Exhibit
10.2


 


INDEMNIFICATION
AGREEMENT


 


INDEMNIFICATION
AGREEMENT, dated as of April 7, 2004 (the “Agreement”), among CDRV
Investors, Inc., a Delaware corporation (“Investors”), CDRV Holdings,
Inc., a Delaware corporation and wholly-owned subsidiary of Investors (“Holdings”),
CDRV Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Holdings (“AcquisitionCo”), CDRV Delaware, Inc., a
Delaware corporation and wholly-owned subsidiary of Holdings (“MergerCo”),
Clayton, Dubilier & Rice, Inc., a Delaware corporation (“CD&R”),
and Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands
exempted limited partnership (together with any other investment vehicle
managed by CD&R, the “CD&R Fund”).  Capitalized terms used
herein without definition have the meanings set forth in Section 1 of this
Agreement.


 


recitals


 


A.                                  
The CD&R Fund is
managed by CD&R, and the general partner of the CD&R Fund is Clayton,
Dubilier & Rice Associates VI Limited Partnership, a Cayman Islands
exempted limited partnership (together with any general partner of any other
investment vehicle managed by CD&R, “CD&R Associates”), and the
managing general partner of CD&R Associates is CD&R Investment
Associates VI, Inc., a Cayman Islands exempted company (together with any other
general partner of CD&R Associates, “Associates Inc”).


 


B.                                    
CD&R organized
Investors, Holdings, AcquisitionCo and MergerCo to effect the acquisition of
all of the outstanding capital stock of VWR International Corporation, a
Delaware corporation (the “Company”), and all of the outstanding equity
ownership interests of VWR International Immobilien GmbH, a German private
limited liability company (“Immobilien”), not held directly or
indirectly by the Company (the “Acquisition”) pursuant to the Stock
Purchase Agreement, dated as of February 15, 2004 (as the same may be amended,
amended and restated, waived, modified or supplemented from time to time, the “Stock
Purchase Agreement”), by and among Merck KGaA (“Merck”), Merck
Holding GmbH, VWR International Holding Europe GmbH, EMD Chemicals Inc. and
AcquisitionCo.


 


C.                                    
Concurrently with the
execution and delivery of this Agreement, AcquisitionCo is entering into a
Consulting Agreement, dated as of the date hereof (as the same may be amended,
amended and restated, waived, modified or supplemented from time to time, the “Consulting
Agreement”), by and among Investors, Holdings, AcquisitionCo, MergerCo and
CD&R.


 

















 


D.                                   
In order to finance
the Acquisition and related transactions, Investors is offering, issuing and
selling shares of its common stock, par value $0.01 per share, to CD&R Fund
and certain co-investors and to certain purchasers who are executive officers
or key employees of Investors, Holdings, AcquisitionCo, MergerCo or their
respective Subsidiaries or successors in interest (such transactions, whether
concurrent with or following the consummation of the Acquisition, collectively,
the “Equity Offerings”).


 


E.                                     
In order to finance
the Acquisition and related transactions, AcquisitionCo has entered into a
Credit Agreement, dated as of April     , 2004, by and among
AcquisitionCo, Deutsche Bank AG, New York Branch, as Administrative Agent,
Citicorp North America, Inc. as Syndication Agent, Bank of America, N.A. as
Documentation Agent, and the lenders named therein, providing for borrowing of
up to a maximum principal amount of $740 million (the “Senior Secured
Financing”).


 


F.                                     
In order to finance
the Acquisition and related transactions, AcquisitionCo will issue $200,000,000
aggregate principal amount of its senior notes due 2012 (the “Senior Notes”)
and $320,000,000 aggregate principal amount of its senior subordinated notes
due 2014 (the “Senior Subordinated Notes” and, together with the Senior
Notes, the “Notes”) in an offering to institutional investors pursuant
to Rule 144A under the Securities Act of 1933, as amended (the “Note
Offering”, and, together with the Senior Secured Financing, collectively,
the “Financing”).


