EQUAL TO $2 MILLION (THE "CONSULTING FEE"),
PAYABLE IN ADVANCE IN EQUAL QUARTERLY INSTALLMENTS ON THE 1ST DAY OF EACH
CALENDAR QUARTER IN EACH YEAR. THE FIRST QUARTERLY INSTALLMENT IS DUE AND
PAYABLE ON JULY 2, 2007. THE PAYMENT BY THE COMPANY OF THE CONSULTING FEE
HEREUNDER IS SUBJECT TO THE APPLICABLE RESTRICTIONS CONTAINED IN THE COMPANY'S
AND ITS SUBSIDIARIES' DEBT FINANCING AGREEMENTS. IF ANY SUCH RESTRICTIONS
PROHIBIT THE PAYMENT OF ANY INSTALLMENT OF THE CONSULTING FEE, SUCH CONSULTING
FEE INSTALLMENT SHALL ACCRUE AND THE COMPANY SHALL MAKE SUCH INSTALLMENT PAYMENT
AS SOON AS IT IS PERMITTED TO DO SO UNDER SUCH RESTRICTIONS, PLUS PAY INTEREST
THEREON FROM THE DUE DATE OF SUCH INSTALLMENT BEFORE GIVING EFFECT TO SUCH
RESTRICTION TO THE DATE OF PAYMENT AT AN INTEREST RATE OF 10% PER ANNUM. IF THE
COMPANY OR OTHER MEMBERS OF THE VWR GROUP ACQUIRE OR ENTER INTO ANY ADDITIONAL
BUSINESS OPERATIONS AFTER THE DATE OF THIS AGREEMENT (EACH, AN "ADDITIONAL
BUSINESS"), THE BOARD (IN ACCORDANCE WITH SECTION 6.6 OF HOLDINGS' LIMITED
LIABILITY COMPANY AGREEMENT)
AND THE ADVISOR WILL, PRIOR TO THE ACQUISITION OR
PRIOR TO ENTERING INTO THE BUSINESS OPERATIONS, IN GOOD FAITH, DETERMINE WHETHER
AND TO WHAT EXTENT THE CONSULTING FEE SHOULD BE INCREASED AS A RESULT THEREOF.
ANY INCREASE WILL BE EVIDENCED BY A WRITTEN SUPPLEMENT TO THIS AGREEMENT SIGNED
BY THE COMPANY AND THE ADVISOR.
(B)
ADDITIONALLY, AFFILIATES OF THE SPONSORS HAVE ENTERED INTO THAT
CERTAIN AGREEMENT AND PLAN OF MERGER (AS AMENDED, THE "MERGER AGREEMENT"), DATED
AS OF MAY 2, 2007, BY AND AMONG HOLDINGS, VARIETAL DISTRIBUTION MERGER SUB,
INC., A DELAWARE CORPORATION AND SUBSIDIARY OF HOLDINGS ("MERGER SUB"), AND THE
COMPANY, PURSUANT TO WHICH, ON THE DATE HEREOF, MERGER SUB HAS OR WILL MERGE
WITH AND INTO THE COMPANY WITH THE COMPANY CONTINUING AS THE SURVIVING
CORPORATION (THE "MERGER TRANSACTION"). FOR SERVICES PERFORMED BY ADVISOR IN
CONNECTION WITH THE ARRANGEMENT OF THE DEBT FINANCING WITH RESPECT TO THE MERGER
TRANSACTION AND RELATED TRANSACTIONS, THE COMPANY HEREBY AGREES TO PAY,
EFFECTIVE UPON THE CLOSING OF THE MERGER TRANSACTION, TO ADVISOR, A TRANSACTION
FEE IN CASH IN THE AMOUNT OF $35.625 MILLION.
3
(C)
AT THE TIME OF ANY EQUITY FINANCING FOR HOLDINGS, THE COMPANY OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES PRIOR TO A PUBLIC OFFERING (AS DEFINED IN
HOLDINGS' LIMITED LIABILITY COMPANY AGREEMENT) THAT OCCURS AFTER THE DATE HEREOF
AND THAT IS PROVIDED BY THE SPONSORS OR THEIR AFFILIATES, THE COMPANY SHALL PAY
TO THE ADVISOR IN CASH A PLACEMENT FEE EQUAL TO TWO AND ONE-HALF PERCENT (2.5%)
OF THE GROSS AMOUNT OF SUCH EQUITY FINANCING PROVIDED BY THE SPONSORS OR THEIR
AFFILIATES.
(D)
ANY PAYMENT PURSUANT TO THIS SECTION 6 SHALL BE MADE IN CASH BY
WIRE TRANSFER(S) OF IMMEDIATELY AVAILABLE FUNDS TO OR AMONG ONE OR MORE ACCOUNTS
AS DESIGNATED FROM TIME TO TIME BY THE ADVISOR TO THE COMPANY IN WRITING. IF ANY
INDIVIDUAL PAYMENT TO THE ADVISOR PURSUANT TO THIS SECTION 6 WOULD BE LESS THAN
$10,000, THEN SUCH PAYMENT SHALL