<PAGE>
                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY

                       AMENDMENT NO. 3 TO CREDIT AGREEMENT

                                                   DATED AS OF DECEMBER 26, 2003

                  AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of December 26,
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 book runner, 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 Aaent") 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) The definition of "Applicable Margin" set forth in Section
         1.1 of the Credit Agreement is hereby amended by:

                           (i) deleting the figure "3.00%" appearing in
                  subsection (a)(i) thereof and substituting the figure "1.25%"
                  therefor;

                           (ii) deleting the figure "4.00%" appearing in
                  subsection (a)(ii) thereof and substituting the figure "2.25%"
                  therefor;

                           (iii) deleting the figure "3.0:1.0" appearing in
                  clause (A)(2) of the proviso thereto and substituting the
                  figure "2.5:1.0" therefor;

<PAGE>

                           (iv) deleting the figure "2.50%" appearing in clause
                  (A)(2) of the proviso thereto and substituting the figure
                  "1.00%" therefor; and

                           (v) deleting the figure "3.50% appearing in clause
                  (A)(2) of the proviso thereto and substituting the figure
                  "2.00%" therefor.

                  In addition, Section 2.10 of the Credit Agreement is hereby
amended by deleting subsection (b) thereof in its entirety and substituting the
phrase "Intentionally Omitted" therefor.

                  (b) The definition of "Consolidated EBITDA" contained in
         Section 1.1 of the Credit Agreement is hereby amended by amending and
         restating subsection (e) thereof in its entirety to read as follows:

                           "(e) non-cash charges (i) recorded pursuant to FAS
                  142 in respect of impairment of goodwill and (ii) in respect
                  of write-down of intangibles,".

                  (c) The definition of "Subordinated Debt" contained in Section
         1.1 of the Credit Agreement is hereby amended by adding the phrase "and
         Section 7.2(m)(ii)" immediately following the phrase "Section 7.2(f)"
         appearing in subsection (b)(iii) thereof.

                  (d) Section 2.11 of the Credit Agreement is hereby amended by
         (i) deleting the phrase "and (m)" appearing in the parenthetical to
         subsection (a) thereof and substituting the phrase ", (m) and (n)"
         therefor and (ii) deleting the date "December 31, 2003" appearing in
         subsection (c) thereof and substituting the date "December 28, 2003"
         therefor.

                  (e) Section 6.9 of the Credit Agreement is hereby amended and
         restated in its entirety to read as follows:

                           "In the case of the Borrower, within 60 days after
                  the Closing Date, and at all times thereafter, enter into
                  Hedge Agreements to the extent necessary to provide that at
                  least 30% of the aggregate principal amount of the Hedging
                  Amount is subject to a fixed interest rate, which Hedge
                  Agreements shall have terms and conditions reasonably
                  satisfactory to the Administrative Agent".

                  (f) Section 7.2 of the Credit Agreement is hereby amended by:

                           (i) adding the parenthetical "(taking into account
                  all Indebtedness issued pursuant to clause (i) of this Section
                  7.2(f))" immediately following the phrase "at any time
                  outstanding" appearing in subsection (f)(iii) thereof;

                           (ii) deleting the amount "$10,000,000" appearing in
                  subsection (h) thereof and substituting the amount
                  "$30,000,000" therefor;

                           (iii) (A) adding a new subsection (m) therein to read
                  as set forth below and (B) relettering the existing subsection
                  (m) as subsection (n):

                                        2

<PAGE>

                                    "(m) Indebtedness of the Borrower in
                           connection with the Investments permitted to be made
                           pursuant to Section 7.8(i), in an amount not to
                           exceed $125,000,000 in respect of either, at the
                           option of the Borrower, (i) a new tranche C term loan
                           facility (the "Tranche C Term Loan Facility") to be
                           added under this Agreement on terms substantially
                           similar to the Tranche B Term Loan Facility (other
                           than as to interest rate, which shall be consistent
                           with transactions of a similar nature conducted at
                           such time); provided that the yield to maturity with
                           respect to the Tranche C Term Loan Facility (taking
                           into account upfront fees paid to the lenders under
                           such new Tranche C Term Loan Facility) may be no more
                           than 0.25% per annum greater than the yield to
                           maturity with respect to the Tranche B Term Loans at
                           the time the Tranche C Term Loan Facility becomes
                           effective (and the Borrower agrees that the pricing
                           of the remaining Tranche B Term Loans (if any) will
                           be increased and or additional fees will be paid to
                           the remaining Tranche B Term Loan Lenders (if any) to
                           the extent necessary to satisfy such requirement) or
                           (ii) additional Subordinated Debt; provided that in
                           either case, after giving pro forma effect to the
                           incurrence of such Indebtedness, (w) the Consolidated
                           Leverage Ratio shall not exceed the ratio set forth
                           opposite the applicable period below:

