**Exhibit 4.6 (c)**

 

**Varietal Distribution Merger Sub, Inc.CDRV Investors, Inc.**

 

**10.25%/11.25% Senior Notes due 2015**

 

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

 

**The Guarantors listed on Schedule I hereto**

 

 

***Exchange and Registration Rights Agreement***

 

June 29, 2007

 

Goldman, Sachs & Co., Banc of America Securities LLC,J.P. Morgan Securities Inc.,Deutsche Bank Securities Inc.    As representatives of the severalPurchasers    named in Schedule I to the PurchaseAgreement, c/o Goldman, Sachs & Co.****85 Broad Street,New York, New York  10004

 

Ladies and Gentlemen:

 

This Exchangeand Registration Rights Agreement (this “*Agreement*”) isdated as of June 29, 2007, among Varietal Distribution Merger Sub,Inc., a Delaware corporation (“*Varietal*”),CDRV Investors, Inc., a Delaware corporation (the “*Company*”),the guarantors listed on Schedule I hereto (the “*Guarantors*”)and Goldman, Sachs & Co., Banc of America Securities LLC, J.P. MorganSecurities Inc. and Deutsche Bank Securities Inc. as representatives (the “*Representatives*”) of the several initial purchasers (the “*Purchasers*”) named on Schedule I to the PurchaseAgreement (as defined below).

 

This Agreementis entered into in connection with the Purchase Agreement, dated as of June 26,2007 (the “*Purchase Agreement*”), by and amongVarietal and the Purchasers, which provides for, among other things, the saleby Varietal to the Purchasers of $675,000,000 aggregate principal amount of theIssuer’s (as defined below) 10.25%/11.25% Senior Notes due 2015 (the “*Notes*”). The Notes are issued under an indenture, dated asof the date hereof (as amended or supplemented from time to time, the “*Indenture*”), among Varietal, the Company, the Guarantors andLaw Debenture Trust Company of New York, as trustee (together with anysuccessors in such capacity, the “*Trustee*”). Pursuantto the Purchase Agreement and the Indenture, the Guarantors are required toguarantee (collectively, the “*Guarantees*”)the Issuer’s

 

----

 

obligations under the Notes and the Indenture. References to the “*Securities*” shall mean, collectively, the Notes and, whenissued, the Guarantees and, unless the context otherwise requires, anyreference herein to a “Security,” an “Exchange Security” or a “RegistrableSecurity” shall include a reference to the related Guarantee. References to the“*Issuer*” refer to (x) prior to theconsummation of the merger of Varietal with and into the Company (the “*Merger*”), Varietal and (y) from and after the consummationof the Merger, the Company. In order to induce the Purchasers to enter into thePurchase Agreement, the Issuer has agreed to provide the registration rightsset forth in this Agreement for the benefit of the Purchasers and anysubsequent holder or holders of the Securities. The execution and delivery ofthis Agreement is a condition to the Purchasers’ obligations under the PurchaseAgreement. As an inducement to the Purchasers to enter into the PurchaseAgreement and in satisfaction of a condition to the obligations of thePurchasers thereunder, the Issuer and the Guarantors agree with the Purchasersfor the benefit of holders (as defined herein) from time to time of theRegistrable Securities (as defined herein) as follows:

 

# 1.             *Certain Definitions*.

#  

For purposesof this Agreement, the following terms shall have the following respectivemeanings:

 

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

 

The term “*broker-dealer*” shall mean any broker or dealer registeredwith the Commission under the Exchange Act.

 

“*Business Day*” shall have the meaning set forth inRule 13e-4(a)(3) promulgated by the Commission under the Exchange Act, asthe same may be amended or succeeded from time to time.

 

“*Closing Date*” shall mean the date on which the Securitiesare initially issued.

 

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

 

“*EDGAR System*” means the EDGAR filing system of theCommission and the rules and regulations pertaining thereto promulgated by theCommission in Regulation S-T under the Securities Act and the Exchange Act, ineach case as the same may be amended or succeeded from time to time (andwithout regard to format).

 

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

 

2

----

 

Commissiondeclares the Shelf Registration Statement effective or as of which the ShelfRegistration Statement otherwise becomes effective.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

The term “*holder*” shall mean each of the Purchasers and other personswho acquire Registrable Securities from time to time (including any successorsor assigns), in each case for so long as such person owns any RegistrableSecurities.

 

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

 

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

 

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

 

“*Registrable Securities*” shall mean the Securities; *provided*, *however*, that aSecurity shall cease to be a Registrable Security upon the earliest to occur ofthe following:  (i) in the circumstancescontemplated by Section 2(a), the Security has been exchanged for anExchange Security in an Exchange Offer as contemplated in Section 2(a) (*provided* that any Exchange Security that, pursuant to thelast two sentences of Section 2(a), is included in a prospectus for use inconnection with resales by broker-dealers shall be deemed to be a RegistrableSecurity with respect to Sections 5, 6 and 9 until resale of such RegistrableSecurity has been effected within the 180-day period referred to inSection 2(a)); (ii) in the circumstances contemplated bySection 2(b), a Shelf Registration Statement registering such Securityunder the Securities Act has been declared or becomes effective and suchSecurity has been sold or otherwise transferred

 

3

----

 

by the holder thereof pursuant to and in a manner contemplated by sucheffective Shelf Registration Statement; (iii) such Security is soldpursuant to Rule 144 under circumstances in which any legend borne by suchSecurity relating to restrictions on transferability thereof, under theSecurities Act or otherwise, is removed by the Issuer or pursuant to theIndenture; (iv) such Security is eligible to be sold pursuant toparagraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Unless thecontext otherwise requires, any reference herein to a “Section” or “clause”refers to a Section or clause, as the case may be, of this Agreement, and thewords “herein,”

 

4

----

 

“hereof” and “hereunder” and other words of similar import refer tothis Agreement as a whole and not to any particular Section or othersubdivision.

 

# 2.             *Registration Under theSecurities Act*.

#  

## (a)           Except as set forth inSection 2(b) below, the Issuer agrees to file under the Securities Act, nolater than 180 days after the Closing Date, a registration statement relatingto an offer to exchange (such registration statement, the “*ExchangeRegistration Statement*,” and such offer, the “*ExchangeOffer*”) any and all of the Securities for a like aggregate principalamount of debt securities issued by the Issuer****andguaranteed by the Guarantors, which debt securities and guarantee****are substantially identical to the Securities****and the related Guarantee, respectively (and are entitledto the benefits of a trust indenture which is substantially identical to theIndenture or is the Indenture and which has been qualified under the TrustIndenture Act), except that they have been registered pursuant to an effectiveregistration statement under the Securities Act and do not contain provisionsfor the additional interest contemplated in Section 2(c) below (such newdebt securities hereinafter called “*Exchange Securities*”).The Issuer agrees to use all commercially reasonable efforts to cause theExchange Registration Statement to become effective under the Securities Act nolater than 90 days after the filing of the Exchange Registration Statement (or180 days if the Exchange Registration Statement is subject to review by theCommission). The Exchange Offer will be registered under the Securities Act onthe appropriate form and will comply with all applicable tender offer rules andregulations under the Exchange Act. Unless the Exchange Offer would not bepermitted by applicable law or Commission policy, the Issuer further agrees touse all commercially reasonable efforts to (i) commence the Exchange Offerpromptly (but no later than 10 Business Days) following the Effective Time ofsuch Exchange Registration Statement, (ii) hold the Exchange Offer openfor at least 20 Business Days in accordance with Regulation 14E promulgated bythe Commission under the Exchange Act and (iii) exchange ExchangeSecurities for all Registrable Securities that have been properly tendered andnot withdrawn promptly following the expiration of the Exchange Offer. TheExchange Offer will be deemed to have been “completed” only if the debtsecurities****and related guarantee received byholders other than Restricted Holders in the Exchange Offer for RegistrableSecurities are, upon receipt, transferable by each such holder withoutrestriction under the Securities Act and the Exchange Act and without materialrestrictions under the blue sky or securities laws of a substantial majority ofthe States of the United States of America. The Exchange Offer shall be deemedto have been completed upon the Issuer having exchanged, pursuant to theExchange Offer, Exchange Securities for all Registrable Securities that havebeen properly tendered and not withdrawn before the expiration of the ExchangeOffer, which shall be on a date that is at least 20 Business Days following thecommencement of the Exchange Offer. The Issuer agrees (x) to include in theExchange Registration Statement a prospectus for use in any resales by anyholder of Exchange Securities that is a broker-dealer and (y) to keep suchExchange Registration Statement effective for a period (the “*Resale Period*”) beginning when Exchange Securities are firstissued in the Exchange Offer and ending upon the earlier of the expiration ofthe****90th day after the ExchangeOffer has been completed or such time as such broker-dealers no longer own anyRegistrable Securities. With respect to such Exchange Registration Statement,such holders shall have the benefit of the rights of indemnification andcontribution set forth in Subsections 6(a), (c), (d) and (e).

