Credit Suisse AG – ‘SC 13D/A’ on 4/17/03 re: Fisher Scientific International Inc – EX-14

On:  Thursday, 4/17/03, at 5:00pm ET   ·   Accession #:  950103-3-1165   ·   File #:  5-41897

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML    210K 
                          Ownership                                              
 2: EX-14       Material Foreign Patent                                2     10K 
 3: EX-15       Letter re: Unaudited Interim Financial Information    29     33K 

EX-14   —   Material Foreign Patent

EX-14
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                    EXHIBIT 14

WAIVER AGREEMENT

 AGREEMENT, dated as of January 14, 2003, by and among Fisher Scientific
International Inc., a Delaware corporation (the "Company") and the undersigned  
parties to the Investors' Agreement (as defined below) as Shareholders (the     
"Shareholders").                                                                

W I T N E S S E T H 

    WHEREAS, the parties entered into that certain Investors' Agreement, dated
as of January 21, 1998, by and among the Company, the THL Entities, the DLJ     
Entities, Chase Equity, the Merrill Lynch Entities and the Management           
Shareholders, as subsequently amended (the "Investors' Agreement");             

    WHEREAS, the THL Entities propose to make a pro rata distribution to their
partners (the "Proposed Distribution") of 5,615,716 of the shares of Common     
Stock of the Company held by the THL Entities (the "Subject Shares") so that    
such partners will be free to sell the Subject Shares, subject to compliance    
with Rule 144 under the Securities Act of 1933 (the "Securities Act");          

    WHEREAS, the THL Entities have verbally informed the other Shareholders of
their intent and have offered the other Shareholders, and certain other         
Shareholders intend to exercise, the opportunity to similarly distribute or     
sell, in compliance with Rule 144 under the Securities Act, a proportionate     
number of shares of Common Stock of the Company held by such other Shareholders 
calculated in accordance with the Investors' Agreement; and                     

  WHEREAS, in order to facilitate the Proposed Distribution of the Subject
Shares, the THL Entities have requested that the Shareholders waive application 
of the provisions of the Investors' Agreement to the Proposed Distribution;     

    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt    
and sufficiency of which are hereby acknowledged, the parties hereto agree as   
follows:                                                                        

1. Definitions. Capitalized terms used herein without definition shall
have the meanings set forth in the Investors' Agreement.                        

   2. Waiver. The Company and the Shareholders, as parties to the Investors'
Agreement, for purposes of the Proposed Distribution and any related sale or    
distribution by the DLJ Entities, Chase Equity, the Merrill Lynch Entities and  
the Management Shareholders of the number of shares of Common Stock of the      
Company set forth opposite their names on Schedule 1 hereto (the "Other         
Shares"), hereby waive application of the provisions of the Investors'          
Agreement as follows:                                                           

        a. The Shareholders hereby acknowledge verbal notice of the Proposed
   Distribution and the sufficiency thereof, and waive any and all rights to
receive further notice, written or otherwise, of such distribution    
pursuant to Section 4.1 of the Investors' Agreement or otherwise.     

EX-14
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
         b. The Company and the Shareholders hereby acknowledge and agree that
third parties (including any THL Designated Transferees or Permitted  
  Transferees) receiving the Subject Shares and the Other Shares shall not
   be required to agree to be bound by the terms of the Investors' Agreement
and shall not be so bound.                                            

       c. The Company and the Shareholders hereby waive application of any
other provisions of the Investors' Agreement that would impose further
requirements or otherwise bar (i) the Proposed Distribution by the THL
Entities or (ii) the sales or distributions of the Other Shares by the
Shareholders (other than the THL Entities) and by their Permitted     
Transferees.                                                          

3. Miscellaneous.                                                     

(a) This agreement is limited as specified and shall not constitute a 
modification or waiver of any other provisions of the Investors' Agreement and  
shall relate solely to the Proposed Distribution and any sales or distributions 
of the Other Shares by the Shareholders (other than the THL Entities) and by    
their Permitted Transferees.                                                    

 (b) This agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which            
counterparts shall be an original, but all of which shall constitute one and    
the same instrument.                                                            

    (c) This agreement shall be construed and enforced in accordance with, and
the rights of the parties hereto shall be governed by, the laws of the State of 
Delaware.                                                                       

(d) This agreement shall become effective against any party upon the  
execution of this agreement by such party.                                      

[Remainder of Page Intentionally Left Blank]

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/17/03
		1/14/03		1					4
		1/21/98		1					8-K
									List all Filings