<TABLE>
<CAPTION>
              Period                  Consolidated Leverage Ratio
-----------------------------------------------------------------
<S>                                   <C>
December 29, 2003 - January 2,2005            3.25:1.00
-----------------------------------------------------------------
January 3, 2005 - January 1, 2006             3.00:1.00
-----------------------------------------------------------------
January 2, 2006 - December 31, 2006           2.50:1.00
-----------------------------------------------------------------
January 1, 2007 and thereafter                2.25:1.00
</TABLE>

                           , (x) the Consolidated Senior Leverage Ratio shall
                           not exceed 1.50:1.00, (y) no Default shall have
                           occurred and be continuing or would result therefrom
                           and (z) the terms thereof shall he reasonably
                           acceptable to the Administrative Agent"; and

                           (iv) deleting the amount "$30,000,000" appearing in
                  current subsection (m) thereof (as relettered to new
                  subsection (n) pursuant to clause (iii) above) and
                  substituting the amount "$50,000,000" therefor.

                  (g) Section 7.3 of the Credit Agreement is hereby amended by
         adding the proviso "; except for easements, rights-of-way, restrictions
         or other encumbrances granted by the Borrower to Pacific Gas & Electric
         Company, or an affiliate thereof, in connection with power lines
         installed by such company on the Borrower's property located in
         Fremont, California; provided that such easement, right-of-way,
         restriction or other encumbrance does not reduce the fair market value
         of such property by more than $2,000,000 at the time such easement,
         right-of-way, restriction or other encumbrance is granted, as
         reasonably estimated by the Borrower" immediately following the word
         "Subsidiaries" appearing in subsection (e) thereof.

                                        3

<PAGE>

                  (h) Section 7.4 of the Credit Agreement is hereby amended by
         amending and restating subsection (d) thereof in its entirety to read
         as follows:

                  "(d) the Borrower may Dispose of (i) Fluid Sciences (which is
                  a reporting segment of the Borrower on the date hereof), as
                  permitted by Section 7.5(e) and (ii) any or all of its assets
                  to any Subsidiary Guarantor that has duly executed the
                  Guarantee and Collateral Agreement and has otherwise complied
                  with the terms of this Agreement (including, without
                  limitation, Section 6.10 hereof)."

                  (i) Section 7.5 of the Credit Agreement is hereby amended by:

                           (i) adding the phrase ", 7.4(d)(ii)" immediately
                  following the phrase "7.4(c)" and immediately preceding the
                  phrase "and 7.8(g)(iii)" appearing in subsection (c) thereof;
                  and

                           (ii) amending and restating subsection (i) thereof in
                  its entirety to read as follows:

                           "(i) the Disposition of other assets having a fair
                  market value not to exceed $15,000,000 in the aggregate for
                  any fiscal year of the Borrower and $30,000,000 in the
                  aggregate while this Agreement is in effect (not taking into
                  account any Dispositions of assets pursuant to this Section
                  7.5(i) prior to January 1, 2004); provided that at least 50%
                  of the consideration for each such Disposition shall be in the
                  form of cash; and".

                  (j) Section 7.8 of the Credit Agreement is hereby amended by
         deleting the amount "$75,000,000" appearing in subsection (i) thereof
         and substituting the amount "$125,000,000" therefor.

                  (k) Section 7.11 of the Credit Agreement is amended by (i)
         deleting the "," at the end thereof and substituting "," therefor and
         (ii) adding the proviso "except for arrangements not to exceed
         $10,000,000 in the aggregate for any fiscal year of the Borrower and
         $30,000,000 in the aggregate while this Agreement is in effect, in each
         case, determined by reference to the sale price of such asset." at the
         end thereof.

