, the Company or any Guarantor, or any officer or director orcontrolling person of Varietal, and, upon the execution and delivery of theJoinder Agreement, the Company and each Guarantor, and shall survive deliveryof and payment for the Securities.

#  

# 12.                                 Ifthis Agreement shall be terminated pursuant to Section 10 hereof, Varietalshall not then be under any liability to any Purchaser except as provided inSections 7 and 9 hereof; but, if for any other reason, the Securities are notdelivered by or on behalf of the Varietal and Company as provided herein,Varietal and the Company will reimburse the Purchasers through you for allexpenses approved in writing by you, including reasonable fees anddisbursements of counsel, reasonably incurred by the Purchasers in makingpreparations for the purchase, sale and delivery of the Securities, butVarietal and the Company shall then be under no further liability to anyPurchaser except as provided in Sections 7 and 9 hereof.

#  

# 13.                                 Inall dealings hereunder, you shall act on behalf of each of the Purchasers, andthe parties hereto shall be entitled to act and rely upon any statement,request, notice or agreement on behalf of any Purchaser made or given by you jointly or by Goldman, Sachs & Co. onbehalf of you as the representatives.

#  

Allstatements, requests, notices and agreements hereunder shall be in writing, andif to the Purchasers shall be delivered or sent by mail (including electronicmail), telex or facsimile transmission to you as the representatives in care of Goldman, Sachs & Co.,One New York Plaza, 42nd Floor, New York, New York 10004,Attention:  Registration Department; andif to Varietal, the Company or any Guarantor shall be delivered or sent by mail(including electronic mail), telex or facsimile transmission to the address ofthe Company set forth in the Offering Circular, Attention:  General Counsel; *provided*, *however*,that any notice to a Purchaser pursuant to Section 9(c) hereof shall bedelivered or sent by mail, telex or facsimile transmission to such Purchaser atits address set forth in its Purchasers’ Questionnaire, or telex constitutingsuch Questionnaire, which address will be supplied to the Company by you uponrequest. Any such statements, requests, notices or agreements shall take effectupon receipt thereof.

 

# 14.                                 ThisAgreement shall be binding upon, and inure solely to the benefit of, thePurchasers, Varietal and, upon the execution and delivery of the JoinderAgreement, the Company and each Guarantor, and, to the extent provided inSections 9 and 11 hereof, the officers and directors of Varietal, , upon theexecution and delivery of the Joinder Agreement, the Company and each Guarantor,and each person who controls Varietal, or, upon the execution and delivery ofthe Joinder Agreement, the Company or any Guarantor, or any Purchaser, andtheir respective heirs, executors, administrators, successors and assigns, andno other person shall acquire or have any right under or by virtue of thisAgreement. No purchaser of any of the Securities from any Purchaser shall bedeemed a successor or assign by reason merely of such purchase.

 

20

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#  

# 15.                                 Timeshall be of the essence of this Agreement.

#  

# 16.                                 Varietal,and, upon the execution and delivery of the Joinder Agreement, the Company andeach Guarantor, acknowledges and agrees that (i) the purchase and sale of theSecurities pursuant to this Agreement is an arm’s-length commercial transactionbetween Varietal, and, upon the execution and delivery of the JoinderAgreement, the Company and each Guarantor, on the one hand, and the severalPurchasers, on the other, (ii) in connection therewith and with the processleading to such transaction each Purchaser is acting solely as a principal andnot the agent or fiduciary of Varietal, and, upon the execution and delivery ofthe Joinder Agreement, the Company and each Guarantor, (iii) no Purchaser hasassumed an advisory or fiduciary responsibility in favor of Varietal, or, uponthe execution and delivery of the Joinder Agreement, the Company and eachGuarantor, with respect to the offering contemplated hereby or the processleading thereto (irrespective of whether such Purchaser has advised or iscurrently advising Varietal, the Company or any Guarantor on other matters) orany other obligation to the Company except the obligations expressly set forthin this Agreement and (iv) each of Varietal, the Company and each Guarantor hasconsulted its own legal and financial advisors to the extent it deemedappropriate. Each of Varietal, the Company and each Guarantor agrees that itwill not claim that the Purchaser, or any of them, has rendered advisoryservices of any nature or respect, or owes a fiduciary or similar duty toVarietal, the Company or any Guarantor, in connection with such transaction orthe process leading thereto.

#  

# 17.                                 ThisAgreement supersedes all prior agreements and understandings (whether writtenor oral) between Varietal, the Company, any Guarantor and the Purchasers, orany of them, with respect to the subject matter hereof.