 


G.                                    
CD&R has
performed financial, management advisory and other services for AcquisitionCo,
including but not limited to providing assistance in connection with (i)
the preparation, negotation, execution and delivery of the Stock Purchase
Agreement and certain agreements with Merck and its Affiliates related thereto,
including without limitation: (a) certain distribution and supply
agreements, (b) a transition services agreement, (c) an
information services master agreements, (d) an intellectual property
assignment and license agreement; and (e) the additional agreements
described in Section 8.5 of the Stock Purchase Agreement; (ii) the
retention of legal, accounting, insurance, investment banking, financial,
environmental and other advisors and consultants in connection with the
Acquisition; (iii) the preparation, negotiation, execution and delivery
of the commitment, fee and engagement letters, registration rights and purchase
agreements, credit agreements, indentures and indenture supplements,
guarantees, mortgages, pledge agreements and other security agreements,
subscription agreements, stockholders agreements, registration and
participation agreements, exchange agent agreements, and other agreements,
instruments and documents relating to the Financing or the other Transactions;
(iv) the preparation and circulation of information and offering
memoranda and other materials in connection with the Financing; and (v)
the structuring, implementation and consummation of the Acquisition (such
services collectively, the “Acquisition Services”).


 


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H.                                   
The CD&R Fund
will purchase capital stock of Investors pursuant to the Equity Offerings,
becoming the majority stockholder of Investors.


 


I.                                        
Immediately following
the consummation of the Acquisition, (i) the Company will merge with and
into its wholly-owned subsidiary, VWR International, Inc., a Pennsylvania
corporation (“VWR”), with VWR as the surviving corporation, (ii)
AcquisitionCo will then merge with and into VWR, with VWR as the surviving
corporation, (iii) VWR will then contribute its equity ownership
interests in Immobilien to CDRV International Holdings II, Inc., a Delaware
corporation and wholly-owned subsidiary of AcquisitionCo (to be re-named VWR
International Holdings, Inc.) (“International Holdings II”), (iv)
Scientific Holdings Corp., a Delaware corporation and wholly-owned subsidiary
of VWR, will then merge with and into VWR, with VWR as the surviving
corporation, (v) VWR will then contribute all of its equity interests in
its wholly-owned subsidiaries, VWR International Ltd., VWR International S. de
R.L. de C.V. and Servicios Cientificos Especializados S. de R.L. de C.V., to
International Holdings II, (vi) VWR will then contribute its equity
interests in VWR International Europe GmbH to International Holdings II, (vii)
VWR will then merge with and into MergerCo, with MergerCo as the surviving
corporation, and the name of MergerCo will be changed to VWR International,
Inc. upon the consummation of such merger, and (ix) following the
consummation of the Acquisition, certain other intracompany transactions will
then be effected in order to facilitate the financing structure of the Company
and its Subsidiaries (such transactions, collectively, the “Restructuring”).


 


J.                                       
It is contemplated
that AcquisitionCo or its successor in interest will offer (the “Note
Exchange Offer”) to exchange the Notes for substantially identical notes to
be registered on Form S-4 with the Securities and Exchange Commission (the “Commission”).


 


K.                                   
Investors or one or
more of its Subsidiaries from time to time in the future may (i) offer
and sell or cause to be offered and sold equity or debt securities (such
offerings, together with the Note Exchange Offer, collectively, the “Subsequent
Offerings”), including without limitation (a) offerings of shares of
capital stock of Investors, and/or options to purchase such shares to
employees, directors, managers and consultants of and to Investors or any of
its Subsidiaries (any such offering, a “Management Offering”), and (b)
one or more offerings of debt securities for the purpose of refinancing any
indebtedness of Investors or any of its Subsidiaries or for other corporate
purposes, and (ii) repurchase, redeem or otherwise acquire certain
securities of Investors or any of its Subsidiaries (any such repurchase or
redemption, a “Redemption”).


 


L.                                     
The parties hereto
recognize the possibility that claims might be made against and liabilities
incurred by CD&R, the CD&R Fund, CD&R Associates, Associates Inc.
or related Persons or Affiliates under applicable securities laws or otherwise
in connection with the Transactions or the Securities Offerings, or relating to


 


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other actions or omissions of or by members of the
Company Group, or relating to the provision by CD&R of management
consulting, monitoring and financial advisory services to the Company Group,
and the parties hereto accordingly wish to provide for CD&R, the CD&R
Fund, CD&R Associates and Associates Inc. and related Persons and
Affiliates to be indemnified in respect of any such claims and liabilities.


