PERKINELMER INC
EX-10.12 RECIEVABLES SALE AGREEMENT 12/21/2001
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>6
<FILENAME>b42224peex10-12.txt
<DESCRIPTION>EX-10.12 RECIEVABLES SALE AGREEMENT 12/21/2001
<TEXT>
<PAGE>
                                                                   Exhibit 10.12

                                                                  CONFORMED COPY
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                           RECEIVABLES SALE AGREEMENT


                          DATED AS OF DECEMBER 21, 2001


                                      AMONG


                        PERKINELMER RECEIVABLES COMPANY,
                                 AS THE SELLER,


                               PERKINELMER, INC.,
                        AS THE INITIAL COLLECTION AGENT,


                               ABN AMRO BANK N.V.,
                                  AS THE AGENT,


                            THE COMMITTED PURCHASERS
                         FROM TIME TO TIME PARTY HERETO,


                                       AND


                          WINDMILL FUNDING CORPORATION





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                                TABLE OF CONTENTS

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                                                                                                                PAGE
<S>                        <C>                                                                                   <C>
ARTICLE I                  PURCHASES FROM SELLER AND SETTLEMENTS................................................. 1

       Section 1.1.        Sales................................................................................. 1
       Section 1.2.        Interim Liquidations.................................................................. 3
       Section 1.3.        Selection of Discount Rates and Tranche Periods....................................... 3
       Section 1.4.        Fees and Other Costs and Expenses..................................................... 4
       Section 1.5.        Maintenance of Sold Interest; Deemed Collection....................................... 4
       Section 1.6.        Reduction in Commitments.............................................................. 5
       Section 1.7.        Optional Repurchases.................................................................. 5
       Section 1.8.        Security Interest..................................................................... 6

ARTICLE II                 SALES TO AND FROM WINDMILL; ALLOCATIONS............................................... 7

       Section 2.1.        Required Purchases from Windmill...................................................... 7
       Section 2.2.        Purchases by Windmill................................................................. 7
       Section 2.3.        Allocations and Distributions......................................................... 7

ARTICLE III                ADMINISTRATION AND COLLECTIONS........................................................ 9

       Section 3.1.        Appointment of Collection Agent....................................................... 9
       Section 3.2.        Duties of Collection Agent............................................................ 9
       Section 3.3.        Reports...............................................................................10
       Section 3.4.        Lock-Box Arrangements.................................................................10
       Section 3.5.        Enforcement Rights....................................................................11
       Section 3.6.        Collection Agent Fee..................................................................11
       Section 3.7.        Responsibilities of the Seller........................................................12
       Section 3.8.        Actions by Seller.....................................................................12
       Section 3.9.        Indemnities by the Collection Agent...................................................12

ARTICLE IV                 REPRESENTATIONS AND WARRANTIES........................................................13

       Section 4.1.        Representations and Warranties........................................................13

ARTICLE V                  COVENANTS.............................................................................16

       Section 5.1.        Covenants of the Seller...............................................................16

ARTICLE VI                 INDEMNIFICATION.......................................................................21

       Section 6.1.        Indemnities by the Seller.............................................................21
       Section 6.2.        Increased Cost and Reduced Return.....................................................22
       Section 6.3.        Other Costs and Expenses..............................................................23
       Section 6.4.        Withholding Taxes.....................................................................24
       Section 6.5.        Payments and Allocations..............................................................25
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<S>                        <C>                                                                                  <C>
ARTICLE VII                CONDITIONS PRECEDENT..................................................................25

       Section 7.1.        Conditions to Closing.................................................................25
       Section 7.2.        Conditions to Each Purchase...........................................................26

ARTICLE VIII               THE AGENT.............................................................................26

       Section 8.1.        Appointment and Authorization.........................................................26
       Section 8.2.        Delegation of Duties..................................................................27
       Section 8.3.        Exculpatory Provisions................................................................27
       Section 8.4.        Reliance by Agent.....................................................................27
       Section 8.5.        Assumed Payments......................................................................27
       Section 8.6.        Notice of Termination Events..........................................................27
       Section 8.7.        Non-Reliance on Agent and Other Purchasers............................................28
       Section 8.8.        Agent and Affiliates..................................................................28
       Section 8.9.        Indemnification.......................................................................28
       Section 8.10.       Successor Agent.......................................................................28

ARTICLE IX                 MISCELLANEOUS.........................................................................29

       Section 9.1.        Termination...........................................................................29
       Section 9.2.        Notices...............................................................................29
       Section 9.3.        Payments and Computations.............................................................29
       Section 9.4.        Sharing of Recoveries.................................................................30
       Section 9.5.        Right of Setoff.......................................................................30
       Section 9.6.        Amendments............................................................................30
       Section 9.7.        Waivers...............................................................................31
       Section 9.8.        Successors and Assigns; Participations; Assignments...................................31
       Section 9.9.        Intended Tax Characterization.........................................................33
       Section 9.10.       Confidentiality.......................................................................33
       Section 9.11.       Agreement Not to Petition.............................................................33
       Section 9.12.       Excess Funds..........................................................................33
       Section 9.13.       No Recourse...........................................................................34
       Section 9.14.       Headings; Counterparts................................................................34
       Section 9.15.       Cumulative Rights and Severability....................................................34
       Section 9.16.       Governing Law; Submission to Jurisdiction.............................................34
       Section 9.17.       WAIVER OF TRIAL BY JURY...............................................................35
       Section 9.18.       Entire Agreement......................................................................35
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<TABLE>
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<S>                   <C>
SCHEDULES             DESCRIPTION

