<PAGE>

                                                                    Exhibit 10.3

                                                                  EXECUTION COPY

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT

                                                      DATED AS OF APRIL 23, 2003

            AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 23, 2003
(this "Amendment") to the Credit Agreement dated as of December 26, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") by and among PERKINELMER, INC., a Massachusetts corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to the Credit Agreement (collectively, the "Lenders"),
MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as sole
advisor, sole lead arranger and sole bookrunner, MERRILL LYNCH CAPITAL
CORPORATION, as syndication agent, SOCIETE GENERALE, as documentation agent and
BANK OF AMERICA, N.A., as administrative agent (in such capacity, the
"Administrative Agent") for the Lenders and as Issuing Lender and Alternate Rate
Lender. Capitalized terms not otherwise defined herein shall have the same
meanings as specified therefor in the Credit Agreement.

                              W I T N E S S E T H:
                               - - - - - - - - - -

            WHEREAS, the Borrower has requested that the Lenders agree to amend
the Credit Agreement; and

            WHEREAS, the Lenders have indicated their willingness to agree to so
amend the Credit Agreement, but only on and subject to the terms and conditions
of this Amendment;

            NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

            SECTION 1. Amendment to the Credit Agreement. The Credit Agreement
is hereby amended, effective as of the Effective Date (as defined in Section 2
below), as follows:

            (a) As of March 28, 2003, clause (2) of the proviso to the
      definition of "Consolidated EBITDA" set forth in Section 1.1 of the Credit
      Agreement is hereby amended and restated in its entirety to read as
      follows:

            "(2) in calculating Consolidated EBITDA for the fiscal quarters
            ending December 31, 2002, March 30, 2003, June 29, 2003, September
            28, 2003, and December 28, 2003, non-cash and cash restructuring
            charges relating to the consolidation of the Life Sciences and
            Analytical Instruments units that were recorded in any such fiscal
            quarter, in an aggregate amount for all such fiscal quarters not
            exceeding $25,000,000, shall be excluded."; and
<PAGE>
                                                                               2

            (b) As of March 28, 2003, the definition of "Consolidated Interest
      Expense" set forth in Section 1.1 of the Credit Agreement is hereby
      amended by deleting the proviso thereto.

            SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective (the "Effective Date") as of the date first above written when, and
only when:

            (a) the Administrative Agent shall have received counterparts of
this Amendment executed by the Borrower and the Required Lenders or, as to any
of such Lenders, advice satisfactory to the Administrative Agent that such
Lender has executed this Amendment.

            (b) the Administrative Agent shall have additionally received all of
the following documents, each such document (unless otherwise specified) dated
the date of receipt thereof by the Administrative Agent (unless otherwise
specified) and in sufficient copies for each Lender, in form and substance
satisfactory to the Administrative Agent (unless otherwise specified) and in
sufficient copies for each Lender

                  (i) A certificate of the Secretary or an Assistant Secretary
            of the Borrower certifying the names and true signatures of the
            officers of the Borrower authorized to sign this Amendment and the
            other documents to be delivered hereunder and thereunder; and

                  (ii) A certificate signed by a duly authorized officer of the
            Borrower stating that:

                  (1)   The representations and warranties contained in the Loan
                  Documents and in Section 3 hereof are correct on and as of the
                  date of such certificate as though made on and as of such
                  date, except where such representation and warranty is
                  expressly made as of a specific earlier date, in which case
                  such representation and warranty shall be true as of such
                  earlier date; and

                  (2)   No event has occurred and is continuing that constitutes
                  a Default or Event of Default as of the Effective Date after
                  giving effect to this Amendment.

