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 Investment Holdings Corporation shall hereby become a party to
the Inde
