**Exhibit 10.1(c)**

 

**SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER**

 

This Second Amendment (this “Amendment”), datedas of May 30, 2007, is to the Agreement and Plan of Merger, dated May 2, 2007,among Varietal Distribution Holdings, LLC, a Delaware limited liability company(“Parent”), Varietal Distribution Merger Sub, Inc., a Delawarecorporation (“MergerCo”), and CDRV Investors, Inc., a Delawarecorporation (the “Company”) (as amended by the First Amendment theretodated May 7, 2007 and as otherwise amended or modified from time to time, the “MergerAgreement”). Capitalized terms used but not otherwise defined herein shallhave the respective meanings ascribed to such terms in the Merger Agreement.

 

WHEREAS, the parties hereto desire to amend the Merger Agreementpursuant to Section 9.7 thereof as provided herein.

 

NOW, THEREFORE, in consideration of the foregoing, theparties hereto, intending to be legally bound, hereby agree as follows:

 

# 1.             Amendmentof Merger Agreement.

#  

## (a)         Section 1.6(a) of the Merger Agreementis hereby amended by deleting such section in its entirety and replacing suchsection with the following new Section 1.6(a):

##  

“(a)         Thecertificate of incorporation of MergerCo as in effect immediately prior to theEffective Time shall be the certificate of incorporation of the SurvivingCorporation (except that the name of the Surviving Corporation shall be “VWRFunding, Inc.”) until thereafter duly amended in accordance with the termsthereof and the DGCL.”

 

## (b)        Section 5.1(a) of the MergerAgreement is hereby amended by deleting clause (ii) thereof in its entirety andreplacing such clause (ii) with the following new clause (ii):

##  

“(ii) the approvals from the nationalcompetition authorities set forth in item 5 of Schedule 2.3(b) of theDisclosure Letter relating to the Merger shall have been obtained or therelevant waiting period under the competition laws of the jurisdictions setforth in such item 5 shall have expired with respect to the Merger, as the casemay be, and”.

 

## (c)         Schedule 2.3(b) of theDisclosure Letter is hereby amended by deleting item 5 set forth thereon in itsentirety and replacing such item 5 with a new item 5 as follows:

##  

“5.           Approvalsfrom the following national competition authorities are required with respectto the Merger or the relevant waiting period is required to have expired withrespect to the Merger:

 

a) the Bundeskartellamt of the Federal Republic ofGermany;

 

b) the Servicio de Defensa de la Competencia of theKingdom of Spain;

 

c) the Competition Authority of the Republic ofIreland;

 

1

----

 

d) the Bundeswettbewerbsbehörde of Austria and, ifrequired, the Kartellgericht of Austria; and

 

e) the Konkurransetilsynet (Competition Authority) ofNorway.”

 

## (d)        Section 8.1 of the MergerAgreement is hereby amended by deleting the definition given therein for theterm “Transaction Expenses” in its entirety and replacing such definition withthe following text:

##  

“Transaction Expenses” means (i) thefees and expenses of Goldman, Banc of America and Citigroup Global Markets Inc.(other than fees and expenses arising from any of their participation in theDebt Financing) and (ii) the fees and expenses of Debevoise &Plimpton LLP, in each case, incurred by the Company in connection with theMerger.

 

## (e)         The Merger Agreement is hereby amendedby adding new Sections 9.16 and 9.17 immediately following Section9.15 thereof with the following text:

##  

“9.16       TenderOffer. Notwithstanding anything to the contrary contained herein or in theConfidentiality Agreement, Parent and/or its Subsidiaries may commence one ormore offers to purchase, and related consent solicitations with respect to(each such offer and related consent solicitation, a “Debt Offer”), theoutstanding Senior Floating Rate Notes, Senior Discount Rate Notes, SeniorNotes, and/or Senior Subordinated Notes. Notwithstanding anything to thecontrary contained herein, with respect to any such Debt Offer, notes that havenot been tendered in accordance with such Debt Offer shall not be deemed to beoutstanding for purposes of determining the Closing Debt Repayment Amount andthe obligations to be repaid, satisfied or discharged pursuant to Section1.3(c)(i), provided that this sentence shall not apply to such DebtOffer unless Parent and/or its Subsidiaries have obtained in such Debt Offerthe requisite consent to amend the indenture pursuant to which such notes wereissued (assuming for this purpose that any customary conditions to theeffectiveness of such consent would be satisfied) to eliminate certain of thecovenants therein as contemplated by the draft of the Offer to Purchase andConsent Solicitation Statement provided by Parent to the Company on May 30,2007 (such amendments, the “Indenture Amendments”). The requisite legalopinions under the applicable indentures in connection with the IndentureAmendments will be delivered solely by internal counsel to the Company and/orits Subsidiaries or by counsel to Parent, MergerCo and/or their Subsidiaries.

 

9.17         ManagementRollover. Notwithstanding anything to the contrary contained herein, theamount of the Equity Consideration to be paid by Parent and MergerCo in respectof the Merger pursuant to Section 1.2, the amount of the EquityConsideration to be delivered by MergerCo to the Company pursuant to the firstsentence in Section 1.3(c) and the amount of the Equity Consideration tobe paid by the Surviving Corporation to the Paying Agent pursuant to Section1.3(c)(iii) shall each be reduced by an amount equal to product of (a) theaggregate number of shares of Company Stock held by Parent or MergerCoimmediately prior to the Effective Time (collectively, the “Rollover Shares”)and (b) the Per Share Merger Consideration. For purposes of determining the PerShare Merger Consideration under this Agreement, the reduction in the amount ofthe Equity Consideration provided for in the preceding sentence shall be deemednot to have occurred and the Rollover Shares shall be

 

2

----

 

deemed to be issued and outstanding and shall beincluded in the calculation of the Fully Diluted Number. The Rollover Sharesshall be cancelled at the Effective Time as provided in Section 1.4(b).”

 

# 2.             Consent.Pursuant to Section 4.9(a) of the Merger Agreement, the Company herebyconsents to the modification of the Debt Commitment Letters contemplated by theAssignment Letter, dated on or about the date hereof, from Deutsche Bank TrustCompany Americas and Deutsche Bank Securities Inc. to Bank of America, N.A.,Banc of America Bridge LLC, Banc of America Securities LLC, Goldman SachsCredit Partners L.P., JPMorgan Chase Bank, N.A., and JPMorgan Securities Inc.provided by Parent to the Company on the date hereof. From and after the datehereof, the term “Debt Commitment Letters” in the Merger Agreement shallrefer to the Debt Commitment Letters as modified by such Assignment Letter.

#  

# 3.             FullForce and Effect. Except as specifically amended by this Amendment, theMerger Agreement shall remain in full force and effect and is hereby ratifiedand confirmed. This Amendment shall be construed as one with the MergerAgreement, and the Merger Agreement shall, where the context requires, be readand construed so as to incorporate this Amendment.

#  

# 4.             GeneralProvisions. Sections 9.4 through 9.15 of the Merger Agreement are herebyincorporated into and will apply to this Amendment.

 

[*Remainder of page intentionally left blank*]

 

3

----

 

INWITNESS WHEREOF, the parties hereto have executed this Amendment as of the datefirst written above.

 

 

|   | VARIETAL  DISTRIBUTION HOLDINGS, LLC    |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |
|   |                                    |
|   |                                    |
|   | VARIETAL  DISTRIBUTION MERGER SUB, INC. |
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |
|   |                                    |
|   |                                    |
|   | CDRV  INVESTORS, INC.                   |
|   |                                    |
|   |                                    |
|   | By:                                     |   |   |
|   |                                    | Name: |   |
|   |                                    | Title: |   |

 

----