##  

## 5

## 

##  

## (b)           If (i) on or prior to the time theExchange Offer is completed existing Commission interpretations are changedsuch that the debt securities or the related guarantee received by holdersother than Restricted Holders in the Exchange Offer for Registrable Securitiesare not or would not be, upon receipt, transferable by each such holder withoutrestriction under the Securities Act, (ii) the Effective Time of the ExchangeRegistration Statement is not within 270 days following the Closing Date (or360 days if the Exchange Registration Statement is subject to review by theCommission) and the Exchange Offer has not been completed within 30 BusinessDays of such Effective Time or (iii) any holder of Registrable Securitiesnotifies the Issuer prior to the 20th Business Day following thecompletion of the Exchange offer that: (A) it is prohibited by law or Commission policy from participatingin the Exchange Offer, (B) it may not resell the Exchange Securities tothe public without delivering a prospectus and the prospectus supplementcontained if the Exchange Registration Statement is not appropriate oravailable for such resales or (C) it is a broker-dealer and owns Securitiesacquired directly from the Issuer or an affiliate of the Issuer, then theIssuer and the Guarantors shall, in lieu of (or, in the case of clause (iii),in addition to) conducting the Exchange Offer contemplated bySection 2(a), file under the Securities Act no later than 30 days afterthe time such obligation to file arises (but no earlier than 180 days after theClosing Date), a “shelf” registration statement providing for the registrationof, and the sale on a continuous or delayed basis by the holders of, all of theRegistrable Securities, pursuant to Rule 415 or any similar rule that maybe adopted by the Commission (such filing, the “*ShelfRegistration*” and such registration statement, the “*Shelf Registration Statement*”). The Issuer agrees to use allcommercially reasonable efforts to cause the Shelf Registration Statement tobecome or be declared effective no later than 90 days after such ShelfRegistration Statement filing obligation arises (or 180 days if the ShelfRegistration Statement is subject to review by the Commission, but no earlierthan 270 days, or 360 days, as applicable, after the date of the Indenture); *provided* that if at any time the Issuer is or becomes a“well-known seasoned issuer” (as defined in Rule 405) and is eligible tofile an “automatic shelf registration statement” (as defined in Rule 405),then the Issuer and the Guarantors shall file the Exchange RegistrationStatement in the form of an automatic shelf registration statement as providedin Rule 405. The Issuer agrees to use all commercially reasonable effortsto keep such Shelf Registration Statement continuously effective for a periodending on the earlier of the second anniversary of the Closing Date or suchtime as there are no longer any Registrable Securities outstanding. No holdershall be entitled to be named as a selling securityholder in the ShelfRegistration Statement or to use the prospectus forming a part thereof forresales of Registrable Securities unless such holder is an Electing Holder. TheIssuer agrees, after the Effective Time of the Shelf Registration Statement andpromptly upon the request of any holder of Registrable Securities that is notthen an Electing Holder, to use all commercially reasonable efforts to enablesuch holder to use the prospectus forming a part thereof for resales ofRegistrable Securities, including, without limitation, any action necessary toidentify such holder as a selling securityholder in the Shelf RegistrationStatement (whether by post-effective amendment thereto or by filing aprospectus pursuant to Rules 430B and 424(b) under the Securities Actidentifying such holder), *provided*, *however*, that nothing in this Clause (y) shall relieve anysuch holder of the obligation to return a completed and signed Notice andQuestionnaire to the Issuer in accordance with Section 3(d)(iii).

##  

## 6

## 

##  

## (c)           In the event that (i) the Issuer andthe Guarantors have not filed the Exchange Registration Statement or the ShelfRegistration Statement on or before the date on which such registration statementis required to be filed pursuant to Section 2(a) or Section 2(b),respectively, or (ii) such Exchange Registration Statement or ShelfRegistration Statement has not become effective or been declared effective bythe Commission on or before the date on which such registration statement isrequired to become or be declared effective pursuant to Section 2(a) orSection 2(b), respectively, or (iii) the Exchange Offer has not beencompleted within 30 Business Days after the Effective Time of the ExchangeRegistration Statement relating to the Exchange Offer (if the Exchange Offer isthen required to be made) or (iv) any Exchange Registration Statement orShelf Registration Statement required by Section 2(a) or Section 2(b)is filed and declared effective but shall thereafter either be withdrawn by theIssuer or shall become subject to an effective stop order issued pursuant toSection 8(d) of the Securities Act suspending the effectiveness of suchregistration statement (except as specifically permitted herein) without beingsucceeded immediately by an additional registration statement filed anddeclared effective (each such event referred to in clauses (i) through (iv), a“*Registration Default*” and each periodduring which a Registration Default has occurred and is continuing, a “*Registration Default Period*”), then, as liquidated damagesfor such Registration Default, subject to the provisions of Section 9(b),special interest (“*Special Interest*”),in addition to the Base Interest, shall accrue at a per annum rate of 0.25% forthe first 90 days of the Registration Default Period and at a per annum rate of0.50% thereafter for the remaining portion of the Registration Default Period. SpecialInterest shall accrue and be payable only with respect to a single RegistrationDefault at any given time, notwithstanding the fact that multiple RegistrationDefaults may exist at such time. The accrual of Special Interest shall be theexclusive monetary remedy available to the holders of Registrable Securitiesfor any Registration Default.

##  

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

##  

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

##  

# 3.             *Registration Procedures*.

#  

If the Issuerand the Guarantors file a registration statement pursuant to Section 2(a)or Section 2(b), the following provisions shall apply:

 

(a)           Ator before the Effective Time of the Exchange Registration or the ShelfRegistration, as the case may be, the Issuer shall qualify the Indenture underthe Trust Indenture Act.

 

7

----

 

(b)           Inthe event that such qualification would require the appointment of a newtrustee under the Indenture, the Issuer shall appoint a new trustee thereunderpursuant to the applicable provisions of the Indenture.

 

(c)           Inconnection with the Issuer’s and the Guarantors’ obligations with respect tothe registration of Exchange Securities as contemplated by Section 2(a)(the “*Exchange Registration*”), if applicable,the Issuer and the Guarantors shall:

 

(i)            prepareand file with the Commission, no later than 180 days after the Closing Date, anExchange Registration Statement on any form which may be utilized by the Issuerand the Guarantors and which shall permit the Exchange Offer and resales ofExchange Securities by broker-dealers during the Resale Period to be effectedas contemplated by Section 2(a), and use all commercially reasonableefforts to cause such Exchange Registration Statement to become effective nolater than 90 days after the filing of the Exchange Registration Statement (or180 days if the Exchange Registration Statement is subject to review by theCommission);

 

(ii)           assoon as reasonably practicable prepare and file with the Commission suchamendments and supplements to such Exchange Registration Statement and theprospectus included therein as may be necessary to effect and maintain theeffectiveness of such Exchange Registration Statement for the periods andpurposes contemplated in Section 2(a) and as may be required by theapplicable rules and regulations of the Commission and the instructionsapplicable to the form of such Exchange Registration Statement, and promptlyprovide each broker-dealer holding Exchange Securities with such number ofcopies of the prospectus included therein (as then amended or supplemented), inconformity in all material respects with the requirements of the Securities Actand the Trust Indenture Act, as such broker-dealer reasonably may request priorto the expiration of the Resale Period, for use in connection with resales ofExchange Securities;

 

(iii)          promptlynotify each broker-dealer that has requested or received copies of theprospectus included in such Exchange Registration Statement, and confirm suchadvice in writing, (A) when such Exchange Registration Statement or theprospectus included therein or any prospectus amendment or supplement or post-effectiveamendment has been filed, and, with respect to such Exchange RegistrationStatement or any post-effective amendment, when the same has become effective,(B) of any comments by the Commission and by the blue sky or securitiescommissioner or regulator of any state with respect thereto or any request bythe Commission for amendments or supplements to such Exchange RegistrationStatement or prospectus or for additional information, in each case, thatrelate to any information provided by an Electing Holder, (C) of theissuance by the Commission of any stop order suspending the effectiveness ofsuch Exchange Registration Statement or the initiation or threatening of anyproceedings for that purpose, (D) if at any time the representations and warranties

 