Schedule I            Definitions
Schedule II           Committed Purchasers and Commitments of Committed Purchasers

EXHIBITS              DESCRIPTION

Exhibit A             Form of Incremental Purchase Request
Exhibit B             Form of Notification of Assignment to Windmill from the Committed Purchasers
Exhibit C             Form of Periodic Report
Exhibit D             Addresses and Names of Seller and Originators
Exhibit E             Lock-Boxes and Lock-Box Banks
Exhibit F             Form of Lock-Box Letter
Exhibit G             Compliance Certificate
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<PAGE>

                           RECEIVABLES SALE AGREEMENT

         RECEIVABLES SALE AGREEMENT, dated as of December 21, 2001, among
PERKINELMER RECEIVABLES COMPANY, a Delaware corporation, as Seller (the
"Seller"), PERKINELMER, INC., a Massachusetts corporation, as initial Collection
Agent (the "Initial Collection Agent," and, together with any successor thereto,
the "Collection Agent"), ABN AMRO Bank N.V., as agent for the Purchasers (the
"Agent"), the committed purchasers party hereto (the "Committed Purchasers") and
Windmill Funding Corporation ("Windmill"). Certain capitalized terms used
herein, and certain rules of construction, are defined in Schedule I. The
Committed Purchasers and the Commitments of the Committed Purchasers are listed
on Schedule II.

         The parties hereto agree as follows:


                                    ARTICLE I
                      PURCHASES FROM SELLER AND SETTLEMENTS

         Section 1.1.    Sales.

         (a) The Sold Interest. Subject to the terms and conditions hereof, the
Seller may, from time to time before the Liquidity Termination Date, sell to
Windmill or, only if Windmill declines to make the applicable purchase, ratably
to the Committed Purchasers (who hereby agree, subject to the terms and
conditions hereof, in such event to make such purchase) an undivided percentage
ownership interest in the Receivables, the Related Security and all related
Collections. Any such purchase (a "Purchase") shall be made by each relevant
Purchaser remitting funds to the Seller, through the Agent, pursuant to Section
1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant
to Section 1.1(d). The aggregate percentage ownership interest so acquired by a
Purchaser in the Receivables, the Related Security and related Collections (its
"Purchase Interest") shall equal at any time the sum of the following
percentages:

                                 I        +    PRP
                            -----------
                                ER

where:

           I    =   the outstanding Investment of such Purchaser at such time;

           ER   =   the Eligible Receivables Balance at such time; and

           PRP  =   the Purchaser Reserve Percentage at such time.

Except during a Liquidation Period for a Purchaser, such Purchaser's Purchase
Interest will change whenever its Investment, its Purchaser Reserve Percentage
or the Eligible Receivables Balance changes. During a Liquidation Period for a
Purchaser its Purchase Interest shall remain constant at the percentage in
effect as of the day immediately preceding the commencement of

<PAGE>

the relevant Liquidation Period, except for redeterminations to reflect
Investment acquired from or transferred to another Purchaser under the Transfer
Agreement. The sum of all Purchasers' Purchase Interests at any time is referred
to herein as the "Sold Interest", which at any time is the aggregate percentage
ownership interest then held by the Purchasers in the Receivables, the Related
Security and Collections.

         (b) Windmill Purchase Option and Other Purchasers' Commitments. Subject
to Section 1.1(d) concerning Reinvestment Purchases, at no time will Windmill
have any obligation to make a Purchase. Each purchaser listed on Schedule II
hereto (together, the "Committed Purchasers" and each, a "Committed Purchaser")
severally hereby agrees, subject to Section 7.2 and the other terms and
conditions hereof (including, in the case of an Incremental Purchase (as defined
below), that Windmill has refused to make a requested Purchase), to make
Purchases before the Liquidity Termination Date, based on its Ratable Share of
each Purchase, to the extent its Investment would not thereby exceed its
Commitment, the Aggregate Investment would not thereby exceed the Purchase
Limit, and the Matured Aggregate Investment would not thereby exceed the
Aggregate Commitments. Each Purchaser's first Purchase and each additional
Purchase by such Purchaser not made from Collections pursuant to Section 1.1(d)
is referred to herein as an "Incremental Purchase." Each Purchase made by a
Purchaser with the proceeds of Collections in which it has a Purchase Interest,
which does not increase the outstanding Investment of such Purchaser, is
referred to herein as a "Reinvestment Purchase."

