**Exhibit 10.2**

 

EXECUTION COPY

 

**MANAGEMENTSERVICES AGREEMENT**

** **

**THIS MANAGEMENT SERVICES AGREEMENT**(this “Agreement”), effective as of June 29, 2007, is made by andbetween VWR Funding, Inc., a Delaware corporation (the “Company”), andMadison Dearborn Partners V-B, L.P., a Delaware limited partnership (the “Advisor”).

 

WHEREAS, on the terms and subject to the conditionscontained in this Agreement, the Company desires to obtain certain managementand consulting services from the Advisor and the Advisor desires to performsuch services for the Company.

 

NOW, THEREFORE, in consideration of the premises andthe respective mutual agreements, covenants, representations and warrantiescontained in this Agreement, the receipt and sufficiency of which are herebyacknowledged, the parties agree as follows:

 

# 1.             Appointmentof Advisor.  The Company appoints theAdvisor and the Advisor accepts appointment on the terms and conditionsprovided in this Agreement as an advisor to the Company and its subsidiariesand its direct and indirect parent companies (collectively, the “VWR Group”),including any other corporations or other entities hereafter formed or acquiredby any member of the VWR Group to engage in any business. The parties expresslyacknowledge that the Advisor is an affiliate of Madison Dearborn CapitalPartners V-A, L.P., a Delaware limited partnership (“MDCP V-A”), MadisonDearborn Capital Partners V-C, L.P., a Delaware limited partnership (“MDCPV-C”), and Madison Dearborn Capital Partners V Executive-A, L.P., aDelaware limited partnership (“MDCP Executive” and, together with MDCPV-A and MDCP V-C, the “Sponsors”), and that the Sponsors areequityholders in the Company’s ultimate parent company, Varietal DistributionHoldings, LLC, a Delaware limited liability company (“Holdings”). Additionally,the parties expressly acknowledge that principals of the Sponsors currentlyserve as members of the Board of Directors of the Company (the “Board”)and/or members of the board of directors (or board of managers, as applicable)of the other companies in the VWR Group. It is understood that the Advisor’srights and obligations hereunder shall be independent of the relationshipbetween the Company and the Sponsors and the respective boards of directors (ormanagers, as applicable) of the Company and the other members of the VWR Group,and that, in performing its services hereunder, the Advisor is not acting inthe capacity of an equityholder of Holdings or any of its subsidiaries or amember of the board of directors (or managers, as applicable) of the Company orany other member of the VWR Group.

#  

# 2.             Boardof Directors Supervision.  Theactivities of the Advisor to be performed under this Agreement shall be subjectto the supervision of the Board and subject to reasonable policies notinconsistent with the terms of this Agreement adopted by the Board and ineffect from time to time. Where not required by applicable law or regulation,the Advisor shall not require the prior approval of the Board to perform itsduties under this Agreement. Notwithstanding the foregoing, the Advisor shallnot have the authority to bind the Company or any other member of the VWRGroup, and nothing contained herein shall be construed to create an agencyrelationship between the Company or any other member of the VWR Group and theAdvisor.

 

----

 

# 3.             Servicesof Advisor.  Subject to anylimitations imposed by applicable law or regulation, the Advisor shall renderor cause to be rendered management, consulting and financial services to theCompany and the other members of the VWR Group as requested from time to timeby the Board and agreed to by the Advisor, which services may include adviceand assistance concerning any and all aspects of the operations, planning andfinancing of the Company and the other members of the VWR Group and conductingrelations on behalf of the Company or the other members of the VWR Group withaccountants, attorneys, financial advisors and other professionals. The Advisorshall provide and devote to the performance of this Agreement such employees,affiliates and agents of the Advisor as the Advisor shall deem appropriate tothe furnishing of the services hereunder. In addition, the Advisor shall, asrequested by the Board and agreed to by the Advisor, render advice andexpertise in connection with any acquisitions or dispositions undertaken by theCompany or the other members of the VWR Group.

#  

# 4.             Reimbursementof Expenses; Independent Contractor.  All obligations or expenses incurred by theAdvisor in the performance of its duties under this Agreement shall be for theaccount of, on behalf of, and at the expense of the Company, and all suchexpenses shall be promptly reimbursed by the Company. The Advisor shall not beobligated to make any advance to or for the account of the Company or any othermember of the VWR Group or to pay any sums, except out of funds held inaccounts maintained by the Company or any other member of the VWR Group, norshall the Advisor be obligated to incur any liability or obligation for theaccount of the Company or any other member of the VWR Group. The Company shallreimburse the Advisor by wire transfer of immediately available funds for anyamount paid by the Advisor, which shall be in addition to any other amountpayable to the Advisor under this Agreement. The Advisor shall be anindependent contractor, and nothing in this Agreement shall be deemed orconstrued to (i) create a partnership or joint venture between the Companyor any other member of the VWR Group and the Advisor, (ii) cause theAdvisor to be responsible in any way for the debts, liabilities or obligationsof the Company or any other party, or (iii) cause the Advisor or any ofits employees to be officers, employees or agents of the Company or any othermember of the VWR Group.

