Collateral Sharing Agreement

COLLATERAL SHARING AGREEMENT, dated as of February
14, 2003, among FISHER SCIENTIFIC INTERNATIONAL INC.
(the "Company"), FISHER SCIENTIFIC COMPANY L.L.C. (the
"Initial Borrower"), certain other Subsidiaries of the
Company party hereto (collectively with the Company and
the Initial Borrower, the "Grantors") and JPMORGAN CHASE
BANK ("JPMCB"), as Collateral Agent.


W I T N E S S E T H :


WHEREAS, in order to induce the Lenders parties thereto to enter into the Credit Agreement dated as of February 14, 2003 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Company, the Initial Borrower, the lenders from time to time party thereto and JPMCB, as Administrative Agent, the Company and certain of its Subsidiaries have entered into the Collateral Agreement referred to in the Credit Agreement and certain other Security Documents; and


WHEREAS, the Obligations are secured by Liens on the Collateral described in the Security Documents and the Senior Note Obligations are secured by the portion of the Collateral constituting Restricted Collateral;


NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and to induce the Administrative Agent, the Issuing Banks and the Lenders to enter into the Credit Agreement and to induce the Lenders to make Loans to, and the Issuing Banks to issue Letters of Credit for the account of, the Borrowers thereunder, and in order to provide for the allocation of proceeds of Collateral among the Secured Obligations secured thereby, each Grantor hereby agrees with the Collateral Agent as follows:


ARTICLE I


Definitions


SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit


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Agreement or, if not defined therein, the Collateral Agreement.


(b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to this Agreement.


SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


"Collateral" means all assets or property of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.


"Collateral Account" has the meaning set forth in Section 3.01.


"Collateral Agent" means JPMCB, in its capacity as collateral agent under the Security Documents and this Agreement, and any successor collateral agent appointed hereunder.


"Collateral Agent Fees" means all fees, costs and expenses of, and other amounts owing to, the Collateral Agent of the types referred to in Section 4.03.


"Collateral Estate" has the meaning set forth in Section 2.01(c).


"Debt" has the meaning set forth in Section 1010 of the Senior Note Indenture.


"Distribution Date" means each date fixed by the Collateral Agent in its sole discretion for a distribution pursuant to the applicable provisions of this Agreement of any funds held in the Collateral Account.


"Event of Default" means any "Event of Default" under the Credit Agreement or any "Event of Default" under the Senior Note Indenture (in each case, as such term is defined in the Credit Agreement or the Senior Note Indenture).


"Exchange Rate" means, at any date of determination thereof with respect to any currency, the spot rate of exchange for the conversion of such currency into Dollars determined by reference to such rate publishing service as is customarily utilized by the Collateral Agent for such purpose; provided that, to the extent that "Exchange Rate" is used herein to refer to an actual


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exchange by the Collateral Agent of one currency for another, "Exchange Rate" shall be deemed to refer to the rate at which such exchange actually occurs so long as such exchange is effected under customary market conditions. Any determination by the Collateral Agent of the Exchange Rate for any purpose of this Agreement shall be conclusive absent manifest error.


"Opinion of Counsel" means an opinion in writing signed by legal counsel reasonably satisfactory to the Collateral Agent, who may be counsel regularly retained by the Collateral Agent.


"Principal Properties" has the meaning set forth in the Senior Note Indenture.


"Proceeds" means all "proceeds" as such term is defined in Section 9-306(1) of the Uniform Commercial Code in effect in the State of New York on the date hereof.


"Representatives" means (a) in respect of any of the Obligations, the Administrative Agent and (b) in respect of any of the Senior Note Obligations, the Senior Note Trustee.


"Requisite Secured Parties" means, at any time, the Secured Party or Secured Parties holding more than 50% of the aggregate amount of the outstanding Revolving Exposures, the Term Loans, the Incremental Term Loans and the Senior Notes.


"Restricted Collateral Obligations" means, at any time, the collective reference to (a) all of the Obligations that do not constitute Debt and (b) the maximum aggregate amount of the Obligations constituting Debt that may be secured at such time by the Restricted Collateral without causing the Senior Notes to be required to be equally and ratably secured.


"Restricted Subsidiary" has the meaning set forth in the Senior Note Indenture.


"Secured Obligations" means, without duplication, (a) the Obligations and (b) the Senior Note Obligations.


"Triggering Event" means (a) the occurrence of an Event of Default, (b) the declaration of the Loans then outstanding to be due and payable immediately or the termination of the Commitments under the Credit Agreement or the acceleration of the Senior Note Obligations and (c) receipt by the Collateral Agent of a written notice from


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the Administrative Agent or the Senior Note Trustee, as applicable, to such effect.