 


M.                                
The parties hereto
recognize that claims might be made against and liabilities incurred by
directors and officers of the Company Group in connection with their acting in
such capacity, and accordingly wish to provide for such directors and officers
to be indemnified to the fullest extent permitted by law in respect of any such
claims and liabilities.


 


NOW, THEREFORE, in
consideration of the foregoing premises, and the mutual agreements and
covenants and provisions herein set forth, the parties hereto hereby agree as
follows:


 


1.                                      
Definitions.


 


(a)                                 
“Affiliate”
means, with respect to any Person, any other Person directly or indirectly
Controlling, Controlled by or under common Control with, such Person.  “Control”
of any Person shall consist of the power to direct the management and policies
of such Person (whether through the ownership of voting securities, by
contract, as trustee or executor, or otherwise) and, without limiting the
foregoing, shall be deemed to exist upon the ownership of securities entitling
the holder thereof to exercise more than 50% of the voting power in the
election of directors of such Person (or other persons performing similar
functions).


 


(b)                                
“Claim” means,
with respect to any Indemnitee, any claim against such Indemnitee involving any
Obligation with respect to which such Indemnitee may be entitled to be defended
and indemnified by any member of the Company Group under this Agreement.


 


(c)                                 
“Company Group”
means, collectively, Investors, Holdings, AcquisitionCo, MergerCo, CDRV
International Holdings I, Inc., a Delaware corporation and wholly-owned
subsidiary of Holdings (to be re-named CDRV International Holdings, Inc.),
International Holdings II, the Company, VWR and any of their respective
Subsidiaries.


 


(d)                                
“Indemnitee”
means each of CD&R, the CD&R Fund, CD&R Associates, Associates
Inc., their respective successors and assigns, and the respective directors,
officers, partners, members, employees, agents, advisors, representatives and
controlling persons (within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”)) of each of them and each other person
who is or becomes a director or an officer


 


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of any member of the Company Group, in each case
irrespective of the capacity in which such person acts.


 


(e)                                 
“Obligations”
means, collectively, any and all claims, obligations, liabilities, causes of
actions, actions, suits, proceedings, investigations, judgments, decrees,
losses, damages, fees, costs and expenses (including without limitation
interest, penalties and fees and disbursements of attorneys, accountants,
investment bankers and other professional advisors), in each case whether
incurred, arising or existing with respect to third parties or otherwise at any
time or from time to time.


 


(f)                                   
“Person” means
an individual, corporation, partnership, trust or other entity, including a
governmental or political subdivision or an agency or instrumentality thereof.


 


(g)                                
“Related Document”
means any agreement, certificate, instrument or other document to which any
member of the Company Group may be a party or by which it or any of its
properties or assets may be bound or affected from time to time relating in any
way to the Transactions or any Securities Offering or any of the transactions
contemplated thereby, including without limitation, in each case as the same
may be amended, modified, waived or supplemented from time to time, (i)
any registration statement filed by or on behalf of any member of the Company
Group with the Commission in connection with the Transactions or any Securities
Offering, including all exhibits, financial statements and schedules appended
thereto, and any submissions to the Commission in connection therewith, (ii)
any prospectus, preliminary or otherwise, included in such registration
statements or otherwise filed by or on behalf of any member of the Company
Group in connection with the Transactions or any Securities Offering or used to
offer or confirm sales of their respective securities in any Securities
Offering, (iii) any private placement or offering memorandum or
circular, information statement or other information or materials distributed
by or on behalf of any member of the Company Group or any placement agent or
underwriter in connection with the Transactions or any Securities Offering, (iv)
any federal, state or foreign securities law or other governmental or
regulatory filings or applications made in connection with any Securities
Offering, the Transactions or any of the transactions contemplated thereby, (v)
any dealer-manager, underwriting, subscription, purchase, stockholders, option
or registration rights agreement or plan entered into or adopted by any member
of the Company Group in connection with any Securities Offering, (vi)
any purchase, repurchase, redemption or other agreement entered into by any
member of the Company Group in connection with any Redemption, or (vii)
any quarterly, annual or current reports or other filing filed, furnished or
supplementally provided by any member of the Company Group with or to the
Commission, including all exhibits, financial statements and schedules appended
thereto, and any submission to the Commission in connection therewith.