8

----

 

of the Issuer contemplated by Section 5 cease to be true andcorrect in all material respects, (E) of the receipt by the Issuer of anynotification with respect to the suspension of the qualification of theExchange Securities for sale in any jurisdiction or the initiation orthreatening of any proceeding for such purpose, (F) the occurrence of anyevent that causes the Issuer to become an “ineligible issuer” as defined inRule 405, or (G) if at any time during the Resale Period when aprospectus is required to be delivered under the Securities Act, that suchExchange Registration Statement, prospectus, prospectus amendment or supplementor post-effective amendment does not conform in all material respects to theapplicable requirements of the Securities Act and the Trust Indenture Act orcontains an untrue statement of a material fact or omits to state any materialfact required to be stated therein or necessary to make the statements thereinnot misleading in light of the circumstances then existing;

 

(iv)          inthe event that the Issuer and the Guarantors would be required, pursuant to Section 3(c)(iii)(G),to notify any broker-dealers holding Exchange Securities, promptly prepare andfurnish to each such holder a reasonable number of copies of a prospectussupplemented or amended so that, as thereafter delivered to purchasers of suchExchange Securities during the Resale Period, such prospectus shall conform inall material respects to the applicable requirements of the Securities Act andthe Trust Indenture Act and shall not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in light of thecircumstances then existing;

 

(v)           useall commercially reasonable efforts to obtain the withdrawal of any ordersuspending the effectiveness of such Exchange Registration Statement or anypost-effective amendment thereto at the earliest practicable date;

 

(vi)          useall commercially reasonable efforts to (A) register or qualify theExchange Securities under the securities laws or blue sky laws of suchjurisdictions as are contemplated by Section 2(a) no later than thecommencement of the Exchange Offer, to the extent required by such laws,(B) keep such registrations or qualifications in effect and comply withsuch laws so as to permit the continuance of offers, sales and dealings thereinin such jurisdictions until the expiration of the Resale Period, (C) takeany and all other actions as may be reasonably necessary or advisable to enableeach broker-dealer holding Exchange Securities to consummate the dispositionthereof in such jurisdictions and (D) obtain the consent or approval ofeach governmental agency or authority, whether federal, state or local, whichmay be required to effect the Exchange Registration, the Exchange Offer and theoffering and sale of Exchange Securities by broker-dealers during the ResalePeriod; *provided*, *however*,that neither the Issuer nor any Guarantor shall be required for any suchpurpose to (1) qualify as a foreign corporation in any jurisdictionwherein it would not otherwise be required to qualify but for the requirementsof this Section 3(c)(vi), (2) consent to general service of processin any such jurisdiction or become subject to taxation in any

 

9

----

 

such jurisdiction or (3) make any changes to its certificate ofincorporation or by-laws or other governing documents or any agreement betweenit and its stockholders;

 

(vii)         providea CUSIP number for all Exchange Securities, not later than the applicableEffective Time; and

 

(viii)        complywith all applicable rules and regulations of the Commission, and make generallyavailable to its securityholders no later than eighteen months after theEffective Time of such Exchange Registration Statement, an earnings statementof the Issuer and its subsidiaries complying with Section 11(a) of theSecurities Act (including, at the option of the Issuer, Rule 158thereunder).

 

(d)           Inconnection with the Issuer’s and the Guarantors’ obligations with respect tothe Shelf Registration, if applicable, ** **the Issuer and the Guarantorsshall:

 

(i)            prepareand file with the Commission, within the time periods specified inSection 2(b), a Shelf Registration Statement on any form which may beutilized by the Issuer and which shall register all of the RegistrableSecurities for resale by the holders thereof in accordance with such method ormethods of disposition as may be specified by the holders of RegistrableSecurities as, from time to time, may be Electing Holders and use allcommercially reasonable efforts to cause such Shelf Registration Statement tobecome effective within the time periods specified in Section 2(b);

 

(ii)           distributethrough the facilities of the Depository Trust Company (“DTC”) theNotice and Questionnaire to the holders of Registrable Securities (A) not lessthan 30 days prior to the anticipated Effective Time of the Shelf RegistrationStatement or (B) in the case of an “automatic shelf registrationstatement” (as defined in Rule 405), distribute through DTC the Notice andQuestionnaire to the holders of Registrable Securities not later than theEffective Time of such Shelf Registration Statement, and in any such case noholder shall be entitled to be named as a selling securityholder in the ShelfRegistration Statement, and no holder shall be entitled to use the prospectusforming a part thereof for resales of Registrable Securities at any time,unless and until such holder has returned a completed and signed Notice andQuestionnaire to the Issuer;

 

(iii)          afterthe Effective Time of the Shelf Registration Statement, upon the request of anyholder of Registrable Securities that is not then an Electing Holder, promptlysend a Notice and Questionnaire to such holder; *provided*that the Issuer shall not be required to take any action to name such holder asa selling securityholder in the Shelf Registration Statement or to enable suchholder to use the prospectus forming a part thereof for resales of RegistrableSecurities until such holder has returned a completed and signed Notice andQuestionnaire to the Issuer;

 

10

----

 

(iv)          assoon as reasonably practicable prepare and file with the Commission suchamendments and supplements to such Shelf Registration Statement and theprospectus included therein as may be necessary to effect and maintain theeffectiveness of such Shelf Registration Statement for the period specified inSection 2(b) and as may be required by the applicable rules and regulationsof the Commission and the instructions applicable to the form of such ShelfRegistration Statement, and furnish to the Electing Holders copies of any suchsupplement or amendment simultaneously with or prior to its being used or filedwith the Commission to the extent such documents are not publicly available onthe Commission’s EDGAR System;

 

(v)           complywith the provisions of the Securities Act with respect to the disposition ofall of the Registrable Securities covered by such Shelf Registration Statementin accordance with the intended methods of disposition by the Electing Holdersprovided for in such Shelf Registration Statement;

 

(vi)          providea representative for all of the Electing Holders (which itself must be anElecting Holder) and not more than one counsel for all the Electing Holders theopportunity to participate in the preparation of such Shelf RegistrationStatement, each prospectus included therein or filed with the Commission andeach amendment or supplement thereto;

 

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

 

11

----

 

written notice of such requirement), or (C) such information is requiredto be set forth in such Shelf Registration Statement or the prospectus includedtherein or in an amendment to such Shelf Registration Statement or an amendmentor supplement to such prospectus in order that such Shelf RegistrationStatement, prospectus, amendment or supplement, as the case may be, complieswith applicable requirements of the federal securities laws and the rules andregulations of the Commission and does not contain an untrue statement of amaterial fact or omit to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading in light ofthe circumstances then existing;

 

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

 

(ix)           useall commercially reasonable efforts to obtain the withdrawal of any ordersuspending the effectiveness of such Shelf Registration Statement or any post-effectiveamendment thereto at the earliest practicable date;

 

(x)            ifrequested by any Electing Holder, promptly incorporate in a prospectussupplement or post-effective amendment such information as is required by theapplicable rules and regulations of the Commission and as such Electing Holderspecifies should be included therein relating to the terms of the sale of suchRegistrable Securities, including information with respect to the principalamount of Registrable Securities being sold by such Electing Holder, the

 

12

----

 

name and description of such Electing Holder, the offering price ofsuch Registrable Securities and any discount, commission or other compensationpayable in respect thereof and with respect to any other terms of the offeringof the Registrable Securities to be sold by such Electing Holder; and make allrequired filings of such prospectus supplement or post-effective amendmentpromptly after notification of the matters to be incorporated in such prospectussupplement or post-effective amendment;

 

(xi)           furnishto each Electing Holder and the counsel referred to in Section 3(d)(vi) anexecuted copy (or a conformed copy) of such Shelf Registration Statement, eachsuch amendment and supplement thereto (in each case including all exhibitsthereto (in the case of an Electing Holder of Registrable Securities, uponrequest) and documents incorporated by reference therein) and such number of copiesof such Shelf Registration Statement (excluding exhibits thereto and documentsincorporated by reference therein unless specifically so requested by suchElecting Holder) and of the prospectus included in such Shelf RegistrationStatement (including each preliminary prospectus and any summary prospectus),in conformity in all material respects with the applicable requirements of theSecurities Act and the Trust Indenture Act to the extent such documents are notavailable through the Commission’s EDGAR System, and such other documents, assuch Electing Holder may reasonably request in order to facilitate the offeringand disposition of the Registrable Securities owned by such Electing Holder andto permit such Electing Holder to satisfy the prospectus delivery requirementsof the Securities Act; and subject to Section 3(e), the Issuer herebyconsents to the use of such prospectus (including such preliminary and summaryprospectus) and any amendment or supplement thereto by each such ElectingHolder, in each case in the form most recently provided to such person by the Issuer,in connection with the offering and sale of the Registrable Securities coveredby the prospectus (including such preliminary and summary prospectus) or anysupplement or amendment thereto;