                  (iii) All of the accrued fees and expenses of the
            Administrative Agent and the Lenders (including the accrued fees and
            expenses of counsel for the Administrative Agent and the Lenders in
            connection with this Amendment and for other work since the Closing
            Date) shall have been paid in full, including without limitation,
            payment by the Borrower to the Administrative Agent, for the pro
            rata benefit of the Lenders that execute this Amendment by no later
            than 12:00 p.m. (New York City time) on April 23, 2003, an amendment
            fee equal to 0.05% of the sum of (x) the outstanding principal
            balance of the Tranche B Term Loans and (y) the aggregate amount of
            the Revolving Credit Commitments and the L/C Commitments of such
            Lenders under the Credit Agreement, in each case without
            duplication, as of the date hereof.
<PAGE>
                                                                               3

            SECTION 3. Representations and Warranties of the Borrower. In order
to induce the parties hereto to execute and deliver this Amendment, the Borrower
hereby restates each of the representations and warranties contained in Sections
4.3, 4.4 and 4.5 of the Credit Agreement, with each reference therein to the
Credit Agreement being deemed to be a dual reference both to this Amendment and
the Credit Agreement as amended by this Amendment.

            SECTION 4. Reference to and Effect on the Loan Documents. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement," "hereunder," "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement," "thereunder," "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

            (b) The Credit Agreement and the Notes, as specifically amended by
this Amendment, are and shall continue to be in full force and effect and are
hereby in all respects ratified and confirmed. Without limiting the generality
of the foregoing, the Security Documents and all of the Collateral described
therein do and shall continue to secure the payment of all Obligations of the
Loan Parties under the Loan Documents, in each case as amended by this
Amendment.

            (c) The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Administrative Agent under the
Credit Agreement, nor constitute a waiver of any provision of the Credit
Agreement.

            SECTION 5. Costs, Expenses. The Borrower agrees to pay on demand all
reasonable and documented costs and expenses of the Administrative Agent and the
Arranger in connection with the preparation, execution, delivery and
administration, modification and amendment of this Amendment and the other
instruments and documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative
Agent and the Arranger) in accordance with the terms of Section 10.5 of the
Credit Agreement.

            SECTION 6. Execution in Counterparts. This Amendment may be executed
in any number of separate counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.

            SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
                                                                               4

            IN WITNESS WHEREOF, each of the undersigned has caused this
Amendment to be duly executed and delivered as of the day first above written.


                                    PERKINELMER, INC., as Borrower

                                    By:  /s/ Robert F. Friel
                                       -----------------------------------------
                                       Name:  Robert F. Friel
                                       Title: Senior Vice President and
                                              Chief Financial Officer

                                    BANK OF AMERICA, N.A., as
                                    Administrative Agent and as Lender


                                    By:  /s/ James W. Ford
                                       -----------------------------------------
                                       Name:  James W. Ford
                                       Title:  Managing Director


                                    MERRILL LYNCH CAPITAL CORPORATION, as
                                    Syndication Agent and as Lender


                                    By: /s/ Nancy E. Meadows
                                       -----------------------------------------
                                       Name:  Nancy E. Meadows
                                       Title: Assistant Vice President


                                    SOCIETE GENERALE, as Documentation
                                    Agent and as Lender


                                    By: /s/ Wormser Eric
                                       -----------------------------------------
                                       Name:  Wormser Eric
                                       Title: Managing Director
<PAGE>
                                                   ABN AMRO Bank N.V., as Lender


                                             By:  /s/ Nancy W. Lanzoni
                                                ________________________________
                                                Name: Nancy W. Lanzoni
                                                Title: Group Vice President



                                             By:  /s/ Michele R. Costello
                                                ________________________________

                                                Name: Michele R. Costello
                                                Title: Assistant Vice President
<PAGE>
ARCHIMEDES FUNDING IV, LTD.
BY:  ING Capital Advisors, LLC
     as Collateral Manager


By:  /s/ Helen Y. Rhee
     -------------------------------
     Helen Y. Rhee
     SVP & Portfolio Manager


NEMEAN CLO, LTD.
By:  ING Capital Advisors, LLC,
(1)  As Investment Manager


By:  /s/ Helen Y. Rhee
     -------------------------------
     Helen Y. Rhee
     SVP & Portfolio Manager


