Exhibit 10.2
E LEVENTH A MENDMENT
Dated as of November 10,
2005
to
R ECEIVABLES S ALE A GREEMENT
Dated as of December 21,
2001
T HIS E LEVENTH A MENDMENT (the “Amendment” ), dated as
of November 10, 2005, 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 together with the Committed
Purchasers, the “Purchaser” ), and ABN AMRO Bank
N.V., as agent for the Purchasers (the “Agent”
)
W ITNESSETH :
W HEREAS ,
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” ),
W HEREAS ,
the operations of the Exiting Originators (as defined below) and
certain operations of the Collection Agent are being sold to third
parties and, under such circumstances, the Purchaser and the Agent
have elected, in their sole discretion, to consent and agree to the
reconveyance and sale of the Receivables in connection
therewith;
W HEREAS ,
the parties hereto desire to amend the Sale Agreement as provided
herein;
N OW ,
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.
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
“Originators” appearing in Schedule I to
the Sale Agreement is hereby amended in its entirety and as so
amended shall read as follows:
“Originators”
means PerkinElmer, Inc., PerkinElmer
Holdings, Inc., PerkinElmer LAS, Inc., PerkinElmer Optoelectronics
NC, Inc., PerkinElmer Optoelectronics SC, Inc. and PerkinElmer
Canada, Inc.
(b) Exhibit D to the Sale Agreement
is hereby amended in its entirety and as so amended shall read as
set forth on Exhibit D attached hereto.
(c) Exhibit E to the Sale Agreement
is hereby amended in its entirety and as so amended shall read as
set forth on Exhibit E attached hereto.
Section 2.
This Amendment shall become
effective only once the Agent has received (i) this Amendment
duly executed by the Seller, the Initial Collection Agent, and the
Purchasers and (ii) the duly executed Guarantor’s
Acknowledgment and Consent.
Section 3.
The Agent hereby reconveys, for
adequate consideration, the receipt of which is acknowledged,
without representation, warranty or recourse to the Seller all of
its right, title and interest in and to all Receivables originated
by Applied Surface Technology, Inc. and PerkinElmer Automotive
Research, Inc. (the “Exiting Originators” ). The
Agent hereby also reconveys, with adequate consideration, without
representation, warranty or recourse to the Seller all of its
right, title and interest in and to all Receivables originated out
of the Collection Agent’s offices located in: Phelps, New
York; Beltsville, Maryland; Warwick, Rhode Island; Daytona,
Florida;
and San Carlos, California. Each of the parties
hereto agrees that effective as of the date hereof, (i) the
Collection Agent shall no longer sell, transfer, assign, set over
or otherwise convey, and shall have no further obligation to sell,
transfer, assign, set over or otherwise convey, to Seller any
Receivables and other Related Security originated by the Collection
Agent out of the Collection Agent’s offices located in:
Phelps, New York; Beltsville, Maryland; Warwick, Rhode Island;
Daytona, Florida; and San Carlos, California, (ii) the Exiting
Originators shall no longer sell, transfer, assign, set over or
otherwise convey, and shall have
