Exhibit 2.1
Assignment and Assumption
Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT,
dated December 6, 2006 (this “ Agreement ”),
between CDRV Investors, Inc., a Delaware corporation (the “
Assignor ”), and CDRV Investment Holdings Corporation,
a Delaware corporation (the “ Assignee
”).
WHEREAS, the Assignor is the sole
shareholder of the Assignee and the sole shareholder of CDRV
Holdings, Inc., a Delaware corporation (“ Holdings
”);
WHEREAS, the Assignor is the obligor
under the Indenture, dated as of December 16, 2004 (the “
Indenture ”), between the
Assignor and Wells Fargo Bank, National Association, as trustee
(the “ Trustee ”), providing for, among other
things, the 9 5
¤
8 % Senior Discount Notes due 2015 (the “
Senior Discount Notes ”);
WHEREAS, the Assignor wishes to
transfer, convey, assign and deliver (the “ Transfer
”) to the Assignee, and the Assignee wishes to acquire from
the Assignor, substantially all the assets of the Assignor
(including all the common stock of Holdings owned by the Assignor,
but excluding the common stock of the Assignee);
WHEREAS, in consideration of the
Transfer and in accordance with Article V of the Indenture, the
Assignee wishes to assume all the obligations of the Assignor under
the Indenture and the Senior Discount Notes; and
WHEREAS, concurrently with the
execution and delivery of this Agreement, the Assignor, the
Assignee and the Trustee are executing and delivering a
supplemental indenture to the Indenture in accordance with Article
V of the Indenture;
NOW, THEREFORE, for and in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties hereto mutually agree as follows:
1.
Assignment of Assets . The Assignor hereby transfers,
conveys, assigns and delivers to the Assignee, the Assignor’s
entire right, title and interest in and to ( i ) all of the
shares of common stock of Holdings (which represent all of the
shares of