"Unrestricted Collateral" means all Collateral other than Restricted Collateral.


ARTICLE II


Authority of Collateral Agent


SECTION 2.01. General Authority of the Collateral Agent over the Collateral. (a) Each Grantor hereby appoints the Collateral Agent as its true and lawful attorney-in-fact for the purpose of taking any action and executing any and all documents and instruments that the Collateral Agent may deem necessary or desirable to carry out the terms of this Agreement and the other Security Documents and accomplish the purposes hereof and thereof and, without limiting the generality of the foregoing, each Grantor hereby acknowledges that the Collateral Agent shall have all powers and remedies set forth in the Security Documents.


(b) By acceptance of the benefits of this Agreement and the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for enforcement of any provisions of this Agreement and the Security Documents against any Grantor or the exercise of remedies hereunder or thereunder, (iii) to agree that such Secured Party shall not take any action (other than through the Collateral Agent) to enforce any provisions of this Agreement or any other Security Document against any Grantor or to exercise any remedy hereunder or thereunder and (iv) to agree to be bound by the terms of this Agreement and the Security Documents.


(c) The Collateral Agent hereby agrees that it holds and will hold all of its right, title and interest in, to and under the Security Documents and the Collateral granted to the Collateral Agent thereunder whether now existing or hereafter arising (all such right, title and interest being hereinafter referred to as the "Collateral Estate") under and subject to the conditions set forth in this Agreement and the other Security Documents; and the Collateral Agent further agrees that it will hold such Collateral Estate in trust for the benefit of the relevant Secured Parties, for the enforcement of the payment of all


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Secured Obligations secured by the relevant Collateral (subject to the limitations and priorities set forth herein and in the respective Security Documents, including with respect to Restricted Collateral) and as security for the performance of and compliance with the covenants and conditions of this Agreement and each of the Security Documents.


SECTION 2.02. Determinations Relating to Collateral. Prior to the occurrence of a Triggering Event, in the event (a) the Collateral Agent shall receive any written request from any Loan Party under any Security Document for consent or approval with respect to any matter or thing relating to any Collateral or any Loan Party's obligations with respect thereto or (b) there shall be due to or from the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (c) the Collateral Agent shall become aware of any nonperformance by any Loan Party of any covenant or any breach of any representation or warranty set forth in any Security Document, then, in each such event, the Collateral Agent shall advise the Administrative Agent of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Collateral Agent has become aware. Prior to the occurrence of a Triggering Event, the Administrative Agent and the Required Lenders shall have the exclusive authority to direct the Collateral Agent's response to any of the events or circumstances contemplated in clauses (a), (b) and (c) above.


SECTION 2.03. Remedies. (a) Upon the occurrence of a Triggering Event, or upon receipt of any written directions as contemplated by paragraph (b) of this Section 2.03, the Collateral Agent shall, within five days thereafter, notify each of the Administrative Agent, the Senior Note Trustee and the Company in writing that a Triggering Event exists or that the Collateral Agent has received such written directions, as the case may be, enclosing with such notice a copy of the applicable notice or written directions, as the case may be.


(b) Following the occurrence of a Triggering Event, (i) the Requisite Secured Parties shall have the exclusive right to direct the time, method and place of conducting any proceeding for the exercise of any right or remedy available to the Collateral Agent with respect to the Restricted Collateral, or of exercising any trust or power conferred on the Collateral Agent with respect to the Restricted Collateral, or for the taking of any other action


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authorized by the instruments comprising the Collateral Estate in connection with the Restricted Collateral; and (ii) the Required Lenders shall have the exclusive right to direct the time, method and place of conducting any proceeding for the exercise of any right or remedy available to the Collateral Agent with respect to the Unrestricted Collateral, or of exercising any trust or power conferred on the Collateral Agent with respect to the Unrestricted Collateral, or for the taking of any other action authorized by the instruments comprising the Collateral Estate in connection with the Unrestricted Collateral. Nothing in this paragraph (b) shall impair the right of the Collateral Agent in its discretion to take any action deemed proper by the Collateral Agent and which is not inconsistent with any direction received by it pursuant to clause (i) or (ii).


SECTION 2.04. Nature of Secured Parties' Rights. All of the Secured Parties shall be bound by any instruction or direction given by the Required Lenders or Requisite Secured Parties, as applicable, pursuant to this Article II.