ENDURANCE CLO I, LTD
c/o ING Capital Advisors, LLC
As Portfolio Manager


By:  /s/ Helen Y. Rhee
     -------------------------------
     Helen Y. Rhee
     SVP & Portfolio Manager


ORYX CLO, LTD., AS A LENDER
By:  ING Capital Advisors, LLC
     As Collateral Manager


By:  /s/ Helen Y. Rhee
     -------------------------------
     Helen Y. Rhee
     SVP & Portfolio Manager


SEQUILS-ING (HBDGM), LTD.
By:  ING Capital Advisors, LLC
     As Collateral Manager


By:  /s/ Helen Y. Rhee
     -------------------------------
     Helen Y. Rhee
     SVP & Portfolio Manager


BALANCED HIGH-YIELD FUND II LTD., AS LENDER
By:  ING Capital Advisors, LLC
     Asset Manager


By:  /s/ Helen Y. Rhee
     -------------------------------
     Helen Y. Rhee
     SVP & Portfolio Manager

<PAGE>
AURUM CLO 2002-1 LTD.


By: Columbia Management Advisers, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Investment Manager

-------------------------------------, as Lender
(Type or print legal name of Lender)

     By: /s/ Kathleen A. Zarn
         ---------------------------------
        Name:   Kathleen A. Zarn
        Title:  Senior Vice President


<PAGE>
                                   BLACKROCK SENIOR LOAN TRUST, as Lender
                                   (Type or print legal name of Lender)


                                       By:  /s/ Dennis M. Schaney
                                          -------------------------------------
                                          Name:  Dennis M. Schaney
                                          Title: Managing Director

                                       for BlackRock Financial Management, Inc.,
                                       as Investment Manager


<PAGE>
BRYN MAWR CLO, Ltd.
By: Deerfield Capital Management LLC as its
    Collateral Manager


By: /s/ Dale Burrow
   -----------------------------
Name:  Dale Burrow
Title: Senior Vice President

<PAGE>
By: Callidus Debt Partners CLO Fund II, Ltd.
By: Its Collateral Manager
    Callidus Capital Management, LLC, as Lender
    ------------------------------------
    (Type or print legal name of Lender)


By: /s/ Wayne Mueller
    ------------------------
    Name:  Wayne Mueller
    Title: Managing Director

<PAGE>
                                CENTURION CDO II, LTD.
                                By: American Express Asset Management Group Inc.
                                    as Collateral Manager, as Lender
                                (Type or print legal name of Lender)


                                    By: /s/ Leanne Stavrakis
                                       -----------------------------------
                                       Name:  Leanne Stavrakis
                                       Title: Director - Operations

<PAGE>
                               CENTURION CDO VI, Ltd.
                               By: American Express Asset Management Group, Inc.
                               as Collateral Manager



                               ____________________________________, as Lender
                               (Type or print legal name of Lender)


                               By: /s/ Leanne Stavrakis
                                   ____________________________________________

                                   Name:   Leanne Stavrakis
                                   Title:  Director - Operations

<PAGE>



                               Citadel Hill 2000, as Lender
                               (Type or print legal name of Lender)


                               By: /s/ Stephen Lockhart
                                   ----------------------------------
                                   Name:   STEPHEN LOCKHART
                                   Title:  AUTHORIZED SIGNATORY

<PAGE>



                               CREDIT SUISSE FIRST BOSTON
                               INTERNATIONAL, as Lender
                               (Type or print legal name of Lender)


                               By: /s/ [ILLEGIBLE]
                                   __________________________________

                                   Name:
                                   Title:

<PAGE>
                               FOREST CREEK CLO, Ltd.
                               By: Deerfield Capital Management LLC as its
                               Collateral Manager



                               By: /s/ Dale Burrow
                                   ___________________________________

