The Fifth Amendment to the Receivables Sale Agreement



 Exhibit 10.14 
  
 FIFTH AMENDMENT 
 DATED AS OF MARCH 26, 2003 
 TO 
 RECEIVABLES SALE AGREEMENT 
 DATED AS OF DECEMBER 21, 2001 
  
 THIS FIFTH AMENDMENT (the “Amendment”), dated as of March 26, 2003, is entered into among PerkinElmer
Receivables Company, as Seller (the “Seller”), PerkinElmer, Inc., as Initial Collection Agent (the “Initial Collection Agent,” and together with any successor thereto, the “Collection Agents”), the committed purchasers
party thereto (the “Committed Purchasers”), Windmill Funding Corporation (“Windmill”), and ABN AMRO Bank N.V., as agent for the Purchasers (the “Agent”). 
  
 WITNESSETH: 
  
 WHEREAS, the Seller, the Initial Collection Agent, the Agent, the Committed Purchasers and Windmill have heretofore executed and delivered a Receivables
Sale Agreement, dated as of December 21, 2001 (as amended, supplemented or otherwise modified through the date hereof, the “Sale Agreement”), 
  
 WHEREAS, the parties hereto desire to amend the Sale Agreement as provided herein; 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto hereby agree that the Sale Agreement shall be and is hereby amended as follows: 
  
 Section 1. Subject to the following terms and conditions, including without limitation the conditions precedent set forth in Section 2, upon execution by the parties hereto in the space provided for that
purpose below, the Sale Agreement shall be, and is hereby, amended as follows: 
  
 (a) The defined term “Originators” appearing in Schedule I to the Sale Agreement is hereby amended in its entirety and as so
amended shall read as follows: 
  
 “Originators” means PerkinElmer, Inc., PerkinElmer Holdings, Inc., PerkinElmer Life Sciences, Inc., Receptor Biology, Inc., PerkinElmer Instruments LLC, PerkinElmer Optoelectronics NC, Inc., PerkinElmer Optoelectronics SC, Inc.,
PerkinElmer Canada, Inc., Applied Surface Technology, Inc. and PerkinElmer Automotive Research, Inc. 
  
 (b) Exhibit D to the Sale Agreement is hereby amended in its entirety to be and to read as set forth as Exhibit D to this Amendment.

  
 (c) Exhibit E to the Sale Agreement is hereby
amended in its entirety to be and to read as set forth as Exhibit E to this Amendment. 







 Section 2. Section 1 of this Agreement shall become effective only once the Agent has received,
in form and substance satisfactory to the Agent, the following: 
  
 (a) A certificate of the Secretary of Applied Surface Technology, Inc. (“Applied Surface”) certifying (i) the resolutions of Applied Surface’s board of directors approving each Transaction Document
to which it is a party, (ii) the name, signature, and authority of each officer who executes on Applied Surface’s behalf a Transaction Document (on which certificate the Agent, each Purchaser Agent and each Purchaser may conclusively rely
until a revised certificate is received), (iii) Applied Surface’s certificate or articles of incorporation certified by the Secretary or Assistant Secretary, (iv) a copy of Applied Surface’s by-laws and (v) good standing
certificate issued by the Secretary of State of the jurisdiction where Applied Surface is organized. 
  
 (b) A certificate of the Secretary of PerkinElmer Automotive Research, Inc. (“Automotive Research”) certifying (i) the
resolutions of Automotive Research’s board of directors approving each Transaction Document to which it is a party, (ii) the name, signature, and authority of each officer who executes on Automotive Research’s behalf a Transaction
Document (on which certificate the Agent, each Purchaser Agent and each Purchaser may conclusively rely until a revised certificate is received), (iii) Automotive Research’s certificate or articles of incorporation certified by the
Secretary or Assistant Secretary, (iv) a copy of Automotive Research’s by-laws and (v) good standing certificate issued by the Secretary of State of the jurisdiction where Automotive Research is organized. 
  
 (c) All instruments and other documents required, or deemed
desirable by the Agent, to perfect the Agent’s first priority interest in the Receivables, Related Security, Collections, the Purchase Agreement and the Lock-Box Accounts of Applied Surface and Automotive Research in all appropriate
jurisdictions. 
  
 (d) Notwithstanding any
provision to the Sale Agreement, the Lock-Box Agreements for Applied Surface and Automotive Research shall be delivered to the Agent by April 9, 2003. 
  
 (e) UCC search reports from all jurisdictions the Agent requests. 
  
 (f) Favorable opinions of counsel coveting such matters as any Purchaser Agent or the Agent may request.

