CREDIT AGREEMENT DATED AS OF DECEMBER 26, 2002



 Exhibit 10.3 
  
 AMENDMENT NO. 4 TO CREDIT AGREEMENT 
  
 AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of October 20, 2004 (this “Amendment”), to the Credit
Agreement dated as of December 26, 2002 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, 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”), certain agents and arrangers, and BANK OF AMERICA,
N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as Issuing Lender and Alternative 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 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) Section 1.1 of the Credit Agreement is
hereby amended by: 
  
 (i) (A) amending the
definition of “Excess Cash Flow” by adding a new subsection (b)(viii) thereto to read as set forth below and (B) deleting the word “and” appearing at the end of clause (vi) thereof: 
  
 “and (viii) an amount equal to the aggregate amount of
all cash expended by the Borrower and its Subsidiaries for the purchase or repurchase of Senior Subordinated Notes in accordance with Section 7.8(k).”; 







 (ii) (A) amending the definition of “Net Cash Proceeds” by adding a new
subsection (c) thereto to read as set forth below and (B) deleting the word “and” appearing at the end of subsection (b) thereof: 
  
 “and (c) in connection with the repatriation of foreign earnings as permitted by Section 7.2(n), the cash proceeds received by the
Borrower or any of its Domestic Subsidiaries from such repatriation, net of all taxes related thereto or arising therefrom.”; and 
  
 (iii) adding the following new definition, in its appropriate alphabetic order: 
  
 “Fourth Amendment Effective Date”: October
20, 2004. 
  
 (b) Section 2.11 of the Credit Agreement is hereby
amended by: 
  
 (i) amending and restating
subsection (c) thereof to read in its entirety as follows: 
  
 “(c) Unless the Required Prepayment Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending January 2, 2005, there shall be Excess Cash Flow, then, on the
relevant Excess Cash Flow Application Date, the Loans shall be prepaid by an amount equal to (i) 50% of such Excess Cash Flow, if the Consolidated Leverage Ratio as of the end of such fiscal year is greater than or equal to 2.50:1.00 for such fiscal
year, (ii) 25% of such Excess Cash Flow, if the Consolidated Leverage Ratio as of the end of such fiscal year is less than 2.50:1.00, but greater than or equal to 2.00:1.00 for such fiscal year or (iii) 0% of such Excess Cash Flow, if the
Consolidated Leverage Ratio as of the end of such fiscal year is less than 2.00:1.00 for such fiscal year, in each case as set forth in Section 2.11(f). Each such prepayment shall be made on a date (an “Excess Cash Flow Application
Date”) no later than June 30 of the year following the fiscal year with respect to which such prepayment is required to be made.”; 
  
 (ii) (A) adding a new subsection (d) therein to read as set forth below, (B) relettering the existing subsection (d) as subsection (e),
(C) relettering the existing subsection (e) as subsection (f) and (D) modifying all existing references in the Credit Agreement to Sections 2.11(d) and (e) to Sections 2.11(e) and (f), respectively: 
  
 “(d) Unless the Required Prepayment Lenders shall
otherwise agree, the Loans shall be prepaid by an amount equal to the Net Cash Proceeds received from the repatriation of foreign earnings as permitted by Section 7.2(n), to be applied (i) first to the prepayment of outstanding Tranche B Term Loans
and (ii) if no Tranche B Term Loans are outstanding, then to the prepayment of the Revolving Credit Loans (without any mandatory reduction of Revolving Credit Commitments), with any excess following any such prepayments to be retained by the
Borrower.”; and 
  

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 (iii) adding the phrase “(other than Section 2.11(d))” immediately following
the phrase “Amounts to be applied in connection with the prepayments made pursuant to this Section” and immediately preceding the phrase “shall be applied (i) to the prepayment of Tranche B Term Loans and”, appearing in
subsection (f) thereof. 
  
