EX-10.12A 7 b45527pkexv10w12a.txt EX-10.12A FIRST AMEND TO RECIEVABLE AGREEMENT EXHIBIT 10.12 (a) FIRST AMENDMENT DATED AS OF JUNE 28, 2002 TO RECEIVABLES SALE AGREEMENT DATED AS OF DECEMBER 21,2001 This FIRST AMENDMENT (the "Amendment"), dated as of June 28, 2002, 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") WITNESSETH: WHEREAS, 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"), WHEREAS, 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. The defined term "Dilution Reserve Multiple" appearing in Schedule I to the Sale Agreement is hereby amended in its entirety and as so amended shall read as follows: "Dilution Reserve Multiple" shall be determined according to the following table based upon the senior unsecured debt rating of the Parent from S&P and Moody's:
Debt Rating (Senior Unsecured) Multiple BBB+ and Baa1 and higher 1.0 BBB or Baa2 or lower 1.5
; provided, however, (a) if the Parent has a split rating, the applicable rating will be the lower of the two, and (b) if the Parent has no such rating, or such rating has been suspended by either Moody's or S&P, the applicable Dilution Reserve Multiple shall be the one set forth in the last line of the table above. Section 2. 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" shall be determined according to the following table based upon the senior unsecured debt rating of the Parent from Moody's and S&P:
Debt Rating (Senior Unsecured) Multiple BBB+ and Baa1 and higher 1.0 BBB or Baa2 or lower 1.5
; provided, however, that (a) if the Parent has a split rating, the applicable rating will be the lower of the two, (b) if the Parent has no such rating, or such rating has been suspended by either Moody's or S&P, the applicable Loss Reserve Multiple shall be the one set forth in the last line of the table above. Section 3. Anything in the Sale Agreement to the contrary notwithstanding, the Seller may request Incremental Purchases from the date of this Amendment to the date the next Periodic Report must be delivered based upon an interim receivables report (the "Interim Receivables Report") in form and substance satisfactory to the Agent. Section 4. This Amendment shall become effective on the date the Agent (i) has received counterparts hereof executed by the Seller, Initial Collection Agent, each Purchaser and the Agent, (ii) has received the Interim Receivables Report, and (iii) has received a $27,500 Amendment Fee. Section 5.1. 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 made on the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); (b) no Potential Termination Event exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed and delivered by each of the Seller and the Initial Collection Agent, and the Sale Agreement, as amended by this Amendment, and each of the other Transaction Documents are the legal, valid and binding obligations of the Seller and the Initial Collection Agent, enforceable against the Seller and the Initial Collection Agent in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity; and (d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and delivery or performance by the Seller or the Initial Collection Agent of this Amendment or the performance by the Seller or the Initial Collection Agent of the Sale Agreement, as amended by this Amendment, or any other Transaction Document to which they are a party. Section 5.2. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Section 5.3. Except as specifically provided above, the Sale Agreement and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any Agent or any Purchaser under the Sale Agreement or any of the other Transaction Documents, nor constitute a waiver or modification of any provision of any of the other Transaction Documents. All defined terms used herein and not defined herein shall have the same meaning herein as in the Sale Agreement. The Seller agrees to pay on demand all costs and expenses (including reasonable fees and expenses of counsel) of or incurred by the Agent and each Purchaser Agent in connection with the negotiation, preparation, execution and delivery of this Amendment. Section 5.4. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of Illinois. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written. ABN AMRO BANK N.V., as the Agent, as the Committed Purchaser By: /s/ Patricia Luken ---------------------------------------- Title: GVP By: /s/ Nancy C. Buhe ---------------------------------------- Title: GVP WINDMILL FUNDING CORPORATION By: /s/ Andrew L. Stidd ---------------------------------------- Title: President PERKINELMER RECEIVABLES COMPANY, as Seller By: /s/ Jeffrey D. Capello ---------------------------------------- Title: Treasurer PERKINELMER, INC. as Initial Collection Agent By: /s/ David C. Francisco ---------------------------------------- Title: Assistant Treasurer -4-