#  

# **18.****                               ThisAgreement shall be governed by and construed in accordance with the laws of theState of New York.**

#  

# 19.                                 Varietaland, upon the execution and delivery of the Joinder Agreement, the Company andeach Guarantor, and each of the Purchasers hereby irrevocably waives, to thefullest extent permitted by applicable law, any and all right to trial by juryin any legal proceeding arising out of or relating to this Agreement or thetransactions contemplated hereby.

#  

# 20.                                 ThisAgreement may be executed by any one or more of the parties hereto in anynumber of counterparts, each of which shall be deemed to be an original, butall such respective counterparts shall together constitute one and the sameinstrument.

#  

# 21.                                 Notwithstanding anything herein to thecontrary, each of Varietal and, upon the execution and delivery of theJoinder Agreement, the Company and each Guarantor, (and Varietal’s and, upon the execution and delivery of theJoinder Agreement, the Company’s and each Guarantor’s, employees, representatives, and other agents) are authorized todisclose to any and all persons, the tax treatment and tax structure of thepotential transaction and all materials of any kind (including tax opinions andother tax analyses) provided to Varietal,

 

21

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# the Company or any Guarantorrelating to that treatment and structure, without the Purchasers’ imposing anylimitation of any kind. However, any information relating to the tax treatmentand tax structure shall remain confidential (and the foregoing sentence shallnot apply) to the extent necessary to enable any person to comply withsecurities laws. For this purpose, “tax treatment” means US federal and stateincome tax treatment, and “tax structure” is limited to any facts that may berelevant to that treatment.

#  

If theforegoing is in accordance with your understanding, please sign and return tous one for Varietal and each of therepresentatives plus one for each counsel counterparts hereof, and uponthe acceptance hereof by you, on behalf of each of the Purchasers, this letterand such acceptance hereof shall constitute a binding agreement between each ofthe Purchasers and Varietal. It is understood that your acceptance of thisletter on behalf of each of the Purchasers is pursuant to the authority setforth in a form of Agreement among Purchasers, the form of which shall besubmitted to Varietal for examination upon request, but without warranty onyour part as to the authority of the signers thereof.

 
|   | Very truly yours,                       |
|--------|-----------------------------------------|
|   |                                    |
|   | Varietal  Distribution Merger Sub, Inc. |
|   |                                    |
|   |                                    |
|   | By:                                     |   |
|   |                                    | Title:  Name: |

 

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| Accepted  as of the date hereof: |
|----------------------------------|
|                             |
| GOLDMAN, SACHS & CO.         |
| BANC OF AMERICA SECURITIES LLC   |
| J.P. MORGAN SECURITIES INC.      |
| DEUTSCHE BANK SECURITIES INC.    |
|                             |
| By:                              | Goldman, Sachs & Co. |
|                             | For itself, the other Representatives  and the other several Initial Purchasers  named in Schedule I to the  foregoing Agreement. |
|                             |
|                             |
|                             |   |
| (Goldman, Sachs & Co.)       |   |
|                                  |  |  |

 

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**SCHEDULE I**

** **
| **Purchaser**                  | ** ** | **Principal  Amount of  Securities  to be  Purchased** | ** **  |
|--------------------------------|------------|--------------------------------------------------------|-------------|
| Goldman, Sachs & Co.       |       | $                                                      | 202,500,000 |   |
| Banc of America Securities LLC |       | 202,500,000                                            |        |
| J.P. Morgan Securities Inc.    |       | 202,500,000                                            |        |
| Deutsche Bank Securities Inc.  |       | 67,500,000                                             |        |
| Total                          |       | $                                                      | 675,000,000 |   |

 

2

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**SCHEDULE II**

 

(a)                                  AdditionalDocuments Incorporated by Reference:

 

1.                                       None

 

(b)                                 ApprovedSupplemental Disclosure Documents:

 

1.                                       ElectronicRoad Show Presentation

2.                                       CompanySupplemental Disclosure Document reflecting covenant changes, dated June 26,2007

 

----

 

**SCHEDULE III**

 

Pricing Supplement, dated June 26, 2007

 

[To beProvided Separately]

 

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ANNEX I

 

(1)                                  The Securities have not been and will not beregistered under the Act and may not be offered or sold within the UnitedStates or to, or for the account or benefit of, U.S. persons except inaccordance with Regulation S under the Act or pursuant to an exemption from theregistration requirements of the Act. Each Purchaser represents that it hasoffered and sold the Securities, and will offer and sell the Securities (i) aspart of their distribution at any time and (ii) otherwise until 40 days afterthe later of the commencement of the offering and the Time of Delivery, only inaccordance with Rule 903 of Regulation S or, Rule 144A or pursuant to Paragraph2 of this Annex I under the Act. Accordingly, each Purchaser agrees thatneither it, its affiliates nor any persons acting on its or their behalf hasengaged or will engage in any directed selling efforts with respect to theSecurities, and it and they have complied and will comply with the offeringrestrictions requirement of Regulation S. Each Purchaser agrees that, at orprior to confirmation of sale of Securities (other than a sale pursuant to Rule144A) or pursuant to Paragraph 2 of this Annex I, it will have sent to eachdistributor, dealer or person receiving a selling concession, fee or other remunerationthat purchases Securities from it during the restricted period a confirmationor notice to substantially the following effect:

 

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

 

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

 

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

 

(2)                                  Notwithstanding the foregoing, Securities inregistered form may be offered, sold and delivered by the Purchasers in theUnited States and to U.S. persons pursuant to Section 3 of this Agreementwithout delivery of the written statement required by paragraph (1) above.

