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Exhibit 10.2
FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, dated December 6,
2006 (this " Amendment "), among CDRV Investors, Inc., a
Delaware corporation (" Investors "), CDRV Investment
Holdings Corporation, a Delaware corporation (" CDRV Investment
Holdings Corporation "), CDRV Holdings, Inc., a Delaware
corporation (" Holdings "), VWR International, Inc., a
Delaware corporation (" VWR "), Clayton, Dubilier &
Rice, Inc., a Delaware corporation (" CD&R "), and
Clayton, Dubilier & Rice Fund VI Limited Partnership, a Cayman
Islands exempted limited partnership (" CD&R Fund VI
").
W I T N E S S E T H:
WHEREAS, Investors, Holdings, VWR, CD&R and CD&R Fund VI
are parties to the Indemnification Agreement, dated as of April 7,
2004 (the " Indemnification Agreement ");
WHEREAS, in connection with the issuance and sale of its Senior
Floating Rate Notes due 2011 and pursuant to the Assignment and
Assumption Agreement, dated the date hereof, between Investors and
CDRV Investment Holdings Corporation, Investors is transferring to
CDRV Investment Holdings Corporation substantially all its assets;
and
WHEREAS, in consideration of such transfer and in accordance
with the terms of the Indemnification Agreement, the parties hereto
wish to add CDRV Investment Holdings Corporation as a party by
amending the Indemnification Agreement as provided in this
Amendment;
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.
CDRV I
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