The Fourth Amendment to the Purchase and Sale Agreement



 Exhibit 10.11 
 FOURTH AMENDMENT TO 
 PURCHASE
AND SALE AGREEMENT 
 THIS FOURTH AMENDMENT,
dated as of March 20, 2009 (the “Amendment”), to the PURCHASE AND SALE AGREEMENT, dated as of December 21, 2001 (as amended and supplemented, the
“Agreement”), is among PerkinElmer, Inc. (“PKI”), a Massachusetts corporation, PerkinElmer Holdings, Inc., a Massachusetts corporation, PerkinElmer Health Sciences, Inc. (formerly known as PerkinElmer LAS, Inc.), a
Delaware corporation, PerkinElmer Illumination, Inc. (formerly known as PerkinElmer Optoelectronics NC, Inc.), a Delaware corporation, and PerkinElmer Canada, Inc., a Canada corporation (each an “Originator” and collectively, the
“Originators”), PerkinElmer Receivables Company, a Delaware corporation (“Buyer”) and PerkinElmer Sensors, Inc., a Delaware corporation (“Sensors”). 
 WITNESSETH 
 WHEREAS, the Originators and the Buyer have previously entered into the Agreement pursuant to which the Originators agreed to sell to Buyer, and Buyer agreed to buy from each of the Originators, all of the Receivables, all
Related Security and all proceeds thereof generated by each such Originator; 
 WHEREAS, pursuant to a certain Receivables
Sale Agreement, dated as of December 21, 2001, among the Buyer, PerkinElmer, Inc., Windmill Funding Corporation and The Royal Bank of Scotland plc (successor to ABN AMRO Bank N.V.) as agent for the Purchasers (the “Agent”) the
Buyer has sold an interest in the Receivables and assigned and granted a security interest in all of Buyer’s right, title and interest in and to the Agreement, including, without limitation, interests in the Receivables sold to Buyer pursuant
thereto; 
 WHEREAS, PerkinElmer LAS, Inc. has changed its name to PerkinElmer Health Sciences, Inc. and PerkinElmer
Optoelectronics NC, Inc. has changed its name to PerkinElmer Illumination, Inc.; 
 WHEREAS, the parties wish to remove
PerkinElmer Optoelectronics SC, Inc. as a party to the Agreement and as an Originator; 
 WHEREAS, the parties hereto desire
to add Sensors as an Originator under the Agreement effective as of March 20, 2009; 
 NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
 Section 1. Defined Terms. Unless otherwise amended by the terms of this Agreement, terms used in this Amendment shall have the meanings assigned in the Agreement. 







 Section 2. Amendments to Agreement. (a) Any and all references to “PerkinElmer
LAS, Inc.” are hereby deemed to read as “PerkinElmer Health Sciences, Inc.” 
 (b) Any and all references to
“PerkinElmer Optoelectronics NC, Inc.” are hereby deemed to read as “PerkinElmer Illumination, Inc.” 
 (c)
Any and all references to “PerkinElmer Optoelectronics SC, Inc.” appearing in the Agreement are hereby deleted. 
 (d) As
contemplated by Section 8.1 of the Agreement, effective as of [March 20, 2009] (the “Effective Date”), Sensors hereby sells, transfers, assigns, set over and otherwise convey to Buyer, and Buyer hereby purchases from
Sensors, all currently existing Receivables, Related Security and all proceeds thereof originated by Sensors. 
 (e) From and after the
Effective Date, the term “Originator” shall be amended to include Sensors and delete PerkinElmer Optoelectronics SC, Inc. In addition, from and after the Effective Date, Sensors agrees to be bound by all of the terms and conditions
applicable to an Originator contained in the Agreement and the other Transaction Documents. 
 (f) In connection with the execution of this
Amendment, Sensors and the Buyer agree to deliver each of the documents set forth in Section 7.1 of the Agreement, to the extent that such documents are applicable. 
 (g) In connection with the execution and delivery of this Amendment, Sensors hereby makes, with respect to itself the representations and warranties set forth in Section 4.1 and Section 4.2 (other than
Section 4.2(d)) of the Agreement. The state of organization of Sensors is the State of Delaware. The chief executive office of Sensors is located at 940 Winter Street, Waltham, Massachusetts 02451 with a mailing address at 940 Winter Street,
Waltham, Massachusetts 02451 and has not been located in any other state besides Massachusetts. Sensors has no trade names and has not conducted business under any other name. 
 Section 3. Effectiveness of Agreement. Except as expressly amended by the terms of this Amendment, all terms and conditions of the Agreement,
as amended, shall remain in full force and effect. 
 Section 4. Execution in Counterparts, Effectiveness. This Amendment may be
executed by the parties hereto in several counterparts, each of which shall be executed by the parties hereto and be deemed an original and all of which shall constitute together but one and the same instrument. 
 Section 5. Representations. Each of the Originators severally represents and warrants to the Buyer and its assignee that except as described
in the Parent’s Annual Reports on Form 10-K for the fiscal year ended December 28, 2008, there has been no material adverse change since December 28, 2008 in (i) such Originator’s financial condition, business,
operations or prospects or (ii) such Originator’s ability to perform its obligations under any Transaction Document. 
  