#  

# 5.             OtherActivities of Advisor; Investment Opportunities.  The Company acknowledges and agrees thatneither the Advisor nor any of the Advisor’s employees, officers, directors,affiliates or associates (collectively, the “Advisor Group”) shall berequired to devote full time and business efforts to the duties of the Advisorspecified in this Agreement, but instead shall devote only so much of such timeand efforts as the Advisor reasonably deems necessary. The Company furtheracknowledges and agrees that members of the Advisor Group are engaged in thebusiness of investing in, acquiring and/or managing businesses for their ownaccount, for the account of their affiliates and associates and for the accountof other unaffiliated parties, and understands that the Advisor plans tocontinue to be engaged in such business (and other business or investmentactivities) during the term of this Agreement. The Advisor makes norepresentations or warranties, express or implied, in respect of the servicesto be provided by the Advisor Group. Except as the Advisor may otherwise agreein writing after the date hereof: (a) each member of the Advisor Group shallhave the right to, and shall have no duty (contractual or otherwise) not to,directly or indirectly (i) engage in the same or similar business activities orlines of business as the members of the VWR Group or (ii) do business with anyclient or customer of the members of the VWR Group; (b) no member of theAdvisor Group shall be

 

2

----

 

# liable to any member of the VWR Group for breach ofany duty (contractual or otherwise) by reason of any such activities or of suchmember’s participation therein; and (c) in the event that any member of theAdvisor Group acquires knowledge of a potential transaction or matter that maybe a corporate opportunity for any member of the VWR Group, on the one hand,and such member of the Advisor Group, on the other hand, or any other person orentity, no member of the Advisor Group shall have any duty (contractual orotherwise) to communicate or present such corporate opportunity to the Companyor any other member of the VWR Group, and, notwithstanding any provision ofthis Agreement to the contrary, no member of the Advisor Group shall be liableto any member of the VWR Group for breach of any duty (contractual orotherwise) by reason of the fact that any member of the Advisor Group directlyor indirectly pursues or acquires such opportunity for itself, directs suchopportunity to another person or entity, or does not present such opportunityto any member of the VWR Group. In no event will any member of the AdvisorGroup be liable to any member of the VWR Group for any indirect, special,incidental or consequential damages, including lost profits or savings, whetheror not such damages are foreseeable, or in respect of any liabilities relatingto any third party claims (whether based in contract, tort or otherwise) otherthan for claims relating to the services which may be provided by the Advisorhereunder (subject to Section 8 hereof).

#  

# 6.             Compensationof Advisor.

#  

## (a)           Inconsideration of the management, consulting and financial services to berendered, the Company will pay to the Advisor in cash an annual base managementand consulting fee equal to $2 million (the “Consulting Fee”), payablein advance in equal quarterly installments on the 1st day of eachcalendar quarter in each year. The first quarterly installment is due andpayable on July 2, 2007. The payment by the Company of the Consulting Feehereunder is subject to the applicable restrictions contained in the Company’sand its subsidiaries’ debt financing agreements. If any such restrictionsprohibit the payment of any installment of the Consulting Fee, such ConsultingFee installment shall accrue and the Company shall make such installmentpayment as soon as it is permitted to do so under such restrictions, plus payinterest thereon from the due date of such installment before giving effect tosuch restriction to the date of payment at an interest rate of 10% per annum. Ifthe Company or other members of the VWR Group acquire or enter into anyadditional business operations after the date of this Agreement (each, an “AdditionalBusiness”), the Board (in accordance with Section 6.6 of Holdings’Limited Liability Company Agreement)  andthe Advisor will, prior to the acquisition or prior to entering into thebusiness operations, in good faith, determine whether and to what extent theConsulting Fee should be increased as a result thereof. Any increase will beevidenced by a written supplement to this Agreement signed by the Company andthe Advisor.

##  

## (b)           Additionally,affiliates of the Sponsors have entered into that certain Agreement and Plan ofMerger (as amended, the “Merger Agreement”), dated as of May 2, 2007, byand among Holdings, Varietal Distribution Merger Sub, Inc., a Delawarecorporation and subsidiary of Holdings (“Merger Sub”), and the Company,pursuant to which, on the date hereof, Merger Sub has or will merge with andinto the Company with the Company continuing as the surviving corporation (the “MergerTransaction”). For services performed by Advisor in connection with thearrangement of the debt financing with respect to the Merger Transaction andrelated transactions, the Company hereby agrees to pay, effective upon theclosing of the Merger Transaction, to Advisor, a transaction fee in cash in theamount of $35.625 million.