                  (1) Section 7.12 of the Credit Agreement is amended by
         deleting the phrase "the last Sunday of each calendar year" appearing
         therein and substituting the phrase "the Sunday closest to December 31
         of each calendar year" therefor.

                  (m) Section 7.17 of the Credit Agreement is amended by (i)
         deleting the "." at the end thereof and substituting ";" therefor and
         (ii) adding the proviso "provided that, in any event, the Borrower and
         its Subsidiaries may enter into Hedge Agreements that move from fixed
         interest rates to floating interest rates or move from floating
         interest rates to fixed interest rates." at the end thereof.

                                        4

<PAGE>

                  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 (i)
counterparts of this Amendment executed by the Borrower and (A) with respect to
the amendments set forth in Section 1(a) of this Amendment, each Tranche B Term
Loan Lender and the Required Lenders, (B) with respect to the amendment set
forth in Section l(d) of this Amendment, the Required Prepayment Lenders and the
Required Lenders and (C) with respect to the amendments set forth in Sections
1(b), 1(c), 1(e), 1(f), 1(g), 1(h), 1(i), 1(j), 1(k), 1(l) and 1(m) of this
Amendment, the Required Lenders or, as to any of such Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment and (ii) the Consent attached hereto executed by each Guarantor and
each Grantor (other than the Borrower) under the Guarantee and Collateral
Agreement.

                  (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:

                           (A) 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

                           (B) 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.

                  (c) 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 in connection with this Amendment and for other work
since the Closing Date), shall have been paid in full.

                  (d) With respect to the amendments set forth in Section 1(a)
of this Amendment, the Borrower shall have paid to the Administrative Agent, for
the pro rata benefit of each Tranche B Term Loan Lender that executes this
Amendment, a Tranche B Term Loan Facility

                                        5

<PAGE>

amendment fee equal to 1.00% of the sum of the outstanding principal amount of
the Tranche B Term Loans held by such Tranche B Term Loan Lender, as of the
Effective Date.

                  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 Effective Date, 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 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) 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.

                                        6

<PAGE>

           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/ Michael E. O'Brien
                                   ---------------------------------------------
                                   Name: Michael E. O'Brien
                                   Title: Vice President

                               SOCIETE GENERALE, as Documentation Agent
                               and as Lender

                               By: /s/ Anne-Marie Dumortier
                                   ---------------------------------------------
                                   Name: Anne-Marie Dumortier
                                   Title: Vice President

                                        7

<PAGE>

                                ABN AMRO Bank N.V., as Lender

                                By: /s/ Alexander M. Blodi
                                   ---------------------------------------------
                                   Name: Alexander M. Blodi
                                   Title: Director

                                By: /s/ Todd J. Miller
                                   ---------------------------------------------
                                   Name: Todd J. Miller
                                   Title: Assistant Vice President

                                        8

<PAGE>

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

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

                                By: /s/ David P. Wells
                                   ---------------------------------------------
                                   Name: David P. Wells, CFA
                                   Title: Managing Director

                                        8

<PAGE>

                                ARCHIMEDES FUNDING IV (CAYMAN), LTD.

                                By: ING Capital Advisors LLC,
                                   as Collateral Manager

                                By: /s/ Helen Y. Rhee
                                   ---------------------------------------------
                                Name:  Helen Y. Rhee
                                Title: Director

                                        8

<PAGE>

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

                                By:/s/ David P. Wells
                                   ---------------------------------------------
                                   Name: David P. Wells, CFA
                                   Title: Managing Director

                                        8

<PAGE>

                                BALANCED HIGH-YIELD FUND II, LTD.

