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Exhibit
10.1
F OURTEENTH
A MENDMENT
Dated as of
August 30, 2007
to
R
ECEIVABLES S ALE A
GREEMENT
Dated as of
December 21, 2001
T HIS F
OURTEENTH A MENDMENT (the
“Amendment” ), dated as of August 30, 2007, 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 Agents” ), 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” )
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 1. The
defined term “Credit Agreement” appearing in
Schedule I to the Sale Agreement is hereby amended in its
entirety and as so amended shall read as follows:
“Credit
Agreement” means that certain Amended and Restated Credit
Agreement dated as of August 13, 2007, as amended, among the
Parent, Wallac Oy and certain other subsidiaries as Borrowers the
lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and L/C Issuer, Citibank
Global Markets Inc. and HSBC Bank USA, National Association, as
Co-Syndication Agents, ABN AMRO Bank N.V. and Deutsche Bank
Securities Inc., as Co-Documentation Agents and Banc of America
Securities LLC and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Book Managers.
Section 2. The
defined term “Prime Rate” appearing in
Schedule I to the Sale Agreement is hereby amended in its
entirety and as so amended shall read as follows:
“Prime
Rate” means, for any period, the daily average during
such period of (a) the sum of (x) the greater of
(i) the floating commercial loan rate per annum of ABN AMRO
(which rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer by ABN
AMRO) announced from time to time as its prime rate or equivalent
for dollar loans in the USA, changing as and when said rate changes
and (ii) the Federal Funds Rate plus 0.75% plus
(y) during the pendency of a Termination Event,
2.00%.
Section 3. This
Amendment shall become effective on the date the Agent has received
(i) counterparts hereof executed by Seller, Initial Collection
Agent, each Purchaser and the Agent and (ii) an executed
Guarantor’s Acknowledgment and Consent.
Section 4. 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
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