 


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(h)                                
“Securities
Offerings” means the Note Exchange Offer, any Equity Offerings, any
Management Offering, any Redemption and any Subsequent Offering.


 


(i)                                    
“Subsidiary”
means each corporation or other Person in which a Person owns or Controls,
directly or indirectly, capital stock or other equity interests representing
more than 50% of the outstanding voting stock or other equity interests.


 


(j)                                    
“Transactions”
means the Acquisition, the Equity Offerings, the Financing, the Restructuring
and any other transactions contemplated by Section 2(b) of the Consulting
Agreement.


 


2.                                      
Indemnification.


 


(a)                                 
Each of Investors,
Holdings, AcquisitionCo and MergerCo (each an “Indemnifying Party” and
collectively, the “Indemnifying Parties”), jointly and severally, agrees
to indemnify, defend and hold harmless each Indemnitee:


 


(i)                                    
from and against any
and all Obligations, whether incurred with respect to third parties or
otherwise, in any way resulting from, arising out of or in connection with,
based upon or relating to (A) the Securities Act, the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or any other
applicable securities or other laws, in connection with any Securities
Offering, the Financing, any Related Document or any of the transactions
contemplated thereby, (B) any other action or failure to act of any
member of the Company Group or any of their predecessors, whether such action
or failure has occurred or is yet to occur or (C) except to the extent
that any such Obligation is found in a final judgment by a court of competent
jurisdiction to have resulted from the gross negligence or intentional
misconduct of CD&R, the performance by CD&R of management consulting,
monitoring, financial advisory or other services for any member of the Company
Group (whether performed prior to the date hereof, hereafter, pursuant to the
Consulting Agreement or otherwise); and


 


(ii)                                 
to the fullest extent
permitted by applicable law, from and against any and all Obligations in any
way resulting from, arising out of or in connection with, based upon or
relating to (A) the fact that such Indemnitee is or was a director or an
officer of any member of the Company Group or is or was serving at the request
of such corporation as a director, officer, employee or agent of or advisor or
consultant to another corporation, partnership, joint venture, trust or other
enterprise or (B) any breach or alleged breach by such Indemnitee of his
or her fiduciary duty as a director or an officer of any member of the Company
Group;


 


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in each case including but not limited to any and all
fees, costs and expenses (including without limitation fees and disbursements
of attorneys and other professional advisers) incurred by or on behalf of any
Indemnitee in asserting, exercising or enforcing any of its rights, powers,
privileges or remedies in respect of this Agreement or the Consulting
Agreement.


 


(b)                                
Without in any way
limiting the foregoing Section 2(a), each of the Indemnifying Parties agrees,
jointly and severally, to indemnify, defend and hold harmless each Indemnitee
from and against any and all Obligations resulting from, arising out of or in
connection with, based upon or relating to liabilities under the Securities
Act, the Exchange Act or any other applicable securities or other laws, rules
or regulations in connection with (i) the inaccuracy or breach of or
default under any representation, warranty, covenant or agreement in any
Related Document, (ii) any untrue statement or alleged untrue statement
of a material fact contained in any Related Document or (iii) any
omission or alleged omission to state in any Related Document a material fact
required to be stated therein or necessary to make the statements therein not
misleading.  Notwithstanding the foregoing, the Indemnifying Parties shall
not be obligated to indemnify such Indemnitee from and against any such
Obligation to the extent that such Obligation arises out of or is based upon an
untrue statement or omission made in such Related Document in reliance upon and
in conformity with written information furnished to Investors, Holdings,
AcquisitionCo or MergerCo, as the case may be, in an instrument duly executed
by such Indemnitee and specifically stating that it is for use in the
preparation of such Related Document.