                                By: ING Capital Advisors LLC,
                                as Asset Manager

                                By: /s/ Helen Y. Rhee
                                   ---------------------------------------------
                                Name:  Helen Y. Rhee
                                Title: Director

                                        8

<PAGE>

                                BILL & MELINDA GATES FOUNDATION
                                By: David L. Babson & Company Inc. as
                                Investment Adviser, as Lender

                                By: /s/ David P. Wells
                                   ---------------------------------------------
                                   Name: David P. Wells, CFA
                                   Title: Managing Director

                                        8

<PAGE>

                                BLACK ROCK SENIOR LOAN TRUST
                                MAGNETITE ASSET INVESTORS L.L.C.
                                MAGNETITE ASSET INVESTORS III L.L.C.
                                MAGNETITE IV CLO, LIMITED
                                MAGNETITE V  CLO, LIMITED as Lender
                                Senior Loan Fund

                                By: /s/ MARK J. WILLIAMS
                                   ---------------------------------------------
                                   Name: MARK J. WILLIAMS
                                   Title: AUTHORIZED SIGNATORY

                                        8

<PAGE>

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

                               By: /s/ Matt Stouffer
                                    --------------------------------------------
                                    Name: Matt Stouffer
                                    Title: Vice President

                                        8

<PAGE>

                              By: Callidus Debt Partners CLO Fund II, Ltd.
                                      By: Its Collateral Manager,
                                  Callidus Capital Management, LLC

                                 as Lender


                              By: /s/ Wayne Mueller
                                   ---------------------------------------------
                                   Name: WAYNE MUELLER
                                   Title: MANAGING DIRECTOR

                                        8

<PAGE>

                                CARLYLE HIGH YIELD PARTNERS, L.P.

                                 as Lender


                               By: /s/ Linda Pace
                                   ---------------------------------------------
                                   Name: LINDA PACE
                                   Title: PRINCIPAL

                                        8

<PAGE>

                                CARLYLE HIGH YIELD PARTNERS III, LTD.

                                 as Lender


                                By: /s/ Linda Pace
                                    --------------------------------------------
                                    Name: LINDA PACE
                                    Title: PRINCIPAL

                                        8

<PAGE>
]
                                Carlyle High Yield Partners, IV, Ltd.

                                 as Lender


                                By: /s/ Linda Pace
                                    --------------------------------------------
                                    Name: LINDA PACE
                                    Title: PRINCIPAL

                                        8

<PAGE>

                                Centurion CDO II. Ltd.

                                By: American Express Asset Management Group Inc,
                                as Collateral Manager as Lender


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

                                        8

<PAGE>

                              Centurion CDO VI, Ltd.

                              By: American Express Asset Management Group Inc,
                              As Collateral Manager as Lender


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

                                        8

<PAGE>

                                   Citadel Hill 2000 Ltd., as Lender


                               By: /s/ Kenneth A. Irvine
                                   ---------------------------------------------
                                   Name: Kenneth A. Irvine
                                   Title: Head of Business Support &
                                          Investor Relations
                                          Citadel Hill Advisors, LLC


                                        8

<PAGE>


                                COLUMBIA FLOATING RATE
                                ADVANTAGE FUND

                                (f/k/a Liberty Floating Rate Advantage Fund)

                                By: Columbia Management Advisors, Inc.,
                                As Advisor                         , as Lender


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

                                        8

<PAGE>

                                CREDIT SUISSE FIRST BOSION INTERNATIONAL

                                                                    , as Lender


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

                                        8

<PAGE>

                                CLOSE INTERNATIONAL CUSTODY SERVICE LIMITED RE
                                CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY
                                LIMITED

                                By: [ILLEGIBLE]

                                By: /s/ Jaffrey Megar
                                   ---------------------------------------------
                                   Name: Jaffrey Megar
                                   Title: Director

                                        8

<PAGE>

                                DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender

                                By: /s/ John Pineiro
                                    --------------------------------------------
                                    Name: John Pineiro
                                    Title: Director

                                        8

<PAGE>

                                ENDURANCE CLO I, LTD.

                                C/o ING Capital Advisors LLC,
                                   as Portfolio Manager

                                By: /s/ Helen Y. Rhee
                                   ---------------------------------------------
                                   Name: Helen Y. Rhee
                                   Title: Director

                                        8

<PAGE>

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

                                By: /s/ Matt Stouffer
                                   ---------------------------------------------
                                   Name: Matt Stouffer
                                   Title: Vice President

                                        8

<PAGE>

                                FRANKLIN CLO II, LIMITED
                                                                 , as Lender


                               By: /s/ Richard Hsu
                                   ---------------------------------------------
                                   Name: Richard Hsu
                                   Title: Vice President

