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EXHIBIT 10.12(b)
EIGHTH AMENDMENT
DATED AS OF JANUARY 30, 2004
TO
RECEIVABLES SALE AGREEMENT
DATED AS OF DECEMBER 21, 2001
THIS EIGHTH AMENDMENT (the "Amendment"), dated as of January 30,
2004,
is entered into among PerkinElmer
Receivables Company, as Seller (the "Seller"),
PerkinElmer, Inc., as Initial Collection
Agent (the "Initial Collection Agent,"
and together with any successor thereto,
the "Collection Agent"), the committed
purchasers party thereto (the "Committed
Purchasers"), Windmill Funding
Corporation ("Windmill"), and ABN AMRO Bank
N.V., as agent for the Purchasers
(the "Agent")
WITNESSETH:
WHEREAS, the Seller, the Initial Collection Agent, the Agent,
the
Committed Purchasers and Windmill have
heretofore executed and delivered a
Receivables Sale Agreement, dated as of
December 21, 2001 (as amended,
supplemented or otherwise modified through
the date hereof, the "Sale
Agreement"),
WHEREAS, the parties hereto desire to amend the Sale Agreement
as
provided herein;
Now, THEREFORE, for good and valuable consideration, the receipt
and
adequacy of which are hereby acknowledged,
the parties hereto hereby agree that
the Sale Agreement shall be and is hereby
amended as follows:
Section 1. Subject to the following terms and conditions,
including
without limitation the conditions precedent
set forth in Section 2, upon
execution by the parties hereto in the
space provided for that purpose below,
the Sale Agreement shall be, and is hereby,
amended as follows:
(a) The
defined term "Liquidity Termination Date"
appearing in Schedule I to the Sale Agreement is hereby amended
by
deleting the date "January 30, 2004" appearing in clause (d)
thereof
and inserting in its place the date "January 28, 2005."
(b) Clause (f)
of the defined term "Termination Event"
appearing in Schedule I to the Sale Agreement is hereby amended in
its
entirety and as so amended shall read as follows:
"(f)
the average Delinquency Ratio for the three
most recent Settlement Periods exceeds 18%, the average
Default Ratio for the three most recent Settlement Periods
exceeds 10%, the average Dilution Ratio for the three most
recent Settlement Periods exceeds 6%, the Charge-Off Ratio for
the most recent Settlement Period exceeds 2% of the average
Turnover Ratio for the three most recent Settlement Periods
exceeds 90 days; or
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Section 2. Section 1
of this Amendment shall become effective only
once the Agent has received (i) this
Amendment duly executed by the Seller and
the Guarantor and (ii) the Fourth Amendment
to Fee Letter duly executed by the
Seller, Windmill and the Agent.
Section 3. The parties
hereto consent to the execution and delivery of
that certain Second Amendment to Purchase
and Sale Agreement by the parties
thereto.
Section 4.1. To induce
the Agent and the Purchasers to enter into this
Amendment, the Seller and Initial
Collection Agent represent and warrant to the
Agent and the Purchasers that: (a) the
represent