 

(xii)          useall commercially reasonable efforts to (A) register or qualify theRegistrable Securities to be included in such Shelf Registration Statementunder such securities laws or blue sky laws of such jurisdictions as anyElecting Holder shall reasonably request, (B) keep such registrations orqualifications in effect and comply with such laws so as to permit the continuanceof offers, sales and dealings therein in such jurisdictions during the periodthe Shelf Registration is required to remain effective under Section 2(b)and for so long as may be necessary to enable any such Electing Holder tocomplete its distribution of Securities pursuant to such Shelf RegistrationStatement, (C) take any and all other actions as may be reasonablynecessary or advisable to enable each such Electing Holder to consummate the dispositionin such jurisdictions of such Registrable Securities and (D) obtain theconsent or approval of each governmental agency or authority, whether federal,state or local, which may be required to effect the Shelf Registration or theoffering or sale in connection therewith or to enable the selling holder orholders to offer, or to consummate the

 

13

----

 

disposition of, their Registrable Securities; *provided*,*however*, that neither****the Issuer nor any Guarantor shall be required for any suchpurpose to (1) qualify as a foreign corporation in any jurisdictionwherein it would not otherwise be required to qualify but for the requirementsof this Section 3(d)(xii), (2) consent to general service of processin any such jurisdiction or become subject to taxation in any such jurisdictionor (3) make any changes to its certificate of incorporation or by-laws orother governing documents or any agreement between it and its stockholders;

 

(xiii)         unlessany Registrable Securities shall be in book-entry only form, cooperate with theElecting Holders to facilitate the timely preparation and delivery ofcertificates representing Registrable Securities to be sold, whichcertificates, if so required by any securities exchange upon which anyRegistrable Securities are listed, shall be printed, penned, lithographed,engraved or otherwise produced by any combination of such methods, on steel engravedborders, and which certificates shall not bear any restrictive legends;

 

(xiv)        providea CUSIP number for all Registrable Securities, not later than the applicableEffective Time;

 

(xv)         notifyin writing each holder of Registrable Securities of any proposal by the Issuerto amend or waive any provision of this Agreement pursuant to Section 9(h)and of any amendment or waiver effected pursuant thereto, each of which noticesshall contain the text of the amendment or waiver proposed or effected, as thecase may be;

 

(xvi)        complywith all applicable rules and regulations of the Commission, and make generallyavailable to its securityholders no later than eighteen months after theEffective Time of such Shelf Registration Statement an earnings statement ofthe Issuer and its subsidiaries complying with Section 11(a) of theSecurities Act (including, at the option of the Issuer, Rule 158thereunder).

 

(e)           Inthe event that the Issuer would be required, pursuant toSection 3(d)(viii)(G), to notify the Electing Holders, the Issuer shallpromptly prepare and furnish to each of the Electing Holders a reasonablenumber of copies of a prospectus supplemented or amended so that, as thereafterdelivered to purchasers of Registrable Securities, such prospectus shallconform in all material respects to the applicable requirements of theSecurities Act and the Trust Indenture Act and shall not contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading inlight of the circumstances then existing. Each Electing Holder agrees that uponreceipt of any notice from the Issuer pursuant to Section 3(d)(viii)(G),such Electing Holder shall forthwith discontinue the disposition of RegistrableSecurities pursuant to the Shelf Registration Statement applicable to suchRegistrable Securities until such Electing Holder shall have received copies ofsuch amended or supplemented prospectus, and if so directed by the Issuer, suchElecting Holder shall deliver to the Issuer (at the Issuer’s expense) allcopies,

 

14

----

 

other than permanent file copies, then in such Electing Holder’spossession of the prospectus covering such Registrable Securities at the timeof receipt of such notice.

 

(f)            Inthe event of a Shelf Registration, in addition to the information required tobe provided by each Electing Holder in its Notice and Questionnaire, the Issuermay require such Electing Holder to furnish to the Issuer such additionalinformation regarding such Electing Holder and such Electing Holder’s intendedmethod of distribution of Registrable Securities as may be required in order tocomply with the Securities Act. Each such Electing Holder agrees to notify theIssuer as promptly as practicable of any inaccuracy or change in informationpreviously furnished by such Electing Holder to the Issuer or of the occurrenceof any event in either case as a result of which any prospectus relating tosuch Shelf Registration contains or would contain an untrue statement of amaterial fact regarding such Electing Holder or such Electing Holder’s intendedmethod of disposition of such Registrable Securities or omits to state anymaterial fact regarding such Electing Holder or such Electing Holder’s intendedmethod of disposition of such Registrable Securities required to be statedtherein or necessary to make the statements therein not misleading in light ofthe circumstances then existing, and promptly to furnish to the Issuer anyadditional information required to correct and update any previously furnishedinformation or required so that such prospectus shall not contain, with respectto such Electing Holder or the disposition of such Registrable Securities, anuntrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein not misleadingin light of the circumstances then existing.

 

(g)           Untilthe expiration of two years after the Closing Date, the Issuer will not, andwill not permit any of its “affiliates” (as defined in Rule 144) to,resell any of the Securities that have been reacquired by any of them exceptpursuant to an effective registration statement, or a valid exemption from theregistration requirements, under the Securities Act.

 

(h)           Asa condition to its participation in the Exchange Offer, each holder ofRegistrable Securities shall furnish, upon the request of the Issuer, a writtenrepresentation to the Issuer (which may be contained in the letter oftransmittal or “agent’s message” transmitted via The Depository Trust Company’sAutomated Tender Offer Procedures, in either case contemplated by the ExchangeRegistration Statement) to the effect that (A) it is not an “affiliate” ofthe Issuer, as defined in Rule 405 of the Securities Act, or if it is suchan “affiliate,” it will comply with the registration and prospectus deliveryrequirements of the Securities Act to the extent applicable, (B) it is notengaged in and does not intend to engage in, and has no arrangement orunderstanding with any person to participate in, a distribution of the ExchangeSecurities to be issued in the Exchange Offer, (C) it is acquiring theExchange Securities in its ordinary course of business, (D) if it is abroker-dealer that holds Securities that were acquired for its own account as aresult of market-making activities or other trading activities (other thanSecurities acquired directly from the Issuer or any of its affiliates), it willdeliver a prospectus meeting the requirements of the Securities Act inconnection with any resales of the Exchange Securities received by it in theExchange Offer, (E) if it

 

15

----

 

is a broker-dealer, that it did not purchase the Securities to beexchanged in the Exchange Offer from the Issuer or any of its affiliates, and(F) it is not acting on behalf of any person who could not truthfully andcompletely make the representations contained in the foregoing subclauses (A)through (E).

 

# 4.             *Registration Expenses*.

#  

The Issueragrees to bear and to pay or cause to be paid promptly all expenses incident tothe Issuer’s performance of or compliance with this Agreement, including(a) all Commission and any NASD registration, filing and review fees andexpenses including reasonable fees and disbursements of counsel for theEligible Holders in connection with such registration, filing and review,(b) all fees and expenses in connection with the qualification of theSecurities for offering and sale under the State securities and blue sky lawsreferred to in Section 3(d)(xii) and determination of their eligibilityfor investment under the laws of such jurisdictions as the Electing Holders maydesignate, including any reasonable fees and disbursements of counsel for theElecting Holders in connection with such qualification and determination,(c) all expenses relating to the preparation, printing, production,distribution and reproduction of each registration statement required to befiled hereunder, each prospectus included therein or prepared for distributionpursuant hereto, each amendment or supplement to the foregoing, the expenses ofpreparing the Securities for delivery and the expenses of printing or producingany selling agreements and blue sky or legal investment memoranda and all otherdocuments in connection with the offering, sale or delivery of Securities to bedisposed of (including certificates representing the Securities),(d) messenger, telephone and delivery expenses relating to the offering,sale or delivery of Securities and the preparation of documents referred inclause (c) above, (e) fees and expenses of the Trustee under theIndenture, any agent of the Trustee and any counsel for the Trustee and of anycollateral agent or custodian, (f) internal expenses (including allsalaries and expenses of the Issuer’s officers and employees performing legalor accounting duties), (g) reasonable fees, disbursements and expenses ofcounsel and independent certified public accountants of the Issuer,(h) reasonable fees, disbursements and expenses of one counsel for theElecting Holders retained in connection with a Shelf Registration, as selectedby the Electing Holders of at least a majority in aggregate principal amount ofthe Registrable Securities held by Electing Holders (which counsel shall bereasonably satisfactory to the Issuer), (i) any fees charged by securitiesrating services for rating the Securities, and (j) fees, expenses anddisbursements of any other persons, including special experts, retained by theIssuer in connection with such registration (collectively, the “*Registration Expenses*”). To the extent that any RegistrationExpenses are incurred, assumed or paid by any holder of Registrable Securities,the Issuer shall reimburse such person for the full amount of the RegistrationExpenses so incurred, assumed or paid promptly after receipt of a request therefor.Notwithstanding the foregoing, the holders of the Registrable Securities beingregistered shall pay all agency fees and commissions and underwriting discountsand commissions, if any, and transfer taxes, if any, attributable to the saleof such Registrable Securities and the fees and disbursements of any counsel orother advisors or experts retained by such holders (severally or jointly),other than the counsel and experts specifically referred to above.

