RECEIVABLES SALE AGREEMENT



 Exhibit 10.12 
  
 NINTH AMENDMENT 
 Dated as of January 28, 2005 
 to 
 RECEIVABLES SALE AGREEMENT 
 Dated as of December 21, 2001 
  
 THIS NINTH AMENDMENT (the “Amendment”), dated as of January 28, 2005, 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 Agent”), the committed purchasers party thereto (the “Committed
Purchasers”), Windmill Funding Corporation (“Windmill” and together with the Committed Purchasers, the “Purchaser”), 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. 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 “Default Ratio” appearing in Schedule I to the Sale Agreement is hereby amended in its entirety and
as so amended shall read as follows: 
  
 “Default Ratio” means, a fraction (expressed as a percentage), for the Settlement Period, the numerator of which is the aggregate outstanding balance as of the end of such Settlement Period of all Defaulted Receivables plus
the aggregate outstanding balance as of the end of such Settlement Period of all Charge-Offs and the denominator of which is the amount of sales generated during the month that ended four months prior to the last day of such Settlement Period.

  









 (b) The defined term “Loss Horizon Ratio” appearing in Schedule I to the
Sale Agreement is hereby amended in its entirety and as so amended shall read as follows: 
  
 “Loss Horizon Ratio” means, at any time, a fraction (expressed as a ratio) the numerator of which is the aggregate
Outstanding Balance of Receivables generated by the Originators during the most recent four month period and the denominator of which is the Eligible Receivables Balance as of the last day of such period. 
  
 (c) The defined term “Loss Reserve” is
hereby amended by inserting a “(i)” before “12%” appearing therein. 
  
 (d) The defined term “Liquidity Termination Date” appearing in Schedule I to the Sale Agreement is hereby amended by
deleting the date “January 28, 2005” appearing in clause (d) thereof and inserting in its place the date “January 27, 2006.” 
  

Section 2. This Amendment shall become effective only once the Agent has received (i) this Amendment duly executed by the Seller, the Initial
Collection Agent, and the Purchasers and (ii) the duly executed Guarantor’s Acknowledgment and Consent. 
  
 Section 3. The parties hereto consent to the execution and delivery of that certain Second 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 warranty which by its terms is made as of a specified date shall be required to be true and
correct in all material respects only as of such specified date); (b) no Potential Termination Event exists; (c) this Amendment has been duly authorized by all necessary corporate proceedings and duly executed and delivered by each of the Seller and
the Initial Collection Agent, and the Sale Agreement, as amended by this Amendment, and each of the other Transaction Documents are the legal, valid and binding obligations of the Seller and the Initial Collection Agent, enforceable against the
Seller and the Initial Collection Agent in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors’ rights or
by general principles of equity; and (d) no consent, approval, authorization, order, registration or qualification with any governmental authority is required for, and in the absence of which would adversely effect, the legal and valid execution and
delivery or performance by the Seller or the Initial Collection Agent of this Amendment or the performance by the Seller or the Initial Collection Agent of the Sale Agreement, as amended by this Amendment, or any other Transaction Document to which
they are a party. 
  
 Section 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. 

 

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 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 and the other documents related hereto. 
  
 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:	 	/s/    THOMAS J. CHOATE        
	 Title:
	 	Senior Vice President
		
	By:	 	/s/    BERNARD KOH        
	 Title:
	 	Senior Vice President
	
	WINDMILL FUNDING CORPORATION
		
	By:	 	/s/    ANDREW J. STIDD        
	 Title:
	 	Vice President
	
	PERKINELMER RECEIVABLES COMPANY
		
	By:	 	/s/    STEVEN DELAHUNT        
	 Title:
	 	Assistant Treasurer
	
	PERKINELMER, INC.
		
	By:	 	/s/    ROBERT F. FRIEL        
	 Title:
	 	Executive Vice President and Chief Financial Officer


  

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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:
	 	Executive Vice President and Chief Financial Officer