SECTION 2.05. Right to Appoint a Receiver. Upon the filing of a bill in equity or other commencement of judicial proceedings to enforce the rights of the Collateral Agent under this Agreement or any other Security Document, the Collateral Agent shall, to the extent permitted by law, with notice to the Company but without notice to any other Grantor or any party claiming through the Grantors, without regard to the solvency or insolvency at the time of any Person then liable for the payment of any of the Obligations or any of the Senior Note Obligations, without regard to the then value of the Collateral Estate, and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers of the Collateral Estate, or any part thereof, and of the rents, issues, tolls, profits, royalties, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the rents, issues, tolls, profits, royalties, revenues and other income of the property constituting the whole or any part of the Collateral Estate be segregated, sequestered and impounded for the benefit of the Collateral Agent and the Secured Parties, and each Grantor irrevocably consents to the appointments of such receiver or receivers and to the entry of such order; provided that, notwithstanding the appointment of any receiver, the Collateral Agent shall be entitled to retain possession and control of all cash and Permitted Investments held by or deposited with it pursuant to this Agreement or any other Security Document.


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SECTION 2.06. Exercise of Powers. All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any other Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any other Security Document may be exercised from time to time as herein and therein provided.


SECTION 2.07. Remedies Not Exclusive. (a) No remedy conferred upon or reserved to the Collateral Agent herein or in the other Security Documents is intended to be exclusive of any other remedy or remedies, but every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or in any other Security Document or now or hereafter existing at law or in equity or by statute.


(b) No delay or omission by the Collateral Agent to exercise any right, remedy or power hereunder or under any other Security Document shall impair any such right, remedy or power or shall be construed to be a waiver thereof, and every right, power and remedy given by this Agreement or any other Security Document to the Collateral Agent may be exercised from time to time and as often as may be deemed expedient by the Collateral Agent.


(c) If the Collateral Agent shall have proceeded to enforce any right, remedy or power under this Agreement or any other Security Document and the proceeding for the enforcement thereof shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then the Grantors, the Collateral Agent and the other Secured Parties shall, subject to any determination in such proceeding, severally and respectively be restored to their former positions and rights hereunder or thereunder with respect to the Collateral Estate and in all other respects, and thereafter all rights, remedies and powers of the Collateral Agent shall continue as though no such proceeding had been taken.


(d) All rights of action and of asserting claims upon or under this Agreement and the other Security Documents may be enforced by the Collateral Agent without the possession of any instrument evidencing any Obligation or the production thereof at any trial or other proceeding relative thereto, and any suit or proceeding instituted by the Collateral Agent shall be, subject to the applicable provisions of Article V, brought in its name as Collateral Agent and any recovery of judgment shall be held as part of the Collateral Estate.


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SECTION 2.08. Waiver and Estoppel. (a) Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim, or take the benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement or any other Security Document and hereby waives, to the extent permitted by law, all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent in this Agreement or any other Security Document but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this Section 2.08(a) shall be construed as a waiver of any rights of the Grantors under any applicable federal bankruptcy law or state insolvency law.


(b) Each Grantor, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including any and all subsequent creditors, vendees, assignees and licensors, waives and releases all rights to demand or to have any marshaling of the Collateral upon any sale, whether made under any power of sale granted herein or in any other Security Document or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement or any other Security Document (in each case in accordance with the applicable Security Documents) and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety.


(c) Each Grantor waives, to the extent permitted by applicable law, presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder or under any other Security Document) in connection with this Agreement and the other Security Documents and any action taken by the Collateral Agent with respect to the Collateral.


SECTION 2.09. Limitation on Collateral Agent's Duty in Respect of Collateral. Beyond its duties as to the custody thereof expressly provided herein or in any other Security Document and to account to the Secured Parties and the Grantors for moneys and other property received by it hereunder or under any other Security Document, the Collateral Agent shall not have any duty to the Grantors or to the Secured Parties as to any Collateral in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to


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the preservation of rights against prior parties or any other rights pertaining thereto.


SECTION 2.10. Limitation by Law. All rights, remedies and powers provided in this Agreement or any other Security Document may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions hereof are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement invalid, unenforceable in whole or in part or not entitled to be recorded, registered or filed under the provisions of any applicable law.


SECTION 2.11. Rights of Secured Parties in Respect of Obligations. Notwithstanding any other provision of this Agreement or any other Security Document, the right of each Secured Party to receive payment of the Obligations or Senior Note Obligations held by such Secured Party when due (whether at the stated maturity thereof, by acceleration or otherwise), as expressed in the instruments evidencing or agreements governing such Obligations or Senior Note Obligations or to institute suit for the enforcement of such payment on or after such due date (to the extent suit can be brought without impairing the validity of the Collateral Agent's Lien on any Collateral), shall not be impaired or affected without the consent of such Secured Party given in the manner prescribed by the in ...