Exhibit 10.9
T WELFTH A MENDMENT
Dated as of January 27,
2006
to
R ECEIVABLES S ALE A GREEMENT
Dated as of December 21,
2001
T HIS T WELFTH A MENDMENT (the “Amendment”), dated as
of January 27, 2006, 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;
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.
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 27, 2006” appearing in clause
(d) thereof and inserting in its place the date
“January 26, 2007.”
(b) The defined term “Loss
Reserve Multiple” appearing in Schedule I to the Sale
Agreement is hereby amended in its entirety and as so amended shall
read as follows:
“Loss Reserve
Multiple” means
2x.
(c) The reference to
“4.00%” appearing in the last line of the
defined term “Prime Rate” is hereby deleted and
replaced with “2.00%.”
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 mad