 (c) Section 7.2 of the Credit
Agreement is hereby amended by: 
  
 (i) (A)
deleting the amount “$125,000,000” appearing in subsection (m) thereof and substituting the amount “$250,000,000” therefor and (B) deleting the word “and” appearing at the end of the subsection (m) thereof; and

  
 (ii) (A) adding a new subsection (n) thereto
to read in its entirety as set forth below and (B) relettering the existing subsection (n) as subsection (o): 
  
 “(n) if the repatriation legislation known officially in the United States Senate as the Invest in the U.S.A. Act and in the United
States House of Representatives as the Homeland Investment Act, or any other comparable legislation, in each case providing for a low effective tax rate on extraordinary distributions from controlled foreign corporations, shall become law, on and
after the date such legislation shall have become law, unsecured Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed $300,000,000, provided that (x) such Indebtedness is incurred solely for the purposes of
financing the repatriation to the Borrower of foreign earnings of such Foreign Subsidiaries, (y) no Default shall have occurred and be continuing or would result therefrom and (z) the Net Cash Proceeds of such Indebtedness shall have been applied in
accordance with Section 2.11(d); and” 
  
 (d) Section 7.4(d)
of the Credit Agreement is amended by adding the phrase “or any portion thereof immediately following the phrase “(which is a reporting segment of the Borrower on the date hereof),” and immediately preceding the phrase “as
permitted by Section 7.5(e)” 
  
 (e) Section 7.5 of the
Credit Agreement is hereby amended by: 
  
 (i)
amending and restating subsection (i) thereof to read in its entirety as follows: 
  
 “(i) the Disposition of other assets having an aggregate book value of less than 5% of the consolidated total assets (as determined
in accordance with GAAP) of the Borrower and its Subsidiaries as of September 26, 2004; provided that (A) at least 75% of the consideration for any such single Disposition (or related series of Dispositions) of assets in excess of $10,000,000
in the aggregate shall be in the form of cash and (B) the Net Cash Proceeds 

  

 3 








 
thereof shall be applied in accordance with Section 2.11(b), to the extent such Disposition constitutes an Asset Sale; and”; and 
  
 (ii) adding the phrase “or any portion thereof”
immediately following the phrase “(which is a reporting segment of the Borrower on the date hereof),” and immediately preceding the phrase “for the fair market value”, appearing in subsection (e) thereof. 
  
 (f) Section 7.2(g)(iii) is amended by deleting the entire clause that begins
“provided that the aggregate amount” appearing at the end of Section 7.2(g)(iii). 
  
 (g) Section 7.6 of the Credit Agreement is hereby amended by: 
  
 (i) adding the phrase “if the Consolidated Leverage Ratio is equal to or greater than 2.50:1.00 at the time of any proposed
Restricted Payment described in this Section 7.6(c),” to the beginning of Section 7.6(c) and deleting the entire clause that begins “provided further that” appearing at the end of Section 7.6(c); 
  
 (ii) adding the phrase “if the Consolidated Leverage
Ratio is equal to or greater than 2.50:1.00 at the time of any proposed Restricted Payment described in this Section 7.6(d),” to the beginning of Section 7.6(d); 
  
 (iii) deleting the word “and” immediately following the “;” appearing at the end of
subsection (c) thereof; 
  
 (iv) adding the word
“and” immediately following the “;” appearing at the end of subsection (d) thereof; and 
  
 (v) adding a new subsection (e) thereto, to read in its entirety as follows: 
  
 “(e) so long as no Default or Event of Default shall
have occurred and be continuing, the Borrower or any of its Subsidiaries may make any such Restricted Payment, provided, that the aggregate amount of payments under this paragraph (e) subsequent to the Fourth Amendment Effective Date shall be
(i) unlimited if, after taking into account any borrowings made in connection with such Restricted Payment, the Consolidated Leverage Ratio is less than 1.50:1.00, (ii) no greater than $100,000,000 during any fiscal year if, after taking into
account any borrowings made in connection with such Restricted Payment, the Consolidated Leverage Ratio is greater than 1.50:1.00 but less than 2.00:1:00, or (iii) no greater than $75,000,000 during any fiscal year if, after taking into account any
borrowings made in connection with such Restricted Payment, the Consolidated Leverage Ratio is greater than 2.00:1:00 but less than 2.50:1.00 provided, further, that any Restricted Payment that is valid when made pursuant to this
Section 7.6(e) shall not thereafter be deemed to be in violation of this Section 7.6(e) notwithstanding any change in the Consolidated Leverage Ratio occurring after such Restricted Payment”. 
  