 


(c)                                 
Notwithstanding
anything in this Section 2 to the contrary, none of Holdings, AcquisitionCo,
MergerCo or any of their respective subsidiaries shall be liable for (i)
any Obligation resulting from, arising out of or in connection with any
Transaction solely involving Investors or any of its subsidiaries, other than
Holdings, AcquisitionCo, MergerCo or any of their respective subsidiaries
(including any such Obligation in connection with (a) the inaccuracy or
breach of or default under any representation, warranty, covenant or agreement
in any Related Document in respect of any such Transaction, (b) any
untrue statement or alleged untrue statement of a material fact in any such
Related Document or (c) any omission or alleged omission to state in any
such Related Document a material fact required to be stated therein or
necessary to make the statements therein not misleading) and (ii) more
than its reasonably proportional share, as determined by CD&R in its
reasonable discretion, of any Obligation resulting from, arising out of or in
connection with any Transaction involving any subsidiaries of Investors, other
than Holdings, AcquisitionCo, MergerCo or any of their respective subsidiaries,
on the one hand, and Holdings, AcquisitionCo, MergerCo or any of their
respective subsidiaries, on the other hand (including any such Obligation in
connection with (a) the inaccuracy or breach of or default under any representation,
warranty, covenant or agreement in any Related Document in respect of any such
Transaction, (b) any untrue statement or alleged untrue statement of a
material fact in any such Related


 


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Document or (c) any omission or alleged
omission to state in any such Related Document a material fact required to be
stated therein or necessary to make the statements therein not
misleading).  Investors and its subsidiaries (other than Holdings,
AcquisitionCo, MergerCo and their respective subsidiaries) shall be liable for
any Obligation or portion thereof that none of Holdings, AcquisitionCo,
MergerCo or any of their respective subsidiaries is obligated to pay because of
the provisions of the foregoing sentence.


 


3.                                      
Contribution.


 


(a)                                 
Except to the extent
that Section 3(b) is applicable, if for any reason the indemnity provided for
in Section 2(a) is unavailable or is insufficient to hold harmless any
Indemnitee from any of the Obligations covered by such indemnity, then the
Indemnifying Parties, jointly and severally, shall contribute to the amount
paid or payable by such Indemnitee as a result of such Obligation in such
proportion as is appropriate to reflect (i) the relative fault of each
member of the Company Group, on the one hand, and such Indemnitee, on the
other, in connection with the state of facts giving rise to such Obligation, (ii)
if such Obligation results from, arises out of, is based upon or relates to the
Transactions or any Securities Offering, the relative benefits received by each
member of the Company Group, on the one hand, and such Indemnitee, on the
other, from such Transaction or Securities Offering and (iii) if required
by applicable law, any other relevant equitable considerations.


 


(b)                                
If for any reason the
indemnity specifically provided for in Section 2(b) is unavailable or is
insufficient to hold harmless any Indemnitee from any of the Obligations
covered by such indemnity, then the Indemnifying Parties, jointly and
severally, shall contribute to the amount paid or payable by such Indemnitee as
a result of such Obligation in such proportion as is appropriate to reflect (i)
the relative fault of each of the members of the Company Group, on the one
hand, and such Indemnitee, on the other, in connection with the information
contained in or omitted from any Related Document, which inclusion or omission
resulted in the inaccuracy or breach of or default under any representation,
warranty, covenant or agreement therein, or which information is or is alleged
to be untrue, required to be stated therein or necessary to make the statements
therein not misleading, (ii) the relative benefits received by the
members of the Company Group, on the one hand, and such Indemnitee, on the
other, from such Transaction or Securities Offering and (iii) if
required by applicable law, any other relevant equitable considerations.


