EX-4.10 3 l92310ex4-10.txt FIFTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT EXHIBIT 4.10 FIFTH AMENDMENT AND CONSENT (this "Amendment") dated as of October 15, 2001 to the Credit Agreement dated as of January 21, 1998 (as previously amended, the "Credit Agreement"), among FISHER SCIENTIFIC INTERNATIONAL INC. (the "Company"), certain Subsidiaries of the Company, the lenders from time to time party thereto (the "Banks"), THE CHASE MANHATTAN BANK, as Administrative Agent, THE CHASE MANHATTAN BANK OF CANADA, as Canadian Administrative Agent, CHASE MANHATTAN INTERNATIONAL LIMITED, as U. K. Administrative Agent, MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent and DLJ CAPITAL FUNDING, INC. as Documentation Agent. A. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement, as amended hereby. B. The Company intends to restructure the ownership of its Foreign Subsidiaries by creating holding companies below Fisher Scientific Worldwide Holdings C.V. ("Fisher C.V.") that will own all of the Equity Interests of Fisher Limited (as defined below) which will act as a holding company for most of the Company's European Subsidiaries by means of a series of transactions pursuant to which, inter alia, (i) the Company will create (a) two unlimited liability companies organized under the laws of Nova Scotia (the "ULCs"), all of the Equity Interests of which will be owned by Fisher C.V. and each of which will be a Foreign Subsidiary, (b) a limited partnership organized under the laws of New Brunswick ("Canada LP") all of the Equity Interests of which will be owned by the ULCs and which will be a Foreign Subsidiary and (c) two companies organized under the laws of Barbados and Luxembourg, each of which will be wholly-owned Subsidiaries of Fisher Limited; (ii) the Company will cause (a) Fisher C.V. to transfer all of the Equity Interests of Fisher Scientific Limited, an Ontario corporation, to Canada LP and change the form of Fisher Scientific Limited to a Nova Scotia unlimited liability company (prior to and following such change of form, "Fisher Limited") and (b) cause all of the Equity Interests of Fisher Scientific Europe Holdings B.V. ("Fisher Europe") and certain other Foreign Subsidiaries to be transferred to Fisher Limited or one of its Wholly-Owned Subsidiaries; (iii) certain promissory notes of Foreign Subsidiaries currently held by Fisher C.V. will be transferred to Fisher Limited and/or other Foreign Subsidiaries of the Company, including the newly formed Subsidiaries organized under the laws of Barbados and Luxembourg; (iv) the Liens created under the Pledge Agreement over the Equity Interests of Foreign Subsidiaries listed on Schedule 1 hereto and the guarantees made under the Guarantee Agreement of the Foreign Subsidiaries listed on Schedule 2 hereto will be released (the "Release"); and (v) 65% of the equity interests in Canada LP will be pledged to the Collateral Agent to secure the Obligations. The foregoing transactions, including the Release, are sometimes referred to hereinafter as the "Tax Restructuring" and are more fully described in the summary description thereof attached hereto as Exhibit A. Attached hereto as Exhibits B and C are diagrams setting forth the corporate structure of the Company and its Subsidiaries subject to the Tax Restructuring (a) prior to the Tax Restructuring and (b) after giving effect to the Tax Restructuring, respectively. C. The Company has requested that the Banks amend certain provisions of the Credit Agreement and consent to and approve the Tax Restructuring. D. The Required Banks are willing to so amend the Credit Agreement and consent to and approve the Tax Restructuring, in each case subject to the terms and conditions set forth herein. Accordingly, the parties hereto agree as follows: SECTION 1. Amendments. (a) Amendments to Section 4.02 (Mandatory Repayments and Prepayments). Clause (d) of Section 4.02(A) is amended by (i) inserting the following text immediately after the text in the second parenthetical therein: "except any issuance of Additional Senior Subordinated Notes" and (ii) inserting the following text immediately after the text "as set forth in Section 4.02(C))": "; provided, however, that the Company shall not be required to so apply the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) of issuances of Additional