 

16

----

 

# 5.             *Representations andWarranties*.

#  

The Issuer andeach Guarantor, jointly and severally, represent and warrant to, and agreewith, each Purchaser and each of the holders from time to time of RegistrableSecurities that:

 

(a)           Eachregistration statement covering Registrable Securities and each prospectus(including any preliminary or summary prospectus) contained therein orfurnished pursuant to Section 3(c) or Section 3(d) and any further amendmentsor supplements to any such registration statement or prospectus, when itbecomes effective or is filed with the Commission, as the case may be, willconform in all material respects to the requirements of the Securities Act andthe Trust Indenture Act and will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading; and at all timessubsequent to the Effective Time when a prospectus would be required to bedelivered under the Securities Act, other than from (i) such time as anotice has been given to holders of Registrable Securities pursuant to Section 3(c)(iii)(G)or Section 3(d)(viii)(G) until (ii) such time as the Issuer furnishesan amended or supplemented prospectus pursuant to Section 3(c)(iv) orSection 3(e), each such registration statement, and each prospectus(including any summary prospectus) contained therein or furnished pursuant toSection 3(c) or Section 3(d), as then amended or supplemented, willconform in all material respects to the requirements of the Securities Act andthe Trust Indenture Act and will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in the light of thecircumstances then existing; *provided*, *however*, that this representation and warranty shall notapply to any statements or omissions made in reliance upon and in conformitywith information furnished in writing to the Issuer by a holder of RegistrableSecurities expressly for use therein.

 

(b)           Anydocuments incorporated by reference in any prospectus referred to inSection 5(a), when they become or became effective or are or were filedwith the Commission, as the case may be, will conform or conformed in allmaterial respects to the requirements of the Securities Act or the ExchangeAct, as applicable, and none of such documents will contain or contained anuntrue statement of a material fact or will omit or omitted to state a materialfact required to be stated therein or necessary to make the statements thereinnot 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 the Issuer by a holder of Registrable Securities expressly for usetherein.

 

(c)           Thecompliance by the Issuer with all of the provisions of this Agreement and theconsummation of the transactions herein contemplated will not (i) conflictwith or result in a breach or violation of any of the terms or provisions of,or constitute a default under, any indenture, mortgage, deed of trust, loanagreement or other agreement or instrument to which the Issuer or any of itssubsidiaries is a party or by which the Issuer or any of its subsidiaries isbound or to which any of the property or assets of the Issuer or any of its subsidiariesis subject, (ii) result in any violation of the provisions of the 

 

17

----

 

certificate of incorporation, as amended, or the by-laws or othergoverning documents, as applicable, of the Issuer****orthe Guarantors or (iii)  result in any violation of any statute or anyorder, rule or regulation of any court or governmental agency or body havingjurisdiction over the Issuer or any of its subsidiaries or any of theirrespective properties, except in the case of (i) and (iii) above, for suchconflicts, breaches or defaults as would not reasonably be expected to resultin a material adverse effect on the business, properties, condition (financialor otherwise), results of operations or prospects of the Issuer and itssubsidiaries, taken as whole (a “*Material Adverse Effect*”);and no consent, approval, authorization, order, registration or qualificationof or with any such court or governmental agency or body is required for theconsummation by the Issuer and the Guarantors of the transactions contemplatedby this Agreement, except (w) the registration under the Securities Act ofthe Securities and qualification of the Indenture under the Trust IndentureAct, (x) such consents, approvals, authorizations, registrations orqualifications as may be required under state securities or blue sky laws inconnection with the offering and distribution of the Securities, (y) suchconsents, approvals, authorizations, registrations or qualifications that havebeen obtained and are in full force and effect as of the date hereof and(z) such consents, approvals, authorizations, registrations orqualifications that the failure to have would not reasonably be expected tohave a Material Adverse Effect.

 

(d)           ThisAgreement has been duly authorized, executed and delivered by the Issuer.

 

# 6.             *Indemnification andContribution*.

#  

## (a)           *Indemnification by theIssuer and the Guarantors*. The Issuer and each Guarantor, jointlyand severally, will indemnify and hold harmless each of the holders ofRegistrable Securities included in an Exchange Registration Statement and eachof the Electing Holders of Registrable Securities included in a ShelfRegistration Statement against any losses, claims, damages or liabilities,joint or several, to which such holder or such Electing Holder may becomesubject under the Securities Act or otherwise, insofar as such losses, claims,damages or liabilities (or actions in respect thereof) arise out of or arebased upon an untrue statement or alleged untrue statement of a material factcontained in any Exchange Registration Statement or Shelf RegistrationStatement, as the case may be, under which such Registrable Securities wereregistered under the Securities Act, or any preliminary, final or summaryprospectus (including, without limitation, any “issuer free writing prospectus”as defined in Rule 433) contained therein or furnished by the Issuer toany such holder or such Electing Holder, or any amendment or supplementthereto, or arise out of or are based upon the omission or alleged omission tostate therein a material fact required to be stated therein or necessary tomake the statements therein not misleading, and will reimburse such holder andsuch Electing Holder for any legal or other expenses reasonably incurred bythem in connection with investigating or defending any such action or claim assuch expenses are incurred; *provided*, *however*, that neither the Issuer nor any Guarantor shall beliable to any such person in any such case to the extent that any such loss,claim, damage or liability arises out of or is based upon an untrue statementor alleged untrue statement or omission or alleged omission made in suchregistration statement, or preliminary, final or summary prospectus (including,without limitation, any “issuer free writing prospectus” 

##  

## 18

## 

##  

## as defined inRule 433), or amendment or supplement thereto, in reliance upon and inconformity with written information furnished to the Issuer by such personexpressly for use therein.

##  

## (b)           *Indemnification by theHolders*. Each holder of Securities, severally and not jointly, will(i) indemnify and hold harmless the Issuer, each Guarantor and all otherholders of Registrable Securities, against any losses, claims, damages orliabilities to which the Issuer, each Guarantor or such other holders ofRegistrable Securities may become subject, under the Securities Act orotherwise, insofar as such losses, claims, damages or liabilities (or actionsin respect thereof) arise out of or are based upon an untrue statement oralleged untrue statement of a material fact contained in such registrationstatement, or any preliminary, final or summary prospectus (including, withoutlimitation, any “issuer free writing prospectus” as defined in Rule 433)contained therein or furnished by the Issuer to any such Electing Holder, orany amendment or supplement thereto, or arise out of or are based upon theomission or alleged omission to state therein a material fact required to bestated therein or necessary to make the statements therein not misleading, ineach case to the extent, but only to the extent, that such untrue statement oralleged untrue statement or omission or alleged omission was made in relianceupon and in conformity with written information furnished to the Issuer by suchElecting Holder expressly for use therein, and (ii) reimburse the Issuerand each Guarantor for any legal or other expenses reasonably incurred by theIssuer and each Guarantor in connection with investigating or defending anysuch action or claim as such expenses are incurred; *provided*,*however*, that no such Electing Holdershall be required to undertake liability to any person under this Section 6(b)for any amounts in excess of the dollar amount of the proceeds to be receivedby such Electing Holder from the sale of such Electing Holder’s RegistrableSecurities pursuant to such registration.