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 (h) Section 7.8 of the Credit Agreement is hereby amended by: 
  
 (i) deleting the amount “$125,000,000” appearing
in subsection (i) thereof and substituting the amount “$250,000,000” therefor; 
  
 (ii) deleting the word “and” at the end of subsection (j) thereof; 
  
 (iii) adding a new subsection (k) thereto, to read in its
entirety as follows: 
  
 “(k) Investments
comprising open market purchases or repurchases of, or tender offers for, all or a portion of the Senior Subordinated Notes, provided that (i) both before and after giving effect to such Investments, the Borrower shall be in compliance with
all covenants under this Agreement, including without limitation the financial covenants set forth in Section 7.1 of the Credit Agreement, and no Default shall have occurred and be continuing and (ii) no Revolving Credit Loans shall be outstanding;
and”; and 
  
 (iv) renumbering the previous
subsection (k) thereof as subsection (l). 
  
 (i) Section 7.9 of
the Credit Agreement is hereby amended by inserting at the end thereof the following words “and the open market purchases or repurchases of, or tender offers for, all or a portion of the Senior Subordinated Notes in accordance with Section
7.8(k)”. 
  
 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 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): 
  
 (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 
  

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 (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 date of the last invoice of counsel to the Administrative Agent), shall have been paid in full. 
  
 (d) With respect to the amendments set forth in Section 1 of this Amendment,
the Borrower shall have paid to the Administrative Agent, for the pro rata benefit of each of the Lenders that executes this Amendment on or prior to the Effective Date, an amendment fee equal to 0.05% of the sum of (x) the outstanding
principal balance of the Tranche B Term Loans and (y) the aggregate amount of the Revolving Credit Commitments and the L/C Commitments of such Lenders under the Credit Agreement, in each case without duplication, as of the 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 

  

 6 








 
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.

  

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 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/    PETER D. GRIFFITH        
	Name:	 	Peter D. Griffith
	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
	
	SOCIÉTÉ GÉNÉRALE, as Documentation Agent and as Lender
		
	By:	 	/s/    ANNE-MARIE
DUMORTIER        
	Name:	 	Anne-Marie Dumortier
	Title:	 	Vice President


  

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	ABN AMRO BANK N.V., as Lender
		
	By:	 	/s/    ALEXANDER M.
BLODI        
	Name:	 	Alexander M. Blodi
	Title:	 	Managing Director
		
	By:	 	/s/    ERIC OPPENHEIMER        
	Name:	 	Eric Oppenheimer
	Title:	 	Director
	
	CITIBANK, N.A. as Lender
		
	By:	 	/s/    JAMES B. MAXWELL        
	 Name:
	 	James B. Maxwell
	 Title:
	 	Attorney-In-Fact
	
	General Electric Capital Corporation, as Lender
		
	By:	 	/s/    MEI NISHIWAKI        
	 Name:
	 	Mei Nishiwaki
	 Title:
	 	Duly Authorized Signatory


  

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	 APEX (IDM) CDO I, LTD.
 BABSON CLO LTD. 2003-I
 BABSON CLO LTD. 2004-I
 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
 SEABOARD CLO 2000 LTD.
 SUFFIELD CLO, LIMITED
 TRYON CLO LTD. 2000-I

		
	By:	 	 Babson Capital Management as
 Collateral
Manager

		
	By:	 	/s/    WILLIAM A. HAYES        
	 Name:
	 	William A. Hayes
	 Title:
	 	Managing Director
	
