Exhibit 10.1
T ENTH A MENDMENT
Dated as of October 31,
2005
to
R ECEIVABLES S ALE A GREEMENT
Dated as of December 21,
2001
T HIS T ENTH A MENDMENT (the “Amendment” ), dated as
of October 31 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 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 $350,000,000 Credit Agreement dated as of
October 31, 2005, as amended, among the Parent, the lenders
from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and L/C Issuer, Bank of
America, N.A., Canadian Branch, as Canada Paying Agent, Bank of
America, N.A., Singapore Branch, as Singapore Paying Agent, Bank of
America, N.A., Tokyo Branch, as Yen Paying Agent, Citigroup Global
Markets Inc. and HSBC Bank USA, National Association, as
Co-Syndication Agents, ABN AMRO Bank N.V. and Deutsche Bank AG, 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
“Intercreditor Agreement” appearing in
Schedule I to the Sale Agreement is hereby deleted in its
entirety.
Section 3.
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) the “Applicable Rate”
then applicable to “Base Rate Loans” (each as
defined in the Credit Agreement); provided, however, that
during the pendency of a Termination Event, the
“Applicable Rate” referred to above shall be
4.00%.
Section 4.
Clause (m) of the defined term
“Termination Event” appearing in Schedule I
to the Sale Agreement is hereby deleted in its entirety.
Section 5.
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