##  

## (c)           *Notices of Claims, Etc*.Promptly after receipt by an indemnified party under subsection (a) or (b)above of written notice of the commencement of any action, such indemnifiedparty shall, if a claim in respect thereof is to be made against anindemnifying party pursuant to the indemnification provisions of orcontemplated by this Section 6, notify such indemnifying party in writingof the commencement of such action; but the omission so to notify theindemnifying party shall not relieve it from any liability which it may have toany indemnified party otherwise than under the indemnification provisions of orcontemplated by Section 6(a) or Section 6(b). In case any such actionshall be brought against any indemnified party and it shall notify anindemnifying party of the commencement thereof, such indemnifying party shallbe entitled to participate therein and, to the extent that it shall wish,jointly with any other indemnifying party similarly notified, to assume thedefense thereof, with counsel reasonably satisfactory to such indemnified party(who shall not, except with the consent of the indemnified party, be counsel tothe indemnifying party), and, after notice from the indemnifying party to suchindemnified party of its election so to assume the defense thereof, suchindemnifying party shall not be liable to such indemnified party for any legalexpenses of other counsel or any other expenses, in each case subsequentlyincurred by such indemnified party, in connection with the defense thereofother than reasonable costs of investigation. No indemnifying party shall,without the prior written consent of the indemnified party, effect thesettlement or compromise of, or consent to the entry of any judgment withrespect to, any pending or threatened action or claim in respect of whichindemnification or contribution may be sought hereunder (whether or not theindemnified party is an actual or potential party to such

##  

## 19

## 

##  

## action orclaim) unless such settlement, compromise or judgment (i) includes anunconditional release of the indemnified party from all liability arising outof such action or claim and (ii) does not include a statement as to, or anadmission of, fault, culpability or a failure to act by or on behalf of anyindemnified party.

##  

## (d)           *Contribution*. Iffor any reason the indemnification provisions contemplated by Section 6(a)or Section 6(b) are unavailable to or insufficient to hold harmless anindemnified party in respect of any losses, claims, damages or liabilities (oractions in respect thereof) referred to therein, then each indemnifying partyshall contribute to the amount paid or payable by such indemnified party as aresult of such losses, claims, damages or liabilities (or actions in respectthereof) in such proportion as is appropriate to reflect the relative fault ofthe indemnifying party and the indemnified party in connection with thestatements or omissions which resulted in such losses, claims, damages orliabilities (or actions in respect thereof), as well as any other relevantequitable considerations. The relative fault of such indemnifying party andindemnified party shall be determined by reference to, among other things,whether the untrue or alleged untrue statement of a material fact or omissionor alleged omission to state a material fact relates to information supplied bysuch indemnifying party or by such indemnified party, and the parties’ relativeintent, knowledge, access to information and opportunity to correct or preventsuch statement or omission. The parties hereto agree that it would not be justand equitable if contributions pursuant to this Section 6(d) weredetermined by pro rata allocation (even if the holders were treated as oneentity for such purpose) or by any other method of allocation which does nottake account of the equitable considerations referred to in thisSection 6(d). The amount paid or payable by an indemnified party as a resultof the losses, claims, damages, or liabilities (or actions in respect thereof)referred to above shall be deemed to include any legal or other fees orexpenses reasonably incurred by such indemnified party in connection withinvestigating or defending any such action or claim. Notwithstanding theprovisions of this Section 6(d), no holder shall be required to contributeany amount in excess of the amount by which the dollar amount of the proceedsreceived by such holder from the sale of any Registrable Securities (afterdeducting any fees, discounts and commissions applicable thereto) exceeds theamount of any damages which such holder has otherwise been required to pay byreason of such untrue or alleged untrue statement or omission or allegedomission. No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contributionfrom any person who was not guilty of such fraudulent misrepresentation. Theholders’ obligations in this Section 6(d) to contribute shall be severalin proportion to the principal amount of Registrable Securities registered bythem and not joint.

##  

## (e)           The obligations of the Issuer andeach Guarantor under this Section 6 shall be in addition to any liabilitywhich the Issuer or each Guarantor may otherwise have and shall extend, uponthe same terms and conditions, to each officer, director and partner of eachholder and each person, if any, who controls any holder within the meaning ofthe Securities Act; and the obligations of the holders contemplated by thisSection 6 shall be in addition to any liability which the respectiveholder may otherwise have and shall extend, upon the same terms and conditions,to each officer and director of the Issuer or any Guarantor (including anyperson who, with his consent, is named in any registration statement as aboutto become a director of the

##  

## 20

## 

##  

## Issuer or anyof the Guarantor) and to each person, if any, who controls the Issuer withinthe meaning of the Securities Act.

##  

# 7.             *Underwritten Offerings*.

#  

Each holder ofRegistrable Securities hereby agrees with the Issuer and each other such holderthat no holder of Registrable Securities may participate in any underwrittenoffering hereunder unless (a) the Issuer gives its prior written consentto such underwritten offering, (b) the managing underwriter orunderwriters thereof shall be designated by Electing Holders holding at least amajority in aggregate principal amount of the Registrable Securities to beincluded in such offering, *provided* thatsuch designated managing underwriter or underwriters is or are reasonablyacceptable to the Issuer, (c) each holder of Registrable Securitiesparticipating in such underwritten offering agrees to sell such holder’sRegistrable Securities on the basis provided in any underwriting arrangementsapproved by the persons entitled selecting the managing underwriter or underwritershereunder and (d) each holder of Registrable Securities participating insuch underwritten offering completes and executes all questionnaires, powers ofattorney, indemnities, underwriting agreements and other documents reasonablyrequired under the terms of such underwriting arrangements. Notwithstanding theforegoing, the Issuer shall not be required to effect more than threeunderwritten offerings under this Section 7 and any underwritten offering mustinclude Notes in an aggregate principal amount of at least $67.5 million.

 

# 8.             *Rule 144*.

#  

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

 

# 9.             *Miscellaneous*.

#  

## (a)           *No Inconsistent Agreements*.The Issuer represents, warrants, covenants and agrees that it has not granted,and shall not grant, registration rights with respect to Registrable Securitiesor any other securities which would be inconsistent with the terms contained inthis Agreement.

##  

## (b)           *Specific Performance*.The parties hereto acknowledge that there would be no adequate remedy at law ifthe Issuer fails to perform any of its obligations hereunder and that thePurchasers and the holders from time to time of the Registrable Securities maybe irreparably harmed by any such failure, and accordingly agree that thePurchasers and such holders, in addition to any other remedy to which they maybe entitled at law or in equity, shall be entitled

##  

## 21

## 

##  

## to compelspecific performance of the obligations of the Issuer under this Agreement inaccordance with the terms and conditions of this Agreement, in any court of theUnited States or any State thereof having jurisdiction. Time shall be of theessence in this Agreement.

##  

## (c)           *Notices*. Allnotices, requests, claims, demands, waivers and other communications hereundershall be in writing (including emails) and shall be deemed to have been dulygiven when delivered by hand, if delivered personally, by facsimile, by courieror electronic mail, or three days after being deposited in the mail (registeredor certified mail, postage prepaid, return receipt requested) as follows:  If to the Issuer, to it at 1310 GoshenParkway, P.O. Box 2656, West Chester, Pennsylvania 19380, and if to a holder,to the address of such holder set forth in the security register or otherrecords of the Issuer, or to such other address as the Issuer or any suchholder may have furnished to the other in writing in accordance herewith,except that notices of change of address shall be effective only upon receipt.

##  

## (d)           *Parties in Interest*.All the terms and provisions of this Agreement shall be binding upon, shallinure to the benefit of and shall be enforceable by the parties hereto and theholders from time to time of the Registrable Securities and the respectivesuccessors and assigns of the parties hereto and such holders. In the eventthat any transferee of any holder of Registrable Securities shall acquireRegistrable Securities, in any manner, whether by gift, bequest, purchase,operation of law or otherwise, such transferee shall, without any furtherwriting or action of any kind, be deemed a beneficiary hereof for all purposesand such Registrable Securities shall be held subject to all of the terms ofthis Agreement, and by taking and holding such Registrable Securities suchtransferee shall be entitled to receive the benefits of, and be conclusivelydeemed to have agreed to be bound by all of the applicable terms and provisionsof this Agreement. If the Issuer shall so request, any such successor, assignor transferee shall agree in writing to acquire and hold the Registrable Securitiessubject to all of the applicable terms hereof.

##  

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

##  

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

##  

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

##  

## (h)           *Entire Agreement;Amendments*. This Agreement and the other writings referred to herein(including the Indenture and the form of Securities) or delivered pursuanthereto which form a part hereof contain the entire understanding of the partieswith respect to its subject matter. This Agreement supersedes all prioragreements and understandings between the parties

##  

## 22

## 

##  

## with respectto its subject matter. This Agreement may be amended and the observance of anyterm of this Agreement may be waived (either generally or in a particularinstance and either retroactively or prospectively) only by a writteninstrument duly executed by the Issuer and the holders of at least a majorityin aggregate principal amount of the Registrable Securities at the timeoutstanding. Each holder of any Registrable Securities at the time orthereafter outstanding shall be bound by any amendment or waiver effectedpursuant to this Section 9(h), whether or not any notice, writing ormarking indicating such amendment or waiver appears on such RegistrableSecurities or is delivered to such holder.