	 BILL & MELINDA GATES FOUNDATION
 MASSACHUSETTS MUTUAL LIFE
 INSURANCE COMPANY

		
	By:	 	 Babson Capital Management LLC as
 Investment
Adviser

		
	By:	 	/s/    WILLIAM A. HAYES        
	 Name:
	 	William A. Hayes
	 Title:
	 	Managing Director
	
	MAPLEWOOD (CAYMAN) LIMITED
		
	By:	 	Babson Capital Management LLC under delegated authority from Massachusetts Mutual Life Insurance Company as Investment Manager
		
	By:	 	/s/    WILLIAM A. HAYES        
	 Name:
	 	William A. Hayes
	 Title:
	 	Managing Director


  

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	ING-ORYX CLO, Ltd., as a Lender
		
	 BY:
	 	 ING Capital Advisors, LLC
 As Collateral Manager

		
	 	 	/s/    HELEN Y. RHEE        
	 	 	Helen Y. Rhee, Director
	
	Nemean CLO, Ltd.
		
	By:	 	 ING Capital Advisors LLC,
 As Investment Manager

		
	By:	 	/s/    HELEN Y. RHEE        
	 	 	Helen Y. Rhee, Director
	
	SEQUILS-ING I (HBDGM), LTD.
		
	By:	 	 ING Capital Advisors LLC,
 As Collateral Manager

		
	By:	 	/s/    HELEN Y. RHEE        
	 	 	Helen Y. Rhee, Director
	
	ENDURANCE CLO I, LTD
		
	By:	 	 ING Capital Advisors, LLC
 As Portfolio
Manager

		
	By:	 	/s/    HELEN Y. RHEE        
	 	 	Helen Y. Rhee, Director
	
	BALANCED HIGH YIELD FUND II LTD., as Lender
		
	By:	 	 ING Capital Advisors LLC,
 as Asset Manager

		
	BY:	 	/s/    HELEN Y. RHEE        
	 	 	Helen Y. Rhee, Director
	
	ARCHIMEDES FUNDING IV (Cayman), Ltd.
		
	BY:	 	 ING Capital Advisors, LLC
 as Collateral Manager

		
	By:	 	/s/    HELEN Y. RHEE        
	 	 	Helen Y. Rhee, Director


  

 11 









			
	 Anrum CLO 2002-I Ltd.,

	 by Columbia Management Advisors, Inc.

	 as Investment Manager

		
	 By:
	 	/s/    COLLEEN CUANIFFE        
	 Name:
	 	Colleen Cuaniffe
	 Title:
	 	Vice President
	
	 Stain Roe & Farnham CLO I LTD.,

	 by Columbia Management Advisors, Inc.

	 as Portfolio Manager

		
	 By:
	 	/s/    COLLEEN CUANIFFE        
	 Name:
	 	Colleen Cuaniffe
	 Title:
	 	Vice President


  

			
	 BlackRock Senior Loan Trust

	 Magnetite Asset Investors L.L.C.

	 Magnetite Asset Investors III L.L.C.

	 Magnetite IV CLO, Limited

	 Magnetite V CLO, Limited

	 Senior Loan Fund,

	 as Leaders

		
	 By:
	 	/s/    TOM COLWELL        
	 Name:
	 	Tom Colwell
	 Title:
	 	Auth. Signatory
	
	 BRYN MAWR CLO, Ltd.

		
	 By:
	 	 Deerfield Capital Management LLC as its
 Collateral Manager

		
	 By:
	 	/s/    DALE BURROW        
	 Name:
	 	Dale Burrow
	 Title:
	 	Senior Vice President


  

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

			
	 	 	 	 	, as Lender
		
	By:	 	/s/    MAVIS
TAINTOR        
	Name:	 	Mavis Taintor
	Title:	 	Senior Managing Director


  

 12 









					
	Carlyle High Yield Partners II, Ltd.
		