 

(3)                                  Each Purchaser agrees that it will not offer,sell or deliver any of the Securities in any jurisdiction outside the UnitedStates except under circumstances that will result in compliance with theapplicable laws thereof, and that it will take at its own expense whateveraction is required to permit its purchase and resale of the Securities in suchjurisdictions. Each Purchaser understands that no action has been taken topermit a public offering in any jurisdiction outside the United States whereaction would be

 

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required for such purpose. Each Purchaseragrees not to cause any advertisement of the Securities to be published in anynewspaper or periodical or posted in any public place and not to issue anycircular relating to the Securities, except in any such case with Goldman,Sachs & Co.’s express written consent and then only at its own risk andexpense.

 

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**ANNEX II-A**

 

Form of Kirkland & Ellis LLP Opinion

 

[To come.]

 

**ANNEX II-B**

 

Form of Opinion of Mr. Thomas D. Salus

 

[To come.]

 

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** **

**ANNEX III**

 

Pursuant toSection 8(d) of the Purchase Agreement, the accountants shall furnish lettersto the Purchasers to the effect that:

 

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

 

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

 

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

 

(iv)                              Onthe basis of limited procedures not constituting an audit in accordance withgenerally accepted auditing standards, consisting of a reading of the unauditedfinancial statements and other information referred to below, a reading of thelatest available interim financial statements of the Company and its subsidiaries,inspection of the minute books of the Company and its subsidiaries since thedate of the latest audited financial statements included in the Offering Circular,inquiries of officials of the Company and its subsidiaries responsible forfinancial and accounting matters and such other inquiries and procedures as maybe specified in such letter, nothing came to their attention that caused themto believe that:

 

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

 

(B)                                anyother unaudited income statement data and balance sheet items included in theOffering Circular do not agree with the corresponding items in the unauditedconsolidated financial statements from which such data and items were derived,and any such unaudited data and items were not determined on a basissubstantially consistent with the basis for the corresponding amounts in theaudited consolidated financial statements included in the Offering Circular;

 

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

 

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

 

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

 

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

 

(v)                                 Inaddition to the examination referred to in their report(s) included in theOffering Circular and the limited procedures, inspection of minute books,inquiries and other procedures referred to in paragraphs (iii) and (iv) above,they have carried out certain specified procedures, not constituting an auditin accordance with generally accepted auditing standards, with respect tocertain amounts, percentages and financial information specified by theRepresentatives, which are derived from the general accounting records of theCompany and its subsidiaries, which appear in the Offering Circular, and havecompared certain of such amounts, percentages and financial information withthe accounting records of the Company and its subsidiaries and have found themto be in agreement.

 

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**Exhibit A**

 

Form of Joinder Agreement

 

WHEREAS, VarietalDistribution Merger Sub, Inc., a Delaware corporation (“Varietal”), andthe Purchasers named therein (the “Purchasers”) heretofore executed anddelivered a Purchase Agreement, dated 26, 2007 (the “Purchase Agreement”),providing for the issuance and sale of the Securities (capitalized terms usedherein and not otherwise defined herein shall have the respective meanings ascribedto such terms in the Purchase Agreement); and

 

WHEREAS, as a condition tothe consummation of the offering of the Securities, each of the Company andGuarantors, none of which was originally a party thereto, has agreed to join inthe Purchase Agreement on the Closing Date upon consummation of the Merger.

 

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

 

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

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

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

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# 4.                                       Amendments.No amendment or waiver of any provision of this Joinder Agreement, nor anyconsent or approval to any departure therefrom, shall in any event be effectiveunless the same shall be in writing and signed by the parties thereto.

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# 5.                                       ApplicableLaw. This Agreement shall be governed by and construed in accordance withthe laws of the State of New York.

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

 

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IN WITNESSWHEREOF, the undersigned has executed this agreement this 29th day ofJune, 2007.

 
|   | CDRV INVESTORS, INC. |
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|   | By:                  |   |
|   |                 | Name: |
|   |                 | Title: |
|   |                 |
|   | [GUARANTORS]         |
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|   |                 |
|   | By:                  |   |
|   |                 | Name: |
|   |                 | Title: |

 

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