##  

## (i)            *Inspection*. Forso long as this Agreement shall be in effect, this Agreement and a completelist of the names and addresses of all the holders of Registrable Securities tothe extent known by the Issuer following reasonable inquiry shall be madeavailable for inspection and copying on any Business Day by any holder ofRegistrable Securities for proper purposes only (which shall include anypurpose related to the rights of the holders of Registrable Securities underthe Securities, the Indenture and this Agreement) at the offices of the Issuerat the address thereof set forth in Section 9(c) and at the office of theTrustee under the Indenture.

##  

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

##  

## (k)           *Severability.*Ifany provision of this Agreement, or the application thereof in any circumstance,is held to be invalid, illegal or unenforceable in any respect for any reason,the validity, legality and enforceability of such provision in every otherrespect and of the remaining provisions contained in this Agreement shall notbe affected or impaired thereby.

##  

## 23

## 

##  

If theforegoing is in accordance with your understanding, please sign and return tous one for Varietal, the Company and the Guarantors and each of theRepresentatives plus one for each counsel counterparts hereof, and upon theacceptance hereof by you, on behalf of each of the Purchasers, this letter andsuch acceptance hereof shall constitute a binding agreement between each of thePurchasers, the Guarantors, the Company and Varietal. It is understood thatyour acceptance of this letter on behalf of each of the Purchasers is pursuantto the authority set forth in a form of Agreement among Purchasers, the form ofwhich shall be submitted to the Issuer for examination upon request, butwithout warranty on your part as to the authority of the signers thereof.

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

 

24

----

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

 

25

----

 

 
| 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.)                                                                                           |   |
|                                                                                                                      |  |  |

 

----

 

**Exhibit A**

 

CDRV INVESTORS, INC.

 

INSTRUCTION TO DTC PARTICIPANTS

 

*[Date]*

 

**URGENT —IMMEDIATE ATTENTION REQUESTED**

 

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

 

The DepositoryTrust Company (“*DTC*”) has identified you as a DTCParticipant through which beneficial interests in the VWR Funding, Inc.(formerly known as CDRV Investors,Inc.) (the “*Issuer*”)10.25%/11.25% Senior Notes due 2015 (the “*Securities*”)are held.

 

The Issuer isin the process of registering the Securities under the Securities Act of 1933for resale by the beneficial owners thereof. In order to have their Securitiesincluded in the registration statement, beneficial owners must complete andreturn the enclosed Notice of Registration Statement and Selling SecurityholderQuestionnaire.

 

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

 

----

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

 

A-1

----

 

CDRVINVESTORS, INC.

 

Notice ofRegistration StatementandSelling Securityholder Questionnaire

 

[               ]

 

Reference ishereby made to the Exchange and Registration Rights Agreement (the “*Exchange and Registration Rights Agreement*”) between VWRFunding, Inc. (formerly known as CDRVInvestors, Inc.) (the “*Issuer*”) andthe Purchasers named therein. Pursuant to the Exchange and Registration RightsAgreement, the Issuer has filed or will file with the United States Securitiesand Exchange Commission (the “*Commission*”) aregistration statement on Form [    ] (the “*Shelf Registration Statement*”) for the registration andresale under Rule 415 of the Securities Act of 1933, as amended (the “*Securities Act*”), of the Issuer’s 10.25%/11.25% SeniorNotes due 2015 (the “*Securities*”). Acopy of the Exchange and Registration Rights Agreement has been filed as anexhibit to the Shelf Registration Statement and can be obtained from theCommission’s website at www.sec.gov. All capitalized terms not otherwisedefined herein shall have the meanings ascribed thereto in the Exchange andRegistration Rights Agreement.

 

Eachbeneficial owner of Registrable Securities (as defined below) is entitled tohave the Registrable Securities beneficially owned by it included in the ShelfRegistration Statement. In order to have Registrable Securities included in theShelf Registration Statement, this Notice of Registration Statement and SellingSecurityholder Questionnaire (“*Notice and Questionnaire*”)must be completed, executed and delivered to the Issuer’s counsel at theaddress set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficialowners of Registrable Securities who do not properly complete, execute and returnthis Notice and Questionnaire by such date (i) will not be named asselling securityholders in the Shelf Registration Statement and (ii) maynot use the Prospectus forming a part thereof for resales of RegistrableSecurities.

 

Certain legalconsequences arise from being named as a selling securityholder in the ShelfRegistration Statement and related Prospectus. Accordingly, holders andbeneficial owners of Registrable Securities are advised to consult their ownsecurities law counsel regarding the consequences of being named or not beingnamed as a selling securityholder in the Shelf Registration Statement andrelated Prospectus.

 

The term “*Registrable Securities*” is defined in the Exchange andRegistration Rights Agreement.

 

A-2

----

 

ELECTION

 

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

 

Pursuant tothe Exchange and Registration Rights Agreement, the undersigned has agreed to indemnifyand hold harmless the Issuer, its officers who sign any Shelf Registration Statement,and each person, if any, who controls the Issuer within the meaning of eitherSection 15 of the Securities Act or Section 20 of the Exchange Act of1934, as amended (the “*Exchange Act*”),against certain loses arising out of an untrue statement, or the alleged untruestatement, of a material fact in the Shelf Registration Statement or therelated prospectus or the omission, or alleged omission, to state a materialfact required to be stated in such Shelf Registration Statement or the relatedprospectus, but only to the extent such untrue statement or omission, oralleged untrue statement or omission, was made in reliance on and in conformitywith the information provided in this Notice and Questionnaire.

 

Upon any saleof Registrable Securities pursuant to the Shelf Registration Statement, theSelling Securityholder will be required to deliver to the Issuer and Trusteethe Notice of Transfer set forth in Appendix A to the Prospectus and asExhibit B to the Exchange and Registration Rights Agreement.

 

The SellingSecurityholder hereby provides the following information to the Issuer and representsand warrants that such information is accurate and complete:

 

A-3

----

 

QUESTIONNAIRE

 

(1)                                  (a)                                  Fulllegal name of Selling Securityholder:

 

 

(b)                                 Fulllegal name of registered Holder (if not the same as in (a) above) of RegistrableSecurities listed in Item (3) below:

 

 

(c)                                  Fulllegal name of DTC Participant (if applicable and if not the same as (b) above)through which Registrable Securities listed in Item (3) below are held:

 

 

(2)                                  Address for noticesto Selling Securityholder:

 

 

 

 

Telephone:            

Fax:         

Contact Person:    

E-mail for Contact Person:  

 

(3)                                  BeneficialOwnership of Securities:

 

*Except as set forth below in thisItem (3), the undersigned does not beneficially own any Securities.*

 

(a)                                  Principalamount of Registrable Securities beneficially owned:   CUSIP No(s). of such Registrable Securities:  

 

(b)                                 Principalamount of Securities other than Registrable Securities beneficially owned:CUSIP No(s). of such other Securities:            

 

(c)                                  Principalamount of Registrable Securities that the undersigned wishes to be included inthe Shelf Registration Statement:                CUSIP No(s). of such Registrable Securities to be included in the ShelfRegistration Statement:         

 

(4)                                  BeneficialOwnership of Other Securities of the Issuer:

 

*Except as set forth below in thisItem (4), the undersigned Selling Securityholder is not the beneficial orregistered owner of any other securities of the Issuer, other than the Securitieslisted above in Item (3).*

 

A-4

----

 

State any exceptions here:

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

 

*If the Selling Securityholder is not anentity that is required to file reports with the Commission pursuant toSection 13 or 15(d) of the Exchange Act (a “Reporting Company”), then theSelling Securityholder must disclose the name of the natural person(s) whoexercise sole or shared dispositive powers with respect to the Securities. SellingSecurityholders should disclose the beneficial holders, not nominee holders orother such others of record. In addition, the Commission has provided guidancethat Rule 13d-3 of the Securities Exchange Act of 1934 should be used byanalogy when determining the person or persons sharing voting and/ordispositive powers with respect to the Securities.*

 

(a)                                  Isthe holder a Reporting Company?