 


(c)                                 
For purposes of
Section 3(a), the relative fault of each member of the Company Group, on the
one hand, and of the Indemnitee, on the other, shall be determined by reference
to, among other things, their respective relative intent, knowledge, access to
information and opportunity to correct the state of facts giving rise to such
Obligation.  For purposes of Section 3(b), the relative fault of each of
the members of the Company Group, on the one hand, and of the Indemnitee, on
the other,


 


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shall be determined by reference to, among other
things, (i) whether the included or omitted information relates to
information supplied by the members of the Company Group, on the one hand, or
by such Indemnitee, on the other, and (ii) their respective relative
intent, knowledge, access to information and opportunity to correct such
inaccuracy, breach, default, untrue or alleged untrue statement, or omission or
alleged omission.  For purposes of Section 3(a) or 3(b), the relative
benefits received by each member of the Company Group, on the one hand, and the
Indemnitee, on the other, shall be determined by weighing the direct monetary
proceeds to the Company Group, on the one hand, and such Indemnitee, on the
other, from such Transaction or Securities Offering.


 


(d)                                
The parties hereto
acknowledge and agree that it would not be just and equitable if contributions
pursuant to Section 3(a) or 3(b) were determined by pro rata allocation or by
any other method of allocation that does not take into account the equitable
considerations referred to in such respective Section.  The Indemnifying
Parties shall not be liable under Section 3(a) or 3(b), as applicable, for
contribution to the amount paid or payable by any Indemnitee except to the
extent and under such circumstances any Indemnifying Party would have been
liable to indemnify, defend and hold harmless such Indemnitee under the
corresponding Section 2(a) or 2(b), as applicable, if such indemnity were
enforceable under applicable law.  No Indemnitee shall be entitled to
contribution from any Indemnifying Party with respect to any Obligation covered
by the indemnity specifically provided for in Section 2(b) in the event that
such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
in connection with such Obligation and the Indemnifying Parties are not guilty
of such fraudulent misrepresentation.


 


4.                                      
Indemnification
Procedures.


 


(a)                                 
Whenever any
Indemnitee shall have actual knowledge of the reasonable likelihood of the
assertion of a Claim, CD&R (acting on its own behalf or, if requested by
any such Indemnitee other than itself, on behalf of such Indemnitee) or such
Indemnitee shall notify the appropriate member of the Company Group in writing
of the Claim (the “Notice of Claim”) with reasonable promptness after
such Indemnitee has such knowledge relating to such Claim and has notified
CD&R thereof.  The Notice of Claim shall specify all material facts
known to CD&R (or if given by such Indemnitee, such Indemnitee) that may
give rise to such Claim and the monetary amount or an estimate of the monetary
amount of the Obligation involved if CD&R (or if given by such Indemnitee,
such Indemnitee) has knowledge of such amount or a reasonable basis for making
such an estimate.  The failure of CD&R to give such Notice of Claim
shall not relieve any Indemnifying Party of its respective indemnification
obligations under this Agreement except to the extent that such omission
results in a failure of actual notice to it and it is materially injured as a
result of the failure to give such Notice of Claim.  The Indemnifying
Parties shall, at their expense, undertake the defense of such Claim with


 


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attorneys of their own choosing satisfactory in all
respects to CD&R.  CD&R may participate in such defense with
counsel of CD&R's choosing at the expense of the Indemnifying
Parties.  In the event that none of the Indemnifying Parties undertake the
defense of the Claim within a reasonable time after CD&R has given the
Notice of Claim, or in the event that CD&R shall in good faith determine
that the defense of any claim by the Indemnifying Parties is inadequate or may
conflict with the interest of any Indemnitee, CD&R may, at the expense of
the Indemnifying Parties and after giving notice to the Indemnifying Parties of
such action, undertake the defense of the Claim and compromise or settle the
Claim, all for the account of and at the risk of the Indemnifying
Parties.  In the defense of any Claim, the Indemnifying Parties shall not,
except with the prior written consent of CD&R, consent to entry of any
judgment or enter into any settlement that includes any injunctive or other
non-monetary relief, or that does not include as an unconditional term thereof
the giving by the Person or Persons asserting such Claim to such Indemnitee of
a release from all liability with respect to such Claim.  In each case,
CD&R and each other Indemnitee seeking indemnification hereunder will
cooperate with the Indemnifying Parties, so long as the Indemnifying Parties
are conducting the defense of the Claim, in the preparation for and the
prosecution of the defense of such Claim, including making available evidence
within the control of CD&R or such Indemnitee, as the case may be, and
persons needed as witnesses who are employed by CD&R or such Indemnitee, as
the case may be, in each case as reasonably needed for such defense and at
cost, which cost, to the extent reasonably incurred, shall be paid by the
Indemnifying Parties.