                                   Name:   Dale Burrow
                                   Title:  Senior Vice President

<PAGE>
                                     FRANKLIN FLOATING RATE TRUST, as Lender
                                     ----------------------------
                                    (Type or print legal name of Lender)




                                    By: /s/ Richard D'Addario
                                       ----------------------------
                                       Name:  Richard D'Addario
                                       Title: Vice President
<PAGE>
                                 FRANKLIN FLOATING RATE MASTER SERIES, as Lender
                                 ------------------------------------
                                 (Type or print legal name of Lender)




                                        By: /s/ Richard D'Addario
                                           -------------------------------------
                                           Name:  Richard D'Addario
                                           Title: Vice President
<PAGE>
                             Franklin Floating Rate Daily Access Fund, as Lender
                             ----------------------------------------
                             (Type or print legal name of Lender)




                             By: /s/ Richard D'Addario
                                ------------------------------------------------
                                Name:  Richard D'Addario
                                Title: Vice President


<PAGE>
                                        Franklin CLO II, Limited, as Lender
                                        ------------------------
                                        (Type or print legal name of Lender)




                                        By: /s/ Richard D'Addario
                                           -------------------------------------
                                           Name:  Richard D'Addario
                                           Title: Senior Vice President

<PAGE>
                                        Franklin CLO III, Limited, as Lender
                                        -------------------------
                                        (Type or print legal name of Lender)




                                        By: /s/ Richard D'Addario
                                           -------------------------------------
                                           Name:  Richard D'Addario
                                           Title: Senior Vice President

<PAGE>
                                        FRANKLIN CLO IV, LIMITED, as Lender
                                        ------------------------
                                        (Type or print legal name of Lender)




                                        By: /s/ Richard D'Addario
                                           -------------------------------------
                                           Name:  Richard D'Addario
                                           Title: Senior Vice President
<PAGE>
                                        Galaxy CLO 1999-1 Ltd., as Lender
                                        --------------------




                                        By: /s/ Steven S. Oh
                                           -------------------------------------
                                           Name:  Steven S. Oh
                                           Title: Authorized Agent

<PAGE>
                                        Galaxy CLO 2003-1 Ltd.
                                        By: CIBC Inc., as Agent as Lender




                                        By: /s/ [ILLEGIBLE]
                                           -------------------------------------
                                           Name:
                                           Title:

<PAGE>
                             GoldenTree Loan Opportunities I, Limited, as Lender


                             By: /s/ Frederick S. Haddad
                                 -----------------------------------------------
                                 Name:  Frederick S. Haddad
                                 Title:


<PAGE>
                                      Harch CLO I, Ltd., as Lender
                                      (Type or print legal name of Lender)


                                      By: /s/ Michael E. Lewitt
                                          --------------------------------------
                                          Name:  Michael E. Lewitt
                                          Title: AUTHORIZED SIGNATORY


<PAGE>
                            Hewett's Island CDO, Ltd.
                            By: CypressTree Investment Management Company, Inc.,
                                as Portfolio Manager.


                            By: /s/ Michael Ashton
                                ------------------------------------------------
                                Name:  Michael Ashton
                                Title: Principal

<PAGE>
                                 IKB CAPITAL CORPORATION, as Lender
                                 (Type or print legal name of Lender)

                                 By: /s/ David Snyder
                                     -------------------------------------------
                                     Name:  DAVID SNYDER
                                     Title: PRESIDENT
                                            IKB CAPITAL CORPORATION


<PAGE>
                         INDOSUEZ CAPITAL FUNDING VI, LIMITED
                         By: Indosuez Capital as Collateral Manager


                         By: /s/ JACK C. HENRY
                             -------------------
                         Name: Jack C. Henry
                         Title: Principal


<PAGE>




                         KZH CYPRESSTREE-1 LLC, as Lender


                         By: /s/ SUSAN LEE
                             -------------------
                         Name: Susan Lee
                         Title: Authorized Agent
<PAGE>