  
 (g) Such other approvals, opinions or
documents as the Agent or any Purchaser Agent may reasonably request. 
  
 Section 3. The parties hereto consent to the execution and delivery of that certain First Amendment to Purchase and Sale Agreement by the parties thereto. 
  

 Section 4.1. To induce the Agent and the Purchasers to enter into this Amendment, the Seller and Initial Collection Agent represent
and warrant to the Agent and the Purchasers that: 
  
 (a) the representations and
warranties contained in the Transaction Documents, are true and correct in all material respects as of the date hereof with the same effect as though made on the date hereof (it being understood and agreed that any representation or 

  

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warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date);
(b) no Potential Termination Event exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed and delivered by each of the Seller and the Initial Collection Agent, and the Sale Agreement,
as amended by this Amendment, and each of the other Transaction Documents are the legal, valid and binding obligations of the Seller and the Initial Collection Agent, enforceable against the Seller and the Initial Collection Agent in accordance with
their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ fights or by general principles of equity; and (d) no consent,
approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and delivery or performance by the Seller or the Initial
Collection Agent of this Amendment or the performance by the Seller or the Initial Collection Agent of the Sale Agreement, as amended by this Amendment, or any other Transaction Document to which they are a party. 
  
 Section 4.2. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. 
  
 Section 4.3. Except as specifically provided above, the Sale Agreement
and the other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects. The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or
remedy of any Agent or any Purchaser under the Sale Agreement or any of the other Transaction Documents, nor constitute a waiver or modification of any provision of any of the other Transaction Documents. All defined terms used herein and not
defined herein shall have the same meaning herein as in the Sale Agreement. The Seller agrees to pay on demand all costs and expenses (including reasonable fees and expenses of counsel) of or incurred by the Agent and each Purchaser Agent in
connection with the negotiation, preparation, execution and delivery of this Amendment. 
  
 Section 4.4. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and be governed by the law of the State of Illinois. 
  

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

			
	ABN AMRO BANK N.V., as the Agent,
    as the Committed Purchaser
		
	By:	 	  

	Title:	 	  

		
	By:	 	  

	Title:	 	  

	
	WINDMILL FUNDING CORPORATION
		
	By:	 	  

	Title:	 	  

	
	PERKINELMER RECEIVABLES COMPANY
		
	By:	 	 /s/    David C. Francisco

	Title:	 	 David C. Francisco, Assistant Treasurer

	
	PERKINELMER, INC.
		
	By:	 	 /s/    John L. Healy

	Title:	 	 John L. Healy, Assistant Clerk



  

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	PERKINELMER RECEIVABLES COMPANY,
    as Buyer
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	CONSENTED AND AGREED TO:
	
	 ABN AMRO BANK N.V., as Agent

		
	 By:
	 	 /s/    Therese Gremley

	 Name:
	 	 THERESE GREMLEY

	 Title:
	 	 Vice President

		
	 By:
	 	 /s/    Bernard Koh

	 Name:
	 	 BERNARD KOH

	 Title:
	 	 Senior Vice President

	
	WINDMILL FUNDING CORPORATION
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  



  

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	By:	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	CONSENTED AND AGREED TO:
	
	ABN AMRO BANK N.V., as Agent
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	WINDMILL FUNDING CORPORATION
		
	 By:
	 	 /s/    Bernard J. Angelo

	 Name:
	 	 Bernard J. Angelo

	 Title:
	 	 Vice President



  

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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 (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/    Robert F. Friel

	 Title:
	 	 Robert F. Friel, SVP & CFO










 EXHIBIT D 
 TO 
 RECEIVABLE SALE
AGREEMENT 
  
 ADDRESSES
AND NAMES OF SELLER AND ORIGINATORS 
  

			
	 SELLER           
	  	
		  	PerkinElmer Receivables Company (Delaware Corp.)
		  	45 William Street
		  	Wellesley, MA 02481
		  	TIN:  To be applied for

  
 ORIGINATORS 

  
 PerkinElmer Life Sciences 
  

			
	 Legal Entities:
	  	PerkinElmer Life Sciences, Inc. (Delaware Corp.)
		  	549 Albany Street
		  	Boston, MA 02118
		  	TIN:  04-3361624
		
		  	Receptor Biology, Inc. (Delaware Corp.)
		  	9238 Gaither Road
		  	Gaithersburg, MD 20877
		  	TIN:  52-1822218

  
 PerkinElmer Instruments

  

