Exhibit 10.2
EXECUTION COPY
MANAGEMENT SERVICES AGREEMENT
THIS MANAGEMENT SERVICES AGREEMENT (this "Agreement"), effective as of June 29,
2007, is made by and between VWR Funding, Inc., a Delaware corporation (the
"Company"), and Madison Dearborn Partners V-B, L.P., a Delaware limited
partnership (the "Advisor").
WHEREAS, on the terms and subject to the conditions contained in this Agreement,
the Company desires to obtain certain management and consulting services from
the Advisor and the Advisor desires to perform such services for the Company.
NOW, THEREFORE, in consideration of the premises and the respective mutual
agreements, covenants, representations and warranties contained in this
Agreement, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1.
APPOINTMENT OF ADVISOR.
THE COMPANY APPOINTS THE ADVISOR AND THE
ADVISOR ACCEPTS APPOINTMENT ON THE TERMS AND CONDITIONS PROVIDED IN THIS
AGREEMENT AS AN ADVISOR TO THE COMPANY AND ITS SUBSIDIARIES AND ITS DIRECT AND
INDIRECT PARENT COMPANIES (COLLECTIVELY, THE "VWR GROUP"), INCLUDING ANY OTHER
CORPORATIONS OR OTHER ENTITIES HEREAFTER FORMED OR ACQUIRED BY ANY MEMBER OF THE
VWR GROUP TO ENGAGE IN ANY BUSINESS. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THE
ADVISOR IS AN AFFILIATE OF MADISON DEARBORN CAPITAL PARTNERS V-A, L.P., A
DELAWARE LIMITED PARTNERSHIP ("MDCP V-A"), MADISON DEARBORN CAPITAL PARTNERS
V-C, L.P., A DELAWARE LIMITED PARTNERSHIP ("MDCP V-C"), AND MADISON DEARBORN
CAPITAL PARTNERS V EXECUTIVE-A, L.P., A DELAWARE LIMITED PARTNERSHIP ("MDCP
EXECUTIVE" AND, TOGETHER WITH MDCP V-A AND MDCP V-C, THE "SPONSORS"), AND THAT
THE SPONSORS ARE EQUITYHOLDERS IN THE COMPANY'S ULTIMATE PARENT COMPANY,
VARIETAL DISTRIBUTION HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY
("HOLDINGS"). ADDITIONALLY, THE PARTIES EXPRESSLY ACKNOWLEDGE THAT PRINCIPALS OF
THE SPONSORS CURRENTLY SERVE AS MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
(THE "BOARD") AND/OR MEMBERS OF THE BOARD OF DIRECTORS (OR BOARD OF MANAGERS, AS
APPLICABLE) OF THE OTHER COMPANIES IN THE VWR GROUP. IT IS UNDERSTOOD THAT THE
ADVISOR'S RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE INDEPENDENT OF THE
RELATIONSHIP BETWEEN THE COMPANY AND THE SPONSORS AND THE RESPECTIVE BOARDS OF
DIRECTORS (OR MANAGERS, AS APPLICABLE) OF THE COMPANY AND THE OTHER MEMBERS OF
THE VWR GROUP, AND THAT, IN PERFORMING ITS SERVICES HEREUNDER, THE ADVISOR IS
NOT ACTING IN THE CAPACITY OF AN EQUITYHOLDER OF HOLDINGS OR ANY OF ITS
SUBSIDIARIES OR A MEMBER OF THE BOARD OF DIRECTORS (OR MANAGERS, AS APPLICABLE)
OF THE COMPANY OR ANY OTHER MEMBER OF THE VWR GROUP.
2.
BOARD OF DIRECTORS SUPERVISION.
THE ACTIVITIES OF THE ADVISOR TO
BE PERFORMED UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE SUPERVISION OF THE
BOARD AND SUBJECT TO REASONABLE POLICIES NOT INCONSISTENT WITH THE TERMS OF THIS
AGREEMENT ADOPTED BY THE BOARD AND IN EFFECT FROM TIME TO TIME. WHERE NOT
REQUIRED BY APPLICABLE LAW OR REGULATION, THE ADVISOR SHALL NOT REQUIRE THE
PRIOR APPROVAL OF THE BOARD TO PERFORM ITS DUTIES UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE ADVISOR SHALL NOT HAVE THE AUTHORITY TO BIND
THE COMPANY OR ANY OTHER MEMBER OF THE VWR GROUP, AND NOTHING CONTAINED HEREIN
SHALL