	 	 	                                       
                      , as Lender

	 	 	 (Type or print legal name of Lender)

			
	 	 	 By:
	 	/s/    LINDA PACE         
	 	 	 Name:
	 	Linda Pace
	 	 	 Title:
	 	Managing Director
	
	Carlyle High Yield Partners III, Ltd.
		
	 	 	                                       
                  , as Lender
 (Type or print legal name of Lender)

			
	 	 	By:	 	/s/    LINDA PACE        
	 	 	Name:	 	Linda Pace
	 	 	Title:	 	Managing Director
	
	Carlyle High Yield Partners IV, Ltd.
		
	 	 	                                       
                  , as Lender
 (Type or print legal name of Lender)

			
	 	 	By:	 	/s/    LINDA PACE        
	 	 	Name:	 	Linda Pace
	 	 	Title:	 	Managing Director
	
	Carlyle High Yield Partners, L.P.
		
	 	 	                                       
                  , as Lender
 (Type or print legal name of Lender)

			
	 	 	By:	 	/s/    LINDA PACE        
	 	 	Name:	 	Linda Pace
	 	 	Title:	 	Managing Director
	
	Carlyle High Yield Partners VI, Ltd.
		
	 	 	                                       
                  , as Lender
 (Type or print legal name of Lender)

			
	 	 	By:	 	/s/    LINDA PACE        
	 	 	Name:	 	Linda Pace
	 	 	Title:	 	Managing Director


  

 13 









			
	 Centurion CDO II, Ltd.

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

	 ____________________________, as Lender

	(Type or print legal name of Lender)
		
	By:	 	/s/    ROBIN C. STANCIL        
	 Name:
	 	Robin C. Stancil
	 Title:
	 	Supervisor
	 	 	Fixed Income Support Team
	
	 Centurion CDO VI, Ltd.

	 By:
	 	 American Express Asset Management
 Group as Collateral
Manager

	 ____________________________, as Lender

	(Type or print legal name of Lender)
		
	By:	 	/s/    ROBIN C. STANCIL        
	 Name:
	 	Robin C. Stancil
	 Title:
	 	Supervisor
	 	 	Fixed Income Support Team
	
	 Citadel Hill 2000 Ltd., as Lender

	(Type or print legal name of Lender)
		
	By:	 	/s/    ALEX CLARKE        
	 Name:
	 	Alex Clarke
	 Title:
	 	Authorized Signatory
	
	HIGHLAND FLOATING RATE ADVANTAGE FUND (f/k/a Columbia Floating Rate Advantage Fund), as Lender
	By:	 	Highland Capital Management, L.P., its Investment Advisor
		
	By:	 	/s/    MARK OKADA        
	 Name:
	 	Mark Okada
	 Title:
	 	Chief Investment Officer
	 	 	Highland Capital Management, L.P.
	
	CREDIT SUISSE FIRST BOSTON INTERNATIONAL, as Lender
		
	By:	 	/s/    MARTIN CRABTREE        
	 Name:
	 	Martin Crabtree
	 Title:
	 	Vice President


  

 14 









			
	 CYPRESSTREE CLAIF FUNDING LLC, as
 Lender

		
	By:	 	/s/    MEREDITH J.
KOSLICK        
	 Name:
	 	Meredith J. Koslick
	 Title:
	 	Assistant Vice President


  

					
	 Close International Custody Services Limited as Custodian of
 CYPRESSTREE INTERNATIONAL LOAN HOLDING COMPANY LIMITED

			
	(b)	 	By:	 	/s/    PETER CARNES        
	 	 	 Name:
	 	Peter Carnes
	 	 	 Title:
	 	Managing Director
			
	(c)	 	By:	 	/s/    JEFFREY MEGAR        
	 	 	 Name:
	 	Jeffrey Megar
	 	 	 Title:
	 	Managing Director


  

			
	 DEUTSCHE BANK AG, NEW YORK BRANCH,

	 as Lender

		
	 By:
	 	 DB Services New Jersey, Inc.

