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Exhibit 10.1
TERMINATION AND RELEASE AGREEMENT
TERMINATION AND RELEASE AGREEMENT dated as of June 30, 2009
(this "Agreement" ), by and among PERKINELMER RECEIVABLES
COMPANY, a Delaware corporation, as Seller (the "Seller" ),
PerkinElmer, Inc., a Massachusetts corporation, as initial
Collection Agent (the "Collection Agent" ), THE ROYAL BANK
OF SCOTLAND PLC, as agent for the Purchasers (the "Agent" ),
the committed purchasers party hereto (the "Committed
Purchasers" ) and WINDMILL FUNDING CORPORATION (
"Windmill" ). Capitalized terms shall have the meanings
assigned to such terms in (or by reference in) the Receivables Sale
Agreement (as defined below).
WHEREAS, pursuant to the Amended and Restated Receivables Sale
Agreement dated as of March 20, 2009, as amended or otherwise
modified, by and among the Seller, the Collection Agent, the
Committed Purchasers, Windmill and the Agent (the "Receivables
Sale Agreement" ), the Seller has sold, and through the
Effective Date will continue to sell, interests in its Receivables,
Related Security and Collections (collectively, the "Released
Receivables Property" ) to the Agent on behalf of the
Purchasers;
WHEREAS, the parties to the Receivables Sale Agreement wish to
terminate the rights and obligations of the Seller, the Collection
Agent, the Agent and the Purchasers under the Receivables Sale
Agreement and to terminate the Fee Letter and the Lock-Box Letters,
to the extent provided for herein and to reconvey to the Seller the
Released Receivables Property and the other related property
described herein on the terms and conditions set forth herein;
WHEREAS, the parties to the Receivables Sale Agreement consent
to the termination of the rights, liabilities and obligations of
the Seller, the Collection Agent, the Agent and the Purchasers
under, and the release by the Agent and the Purchasers of their
rights in, the Receivables Sale Agreement and to the termination
of, and the release by the Agent and the Purchasers of their rights
in, to the extent provided for herein, the Fee Letter and the
Lock-Box Letters, and the reconveyance and release by the Agent and
the Purchasers of all the Released Receivables Property and the
other related property described herein;
WHEREAS, pursuant to the Receivables Sale Agreement, the Seller
granted security interests and other rights in, or sold, the
Released Receivables Property, certain bank accounts and securities
account and other collateral security to the Agent for the benefit
of the Purchasers;
WHEREAS, the Seller wishes the above-mentioned interests to be
released;
WHEREAS, the Agent, on behalf of the Purchasers, desires to sell
and assign to the Seller, and release all of its interest in, all
of the Released Receivables Property and the other related property
described herein upon the terms and conditions hereinafter set
forth; and
NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby agreed by and among the parties hereto
as follows:
Section 1. Release from Receivables Sale Agreement and
Lock-Box Agreement .
(a) The Agent, on behalf of the Purchasers, hereby releases and
discharges on the Effective Date any and all right, title and
interest that it may now or hereafter have or may now or hereafter
be entitled to by virtue of the Receivables Sale Agreement or the
other Transaction Documents in all Receivables and other property
of the Seller including without limitation the Released Receivables
Property and does hereby declare the same fully released and
discharged on the Effective Date from any and all security
interests, liens or other encumbrances created by virtue of or in
connection with the Receivables Sale Agreement or any of the other
Transaction Documents. Windmill hereby reconveys to the Seller all
right, title and interest in and to the Released Receivables
Property, all of Windmill’s Purchase Interest, and the Sold
Interest, in each case free and clear of any liens, claims or
encumberances created or suffered by Windmill.
(b) The Agent, on behalf of the Purchasers, does hereby release
and discharge, effective as of the Effective Date, any and all
right, title and interest that it may have or be entitled to by
virtue of or in connection with the Receivables Sale Agreement, any
of the other Transaction Documents, the Lock-Box Agreement(s) or
under the related Lock-Box Letters, in the related Lock-Box
Account(s) named on Schedule I hereto and hereby terminates as of
the Effective Date the Lock-Box Letters described on Schedule II
hereto, notwithstanding any notice requirements therein to the
contrary.
(c) The Agent, on behalf of the Purchasers, does hereby release
and discharge, effective as of the Effective Date, any and all
right, title and interest in and to all Receivables, Collections,
Related Security and any other collateral security granted to, or
any other assets sold or otherwise transferred to the Agent or any
Purchaser pursuant to the Receivables Sale Agreement or any of the
other Transaction Documents.
Section 2. Release of Liens . From and after the
Effective Date the Agent, on behalf of Windmill and the Purchasers,
agrees to execute and deliver to the Seller or its designee all
instruments and documents (including proper financing statements
(Form UCC-3) required to evidence the satisfaction of the
Seller’s obligations to the Purchasers and the Agent) and to
release all security interests, liens, ownership interests and
other rights of the Agent on behalf of the Purchasers in all of the
property described in Section 1 hereof pursuant to the
Receivables Sale Agreement, any other Transaction Document or
otherwise. As
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