                                        8

<PAGE>



                                FRANKLIN CLO III, LIMITED
                                                                   , as Lender


                               By: /s/ Richard Hsu
                                   ---------------------------------------------
                                   Name: Richard Hsu
                                   Title: Vice President

                                        8

<PAGE>

                                FRANKLIN CLO IV, LIMITED
                                                                 , as Lender


                               By: /s/ Richard Hsu
                                   ---------------------------------------------
                                   Name: Richard Hsu
                                   Title: Vice President

                                        8

<PAGE>

                                FRANKLIN FLOATING RATE DAILY ACCESS FUND
                                                                     , as Lender


                               By: /s/ Richard Hsu
                                   ---------------------------------------------
                                   Name: Richard Hsu
                                   Title:Asst. Vice President

                                        8

<PAGE>

                                FRANKLIN FLOATING RATE TRUST
                                as Lender

                               By: /s/ Richard Hsu
                                   ---------------------------------------------
                                   Name: Richard Hsu
                                   Title:Asst. Vice President

                                        8

<PAGE>

                                Galaxy CL0 1999-1, Ltd.
                                by: AIG Global Investment Corp.
                                as Collateral Manager

                                as Lender

                                By: /s/ W. Jeffrey Baxter
                                   ---------------------------------------------
                                   Name: W. Jeffrey Baxter
                                   Title: Vice President

                                        8

<PAGE>

                                Galaxy CLO 2003-1, Ltd.
                                by: AIG Global Investment Corp.
                                as Investment Adviser

                                as Lender

                                By: /s/ W. Jeffrey Baxter
                                   ---------------------------------------------
                                   Name: W. Jeffrey Baxter
                                   Title: Vice President

                                        8

<PAGE>

                                GENERAL ELECTRIC CAPITAL CORPORATION, as Lender

                                By: /s/  Brian P Schwinn
                                   ---------------------------------------------
                                   Name: Brian P Schwinn
                                   Title: Duly Authorized Signatory

                                        8

<PAGE>

                                GoldenTree Loan Opportunities. I, Limited
                                By: GoldenTree Asset Management, LP as Lender

                                By: /s/ Fred Haddad
                                    --------------------------------------------
                                    Name: Fred Haddad

                                        8

<PAGE>

                                HARBOURVIEW CLO IV, LTD., as Lender

                              By: /s/ Bill Campbell
                                   ---------------------------------------------
                                   Name: Bill Campbell
                                   Title: Manager

                                        8

<PAGE>

                                HARBOURVIEW CLO V, LTD., as Lender,

                                By: /s/ Bill Campbell
                                    --------------------------------------------
                                    Name: Bill Campbell
                                    Title: Manager

                                        8

<PAGE>

                                HARCH CLO I, LTD, as Lender

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

                                        8

<PAGE>

                                Hawatt's Igland CDO, Ltd.

                                By: Cypress Tree Investment Management Company,
                                    Inc., as Portfolio Manager
                                as Lender

                               By: /s/ Jefrey Megar
                                    --------------------------------------------
                                    Name: Jefrey Megar
                                    Title: Director

                                        8

<PAGE>

                                IKB Capital Corporation, as Lender

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

                                        8

<PAGE>

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

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

                                        8

<PAGE>


                                 KZH CYPRESSTREE-1 LLC

                                 By: /s/ HI HUA
                                   ---------------------------------------------
                                   Name: HI HUA
                                   Title: AUTHORIZED AGENT

                                        8

<PAGE>

                                 KZH INC-2 LLC

                                 By: /s/ HI HUA
                                   ---------------------------------------------
                                   Name: HI HUA
                                   Title: AUTHORIZED AGENT

                                        8

<PAGE>

                                 KZH SOLEIL LLC

                                 By: /s/ HI HUA
                                   ---------------------------------------------
                                   Name: HI HUA
                                   Title: AUTHORIZED AGENT

                                        8

<PAGE>

                                 KZH SOLEIL-2 LLC

                                 By: /s/ HI HUA
                                   ---------------------------------------------
                                   Name: HI HUA
                                   Title: AUTHORIZED AGENT

                                        8

<PAGE>

                                 KZH STERLING LLC

                                 By: /s/ HI HUA
                                   ---------------------------------------------
                                   Name: HI HUA
                                   Title: AUTHORIZED AGENT