			
	 Legal Entity:    
	  	PerkinElmer Instruments LLC (Delaware LLC)
		  	710 Bridgeport Avenue
		  	Shelton, CT 06484
		  	TIN:  04-3465240
		
		  	formerly located at:
		
		  	761 Main Avenue
		  	Norwalk, CT 06859-0001








 PerkinElmer Optoelectronics 
  

			
	 Legal Entities:
	  	PerkinElmer Optoelectronics NC, Inc. (Delaware Corp.)
		  	44370 Christy Street
		  	Fremont, CA 94538
		  	TIN: 94-1655721
		
		  	formerly located at:
		
		  	399 West Java Drive
		  	Sunnyvale, CA 94089
		
		  	PerkinElmer Optoelectronics SC, Inc. (Delaware Corp.)
		  	1300 Optical Drive
		  	Azusa, CA 91702
		  	TIN: 95-2621568
		
		  	PerkinElmer, Inc. (Massachusetts Corp.)
		  	45 William Street
		  	Wellesley, MA 02481
		  	TIN: 04-2052042
		
		  	for locations at:
		
		  	PerkinElmer Optoelectronics
		  	1330 East Cypress Street
		  	Covina, CA 91724
		
		  	PerkinElmer Optoelectronics
		  	35 Congress Street
		  	Salem, MA 01970
		
		  	PerkinElmer Optoelectronics
		  	10900 Page Avenue
		  	St. Louis, MO 63132
		
		  	PerkinElmer Optoelectronics
		  	1 Mound Road, Bldg. 63
		  	Miamisburg, OH 45342
		
		  	PerkinElmer Holdings, Inc. (Massachusetts Corp.)
		  	45 William Street
		  	Wellesley, MA 02481
		  	TIN: 04-2436772

  

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		  	for locations at:
		
		  	PerkinElmer Optoelectronics
		  	2175 Mission College Blvd.
		  	Santa Clara, CA 95054

  
 Applied Surface Technology, Inc.

  

			
	 Legal Entity:
	  	Applied Surface Technology, Inc. (California Corp.)
		  	831 Bransten Road
		  	San Carlos, CA 94070
		  	TIN:
                            
		
		  	formerly located at:
		
		  	_______________
		  	_________________

  
 PerkinElmer Automotive Research,
Inc. 
  

			
	 Legal Entity:
	  	PerkinElmer Automotive Research, Inc. (Texas Corp.)
		  	5404 Bandera Road
		  	San Antonio, TX 78238
		  	TIN:
                            
		
		  	formerly located at:
		
		  	_______________
		  	_________________

  
 FOREIGN

  

			
		  	PerkinElmer Canada Inc. (Federal Corp.)
		  	c/o Gowlings Lafleur Henderson LLP
		  	Suite 5800, Scotia Plaza
		  	40 King Street West
		  	Toronto, Ontario
		  	Canada M5H 3Z7
		  	(Registered Office c/o local counsel)
		  	Company Reg. No. 1151668
		
		  	Principal business location:
		
		  	22001 Dumberry Road
		  	Vaudreuil, Quebec
		  	Canada J7V 8P7

  

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 EXHIBIT E 
  
 LOCK BOXES AND LOCK-BOX BANKS

  
 PerkinElmer, LLC (Delaware LLC) 
  
 710 Bridgeport Avenu 
 Shelton, Connecticut 06484 
  
 Wachovia Bank, N.A.

 Account Name: PerkinElmer LLC Shelton 
 Account Number:
1868-001920 
 Lockbox Number: 101668 
  
 PerkinElmer Life Sciences, Inc. (Delaware Corporation) 
  
 549 Albany Street 
 Boston, Massachusetts 02118 
  
 Wachovia Bank, N.A. 
 Account Name: PerkinElmer Life Sciences, 
 Inc. Boston 
 Account Number: 1868-087117* 
 Lockbox Number: 101645 
  
 3985 Eastern Road 
 Akron, Ohio 44203

  

			
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer Life
Sciences,
 Inc. Akron
 Account Number: 1861-001914
 Lockbox Number: 751716
	  	 Northern Trust Bank
 Account Name: PerkinElmer, Inc.