                         KZH ING-2 LLC, as Lender


                         By: /s/ SUSAN LEE
                             -------------------
                         Name: Susan Lee
                         Title: Authorized Agent
<PAGE>




                         KZH SOLEIL LLC, as Lender


                         By: /s/ SUSAN LEE
                             -------------------
                         Name: Susan Lee
                         Title: Authorized Agent
<PAGE>
                                        KZH SOLEIL-2 LLC, as Lender



                                        By:          /s/ Susan Lee
                                            ____________________________________
                                            Name:  Susan Lee
                                            Title: Authorized Agent
<PAGE>
                                        KZH STERLING LLC, as Lender



                                        By:          /s/ Susan Lee
                                            ____________________________________
                                            Name:  Susan Lee
                                            Title: Authorized Agent
<PAGE>
                                        LCMI Limited Partnership, as Lender
                                        (Type or print legal name of Lender)
                                        By:  Lyon Capital Management LLC,
                                        As Attorney in Fact




                                        By:       /s/ F. Tavangar
                                            ____________________________________
                                            Name:    LYON CAPITAL MANAGEMENT LLC
                                            Title:   Farboud Tavangar
                                                     Senior Portfolio Manager


<PAGE>
                                   LIBERTY FLOATING RATE
                                   ADVANTAGE FUND

                                   By: Columbia Management Advisors, Inc.
                                   (f/k/a Stein Roe & Farnham Incorporated),
                                   As Advisor __________________, as Lender
                                      (Type or print legal name of Lender)


                                        By:         /s/ Kathleen A. Zarn
                                            ____________________________________
                                            Name:       Kathleen A. Zarn
                                            Title:      Senior Vice President


<PAGE>
                         Magnetite Asset Inventors L.L.C.
                       ----------------------------------------, as Lender
                       (Type or print legal name of Lender)



                       By: /s/ Dennis M. Schaney
                           ------------------------------------
                           Name:   Dennis M. Schaney
                           Title:  Managing Director




                       for BlackRock Financial Management, Inc.,
                                 as Managing Member
<PAGE>
                         Magnetite Asset Investors III L.L.C.
                       ----------------------------------------, as Lender
                       (Type or print legal name of Lender)



                       By: /s/ Dennis M. Schaney
                           ------------------------------------
                           Name:   Dennis M. Schaney
                           Title:  Managing Director




                       for BlackRock Financial Management, Inc.,
                                 as Managing Member
<PAGE>
                         Magnetite IV CLO, Limited
                       ----------------------------------------, as Lender
                       (Type or print legal name of Lender)



                       By: /s/ Dennis M. Schaney
                           ------------------------------------
                           Name:   Dennis M. Schaney
                           Title:  Managing Director




                       for BlackRock Financial Management, Inc.,
                                 as Collateral Manager
<PAGE>
                          Magnetite IV CLO, Limited
                       ----------------------------------------, as Lender
                       (Type or print legal name of Lender)



                       By: /s/ Dennis M. Schaney
                           ------------------------------------
                           Name:   Dennis M. Schaney
                           Title:  Managing Director




                       for BlackRock Financial Management, Inc.,
                               as Collateral Manager
<PAGE>
                              MASSACHUSETTS MUTUAL LIFE
                              INSURANCE COMPANY, as Lender
                              BILL & MELINDA GATES FOUNDATION, as
                              Lender

                              By: David L. Babson & Company Inc. as
                              Investment Adviser

                              By: /s/ Glenn Duffy
                                 ________________________________________
                                 Name: Glenn Duffy
                                 Title: Managing Director

                              BABSON CLO LTD. 2003-I, as Lender
                              By: David L. Babson & Company Inc. as Manager

                              By: /s/ Glenn Duffy
                                 ________________________________________
                                 Name: Glenn Duffy
                                 Title: Managing Director