Senior Subordinated Notes in an aggregate principal amount not to exceed $200,000,000 during the term of this Agreement, so long as on or immediately prior to the date of the Company's receipt of such net cash proceeds upon any issuance of Additional Senior Subordinated Notes (1) no Default or Event of Default has occurred and is continuing, (2) the Company has delivered an officer's certificate of the Company to the Administrative Agent certifying that such net cash proceeds shall be used solely to finance a Permitted Acquisition or Permitted Acquisitions within 180 days of the date of such issuance, and (3) the Company and its Subsidiaries are in compliance, on a pro forma basis after giving effect to such incurrence of Indebtedness and such Permitted Acquisition or Permitted Acquisitions, with the covenants contained in Sections 8.09, 8.10, 8.11 and 8.12, and provided further, that (1) 2 if all or any portion of the net cash proceeds upon any issuance of Additional Senior Subordinated Notes not required to be applied to the mandatory repayment of outstanding Term Loans pursuant to the preceding proviso are not used (or contractually committed to be used) to finance a Permitted Acquisition or Permitted Acquisitions within 180 days after such issuance of Additional Senior Subordinated Notes, such remaining portion shall be applied on the last day of such period as a mandatory repayment of outstanding Term Loans as provided above in this Section 4.02(A)(d) and (2) if all or any portion of such proceeds are not required to be applied on the 180th day referred to in clause (1) immediately above because such amount is contractually committed to be used, and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment of outstanding Term Loans as provided in this Section 4.02(A)(d) .". (b) Amendments to Section 8.02 (Consolidation, Merger, Sale or Purchase of Assets, etc.). Clause (1) of Section 8.02 of the Credit Agreement is amended by (i) replacing the amount "$50,000,000" with "$75,000,000" and (ii) inserting the following text at the end of such clause, immediately preceding the semicolon: "(for clarification, to the extent that any Subsidiary so acquired becomes a Wholly-Owned Subsidiary pursuant to subsequent investments and purchases of equity interests permitted hereunder at any time after such acquisition, consideration for, and other investments in, such Subsidiary need not be included thereafter for the purpose of determining compliance with the $75,000,000 aggregate investment limitation)". (c) Amendments to Section 8.03 (Liens). Section 8.03 of the Credit Agreement is amended by: (i) replacing the amount "$30,000,000" in clause (o) thereof with "40,000,000"; (ii) replacing the word "and" at the end of clause (r) thereof with a semicolon; and (iii) deleting the period at the end of clause (s) inserting the following text immediately thereafter: "; and 3 (t) Liens over bank accounts maintained at the Cash Pooling Bank by Foreign Subsidiaries; provided that such Liens shall secure only the obligations of the Foreign Subsidiaries under the Cash Pooling Agreement.". (d) Amendments to Section 8.04 (Indebtedness). Section 8.04 of the Credit Agreement is amended by: (i) (1) replacing the text "(B)" in the proviso to clause (c) thereof with "and"; (2) inserting the following immediately preceding the text "and (C)" in such proviso: ", (B) the Additional Senior Subordinated Notes will not amortize principal thereof or mature prior to six months after the date of the termination of this Agreement and the payment in full of all of the Obligations,"; (3) replacing the amount "$600,000,000" in such proviso with "$800,000,000"; and (4) inserting the following text at the end of such proviso, immediately preceding the semicolon: "; provided further, that if, after giving effect to the issuance of any Senior Subordinated Notes, the outstanding aggregate principal amount of the Senior Subordinated Notes exceeds $600,000,000, the net cash proceeds of the issuance of such Senior Subordinated Notes (the "Additional Senior Subordinated Notes") shall be applied to the mandatory prepayment of the Term Loans as provided in Section 4.02(A)(d)"; (ii) inserting the following text immediately preceding the text ", provided" in clause (e) thereof: "and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof plus accrued interest thereon and fees and expenses reasonably incurred in connection therewith or result in an earlier maturity date or decreased weighted average life thereon"; (iii) replacing the amount "$30,000,000" in clause (k) thereof with "$50,000,000"; (iv) inserting the following text immediately preceding the text ", provided" in clause (j) thereof: 4 "and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof plus accrued interest thereon and fees and expenses reasonably incurred in connection therewith or result in an earlier maturity date or decreased weighted average life thereon"; (v) replacing clause (1) thereof in its entirety with the following: "Indebtedness of the Company and its Subsidiaries incurred pursuant to any Permitted Receivables Financing and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof plus accrued interest thereon and fees and expenses reasonably incurred in connection therewith or result in an earlier maturity date or decreased weighted average life thereon"; and (vi) deleting the period at the end of clause (m) and inserting the following text immediately thereafter: "; and (n) Indebtedness constituting a guaranty by the Company of the obligations of the Foreign Subsidiaries to the Cash Pooling Bank under the Cash Pooling Agreement.". (e) Amendments to Section 8.06 (Advances, Investment and Loans). Clause (o) of Section 8.06 of the Credit Agreement is amended by: (i) inserting the following text immediately after the text "may invest in Persons": ", including Subsidiaries,"; (ii) replacing the amount "$50,000,000" with "$75, 000,000"; (iii) inserting the following text at the end of the text of the parenthetical therein: "; for clarification, to the extent that any Person in which an investment is made under this clause (o) becomes a Wholly-Owned Subsidiary of the Company, such investment need not be included thereafter for the purpose of determining compliance with the $75,000,000 aggregate investment limitation"; and (iv) inserting the following text at the end of such clause immediately preceding the period: 5 "; provided further that if any Person would become a Subsidiary of the Company pursuant to any investment proposed to be made under this clause, such investment shall be subject to the conditions precedent contained in Section 8.02(1) (except those conditions contained in the second proviso thereto)". (f) Amendments to Section 8.07 (Dividends, etc.). Section 8.07 of the Credit Agreement is amended by (i) deleting the word "and" at the end of clause (h) thereof, (ii) replacing the amount "$10,000,000" in clause (i) thereof with "$20,000,000", (iii) deleting the period at the end of the clause (i) thereof and (iv) and inserting the following text immediately after clause (i) thereof: "; and (j) the Company and each Wholly-Owned Subsidiary may, if otherwise permitted by Section 8.06(o) or Section 8.02(1), purchase capital stock of any Subsidiary, and any Subsidiary directly owned by the Company or a Wholly-Owned Subsidiary of the Company may, if otherwise permitted by Section 8.06(o) or Section 8.02(1), effect a redemption, repurchase, cancellation or other retirement for value of its own capital stock." (g) Amendment to Section 8.14 (Limitation on Certain Restrictions on Subsidiaries). Section 8.14 is replaced in its entirety with the following text: "SECTION 8.14. Limitation on Certain Restrictions on Subsidiaries. The Company will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its capital stock or to make or repay loans or advances to the Company or any other Subsidiary or to guarantee Indebtedness of the Company or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Credit Document or Senior Subordinated Note Document, (ii) the foregoing shall not apply to restrictions and conditions imposed by any Existing Indebtedness Agreement or by reason of any Permitted Receivables Transaction (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and 6 conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted under Sections 8.04(e), 8.04(j), 8.04(1) or 8.04(n), in each case if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and licensing agreements restricting the assignment thereof.". (h) Amendments to Section 8.15 (Limitation on the Creation of Subsidiaries). Section 8.15 of the Credit Agreement is amended by (i) inserting the following text immediately after the text "clause (1) of Section 8.02" in the first parenthetical in the proviso thereto: "or created or capitalized by investments in an aggregate amount at any time of up to $50,000,000 permitted by the provisions of clause (o) of Section 8.06"; and (ii) replacing the text of the parenthetical in clause (a)(iii) of the proviso thereto in its entirety with the following text: "other than (i) Foreign Subsidiaries except to the extent otherwise required pursuant to Section 7.12 (Foreign Subsidiary Security) and (ii) Subsidiaries capitalized pursuant to Section 8.06(o) to the extent that the aggregate investment in such Subsidiaries made pursuant to 8.06(o) does not exceed $50,000,000 at any time". (i) Amendments to Section 10 (Definitions). Section 10(A) of the Credit Agreement is amended by: (i) replacing the amount "$30,000,000" in the definition of the term "Local Letter of Credit Sublimit" with "$40,000,000"; and (ii) inserting the following definitions in the appropriate alphabetical order: "Additional Senior Subordinated Notes" shall have the meaning provided in Section 8.04(c). "Cash Pooling Agreement" shall mean the cash pooling agreement to be entered by the Company and the Foreign Subsidiaries regarding the consolidation of the bank accounts of certain Foreign Subsidiaries, and any amendments or supplements thereto or replacements thereof approved by the Administrative Agent. 7 "Cash Pooling Bank" shall mean Bank Mendes Gans N.V., a banking entity organized under the laws of the Netherlands, or any other bank or other financial institution party to the Cash Pooling Agreement. (j) Amendment to Section 12.07 (Calculations; Computations). Clause (a) of Section 12.07 is amended by replacing in its entirety the proviso thereto with the following: "provided that (i) except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time and (ii) notwithstanding the foregoing, prior to the effective date of each of SFAS 141 and SFAS 142 (as provided therein) the Company need not give effect to purchase accounting adjustments required or permitted by APB 16 (including non-cash write-ups and non-cash charges relating to inventory and fixed assets, in each case arising in connection with the Company) and APB 17 (including non-cash charges relating to intangibles and goodwill arising in connection with the Company) or give effect to any charges in connections with accounting for the Recapitalization; provided, further, that, if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Banks request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.". SECTION 2. Consent. The Required Banks hereby (i) approve and consent to the Tax Restructuring (including the Releases) for all purposes under the Credit Documents and (ii) direct the Collateral Agent to execute and deliver such documents and take all actions necessary to effect the release of, and such actions as may be reasonably requested by the Company to evidence such release of, the Liens created under the Credit Documents over the equity interests of the Foreign Subsidiaries listed on Schedule 1 hereto and the guaranties under the Credit Documents delivered by the Foreign Subsidiaries listed on Schedule 2 hereto. SECTION 3. Representations and Warranties. Each of the Borrowers hereby represents and warrants to each Bank, on and as of the date hereof, that: 8 (a) This Amendment has been duly authorized, executed and delivered by each Borrower, and each of this Amendment and the Credit Agreement (as hereby amended) constitutes a legal, valid and binding obligation of each Borrower party thereto, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law). (b) After giving effect to this Amendment, the representations and warranties of the Borrowers set forth in the Credit Documents are true and correct in all material respects on and as of the date hereof, in each case with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) On the date hereof and immediately after giving effect to this Amendment, no Default has occurred and is continuing. SECTION 4. Conditions to Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") when: (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of each of the Borrowers and the Required Banks; (b) the Company shall have paid, to the extent invoiced on or prior to