|
EXHIBIT
10.9
F IFTEENTH
A MENDMENT
Dated as of
January 25, 2008
to
R
ECEIVABLES S ALE A
GREEMENT
Dated as of
December 21, 2001
T HIS F
IFTEENTH A MENDMENT (the
“Amendment”), dated as of January 25, 2008,
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
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 I. 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:
The defined term
“Liquidity Termination Date” appearing in
Schedule 1 to the Sale Agreement is hereby amended by deleting the
date “January 25, 2008” appearing in clause
(d) thereof and inserting in its place the date
“January 23, 2009.”
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. 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 representations and
warranties contained in the Transaction Documents, are true and
correct in all material respects as of the date hereof with the
same effect as though made on the date hereof (it being understood
and agreed that any representation or warranty which by its terms
is made as of a specified date shall be required to be true and
correct in all material respects only as of such specified date);
(b) no Potential Termination Event exists: (c) this
Amendment has been duly authorized by all necessary corporate
proceedings and duly executed and delivered by each of the Seller
and the Initial Collection Agent, and the Sale Agreement,
as
amended by this Amendment, and each of
the other Transaction Documents are the legal, valid and binding
obligations o
|