                              APEX (IDM) CDO I, LTD., as Lender
                              ELC (CAYMAN) LTD., as Lender
                              ELC (CAYMAN) LTD. CDO SERIES 1999-I, as lender
                              ELC (CAYMAN) LTD. 1999-II, as Lender
                              ELC (CAYMAN) LTD. 1999-III, as Lender
                              ELC (CAYMAN) LTD. 2000-I, as Lender
                              TRYON CLO LTD. 2000-I, as Lender

                              By: David L. Babson & Company Inc. as Collateral
                              Manager

                              By: /s/ Glenn Duffy
                                 ________________________________________
                                 Name: Glenn Duffy
                                 Title: Managing Director

                              MAPLEWOOD (CAYMAN) LIMITED, as Lender
                              By: David L. Babson & Company Inc. under
                              delegated authority from Massachusetts Mutual
                              Life Insurance Company as Investment Manager

                              By: /s/ Glenn Duffy
                                 ________________________________________
                                 Name: Glenn Duffy
                                 Title: Managing Director


<PAGE>
                              MONY Life Insurance Company, as Lender
                              _______________________________________
                               (Type or print legal name of Lender)

                                   By: MONY Capital Management, Inc.,
                                          as Investment Adviser

                              By: /s/ Suzanne E. Walton
                                  ___________________________________
                                  Name: Suzanne E. Walton
                                  Title: Senior Managing Director


<PAGE>
       MONY Life Insurance          Company of America        , as Lender
                           -----------------------------------
                           (Type or print legal name of Lender)

                                      By: MONY Capital Management, Inc.


                                      By:         /s/ Suzanne E. Walton
                                         ---------------------------------------
                                         Name:   Suzanne E. Walton
                                         Title:  Authorized Agent
<PAGE>
                                              MUIRFIELD TRADING, INC., as Lender


                                              By:      /s/ Diana M. Himes
                                                 -------------------------------
                                                 Name:  Diana M. Himes
                                                 Title: Assistant Vice President
<PAGE>
                                        New York Life Insurance Company, as
                                        Lender


                                        By:        /s/ F. David Melka
                                           -------------------------------------
                                           Name:   F. David Melka
                                           Title:  Investment Vice President
<PAGE>
                                        New York Life Insurance and Annuity
                                        Corporation,
                                        By: New York Life Investment Management,
                                        LLC, its Investment Manger, as Lender


                                        By:        /s/ F. David Melka
                                           -------------------------------------
                                           Name:   F. David Melka
                                           Title:  Vice President
<PAGE>

                                        ORIX Finance Corp. I, as Lender

                                        By: /s/ S.H. Davis
                                            ------------------------------------
                                            Name: Sheppard H.C. Davis, Jr.
                                            Title: Authorized Representative





<PAGE>

                                        PRESIDENT & FELLOWS OF HARVARD
                                        COLLEGE

                                        By: Regiment Capital Management, LLC
                                            as its Investment Advisor

                                        By: Regiment Capital Advisors, LLC
                                            its Manager and pursuant to
                                            delegated authority


                                        By: /s/ Timothy S. Peterson
                                            ------------------------------------
                                            Timothy S. Peterson
                                            President


<PAGE>

                                       Lender:

                                       PRINCIPAL LIFE INSURANCE COMPANY

                                       By: Principal Global Investors, LLC
                                           a Delaware limited liability company,
                                           its authorized signatory

                                       By: /s/ Douglas A. Drees
                                           -------------------------------------
                                       Its: Douglas A. Drees, Counsel

                                       By: /s/ Elizabeth D. Swanson
                                           -------------------------------------
                                       Its: Elizabeth D. Swanson, Counsel








<PAGE>

                                        REGIMENT CAPITAL LTD.