                                        8

<PAGE>

                                LANDMARK II CDO LIMITED
                                By: Aladdin Capital Management LLC As Manager,
                                as Lender

                                By: /s/ Joseph Moroney
                                   ---------------------------------------------
                                   Name: Joseph Moroney, CFA
                                   Title: AUTHORIZED SIGNATORY

                                        8

<PAGE>

                                LCMI Limited Partnership, As Lender

                                By: Lyon Capital Management LLC,
                                As Collateral Manager

                                By: /s/ Alex Kenna
                                   ---------------------------------------------
                                 Name: ALEX KENNA
                                 Title: Portfolio Manager


                                       8
<PAGE>

                                Longhorn CDO (Cayman) LTD
                                By: Merrill Lynch Investment Managers,L.P.
                                    as Investment Advisor as Lender

                               By: /s/ [ILLEGIBLE]
                                   ---------------------------------------------
                               Longhorn CDO II, LTD.

                                By: Merrill Lynch Investment Managers,L.P.
                                as Investment Advisor as Lender

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

<PAGE>

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

                                By: /s/ David P. Wells
                                    --------------------------------------------
                                    Name: David P. Wells, CFA
                                    Title: Managing Director

                                        8

<PAGE>

                                MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
                                By: David L. Babson & Company Inc. as Investment
                                Adviser, as Lender

                                By: /s/ David P. Wells
                                    -------------------------------------------
                                    Name: David P. Wells, CFA
                                    Title: Managing Director

                                        8

<PAGE>

                                       MERRILL LYNCH CREDIT PRODUCTS, LLC,
                                       as Lender

                                       By: /s/ Tanya Kim-Johnson
                                           ------------------------------
                                           Name: TANYA KIM-JOHNSON
                                           Title: VICE PRESIDENT

                                        8
<PAGE>

                             MONY Life Insurance Company, as Lender

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

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

                                    8

<PAGE>

                             MONY Life Insurance Company of America, as Lender

                             By: MONY Capital Management, Inc.

                             By: /s/ Suzanne E. Walton
                                 ----------------------------------------
                                 Name:  Suzanne E. Walton
                                 Title: Authorized Agent

                                    8

<PAGE>

                             MOUNTAIN CAPITAL CLO 1 LTD.
                             as Lender

                             By:    /s/ Chris Siddons
                                    -----------------------
                             Name:  Chris Siddons
                             Title: Director

                                    8

<PAGE>

                             MOUNTAIN CAPITAL CLO 11 LTD.
                                  as Lender

                                  By: /s/ Chris Siddons
                                      ------------------------------------------
                                      Name:  Chris Siddons
                                      Title: Director

                                    8
<PAGE>

                             MUIRFIELD TRADING LLC, as Lender

                             By: /s/ Diana M. Himes
                                 ------------------------
                                 Name:  DIANA M. HIMES
                                 Title: AUTHORIZED AGENT

                                    8

<PAGE>

                             Natexis Banques Popularies, as Lender

                             By: /s/ Tefta Ghilaga
                                 ---------------------------------------------
                                 Name:  TEFTA GHILAGA
                                 Title: VICE PRESIDENT

                             /s/ Kristen Brainard
                             ------------------------------------------------
                             KRISTEN BRAINARD
                             ASSOCIATE

                                    8

<PAGE>

                             NEMEAN CLO, LTD.

                             BY:  ING Capital Advisors LLC,
                                  as Investment Manager

                             BY: /s/ Helen Y. Rhee
                                 -------------------------------------------
                             Name:  HELEN Y. RHEE
                             Title: DIRECTOR

                                    8

<PAGE>

                             New York Life Insurance and Annuity Corporation,
                             By: New York Life Investment Management LLC,
                                 Its Investment Manager, as Lender

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

                                    8
<PAGE>

                             New York Life Insurance Company, as Lender

                             By: /s/ F. David Melka
                                 -------------------------------------------
                                 Name:  F. David Melka
                                 Title: Investment Vice President

                                    15

<PAGE>

                             NYLIM Flatiron CLO 2003-1 Ltd.,
                             By: New York Life Investment Management LLC,
                                 As Collateral Manager and Attorney-In-Fact,
                             as Lender