 

3

----

 

## (c)           Atthe time of any equity financing for Holdings, the Company or any of theirrespective subsidiaries prior to a Public Offering (as defined in Holdings’Limited Liability Company Agreement) that occurs after the date hereof and thatis provided by the Sponsors or their affiliates, the Company shall pay to theAdvisor in cash a placement fee equal to two and one-half percent (2.5%) of thegross amount of such equity financing provided by the Sponsors or theiraffiliates.

##  

## (d)           Anypayment pursuant to this Section 6 shall be made in cash by wiretransfer(s) of immediately available funds to or among one or more accounts asdesignated from time to time by the Advisor to the Company in writing. If anyindividual payment to the Advisor pursuant to this Section 6 would beless than $10,000, then such payment shall be held by the Company until thefirst to occur of (i) such time as the aggregate of such payments equals orexceeds $10,000, and (ii) the effective date of the termination of thisAgreement, at which time such held amount shall be paid in full.

##  

# 7.             Term. This Agreement shall commence effectiveas of the date hereof and shall remain in effect until the date on which noneof the Sponsors nor any of their respective affiliates hold directly orindirectly any equity securities of Holdings or its successors. In addition,the Advisor may terminate this Agreement at any time upon written notice to theCompany, such termination to be effective upon the Company’s receipt of suchwritten notice. No termination of this Agreement, whether pursuant to this Section7 or otherwise, shall affect the Company’s obligations with respect to thefees, costs and expenses incurred by the Advisor in rendering serviceshereunder and not reimbursed by the Company as of the effective date of suchtermination.

#  

# 8.             Liability. No member of the Advisor Group(including any person or entity acting for or on behalf of the Advisor) shallbe liable for any mistakes of fact, errors of judgment, or losses sustained bythe Company or any other members of the VWR Group or for any acts or omissionsof any kind (including acts or omissions of the Advisor), except to the extentcaused by intentional misconduct of the Advisor as finally determined by acourt of competent jurisdiction. The provisions of this Section 8 shallsurvive the termination of this Agreement and remain binding and in effect.

#  

# 9.             Indemnificationof Advisor.  The Company and theother members of the VWR Group hereby agree to jointly and severally indemnifyand hold harmless the Advisor and its present and future officers, directors,affiliates, employees and agents (“Indemnified Parties”) from andagainst all losses, claims, liabilities, suits, costs, damages and expenses(including attorneys’ fees) arising from their performance of serviceshereunder. The Company and the other members of the VWR Group further agree toreimburse the Indemnified Parties on a monthly basis for any cost of defendingany action or investigation (including attorneys’ fees and expenses), subjectto an undertaking from such Indemnified Party to repay the Company if suchparty is determined not to be entitled to such indemnity. The provisions ofthis Section 9 shall survive the termination of this Agreement andremain binding and in effect.

#  

# 10.           Assignment. Without the consent of the Advisor, theCompany shall not assign, transfer or convey any of its rights, duties orinterest under this Agreement, nor shall it delegate any of the obligations orduties required to be kept or performed by it hereunder. The Advisor

 

4

----

 

# shall not assign, transfer or convey any of itsrights, duties or interest under this Agreement, nor shall it delegate any ofthe obligations or duties required to be kept or performed by it under thisAgreement, except that the Advisor may transfer its rights and delegate itsobligations hereunder to one of its affiliates.

#  

# 11.           Notices. All notices, demands, or othercommunications to be given or delivered under or by reason of the provisions ofthis Agreement shall be in writing and shall be deemed to have been given ormade when (i) delivered personally to the recipient, (ii) telecopied to therecipient (with hard copy sent to the recipient by reputable overnight courierservice (charges prepaid) that same day) if telecopied before 5:00 p.m.Chicago, Illinois time on a business day, and otherwise on the next businessday, (iii) one business day after being sent to the recipient by reputableovernight courier service (charges prepaid) or (iv) received via electronicmail by the recipient (with hard copy sent to the recipient by reputableovernight courier service (charges prepaid) that same day) if received viaelectronic mail before 5:00 p.m. Chicago, Illinois time on a business day, andotherwise on the next business day after such receipt. Such notices, demands,and other communications shall be sent to the address for such recipientindicated below:

 

| If to the Company: |   | VWR Funding, Inc.