                                        By: Regiment Capital Management, LLC
                                            as its Investment Advisor

                                        By: Regiment Capital Advisors, LLC
                                            its Manager and pursuant to
                                            delegated authority


                                        By: /s/ Timothy S. Peterson
                                            ------------------------------------
                                            Timothy S. Peterson
                                            President




<PAGE>
                              RIVIERA FUNDING LLC, as Lender

                              By: /s/ Diana M. Himes
                                 -------------------------------
                                 Name:  Diana M. Himes
                                 Title: Assistant Vice President
<PAGE>
                              ROSEMONT CLO, Ltd.
                              By: Deerfield Capital Management LLC as its
                                  Collateral Manager

                              By: /s/ Dale Burrow
                                 ----------------------------
                                 Name:  Dale Burrow
                                 Title: Senior Vice President
<PAGE>
                                   Seaboard CLO 2000, Ltd.
                                   By: ORIX Capital Markets, LLC, as Lender
                                       Its Collateral Manager

                                   By: /s/ Sheppard H.C. Davis, Jr.
                                      -------------------------------------
                                      Name:  Sheppard H.C. Davis, Jr.
                                      Title: Managing Director
<PAGE>
                                   Senior Loan Fund, as Lender
                                   ----------------
                                   (Type or print legal name of Lender)

                                   By: /S/ Dennis M. Schaney
                                      ---------------------------------
                                      Name:  Dennis M. Schaney
                                      Title: Managing Director

                                   for BlackRock Financial Management, Inc.,
                                   as Investment Manager
<PAGE>

                                     SEQUILS-Cumberland I, Ltd.
                                     By: Deerfield Capital Management LLC as its
                                         Collateral Manager



                                     By: /s/ Dale Burrow
                                         ------------------------
                                     Name:  Dale Burrow
                                     Title: Senior Vice President
<PAGE>


                                Sequils--Centurion V, Ltd.
                                By: American Express Asset Management Group Inc.
                                    as Collateral Manager



                                    -----------------------------, as Lender
                                    (Type or print legal name of Lender)


                                    By: /s/ Leanne Stavrakis
                                       --------------------------------
                                       Name:  Leanne Stavrakis
                                       Title: Director--Operations
<PAGE>


                                            STANWICH LOAN FUNDING LLC, as Lender



                                            By: /s/ Diana M. Himes
                                               -------------------------------
                                               Name:  DIANA M. HIMES
                                               Title: ASSISTANT VICE PRESIDENT
<PAGE>


                                       STEIN ROE & FARNHAM CLO I LTD.

                                       By: Columbia Management Advisers, Inc.
                                       (f/k/a Stein Roe & Farnham Incorporated),
                                       As Portfolio Manager
                                             -----------------------, as Lender
                                       (Type or print legal name of Lender)

                                             By: /s/ Kathleen A. Zarn
                                                -------------------------------
                                                Name:  Kathleen A. Zarn
                                                Title: Senior Vice President
<PAGE>
                                    SunAmerica Life Insurance Company, as Lender

                                    By: /s/ Steven S. Oh
                                       ------------------
                                       Name: Steven S. Oh

                                       Title: Authorized Agent
<PAGE>
                                    Toronto Dominion (New York), Inc., as Lender
                                            (Type or print legal name of Lender)

                                            By: /s/ Stacey L. Malek
                                               ----------------------
                                               Name: Stacey L. Malek

                                               Title: Vice President
<PAGE>
                               Venture CDO 2002, Limited, as Lender
                               (Type or print legal name of Lender)

                               By its investment advisor, Barclays Capital Asset
                               Management Limited,
                               By its sub-advisor, Barclays Bank PLC, New York
                               Branch

                               By: /s/ Hans L. Christensen
                                  -------------------------
                                  Name: Hans L. Christensen

                                  Title: Director



<PAGE>
                               Venture II CDO 2002, Limited, as Lender
                               (Type or print legal name of Lender)

                               By its investment advisor, Barclays Bank PLC,
                               New York Branch


                               By: /s/ Hans L. Christensen
                                  -------------------------
                                  Name: Hans L. Christensen

                                  Title: Director