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 Section 6. Governing Law. This Agreement shall be construed in accordance with the laws of
the State of Illinois, without reference to conflict of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of Illinois. 
 [Signatures Follow] 
  

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 IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written. 
  

					
	PERKINELMER, INC., as Originator and Initial Collection Agent
		
	By	 	/s/ John L. Healy
		 	Name:	 	 John L. Healy

		 	Title:	 	 Vice President

	
	PERKINELMER HOLDINGS, INC., as Originator
		
	By	 	/s/ John L. Healy
		 	Name:	 	 John L. Healy

		 	Title:	 	 Vice President

	
	PERKINELMER HEALTH SCIENCES, INC., as Originator
		
	By	 	/s/ John L. Healy
		 	Name:	 	 John L. Healy

		 	Title:	 	 Vice President

	
	PERKINELMER ILLUMINATION, INC., as Originator
		
	By	 	/s/ John L. Healy
		 	Name:	 	 John L. Healy

		 	Title:	 	 Vice President



  

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	PERKINELMER CANADA, INC., as Originator
		
	By	 	/s/ John L. Healy
		 	Name:	 	 John L. Healy

		 	Title:	 	 Asst. Secretary

	
	PERKINELMER SENSORS, INC., as Originator
		
	By	 	/s/ John L. Healy
		 	Name:	 	 John L. Healy

		 	Title:	 	 Vice President

	
	PERKINELMER RECEIVABLES COMPANY, as Buyer
		
	By	 	/s/ David C. Francisco
		 	Name:	 	 David C. Francisco

		 	Title	 	 Treasurer



  

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	CONSENTED AND AGREED TO:
	
	 THE ROYAL BANK OF SCOTLAND PLC
     (SUCCESSOR TO ABN AMRO BANK N.V.), as Agent

		
	By:	 	GREENWICH CAPITAL MARKETS, INC., as agent
		
	By:	 	/s/ David Viney
		 	Name:	 	David Viney
		 	Title:	 	Managing Director
		
	Address:	 	c/o ABN AMRO Bank N.V.
		 		 	540 West Madison Street
		 		 	27th Floor
		 		 	Chicago, Illinois 60661
		 		 	Attention: Agent
		 		 	Telephone: (312) 338-3491
		 		 	Telecopy: (312) 338-0140


  

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	WINDMILL FUNDING CORPORATION
		
	By:	 	/s/ Jill A. Russo
		 	Name:	 	 Jill A. Russo

		 	Title:	 	 Vice President

	
	Address:
	c/o Global Securitization Services, LLC
	68 South Service Road
	Suite 120
	Melville, New York 11747
	Attention: Frank B. Bilotta
	Telephone: (212) 302-5151
	Telecopy: (212) 302-8767
	
	With a copy to:
	
	The Royal Bank of Scotland plc
	Greenwich Capital Markets, Inc., as agent
	c/o ABN AMRO Bank N.V.
	540 West Madison Street
	27th Floor
	Chicago, Illinois 60661
	Attention: Windmill Administrator
	Telephone:  (312) 338-3491
	Telecopy:  (312) 338-0140


  

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 GUARANTOR’S ACKNOWLEDGMENT AND
CONSENT 
 The undersigned, PerkinElmer, Inc., has heretofore executed and delivered the Limited Guaranty dated as of
December 21, 2001 (as amended and supplemented, the “Guaranty”) and hereby consents to the Amendment to the Sale Agreement as set forth above and confirms that the Guaranty and all of the undersigned’s obligations
thereunder remain in full force and effect. The undersigned further agrees that the consent of the undersigned to any further amendments to the Sale Agreement shall not be required as a result of this consent having been obtained, except to the
extent, if any, required by the Guaranty referred to above. 
  

			
	PERKINELMER, INC.
		
	By:	 	/s/ David C. Francisco
	Title:	 	Vice President & Treasurer