Exhibit 10.1(c)
SECOND AMENDMENT TO AGREEMENT
AND PLAN OF MERGER
This Second Amendment (this “
Amendment ”), dated as of May 30, 2007, is to the
Agreement and Plan of Merger, dated May 2, 2007, among Varietal
Distribution Holdings, LLC, a Delaware limited liability company
(“ Parent ”), Varietal Distribution Merger Sub,
Inc., a Delaware corporation (“ MergerCo ”), and
CDRV Investors, Inc., a Delaware corporation (the “
Company ”) (as amended by the First Amendment thereto
dated May 7, 2007 and as otherwise amended or modified from time to
time, the “ Merger Agreement ”). Capitalized
terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Merger
Agreement.
WHEREAS, the parties hereto desire to amend the
Merger Agreement pursuant to Section 9.7 thereof as provided
herein.
NOW, THEREFORE, in consideration of the
foregoing, the parties hereto, intending to be legally bound,
hereby agree as follows:
1.
Amendment of Merger Agreement .
(a)
Section 1.6(a) of the Merger Agreement is hereby amended by
deleting such section in its entirety and replacing such section
with the following new Section 1.6(a) :
“(a)
The certificate of incorporation of MergerCo as in effect
immediately prior to the Effective Time shall be the certificate of
incorporation of the Surviving Corporation (except that the name of
the Surviving Corporation shall be “VWR Funding, Inc.”)
until thereafter duly amended in accordance with the terms thereof
and the DGCL.”
(b)
Section 5.1(a) of the Merger Agreement is hereby amended by
deleting clause (ii) thereof in its entirety and replacing such
clause (ii) with the following new clause (ii):
“( ii ) the approvals from the
national competition authorities set forth in item 5 of Schedule
2.3(b) of the Disclosure Letter relating to the Merger shall
have been obtained or the relevant waiting period under the
competition laws of the jurisdictions set forth in such item 5
shall have expired with respect to the Merger, as the case may be,
and”.
(c)
Schedule 2.3(b) of the Disclosure Letter is hereby amended
by deleting item 5 set forth thereon in its entirety and replacing
such item 5 with a new item 5 as follows:
“5.
Approvals from the following national competition authorities are
required with respect to the Merger or the relevant waiting period
is required to have expired with respect to the Merger:
a)
the Bundeskartellamt of the Federal Republic of Germany;
b)
the Servicio de Defensa de la Competencia of the Kingdom of
Spain;
c)
the Competition Authority of the Republic of Ireland;
1
d)
the Bundeswettbewerbsbehörde of Austria and, if required, the
Kartellgericht of Austria; and
e)
the Konkurransetilsynet (Competition Authority) of
Norway.”
(d)
Section 8.1 of the Merger Agreement is hereby amended by
deleting the definition given therein for the term
“Transaction Expenses” in its entirety and replacing
such definition with the following text:
“ Transaction Expenses ”
means ( i ) the fees and expenses of Goldman, Banc of
America and Citigroup Global Markets Inc. (othe