October 15, 2001, all out-of-pocket expenses (including fees and charges of counsel for the Administrative Agent) of the Administrative Agent required to be paid or reimbursed by the Company under the Credit Agreement; and (c) the Administrative Agent shall have received payment of all fees payable by the Company in connection with this Amendment, including the fees described in Section 5 below. SECTION 5. Amendment Fees. The Company agrees to pay to the Administrative Agent, for the account of each Bank that delivers an executed counterpart to this Amendment prior to 5:00 p.m., New York City time, on October 15, 2001 (or, if later, on the Amendment Effective Date), an amendment fee equal to 0.05% of the sum of (a) the aggregate unpaid principal amount of Term Loans held by such Bank as of 5:00 p.m., New York City time, on the Amendment Effective Date, and (b) such Bank's Revolving Credit Commitment in effect as of 5:00 p.m., New York City time, on the Amendment Effective Date; provided that the foregoing 9 fee shall not be payable unless this Amendment becomes effective as provided in Section 4 above. SECTION 6. Miscellaneous. (a) This Amendment together with the Credit Documents constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. (b) Section headings used herein are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. (C) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. (d) Each reference to a party hereto shall be deemed to include its successors and assigns, all of whom shall be bound by this Amendment and to whose benefit the provisions of this Amendment shall inure. (e) This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which, when taken together, shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart of this Amendment. (f) Except as specifically amended or modified hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall be a Credit Document for all purposes. 10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written. FISHER SCIENTIFIC INTERNATIONAL INC., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC U.K., LIMITED, By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC LIMITED, By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel ACROS ORGANICS N.V., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC S.A.S., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC GmbH, By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC KOREA LED., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC B.V., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel CASA ROCAS S.A. DE C.V., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER GENETICS ASIA pte LTD., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC pte LTD., By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel FISHER SCIENTIFIC AG, By: /s/ Todd DuChene -------------------------------------------------- Name: Todd DuChene Title: Vice President & General Counsel THE CHASE MANHATTAN BANK, as Administrative Agent and as a Bank, By: /s/ Stacey Haimes -------------------------------------------------- Name: Stacey Haimes Title: Vice President MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent and as a Bank, By: /s/ Howard D. Sysler -------------------------------------------------- Name: Howard D. Sysler Title: Vice President DLJ CAPITAL FUNDING, INC., as Documentation Agent and as a Bank, By: /s/ Dana F. Klein -------------------------------------------------- Name: Dana F. Klein Title: Director KZH CNC LLC, By: /s/ Susan Lee -------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH CRESCENT LLC, By: /s/ Susan Lee -------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH CRESCENT-2 LLC, By: /s/ Susan Lee -------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH CYPRESSTREE-1 LLC, By: /s/ Susan Lee -------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH ING-2 LLC, By: /s/ Susan Lee -------------------------------------------------- Name: Susan Lee Title: Authorized Agent KZH LANGDALE LLC, By: /s/ Susan Lee -------------------------------------------------- Name: Susan Lee Title: Authorized Agent SENIOR DEBT PORTFOLIO, BY: BOSTON MANAGEMENT AND RESEARCH as Investment Advisor, By: /s/ Scott H. Page ------------------------------------------- Name: Scott H. Page Title: Vice President FLEET NATIONAL BANK, By: /s/ Christopher J. Wickles -------------------------------------------------- Name: Christopher J. Wickles Title: Vice President BNP PARIBAS, By: /s/ Stephanie Rogers -------------------------------------------------- Name: Stephanie Rogers Time: Vice President By: /s/ Shayn P. March -------------------------------------------------- Name: Shayn P. March Title: Vice President EATON VANCE SENIOR INCOME TRUST BY: EATON VANCE MANAGEMENT as Investment Advisor, By: /s/ Scott H. Page ------------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, BY: EATON VANCE MANAGEMENT as Investment Advisor, By: /s/ Scott H. Page ------------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO III, LTD., BY: EATON VANCE MANAGEMENT as Investment Advisor, By: /s/ Scott H. Page ------------------------------------------- Name: Scott H. Page Title: Vice President EATON VANCE CDO IV, LTD., BY: EATON VANCE MANAGEMENT as Investment Advisor, By: /s/ Scott H. Page ------------------------------------------- Name: Scott H. Page Title: Vice President GRAYSON & CO., BY: BOSTON MANAGEMENT AND RESEARCH, as Investment Advisor, By: /s/ Scott H. Page ------------------------------------------- Name: Scott H. Page Title: Vice President BANK OF TOKYO-MITSUBISHI TRUST COMPANY, By: /s/ Chris Droussiotis -------------------------------------------------- Name: Chris Droussiotis Time: Vice President NATEXIS BANQUES POPULAIRES, By: /s/ Frank H. Madden, Jr. -------------------------------------------------- Name: Frank H. Madden, Jr. Title: Vice President & Group Manager By: /s/ Harris Frommer -------------------------------------------------- Name: Harris Frommer Title: Assistant Vice President VAN KAMPEN PRIME RATE INCOME TRUST, BY: VAN KAMPEN INVESTMENT ADVISORY CORP., By: /s/ Darvin D. Pierce ------------------------------------------- Name: Darvin D. Pierce Title: Executive Director VAN KAMPEN CLO I, LIMITED, BY: VAN KAMPEN MANAGEMENT INC., as Collateral Manager, By: /s/ Darvin D. Pierce ------------------------------------------- Name: Darvin D. Pierce Title: Executive Director BANK OF AMERICA, N.A., By: /s/ David H. Strickert -------------------------------------------------- Name: David H. Strickert Title: Managing Director NATIONAL CITY BANK, By: /s/ Stephen Bassett -------------------------------------------------- Name: Stephen Bassett Title: Account Officer CIBC, INC., BY: CIBC WORLD MARKETS CORP., as Agent, By: /s/ Dominic Sorresso ------------------------------------------- Name: Dominic Sorresso Title: Executive Director ABN AMRO BANK N.V., By: /s/ James E. Davis -------------------------------------------------- Name: James E. Davis Title: Senior Vice President By: /s/ David A. Carroll -------------------------------------------------- Name: David A. Carroll Title: Assistant Vice President MITSUBISHI TRUST & BANKING, By: /s/ Toshihiro Hayashi -------------------------------------------------- Name: Toshihiro Hayashi Title: Senior Vice President NEW YORK LIFE INSURANCE COMPANY, By: /s/ F. David Melka -------------------------------------------------- Name: F. David Melka Title: Investment Vice President NEW YORK LIFE INSURANCE and ANNUITY CORPORATION, BY: NEW YORK LIFE INVESTMENT MANAGEMENT LLC, as Investment Manager, By: /s/ F. David Melka ------------------------------------------- Name: F. David Melka Title: Vice President JACKSON NATIONAL LIFE INSURANCE COMPANY, BY: PPM AMERICA, INC, as its attorney-in-fact, By: /s/ David C. Wagner ------------------------------------------- Name: David C. Wagner Title: Managing Director ERSTE BANK, By: /s/ Brandon A. Meyerson -------------------------------------------------- Name: Brandon A. Meyerson Title: Vice President Erste Bank, New York Branch By: /s/ John S. Runnion -------------------------------------------------- Name: John S. Runnion Title: Managing Director Erste Bank, New York Branch FIRSTRUST BANK, By: /s/ Kent D. Nelson -------------------------------------------------- Name: Kent D. Nelson Title: Vice President HSBC BANK USA, By: /s/ Thomas J. Crowley -------------------------------------------------- Name: Thomas J. Crowley Title: Vice President CREDIT INDUSTRIEL ET COMMERICAL, By: /s/ Anthony Rock -------------------------------------------------- Name: Anthony Rock Title: Vice President By: /s/ Marcus Edward -------------------------------------------------- Name: Marcus Edward Title: Vice