		
	By:	 	/s/    ALICE L. WAGNER        
	 Name:
	 	Alice L. Wagner
	 Title:
	 	Vice President
		
	 	 	/s/    JAY HOPKINS        
	 	 	Jay Hopkins
	 	 	Assistant Vice President
	
	FOREST CREEK CLO, Ltd.
	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/S/    DALE
BURROW        
	 Name:
	 	Dale Burrow
	 Title:
	 	Senior Vice President
	
	FRANKLIN CLO II, LIMITED, as Lender
		
	By:	 	/s/    ROMEO J. CRUZ        
	 Name:
	 	Romeo J. Cruz
	 Title:
	 	Authorized Signatory
	
	FRANKLIN CLO III, LIMITED, as Lender
		
	By:	 	/s/    ROMEO J. CRUZ        
	Name:	 	Romeo J. Cruz
	Title:	 	Authorized Signatory
	
	FRANKLIN CLO IV, LIMITED, as Lender
		
	By:	 	/s/    ROMEO J. CRUZ        
	Name:	 	Romeo J. Cruz
	Title:	 	Authorized Signatory


  

 15 









			
	 FRANKLIN FLOATING RATE DAILY ACCESS
 FUND, as
Lender

		
	By:	 	/s/    MADELINE LAM        
	Name:	 	Madeline Lam
	Title:	 	Vice President
	
	 FRANKLIN FLOATING RATE MASTER
 SERIES, as
Lender

		
	By:	 	/s/    MADELINE LAM        
	Name:	 	Madeline Lam
	Title:	 	Vice President
	
	FRANKLIN FLOATING RATE TRUST, as Lender
		
	By:	 	/s/    MADELINE LAM        
	 Name:
	 	Madeline Lam
	 Title:
	 	Vice President


  

 16 









			
	 Galaxy CLO 1999-1, Ltd.
 By: AIG Global Investment Corp.,
 Its Collateral Manager,
 as Lender

		
	By:	 	/s/    STEVEN S. OH        
	 Name:
	 	Steven S. Oh
	 Title:
	 	Managing Director
	
	 Galaxy CLO 2003-1, Ltd.
 By: AIG Global
Investment Corp.,
 Its Investment Adviser,
 as
Lender

		
	By:	 	/s/    STEVEN S. OH        
	 Name:
	 	Steven S. Oh
	 Title:
	 	Managing Director
	
	 GLENEAGLES TRADING LLC, as Lender

		
	By:	 	/s/    MEREDITH J.
KOSLICK        
	 Name:
	 	Meredith J. Koslick
	 Title:
	 	Assistant Vice President
	
	 HarbourView CLO IV, Ltd., as Lender

		
	By:	 	/s/    L. CH.        
	 Name:
	 	 
	 Title:
	 	 
	
	 HarbourView CLO V, Ltd., as Lender

		
	By:	 	/s/    L. CH.        
	 Name:
	 	 
	 Title:
	 	 
	
	 Harch CLO I, Ltd., as Lender
 (Type or print legal name of Lender)

		
	By:	 	/s/    MICHAEL E. LEWITT        
	 Name:
	 	Michael E. Lewitt
	 Title:
	 	Authorized Signatory


  

 17 









					
	Hewett’s Island CDO, Ltd.
		
	By:	 	CypressTree Investment Management Company, Inc., as Portfolio Manager.
			
	(a)	 	By:	 	/s/    PETER CARNES        
	 	 	 Name:
	 	Peter Carnes
	 	 	 Title:
	 	Managing Director


  

			
	IKB Capital Corporation, as Lender
		
	 By:
	 	/s/    DAVID SNYDER        
	 Name:
	 	David Snyder
	 Title:
	 	President
	
	KZH CYPRESSTREE-1 LLC
		
	 By:
	 	/s/    HI HUA        
	 Name:
	 	Hi Hua
	 Title:
	 	Authorized Agent
	
	KZH SOLEIL LLC
		
	 By:
	 	/s/    HI HUA        
	 Name:
	 	Hi Hua
	 Title:
	 	Authorized Agent
	
	KZH SOLEIL-2 LLC
		
	 By:
	 	/s/    HI HUA        
	 Name:
	 	Hi Hua
	 Title:
	 	Authorized Agent
	
	KZH STERLING LLC
		
	By:	 	/s/    HI HUA        
	 Name:
	 	Hi Hua
	 Title:
	 	Authorized Agent
	
	Landmark CPO II
	
	 Aladdin Capital Management LLC, as Lender

	 (Type or print legal name of Lender)

