THIRD AMENDMENT TO THE PURCHASE AND SALE AGREEMENT



 Exhibit 10.3 
  
 THIRD AMENDMENT 
 TO 
 PURCHASE AND
SALE AGREEMENT 
  
 THIS THIRD AMENDMENT, dated as of November 10, 2005 (the “Amendment”), to the PURCHASE AND SALE AGREEMENT, dated
as of December 21, 2001 (the “Agreement”), is among PerkinElmer, Inc. (“PKI”), a Massachusetts corporation, PerkinElmer Holdings, Inc., a Massachusetts corporation, PerkinElmer LAS, Inc. (formerly known as
PerkinElmer Life Sciences, Inc.), a Delaware corporation, PerkinElmer Optoelectronics NC, Inc., a Delaware corporation, PerkinElmer Optoelectronics SC, Inc., a Delaware corporation, and PerkinElmer Canada, Inc., a Canada corporation, Applied Surface
Technology, Inc., a California corporation (“Applied Surface”) and PerkinElmer Automotive Research, Inc., a Texas corporation (“Automotive Research”) (each an “Originator” and collectively, the
“Originators”), PerkinElmer Receivables Company, a Delaware corporation (“Buyer”). 
  
 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 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, the operations of the Exiting Originators (as defined below) and certain operations of PKI are being sold to third parties and,
under such circumstances, the Buyer has elected, in its sole discretion, to consent and agree to the reconveyance and sale of the Receivables in connection therewith; 
  
 WHEREAS, the parties hereto desire to terminate Applied Surface and Automotive Research, Inc. as Originators
under the Agreement (the “Exiting Originators”); 
  
 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 Amendment, terms used in this Amendment shall have the meanings assigned in the Agreement. 
  
 Section 2. Amendments to Agreement. (a) Buyer hereby reconveys, for adequate consideration, the receipt of which is acknowledged
(including the cancellation of the Subordinated Note payable to each of the Exiting Originators), without representation, warranty or recourse to the Existing Originators all of its right, title and interest in and to all Receivables originated by
each of the Exiting Originators. The Buyer hereby also reconveys, with adequate consideration, without representation, warranty or recourse to PKI all of its right, title and interest in and to all Receivables originated out of PKI’s offices
located in: Phelps, New York; Beltsville, Maryland; Warwick, Rhode Island; Daytona, Florida; and San Carlos, California. As contemplated by Section 6.1 of the Agreement, each of the parties hereto agrees that effective as of the date hereof,
(i) PKI shall no longer sell, transfer, assign, set over or otherwise convey, and shall have no further obligation to sell, transfer, assign, set over or otherwise convey, to Buyer any Receivables and other Related Security originated by PKI
out of PKI’s offices located in: Phelps, New York; Beltsville, Maryland; Warwick, Rhode Island; Daytona, Florida; and San 










 
Carlos, California, (ii) each of the Exiting Originators shall no longer sell, transfer, assign, set over or otherwise convey, and shall have no further
obligation to sell, transfer, assign, set over or otherwise convey, to Buyer any Receivables and other Related Security originated by the Exiting Originators and (iii) any reference to the term “Originator” in the Agreement
shall no longer include Applied Surface and Automotive Research, Inc. Each of the parties hereto hereby agrees to waive the written notice requirements set forth in Section 6.1 of the Agreement. The parties hereto acknowledge and agree that
that neither the Exiting Originators nor PKI have any right or entitlement to demand the reconveyance of the Receivables and that the Receivables are being reconveyed with the consent of the Buyer, the Agent and the Purchaser, in their sole
discretion. 
  
 (b) Each of the parties hereto also agrees that
from time to time, at the expense of the requesting party, it will promptly, upon reasonable request and at the expense of the requesting party, execute and deliver all further instruments and documents, and take all further action, in order to
implement the terms of this Amendment including, with limitation: 
  
 (i) executing and filing such UCC termination statements, and such other instruments or notices, the Exiting Originators may reasonably determine to be necessary or appropriate, and 
  
 (ii) notifying the Lockbox Banks with respect to Lockboxes
and Lockbox Accounts to which the Receivables and the Related Security originated by each of the Exiting Originators are remitted of purchase described herein, and 
  
 (iii) cancellation of the Subordinated Notes payable to each of the Exiting Originators. 
  
 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. 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] 
  

 2 








 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:
	 	 Assistant Secretary





			
	
	 PERKINELMER HOLDINGS, INC., as Originator




			
		
	By	 	 /S/    JOHN L. HEALY





			
	 Name:
	 	 John L. Healy





			
	 Title:
	 	 Secretary


	
	 PERKINELMER LAS, INC., as Originator




			
		
	By	 	 /S/    JOHN L. HEALY





			
	 Name:
	 	 John L. Healy





			
	 Title:
	 	 Secretary


	
	 PERKINELMER OPTOELECTRONICS NC, INC., as
Originator




			
		
	By	 	 /S/    JOHN L. HEALY





			
	 Name:
	 	 John L. Healy





			
	 Title:
	 	 Secretary





			
	
	 PERKINELMER OPTOELECTRONICS SC, INC., as
Originator




			
		
	By	 	 /S/    JOHN L. HEALY





			
	 Name:
	 	 John L. Healy





			
	 Title:
	 	 Secretary





			
	
	 PERKINELMER CANADA, INC., as Originator




			
		
	By	 	 /S/    JOHN L. HEALY





			
	 Name:
	 	 John L. Healy





			
	 Title:
	 	 Secretary


	
	 APPLIED SURFACE TECHNOLOGY, INC.,
as
Originator




			
		
	By	 	 /S/    JOHN L. HEALY





			
	 Name:
	 	 John L. Healy





			
	 Title:
	 	 Secretary




  

 Signature Page to 
 Third Amendment to Purchase and Sale Agreement 









			
	 PERKINELMER AUTOMOTIVE RESEARCH, INC., as
Originator




			
		
	By	 	 /S/    JOHN L. HEALY





			
	 Name:
	 	 John L. Healy





			
	 Title:
	 	 Secretary


	
	 PERKINELMER RECEIVABLES COMPANY, as
Buyer




			
		
	By	 	 /S/    STEVEN DELAHUNT





			
	 Name:
	 	 Steven Delahunt





			
	 Title:
	 	 Assistant Treasurer





			
	
	 CONSENTED AND AGREED TO:

	
	 ABN AMRO BANK N.V., as Agent

		
	By	 	 /S/    THERESE GREMLEY





			
	Name:	 	 Therese Gremley





			
	Title:	 	 Vice President





			
		
	By	 	 /S/    MICHAEL MCINTYRE





			
	Name:	 	 Michael McIntyre





			
	Title:	 	 Vice President





			
	
	 WINDMILL FUNDING CORPORATION

		
	By	 	 /S/    BERNARD J. ANGELO





			
	Name:	 	 Bernard J. Angelo





			
	Title:	 	 Vice President




  

 Signature Page to 
 Third Amendment to Purchase and Sale Agreement