President SEQUILS I, LTD, BY: TCW ADVISORS, INC., as Collateral Manager, By: /s/ Mark L. Gold ------------------------------------------- Name: Mark L. Gold Title: Managing Director By: /s/ G. Steven Kahn ------------------------------------------- Name: G. Steven Kahn Title: Vice President THE BANK OF NOVA SCOTIA, By: /s/ T. M. Pitcher -------------------------------------------------- Name: T. M. Pitcher Title: Authorized Signatory MELLON BANK, N.A., By: /s/ Alexandra M. Dulchinos -------------------------------------------------- Name: Alexandra M. Dulchinos Title: Vice President INDOSUEZ CAPITAL FUNDING IV, L.P., BY: INDOSUEZ CAPITAL, as Portfolio Advisor, By: /s/ Jack C. Henry ------------------------------------------- Name: Jack C. Henry Title: VP-Portfolio Manager BALANCED HIGH YIELD FUND I, LTD., By: ING CAPITAL ADVISORS LLC, as Asset Manager, By: /s/ Michael J. Campbell ------------------------------------------- Name: Michael J. Campbell Title: Managing Director BALANCED HIGH YIELD FUND II, LTD., By: ING CAPITAL ADVISORS LLC as Asset Manager, By: /s/ Michael J. Campbell ------------------------------------------- Name: Michael J. Campbell Title: Managing Director PB CAPITAL, By: /s/ Thomas Dearth -------------------------------------------------- Name: Thomas Dearth Title: Managing Director By: /s/ J. N. Frost -------------------------------------------------- Name: J. N. Frost Title: Managing Director THE INDUSTRIAL BANK OF JAPAN, LIMITED, By: /a/ Mabuchi Akihiko -------------------------------------------------- Name: Mabuchi Akihiko Title: Senior Vice President WINGED FOOT FUNDING TRUST, By: /s/ Ann E. Morris -------------------------------------------------- Name: Ann E. Morris Title: Assistant Vice President SUMITOMO MITSUI BANKING CORPORATION, By: /s/ Suresh Tata -------------------------------------------------- Name: Suresh Tata Title: Senior Vice President ALLIANCE INVESTMENTS LIMITED, By: /s/ Joel G. Serebransky -------------------------------------------------- Name: Joel G. Serebransky Tithe: Senior Vice President FRANKLIN CLO I, LIMITED, By: /s/ Chauncey Lufkin -------------------------------------------------- Name: Chauncey Lufkin Title: Vice President FRANKLIN CLO II, LIMITED, By: /s/ Chauncey Lufkin -------------------------------------------------- Name: Chauncey Lufkin Title: Vice President GALAXY CLO 1999-1, LTD., By: /s/ Thomas G. Brandt -------------------------------------------------- Name: Thomas G. Brandt Title: Authorized Agent CREDIT SUISSE FIRST BOSTON, By: /s/ Dana F. Klein -------------------------------------------------- Name: Dana F. Klein Tithe: Director BANKERS TRUST COMPANY, By: /s/ Scottye D. Lindsey -------------------------------------------------- Name: Scottye D. Lindsey Title: Vice President ARCHIMEDES FUNDING II, LTD., BY: ING Capital Advisors LLC as Collateral Manager, By: /s/ Michael J. Campbell ------------------------------------------- Name: Michael J. Campbell Title: Managing Director CONTINENTAL ASSURANCE COMPANY, Separate Account (E), BY: TCW ASSET MANAGEMENT COMPANY, as Attorney-in-Fact, By: /s/ Mark Gold ------------------------------------------- Name: Mark Gold Title: Managing Director By: /s/ G. Steven Kahn ------------------------------------------- Name: G. Steven Kahn Tithe: Vice President OXFORD STRATEGIC INCOME FUND, BY: EATON VANCE MANAGEMENT, as Investment Advisor, By: /s/ Scott H. Page ------------------------------------------- Name: Scott H. Page Title: Vice President Schedule 1 Released Pledges Fisher Scientific Limited Fisher Scientific of the Netherlands B.V. Acros Organics B.V.B.A. Fisher Bioblock Scientific S.A.S. Fisher Scientific Holding U.K. Limited Fisher Scientific Europe Holdings B.V. Fisher Scientific The Hague I B.V. Fisher Scientific The Hague II B.V. Fisher Scientific UK Holding Company Limited FSL Holding L.L.C. Fisher Scientific Belgium Holding B.V.B.A. Fisher Scientific AG Fisher Scientific U.K. Limited Fisher Chimica N.V. Schedule 2 Released Guarantees Fisher Scientific Europe Holdings B.V. Fisher Scientific The Hague I B.V. Fisher Scientific The Hague II B.V. Fisher Scientific UK Holdings Company Limited Fisher Scientific Belgium Holding B.V.B.A. Fisher Clinical Services U.K. Limited Fisher Clinical Services Holding GmbH Fisher Chimica N.V. Fisher Scientific AG Acros Organics B.V.B.A.