1310 Goshen Parkway

PO Box 2656

West Chester, Pennsylvania 19380

Facsimile: (610) 701-9896

Telephone: (610) 719-7072

Electronic mail: George_VanKula@vwr.com

Attention: George Van Kula, Esq.        |
|--------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                                                          |
| If to the Advisor: |   | Madison Dearborn Partners V-B, L.P.

Three First National Plaza

38th Floor

Chicago, Illinois 60602

Facsimile: (312) 895-1056

Telephone: (312) 895-1000

Electronic mail: mtresnowski@MDCP.com

Attention: General Counsel |
|               |   |                                                                                                                                                                                                                          |
|               |   | with copies to (which shall not constitute notice):                                                                                                                                                                           |
|               |   |                                                                                                                                                                                                                          |
|               |   | Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, IL 60601

Facsimile: (312) 861-2200

Telephone: (312) 861-2000                                                                                                    |
|               |   | Electronic mail:                                                                                                                                                                                                              | sperl@kirkland.com; |
|               |   |                                                                                                                                                                                                                          | mfennell@kirkland.com |
|               |   | Attention:                                                                                                                                                                                                                    |  Sanford E. Perl, P.C. |
|               |   |                                                                                                                                                                                                                          | Mark A. Fennell |
|                    |        |                                                                                                                                                                                                                               |  |  |

 

5

----

 

or tosuch other address or to the attention of such other person as the recipientparty has specified by prior written notice to the sending party.

 

# 12.           Severability. Whenever possible, each provision ofthis Agreement will be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to beinvalid, illegal, or unenforceable in any respect under any applicable law orrule in any jurisdiction, such invalidity, illegality, or unenforceability willnot affect any other provision or the effectiveness or validity of anyprovision in any other jurisdiction, and this Agreement will be reformed,construed, and enforced in such jurisdiction as if such invalid, illegal, orunenforceable provision had never been contained herein.

#  

# 13.           NoWaiver.  The failure by any party toexercise any right, remedy or elections herein contained or permitted by lawshall not constitute or be construed as a waiver or relinquishment for thefuture exercise of such right, remedy or election, but the same shall continueand remain in full force and effect. All rights and remedies that any party mayhave at law, in equity or otherwise upon breach of any term or condition ofthis Agreement, shall be distinct, separate and cumulative rights and remediesand no one of them, whether exercised or not, shall be deemed to be in exclusionof any other right or remedy.

#  

# 14.           Amendment. The provisions of this Agreement may beamended or modified only with the prior written consent of the Company and theAdvisor.

#  

# 15.           EntireAgreement.  This Agreement containsthe entire agreement between the parties hereto with respect to the mattersherein contained and any agreement hereafter made shall be ineffective toeffect any change or modification, in whole or in party, unless such agreementis in writing and signed by the party against whom enforcement of the change ormodification is sought.

#  

# 16.           ApplicableLaw.  This Agreement shall begoverned by, and construed in accordance with, the laws of the State ofIllinois, without giving effect to any choice of law or conflict of law rulesor provisions (whether of the State of Illinois or any other jurisdiction) thatwould cause the application of the laws of any jurisdiction other than theState of Illinois.

#  

# 17.           MUTUALWAIVER OF JURY TRIAL.  BECAUSEDISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY ANDECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISHAPPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THEPARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCHAPPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OFTHE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT (INCLUDINGTHE COMPANY) HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, ORPROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIESHERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED OR INCIDENTAL

 

6

----

 

# TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATEDHEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER.

#  

# 18.           Successors. This Agreement and all the obligationsand benefits hereunder shall inure to the successors and permitted assigns ofthe parties.

#  

# 19.           Counterparts. This Agreement may be executed inmultiple counterparts with the same effect as if all signing parties had signedthe same document. All counterparts shall be construed together and constitutethe same instrument.

#  

# 20.           Confidentiality. The Company may not disclose the termsof this Agreement except as may be required by applicable law or the rules ofany exchange on which the Company or its affiliates’ securities are traded.

#  

*            *            *            *

 

7

----

 

IN WITNESS WHEREOF, the parties hereto have causedthis Management Services Agreement to be executed and delivered as of the datefirst above written.

 
| ** ** | **VWR  FUNDING, INC.**                    |
|------------|-------------------------------------------|
|       |                                      |
|       |                                      |
|       | By:                                       |   |   |
|       | Name:                                     |
|       | Title:                                    |
|       |                                      |
|       |                                      |
|       | **MADISON  DEARBORN PARTNERS V-B,  L.P.** |
|       |                                      |
|       |                                      |
|       | By: Madison Dearborn  Partners, LLC       |
|       | Its:General Partner                       |
|       |                                      |
|       |                                      |
|       | By:                                       |   |   |
|       | Name:                                     |
|       | Title:                                    |

 

*[Signature Page to ManagementServices Agreement]*

 

----