 


(b)                                
The Indemnifying
Parties hereby agree to advance costs and expenses, including attorney's fees,
incurred by CD&R (acting on its own behalf or, if requested by any such
Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee
in defending any Claim in advance of the final disposition of such Claim upon
receipt of an undertaking by or on behalf of CD&R or such Indemnitee to
repay amounts so advanced if it shall ultimately be determined that CD&R or
such Indemnitee is not entitled to be indemnified by any Indemnifying Party as
authorized by this Agreement.


 


(c)                                 
CD&R shall notify
the Indemnifying Parties in writing of the amount of any Claim actually paid by
CD&R (the “Notice of Payment”).  The amount of any Claim
actually paid by CD&R shall bear simple interest at the rate equal to The
Chase Manhattan Bank prime rate as of the date of such payment plus 2% per
annum, from the date any Indemnifying Party receives the Notice of Payment to
the date on which any Indemnifying Party shall repay the amount of such Claim
plus interest thereon to CD&R.


 


5.                                      
Certain Covenants.  Investors agrees to cause
Holdings, AcquisitionCo and MergerCo to perform their respective obligations
under this Agreement.  The rights of each Indemnitee to be indemnified
under any other agreement, document, certificate or instrument or applicable
law are independent of and in addition to any rights of such Indemnitee to be
indemnified under this Agreement.  The rights of each Indemnitee and


 


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the obligations of each Indemnifying Party hereunder
shall remain in full force and effect regardless of any investigation made by
or on behalf of such Indemnitee.  Following its merger with VWR, MergerCo,
as the surviving corporation, shall maintain the State of Delaware as its state
of incorporation and shall implement and maintain in full force and effect any
and all corporate charter and by-law provisions that may be necessary or
appropriate to enable it to carry out its obligations hereunder to the fullest
extent permitted by Delaware corporate law, including without limitation a
provision of its certificate of incorporation eliminating liability of a
director for breach of fiduciary duty to the fullest extent permitted by
Section 102(b)(7) (or any successor section thereto) of the General Corporation
Law of the State of Delaware, as it may be amended from time to time.


 


6.                                      
Notices.  All notices and other communications
hereunder shall be in writing and shall be delivered by certified or registered
mail (first class postage prepaid and return receipt requested), telecopier,
overnight courier or hand delivery, as follows:


 


(a)                                 
if to Investors,
Holdings, AcquisitionCo or MergerCo, to:


 


CDRV Investors, Inc.

1403 Foulk Road, Suite 106 

Wilmington, Delaware 19803

Attention:  President


 


(b)                                
if to CD&R, to:


 


Clayton, Dubilier & Rice, Inc.

375 Park Avenue, 18th Floor

New York, New York 10152

Telephone: (212) 407-5200

Facsimile: (212) 407-5252


 


Attention:  Richard J. Schnall


 


(c)                                 
if to the CD&R
Fund, to:


 


Clayton, Dubilier & Rice Fund VI Limited
Partnership

1403 Foulk Road, Suite 106

Wilmington, Delaware 19803


 


Attention:  General Partner


 


or to such other address or such other person as
Investors, Holdings, AcquisitionCo, MergerCo, or the CD&R Fund, as the case
may be, shall have designated by notice to the other parties hereto.  All
communications hereunder shall be effective upon receipt by the


 


11

















 


party to which they are addressed.  A copy of any
notice or other communication given under this Agreement shall also be given
to:


 


Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Telephone:  (212) 909-6000

Facsimile:  (212) 909-6836


 


Attention: 
Franci J. Blassberg, Esq.