 Account Number: 78069
 Lockbox Number: 91428
 Lockbox is in the name of PKI Life Sciences,
 Inc. Akron


  
 Receptor Biology, Inc. (Delaware
Corporation) 
  
 9238 Gaither Road 
 Gaithersburg, Maryland 20877 
  
 *Receptor Biology’s only customer is 
 PerkinElmer Life Sciences, Inc. Boston, so 
 their receipts credit to the Wachovia Bank 
 Account 1868-087117 








			
	PerkinElmer Optoelectronics NC, Inc. (Delaware Corporation)
		
	 44370 Christy Street
 Fremont, California 94538
	  	
		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer Optoelectronics
 ILC
 Account Number: 1868-001901
 Lockbox Number: 951513
	  	 Bank of America
 Account Name: PerkinElmer Optoelectronics
 ILC
 Account Number: 3751035910
 Lockbox Number: 842201

	
	PerkinElmer Optoelectronics SC, Inc. (Delaware Corporation)
		
	 1300 Optical Drive
 Azusa, California 91702
	  	
		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer Optoelectronics
 ORC Electronic Products
 Account Number: 1866-001902
 Lockbox Number: 951509
	  	 Bank of America
 Account Name: PerkinElmer Optoelectronics
 ORC Electronic Products
 Account Number: 1295027982
 Lockbox Number: 840955

		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer Optoelectronics
 ORC Lighting
 Account Number: 1861-001909
 Lockbox Number: 951503
	  	 Bank of America
 Account Name: PerkinElmer Optoelectronics
 ORC Lighting
 Account Number: 1295027990
 Lockbox Number: 840958

		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer Optoelectronics
 Electroformed
 Account Number: 1864-001922
 Lockbox Number: 951506
	  	 Bank of America
 Account Name: PerkinElmer Optoelectronics
 ORC Electroformed
 Account Number: 1295028006
 Lockbox Number: 840959

		
	PerkinElmer Holdings, Inc.	  	
		
	 2175 Mission College Boulevard
 Santa Clara, California 95054
	  	
		
	 Wachovia Bank, N.A.
 Account Name: PerkinEllmer Optoelectronics
 Reticon
 Account Number: 1863-001908
 Lockbox Number: 101122
	  	 Northern Trust Bank
 Account Name: PerkinElmer, Inc.
 Account Number: 78069
 Lockbox Number: 75160
 Lockbox is in the name of PKI Optoelectronics
 Reticon


  

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	 Wachovia Bank, N.A.
 Account Name: PerkinEllmer
Optoelectronics
 Amorphous Silicon
 Account Number: 1868-001915

 Lockbox Number: 101103
	 	 Northern Trust Bank
 Account Name: PerkinElmer, Inc.

 Account Number: 78069
 Lockbox Number: 92863
 Lockbox is in the name of PKI Optoelectronics
 Amorphous Silicon

	PerkinElmer, Inc.	 	
		
	 1330 E. Cypress Street
 Covina, California
91724
	 	
		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer
Optoelectronics
 Power Systems
 Account Number:
1866-001921
 Lockbox Number: 101653
	 	
		
	 35 Congress Street
 Salem, Massachusetts
01979
	 	
		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer
Optoelectronics
 Salem
 Account Number: 1866-001916
 Lockbox Number: 751109
	 	 Northern Trust Bank
 Account Name: PerkinElmer, Inc.

 Account Number: 78069
 Lockbox Number: 92813
 Lockbox is in the name of PKI Optoelectronics
 Salem

		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer
Optoelectronics
 Heimann (Miamisburg)
 Account Number:
1860-001924
 Lockbox Number: 751125
	 	 Northern Trust Bank
 Account Name: PerkinElmer, Inc.

 Account Number: 78069
 Lockbox Number: 74696
 Lockbox is in the name of PKI Optoelectronics
 Heimann (Miamisburg)

		
	 10900 Page Boulevard
 St. Louis, Missouri
63132
	 	
		
	 Wachovia Bank, N.A.
 Account Name: PerkinElmer
Optoelectronics
 St. Louis
 Account Number:
1864-001903
 Lockbox Number: 951516
	 	 Northern Trust Bank
 Account Name: PerkinElmer, Inc.

 Account Number: 78069
 Lockbox Number: 75374
 Lockbox is in the name of PerkinElmer
 Optoelectronics St.
Louis


  

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	Applied Surface Technology, Inc.	  	
		
	PerkinElmer Automotive Research, Inc.	  	
		
	Foreign	  	
		
	 PerkinElmer Canada Inc. (Federal Corp.)
 c/o Gowlings
Lafleur Henderson LLP
 Suite 5800, Scotia Plaza
 40 King Street
West
 Toronto, Ontario
 Canada M5H 3Z7
 (Registered Office c/o local counsel)
	  	
		
	 Principal business location:
 22001 Dumberry
Road
 Vaudreuil, Quebec
 Canada J7V 8P7
	  	 Royal Bank of Canada
 Account Name: PerkinElmer
Canada, Inc.
 129 788 6
 CDN Lockbox


  

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