 

Yes                                                                                                                                                                          No

 

*If “No,” please answer Item (5)(b).*

 

(b)                                 Listbelow the individual or individuals who exercise dispositive powers withrespect to the Securities:

 

***Please note that the names of the personslisted in (b) above will be included in the Shelf Registration Statement andrelated Prospectus.***

 

(6)                                  Relationshipswith the Issuer:

 

*Except as set forth below, neither theSelling Securityholder nor any of its affiliates, officers, directors orprincipal equity holders (5% or more) has held any position or office or hashad any other material relationship with the Issuer (or its predecessors or affiliates)during the past three years.*

 

State any exceptions here:

 

 

 

 

A-5

----

 

(7)                                  Planof Distribution:

 

*Except as set forth below, the undersignedSelling Securityholder intends to distribute the Registrable Securities listedabove in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly bythe undersigned Selling Securityholder. Such Registrable Securities may be soldin one or more transactions at fixed prices, at prevailing market prices at thetime of sale, at varying prices determined at the time of sale, or atnegotiated prices. Such sales may be effected in transactions (which mayinvolve crosses or block transactions) (i) on any national securities exchangeor quotation service on which the Registered Securities may be listed or quotedat the time of sale, (ii) in the over-the-counter market, (iii) in transactionsotherwise than on such exchanges or services or in the over-the-counter market,or (iv) through the writing of options. In connection with sales of theRegistrable Securities or otherwise, the Selling Securityholder may enter intohedging transactions with broker-dealers, which may in turn engage in shortsales of the Registrable Securities in the course of hedging the positions theyassume. The Selling Securityholder may also sell Registrable Securities shortand deliver Registrable Securities to close out such short positions, or loanor pledge Registrable Securities to broker-dealers that in turn may sell suchsecurities.*

 

State any exceptions here:

 

 

 

 

*Note: In no event may such method(s) of distribution take the form of anunderwritten offering of Registrable Securities without the prior writtenagreement of the Issuer.*

 

(8)                                  Broker-Dealers:

 

*The Commission requires that all SellingSecurityholders that are registered broker-dealers or affiliates of registeredbroker-dealers be so identified in the Shelf Registration Statement. In addition,the Commission requires that all Selling Securityholders that are registeredbroker-dealers be named as underwriters in the Shelf Registration Statement andrelated Prospectus, even if they did not receive the Registrable Securities ascompensation for underwriting activities.*

 

(a)                                  Statewhether the undersigned Selling Securityholder is a registered broker-dealer:

 

Yes                                                                                                                                                                          No

 

A-6

----

 

(b)                                 Ifthe answer to (a) is “Yes,” you must answer (i) and (ii) below, and (iii) belowif applicable. ***Your answers to (i) and (ii) below, and(iii) below if applicable, will be included in the Shelf Registration Statementand related Prospectus.***

 

(i)                                     Werethe Securities acquired as compensation for underwriting activities?

 

Yes                                                                                                                                                                          No

 

If you answered “Yes,” please provide a briefdescription of the transaction(s) in which the Securities were acquired ascompensation:

 

 

 

(ii)                                  Werethe Securities acquired for investment purposes?

 

Yes                                                                                                                                                                          No

 

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

 

 

 

(c)                                  Statewhether the undersigned Selling Securityholder is an affiliate of a registeredbroker-dealer and, if so, list the name(s) of the broker-dealer affiliate(s):

 

Yes                                                                                                                                                                          No

 

 

 

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

 

(i)                                     Didthe undersigned Selling Securityholder purchase Registrable Securities in theordinary course of business?

 

Yes                                                                                                                                                                          No

 

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

 

 

 

 

A-7

----

 

(ii)                                  Atthe time of the purchase of the Registrable Securities, did the undersignedSelling Securityholder have any agreements, understandings or arrangements,directly or indirectly, with any person to dispose of or distribute theRegistrable Securities?

 

Yes                                                                                                                                                                          No

 

If the answer is “Yes” to question (d)(ii),provide a brief explanation of such agreements, understandings or arrangements:

 

 

 

 

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

 

(9)                                  Hedgingand short sales:

 

(a)                                  Statewhether the undersigned Selling Securityholder has or will enter into “hedgingtransactions” with respect to the Registrable Securities:

 

Yes                                                                                                                                                                          No

 

If “Yes,” provide below a completedescription of the hedging transactions into which the undersigned SellingSecurityholder has entered or will enter and the purpose of such hedging transactions,including the extent to which such hedging transactions remain in place:

 

 

 

(b)                                 Setforth below is Interpretation A.65 of the Commission’s July 1997 Manual ofPublicly Available Interpretations regarding short selling:

 

*“An issuer filed a Form S-3 registrationstatement for a secondary offering of common stock which is not yet effective. Oneof the selling shareholders wanted to do a short sale of common stock “againstthe box” and cover the short sale with registered shares after the effectivedate. The issuer was advised that the short sale could not be made before theregistration statement becomes effective, because the shares underlying theshort sale are deemed to be sold at the time such sale is made. There would,therefore, be a violation of Section 5 if the shares were effectively soldprior to the effective date.”*

 

By returning this Notice and Questionnaire,the undersigned Selling Securityholder will be deemed to be aware of theforegoing interpretation.

 

A-8

----

 

*              *              *              *              *

 

By signingbelow, the Selling Securityholder acknowledges that it understands itsobligation to comply, and agrees that it will comply, with the provisions ofthe Exchange Act, particularly Regulation M (or any successor rule orregulation).

 

The SellingSecurityholder hereby acknowledges its obligations under the Exchange and RegistrationRights Agreement to indemnify and hold harmless the Issuer and certain other personsas set forth in the Exchange and Registration Rights Agreement.

 

In the eventthat the Selling Securityholder transfers all or any portion of the RegistrableSecurities listed in Item (3) above after the date on which suchinformation is provided to the Issuer, the Selling Securityholder agrees tonotify the transferee(s) at the time of the transfer of its rights andobligations under this Notice and Questionnaire and the Exchange andRegistration Rights Agreement.

 

By signingbelow, the Selling Securityholder consents to the disclosure of the informationcontained herein in its answers to Items (1) through (9) above and theinclusion of such information in the Shelf Registration Statement and relatedProspectus. The Selling Securityholder understands that such information willbe relied upon by the Issuer in connection with the preparation of the ShelfRegistration Statement and related Prospectus.

 

In accordancewith the Selling Securityholder’s obligation under Section 3(d) of theExchange and Registration Rights Agreement to provide such information as maybe required by law for inclusion in the Shelf Registration Statement, theSelling Securityholder agrees to promptly notify the Issuer of any inaccuraciesor changes in the information provided herein which may occur subsequent to thedate hereof at any time while the Shelf Registration Statement remains ineffect and to provide such additional information that the Issuer mayreasonably request regarding such Selling Securityholder and the intendedmethod of distribution of Registrable Securities in order to comply with theSecurities Act. Except as otherwise provided in the Exchange and RegistrationRights Agreement, all notices hereunder and pursuant to the Exchange and RegistrationRights Agreement shall be made in writing, by hand-delivery, first-class mail,or air courier guaranteeing overnight delivery as follows:

 

(i)                                     Tothe Issuer:

 

 

 

 

A-9

----

 

(ii)                                  Witha copy to:

 

Once thisNotice and Questionnaire is executed by the Selling Securityholder and receivedby the Issuer’s counsel, the terms of this Notice and Questionnaire, and therepresentations and warranties contained herein, shall be binding on, shallinure to the benefit of and shall be enforceable by the respective successors,heirs, personal representatives, and assigns of the Issuer and the SellingSecurityholder (with respect to the Registrable Securities beneficially ownedby such Selling Securityholder and listed in Item (3) above. This Notice andQuestionnaire shall be governed in all respects by the laws of the State of NewYork.

 

A-10

----

 

IN WITNESSWHEREOF, the undersigned, by authority duly given, has caused this Notice andQuestionnaire to be executed and delivered either in person or by its dulyauthorized agent.

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

 

PLEASE RETURNTHE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE[        ] TO THE ISSUER’S COUNSEL AT:

 

 

 

 

 

A-11

----

 

**Exhibit B**

 

NOTICE OFTRANSFER PURSUANT TO REGISTRATION STATEMENT

 

[Name of Trustee]****c/o [Name of Trustee][Address of Trustee]

 

Attention:  Trust Officer

 

Re:                               CDRV Investors, Inc.(the “*Issuer*”) 10.25%/11.25% Senior Notes due 2015

 

Dear Sirs:

 

Please beadvised that                              has transferred $          aggregate principal amount of the above-referenced Notes pursuant to aneffective Registration Statement on Form [    ] (FileNo. 333-       ) filed by the Issuer.

 

We herebycertify that the prospectus delivery requirements, if any, of the SecuritiesAct of 1933, as amended, have been satisfied and that the above-named beneficialowner of the Notes is named as a “Selling Holder” in the Prospectus dated [        ] or in supplements thereto, and thatthe aggregate principal amount of the Notes transferred are the Notes listed insuch Prospectus opposite such owner’s name.

 

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

 

B-1

----