AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 13, 2007 among PERKINELMER, INC., WALLAC OY and CERTAIN OTHER SUBSIDIARIES, as Borrowers, PERKINELMER, INC., as Guarantor, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and...Credit Agreement • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is entered into as of August 13, 2007 among PERKINELMER, INC., a Massachusetts corporation (the “Company”), WALLAC OY, a company organized under the laws of Finland (the “Finnish Borrower”), certain other Subsidiaries of the Company from time to time party hereto pursuant to Section 2.14 (together with the Finnish Borrower, the “Designated Borrowers”; and each, a “Designated Borrower”; and, together with the Company, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
PERKINELMER, INC. $150,000,000 6.00% Series 2008-A Senior Notes due May 30, 2015 NOTE PURCHASE AGREEMENT Dated as of May 30, 2008Note Purchase Agreement • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • New York
PERKINELMER, INC., a Massachusetts corporation (the “Company”), agrees with the purchasers listed in the attached Schedule A (the “Purchasers”) to this Note Purchase Agreement (this “Agreement”) as follows:
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT DATED AS OF MARCH 20, 2009 AMONG PERKINELMER RECEIVABLES COMPANY, AS THE SELLER, PERKINELMER, INC., AS THE INITIAL COLLECTION AGENT, THE ROYAL BANK OF SCOTLAND PLC (SUCCESSOR TO ABN AMRO BANK N.V.), AS...Receivables Sale Agreement • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • Illinois
AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of March 20, 2009, among PERKINELMER RECEIVABLES COMPANY, a Delaware corporation, as Seller (the “Seller”), PERKINELMER, INC., a Massachusetts corporation, as initial Collection Agent (the “Initial Collection Agent,” and, together with any successor thereto, the “Collection Agent”), The Royal Bank of Scotland plc (successor to ABN AMRO Bank N.V.), as agent for the Purchasers (the “Agent”), the committed purchasers party hereto (the “Committed Purchasers”) and Windmill Funding Corporation (“Windmill”). Certain capitalized terms used herein, and certain rules of construction, are defined in Schedule I. The Committed Purchasers and the Commitments of the Committed Purchasers are listed on Schedule II.
FOURTH AMENDMENT DATED AS OF JANUARY 31,2003 TO RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 21,2001Fourth Amendment • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • Illinois
THIS FOURTH AMENDMENT (the “Amendment”), dated as of January 31,2003, 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”)
ELEVENTH AMENDMENT Dated as of November 10, 2005 to RECEIVABLES SALE AGREEMENT Dated as of December 21, 2001Receivables Sale Agreement • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • Illinois
THIS ELEVENTH AMENDMENT (the “Amendment”), dated as of November 10, 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 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”)
FIFTH AMENDMENT DATED AS OF MARCH 26, 2003 TO RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 21, 2001Receivables Sale Agreement • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • Illinois
THIS FIFTH AMENDMENT (the “Amendment”), dated as of March 26, 2003, 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”).
SEVENTEENTH AMENDMENT Dated as of February 27, 2009 to RECEIVABLES SALE AGREEMENT Dated as of December 21, 2001Receivables Sale Agreement • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • Illinois
THIS SEVENTEENTH AMENDMENT (the “Amendment”), dated as of February 27, 2009, 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 The Royal Bank of Scotland pic (successor to ABN AMRO Bank N.V.), as agent for the Purchasers (the “Agent”)
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 15th, 2009 • Perkinelmer Inc • Laboratory analytical instruments • Illinois
THIS FOURTH AMENDMENT, dated as of March 20, 2009 (the “Amendment”), to the PURCHASE AND SALE AGREEMENT, dated as of December 21, 2001 (as amended and supplemented, the “Agreement”), is among PerkinElmer, Inc. (“PKI”), a Massachusetts corporation, PerkinElmer Holdings, Inc., a Massachusetts corporation, PerkinElmer Health Sciences, Inc. (formerly known as PerkinElmer LAS, Inc.), a Delaware corporation, PerkinElmer Illumination, Inc. (formerly known as PerkinElmer Optoelectronics NC, Inc.), a Delaware corporation, and PerkinElmer Canada, Inc., a Canada corporation (each an “Originator” and collectively, the “Originators”), PerkinElmer Receivables Company, a Delaware corporation (“Buyer”) and PerkinElmer Sensors, Inc., a Delaware corporation (“Sensors”).