                             By: F. David Melka
                                 -------------------------------------------
                                 Name:  F. David Melka
                                 Title: Vice President

                                    8

<PAGE>

                             OLYMPIC FUNDING TRUST, SERIES 1999-1, as
                             Lender

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

                                    8

<PAGE>

                             OPPENHEIMER SENIOR FLOATING RATE
                             FUND, as Lender

                             By: /s/ Bill Campbell
                                 -------------------------------------------
                                 Name:  Bill Campbell
                                 Title: Manager

                                    8

<PAGE>

                             ORIX FUNDING LLC, as Lender

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

                                    8

<PAGE>

                             ORYX CLO, LTD.

                             BY:  ING Capital Advisors LLC,
                                  as Collateral Manager

                             BY: /s/ Helen Y. Rhee
                                 ---------------------------------------------
                             Name:  HELEN Y. RHEE
                             Title: DIRECTOR

                                    8

<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

                                    8

<PAGE>

                             as Lender

                             PRINCIPAL LIFE INSURANCE COMPANY

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

                             By:  /s/ [ILLEGIBLE]
                                  -------------------------------------------
                             Its: /s/ [ILLEGIBLE]

                             By:  /s/ Joelleni Watts, Counsel
                                  -------------------------------------------
                             Its: JOELLENI WATTS, COUNSEL

                                     8

<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

                                    8

<PAGE>

                             RIVIERA FUNDING LLC, as Lender

                             BY: /s/ Diana M. Himes
                                 ---------------------------------------------
                                 Name:  DIANA M. HIMES
                                 Title: AUTHORIZED AGENT

                                    8

<PAGE>

                             ROSEMONT CLO, Ltd.
                             By: Deerfield Capital Management, LLC as its
                                 Collateral Manager

                             By: /s/ Matt Stouffer
                                 ---------------------------------------------
                             Name:  Matt Stouffer
                             Title: Vice President

                                    8

<PAGE>

                             SEABOARD CLO 2000 LTD.
                             By: David L. Babson & Company Inc. as Collateral
                             Manager, as Lender

                             By: /s/ David P. Wells
                                 ---------------------------------------------
                                 Name:  David P. Wells. CFA
                                 Title: Managing Director

                                    8

<PAGE>

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

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

                                       8

<PAGE>

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

                             By: /s/ Matt Stouffer
                                 ---------------------------------------------
                                 Name:  Matt Stouffer
                                 Title: Vice President

                                       8

<PAGE>

                             SEQUILS-ING I (HBDGM), LTD.

                             BY:  ING Capital Advisors LLC,
                                  as Collateral Manager

                             By: /s/ Helen Y. Rhee
                                 ---------------------------------------------
                             Name:  HELEN Y. RHEE
                             Title: DIRECTOR

                                       8

<PAGE>

                             STANWICH LOAN FUNDING LLC, as Lender

                             By: /s/ Diana M. Himes
                                 ---------------------------------------------
                                 Name:  DIANA M. HIMES
                                 Title: AUTHORIZED AGENT

                                       8

<PAGE>

                             SUNAMERIES LIFE INSURANCE COMPANY
                             BY: AIG GLOBAL INVESTMENT CORP.
                             AS INVESTMENT ADVISOR

                                                                 , as Lender


                             By: /s/ W. Jeffrey Baxter
                                 ---------------------------------------------
                                 Name:  W. JEFFREY BAXTER
                                 TITLE: VICE PRESIDENT

                                       8

<PAGE>

                             Toronto Dominion (New York), Inc, as Lender

                             By: /s/ Stacey Malek
                                 ---------------------------------------------
                                 Name:  STACEY MALEK
                                 Title: VICE PRESIDENT

                                       8

<PAGE>


                             VENTURE CDO 2002, LIMITED
                             BY ITS INVESTMENT ADVISOR, MJX ASSET
                             MANAGEMENT, LLC
                                                          , as Lender

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

                                       8

<PAGE>

                             VENTURE II CDO 2002, LIMITED
                             BY ITS INVESTMENT ADVISOR, MJX ASSET
                             MANAGEMENT, LLC
                                                          , as Lender

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

                                       8