 


7.                                      
Governing Law;
Jurisdiction, Waiver of Jury Trial.  This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the law of the
State of New York, regardless of the law that might be applied under principles
of conflict of laws to the extent such principles would require or permit the
application of the laws of another jurisdiction.  Each of the parties
hereto irrevocably and unconditionally (a) agrees that any legal suit,
action or proceeding brought by any party hereto arising out of or based upon
this Agreement or the transactions contemplated hereby may be brought in any
court of the State of New York or Federal District Court for the Southern
District of New York located in the City, County and State of New York (each, a
“New York Court”), (b) waives, to the fullest extent that it may
effectively do so, any objection that it may now or hereafter have to the
laying of venue of any such proceeding brought in a New York Court, and any
claim that any such action or proceeding brought in a New York Court has been
brought in an inconvenient forum, (c) submits to the non-exclusive
jurisdiction of any New York Court in any suit, action or proceeding and (d)
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
HEREBY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT.  With
respect to clause (d) of the immediately preceding sentence, each of the
parties hereto acknowledges and certifies that (i) no representative,
agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce
the waiver contained therein, (ii) it understands and has considered the
implications of such waiver, (iii) it makes such waiver voluntarily and
(iv) it has been induced to enter into this Agreement by, among other
things, the mutual waivers and certifications contained in this Section 7.


 


8.                                      
Severability.  If any provision or provisions of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby.


 


12

















 


9.                                      
Successors;
Binding Effect. 
Each Indemnifying Party will require any successor (whether direct or indirect,
by purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business and assets of such Indemnifying Party, by
agreement in form and substance satisfactory to CD&R, the CD&R Fund and
their counsel, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that such Indemnifying Party would be
required to perform if no such succession had taken place.  This Agreement
shall be binding upon and inure to the benefit of each party hereto and its
successors and permitted assigns, and each other Indemnitee, but neither this
Agreement nor any right, interest or obligation hereunder shall be assigned,
whether by operation of law or otherwise, by Investors, Holdings, AcquisitionCo
or MergerCo without the prior written consent of CD&R and the CD&R
Fund, provided, that any such assignment in connection with the
Restructuring shall be expressly permitted hereunder and shall not require the
prior written consent of CD&R or the CD&R Fund.


 


10.                                
Miscellaneous.  The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  This Agreement is not
intended to confer any right or remedy hereunder upon any Person other than
each of the parties hereto and their respective successors and permitted
assigns and each other Indemnitee.  No amendment, modification, supplement
or discharge of this Agreement, and no waiver hereunder shall be valid and
binding unless set forth in writing and duly executed by the party or other
Indemnitee against whom enforcement of the amendment, modification, supplement
or discharge is sought.  Neither the waiver by any of the parties hereto
or any other Indemnitee of a breach of or a default under any of the provisions
of this Agreement, nor the failure by any party hereto or any other Indemnitee
on one or more occasions, to enforce any of the provisions of this Agreement or
to exercise any right, powers or privilege hereunder, shall be construed as a
waiver of any other breach or default of a similar nature, or as a waiver of
any provisions hereof, or any rights, powers or privileges hereunder.  The
rights and remedies herein provided are cumulative and are not exclusive of any
rights or remedies that any party or other Indemnitee may otherwise have at law
or in equity or otherwise.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.


 


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13

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement by their authorized
representatives as of the date first above written.


 


	
   

  	
  CDRV INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THERESA A. GORE

  	
   

  
	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CDRV HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE K. JAQUETTE

  	
   

  
	
   

  	
   

  	
  Name: George K. Jaquette

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CDRV ACQUISITION
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE K. JAQUETTE

  	
   

  
	
   

  	
   

  	
  Name: George K. Jaquette

  
	
   

  	
   

  	
  Title:Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CDRV DELAWARE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ GEORGE K. JAQUETTE

  	
   

  
	
   

  	
   

  	
  Name: George K. Jaquette

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
						



 

















 


	
   

  	
  CLAYTON, DUBILIER &
  RICE, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ THERESA A. GORE

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President,
  Treasurer, and Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON, DUBILIER &
  RICE FUND VI

  LIMITED PARTNERSHIP

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  CD&R Associates VI
  Limited Partnership,

  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  CD&R Investment
  Associates VI, Inc., 

  its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ THERESA A. GORE

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Theresa A. Gore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President,
  Treasurer, and

  Assistant Secretary