		
	By:	 	/s/    Illegible        
	 Name:
	 	Illegible
	 Title:
	 	Authorized Signatory
	
	 LONG GROVE CLO, LIMITED

	 By:
	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DALE BURROW        
	 Name:
	 	Dale Burrow
	 Title:
	 	Senior Vice President


  

 18 









			
	, as Lender
	 Longhorn CDO (Cayman) LTD

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




					
			
	By:	 	 	 	/s/    SAVITRI ALEX        
	 	 	 	 	Savitri Alex
	 	 	 	 	Authorized Signatory
		
	 	 	 Longhorn CDO II, LTD.

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

			
	 	 	By:	 	/s/    SAVITRI ALEX        
	 	 	 	 	Savitri Alex
	 	 	 	 	Authorized Signatory


  

 19 









			
	Merrill Lynch Credit Products, LLC, as Lender
		
	By:	 	/s/    NEYDA DARIAS        
	 Name:
	 	Neyda Darias
	 Title:
	 	Vice President
	
	Mountain Capital CLO1 Ltd.
	________________________, as Lender
	(Type or print legal name of Lender)
		
	By:	 	/s/    CHRIS SIDDONS        
	 Name:
	 	Chris Siddons
	 Title:
	 	Director
	
	MUIRFIELD TRADING LLC, as Lender
		
	By:	 	/s/    MEREDITH J.
KOSLICK        
	Name:	 	Meredith J. Koslick
	Title:	 	Assistant Vice President
	
	Natexis Banques Populaires
	
	                                       
      , as Lender
 (Type or print legal name of Lender)


		
	By:	 	/s/    TEFTA GHILAGA        
	Name:	 	Tefta Ghilaga
	Title:	 	Vice President
		
	 	 	/s/    FRANK H. MADDEN,
JR.        
	 	 	Frank H. Madden, Jr.
	 	 	Vice President & Group Manager
	
	 New York Life Insurance and Annuity Corporation,
 as Lender

		
	By:	 	New York Life Investment Management LLC,
	 	 	its Investment Manager
		
	By:	 	/s/    ROBERT H. DIAL        
	Name:	 	Robert H. Dial
	Title:	 	Director
	
	New York Life Insurance Company, as Lender
		
	By:	 	/s/    ROBERT H. DIAL        
	Name:	 	Robert H. Dial
	Title:	 	Investment Vice President
	
	 NYLIM Flatiron CLO 2003-1 Ltd., as Lender

		
	By:	 	New York Life Investment Management LLC,
	 	 	as Collateral Manager and Attorney-in-Fact
		
	By:	 	/s/    ROBERT H. DIAL        
	Name:	 	Robert H. Dial
	Title:	 	Director


  

 20 









			
	RIVIERA FUNDING LLC, as Lender
		
	By:	 	/s/    MEREDITH J.
KOSLICK        
	 Name:
	 	Meredith J. Koslick
	 Title:
	 	Assistant Vice President
	
	ROSEMONT CLO, Ltd.
	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DALE BURROW        
	 Name:
	 	Dale Burrow
	 Title:
	 	Senior Vice President
	
	SEQUILS-Cumberland I, Ltd.
	By:	 	Deerfield Capital Management LLC as its Collateral Manager
		
	By:	 	/s/    DALE BURROW        
	 Name:
	 	Dale Burrow
	 Title:
	 	Senior Vice President
	
	SunAmerica Life Insurance Company
	 By: AIG Global Investment Corp.,
 Its
Investment Adviser,
 as Lender

		
	By:	 	/s/    STEVEN S. OH        
	 Name:
	 	Steven S. Oh
	 Title:
	 	Managing Director


  

 21 








 CONSENT 
  
 Dated as of October 20, 2004 
  
 Reference is hereby made to (a) the Credit Agreement dated as of December 26, 2002 (as amended, supplemented or otherwise modified as of the date hereof,
the “Credit Agreement”), among PERKINELMER, INC., a Massachusetts corporation, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (collectively, the
“Lenders”), certain agents and arrangers, and BANK OF AMERICA, N.A., as administrative agent for the Lenders and as Issuing Lender and Alternative Rate Lender, (b) Amendment No. 4 to the Credit Agreement dated as of October
20, 2004 (the “Amendment”; capitalized terms not otherwise defined herein are being used herein as defined in the Amendment and in the Credit Agreement) and (c) the other Loan Documents referred to therein. 
  
 Each of the undersigned, in its capacity as Guarantor and as Grantor under
the Guarantee and Collateral Agreement, hereby (a) consents to the execution, delivery and performance of the Amendment and (b) agrees that the Guarantee and Collateral Agreement (i) is, and shall continue to be, in full force and effect and is
hereby in all respects ratified and confirmed on the Effective Date, except that, on and after the Effective Date, each reference to “the Credit Agreement”, “thereunder”, “thereof”, “therein” or words
of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended and otherwise modified by the Amendment and (ii) continues to (A) secure and hereafter secures all Obligations (as such term is
defined in the Guarantee and Collateral Agreement) and (B) guarantee and hereafter guarantees all the Borrower Obligations (as such term is defined in the Guarantee and Collateral Agreement) under the Loan Documents, including, without limitation,
the Credit Agreement. 
  
 This Consent shall be governed by,
and construed in accordance with, the laws of the State of New York. 
  
 Delivery of an executed counterpart of a signature page of this Consent by telecopier shall be effective as the delivery of a manually executed counterpart of this Consent. 
  
 [Signatures on following pages] 
  

 22 









			
	 APPLIED SURFACE TECHNOLOGY, INC.

		
	By	 	/s/    DAVID C.
FRANCISCO        
	 Name:
	 	David C. Francisco
	 Title:
	 	Assistant Treasurer
	
	 CARL CONSUMABLE PRODUCTS, LLC

		
	By	 	/s/    DAVID C.
FRANCISCO        
	 Name:
	 	David C. Francisco
	 Title:
	 	Assistant Treasurer
	
	 LUMEN TECHNOLOGIES, INC.

		
	By	 	/s/    JOHN L. HEALY        
	 Name:
	 	John L. Healy
	 Title:
	 	President
	
	 PKI MASSACHUSETTS TRUST

		
	By	 	/s/    JOHN L. HEALY        
	 Name:
	 	John L. Healy
	 Title:
	 	President
	
	 PERKINELMER LAS, INC.

		
	By	 	/s/    DAVID C.
FRANCISCO        
	 Name:
	 	David C. Francisco
	 Title:
	 	Assistant Treasurer
	
	 PERKINELMER OPTOELECTRONICS NC, INC.

		
	By	 	/s/    JOHN L. HEALY        
	 Name:
	 	John L. Healy
	 Title:
	 	Vice President
	
	 PERKINELMER OPTOELECTRONICS SC, INC.

		
	By	 	/s/    JOHN L. HEALY        
	 Name:
	 	John L. Healy
	 Title:
	 	Vice President


  

 23 









			
	 PERKINELMER HOLDINGS, INC.

		
	By	 	/s/    JOHN L. HEALY        
	 Name:
	 	John L. Healy
	 Title:
	 	Vice President
	
	PERKINELMER AUTOMOTIVE RESEARCH, INC.
		
	By	 	/s/    DAVID C.
FRANCISCO        
	 Name:
	 	David C. Francisco
	 Title:
	 	Assistant Treasurer


  

 24