         (c) Incremental Purchases. In order to request an Incremental Purchase
from a Purchaser, the Seller must provide to the Agent an irrevocable written
request substantially in the form of Exhibit A, by (i) 10:00 a.m. (Chicago time)
two Business Days before the requested date (the "Purchase Date") of such
Purchase, in the case of each Purchase by Windmill, (ii) 10:00 a.m. (Chicago
time) three Business Days before the Purchase Date in the case of each Purchase
by the Committed Purchasers that is to accrue Discount at the Eurodollar Rate
and (iii) 10:00 a.m. (Chicago time) on the Purchase Date in the case of each
Purchase by the Committed Purchasers that is to accrue Discount at the Prime
Rate, or, in each of the foregoing cases, such later time or day as Windmill
shall agree. Each such notice shall specify the requested Purchase Date (which
must be a Business Day) and the requested amount (the "Purchase Amount") of such
Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof
(or, if less, an amount equal to the Maximum Incremental Purchase Amount). An
Incremental Purchase may only be requested from Windmill unless Windmill, in its
sole discretion, determines not to make such Incremental Purchase, in which case
the Seller may request such Incremental Purchase from the Committed Purchasers.
The Agent shall promptly notify the contents of any such request to each
Purchaser from which the Purchase is requested. If Windmill determines, in its
sole discretion, to make all or any portion of the requested Purchase, Windmill
shall transfer to the Agent's Account the Purchase Amount (or portion thereof)
on the requested Purchase Date. If Windmill determines, in its sole discretion,
not to make all or any portion of a requested Purchase and the Seller requests
the Incremental Purchase from the Committed Purchasers subject to Section 7.2
and the other terms and conditions hereof, each Committed Purchaser shall
transfer its Ratable Share of that portion of the requested Purchase Amount not
funded by Windmill into the Agent's Account by no later than 12:00 noon (Chicago
time) on the Purchase Date (which, in the case of a Purchase that is to accrue
Discount at the Eurodollar Rate, in no event will be earlier than three Business
Days after such request is made to

                                      -2-
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the Committed Purchasers). The Agent shall transfer to the Seller Account
the proceeds of any Incremental Purchase delivered into the Agent's Account.

         (d) Reinvestment Purchases. Unless Windmill has provided to the Agent,
the Seller, and the Collection Agent a notice (which notice has not been revoked
by Windmill) that it no longer wishes to make Reinvestment Purchases (in which
case Windmill's Reinvestment Purchases, but not those of the Committed
Purchasers, shall cease), on each day before the Liquidity Termination Date that
any Collections are received by the Collection Agent and no Interim Liquidation
is in effect, a Purchaser's Purchase Interest in such Collections shall
automatically be used to make a Reinvestment Purchase by such Purchaser.
Windmill may revoke any notice provided under the first sentence of this Section
1.1(d) by notifying the Agent, the Seller, and the Collection Agent that it will
make Reinvestment Purchases.

         Section 1.2. Interim Liquidations. (a) Optional. The Seller may at any
time direct that Reinvestment Purchases cease and that an Interim Liquidation
commence for all Purchasers by giving the Agent and the Collection Agent at
least three Business Days' prior written notice specifying the date on which the
Interim Liquidation shall commence and, if desired, when such Interim
Liquidation shall cease (identified as a specific date prior to the Liquidity
Termination Date or as when the Aggregate Investment is reduced to a specified
amount). If the Seller does not so specify the date on which an Interim
Liquidation shall cease, it may cause such Interim Liquidation to cease at any
time before the Liquidity Termination Date, subject to Section 1.2(b) below, by
giving the Agent and the Collection Agent at least three Business Days' prior
written notice before the date on which it desires such Interim Liquidation to
cease.

         (b) Mandatory. If at any time before the Liquidity Termination Date any
condition in Section 7.2 is not fulfilled, Reinvestment Purchases shall cease
and an Interim Liquidation shall commence, which shall cease only upon the
Seller confirming to the Agent that the conditions in Section 7.2 are fulfilled.

         Section 1.3. Selection of Discount Rates and Tranche Periods. (a)
Windmill. Windmill's Investment will accrue Funding Charges for each day on
which it is outstanding. On each Settlement Date the Seller shall pay to the
Agent (for the benefit of Windmill) an aggregate amount equal to all accrued and
unpaid Funding Charges in respect of such Investment for the immediately
preceding Discount Period. The Agent shall allocate the Investment of Windmill
to Tranche Periods in its sole discretion.

         (b) Committed Purchasers. All Investment of the Committed Purchasers
shall be allocated to one or more Tranches reflecting the Discount Rates at
which such Investment accrues Discount and the Tranche Periods for which such
Discount Rates apply. In each request for an Incremental Purchase from the
Committed Purchasers and three Business Days before the expiration of any
Tranche Period applicable to any Committed Purchaser's Investment, the Seller
may direct (subject to Section 1.3(c)) the Tranche Period(s) to be applicable to
such Investment and the Discount Rate(s) applicable thereto. All Investment of
the Committed Purchasers may accrue Discount at either the Eurodollar Rate or
the Prime Rate, in all cases as established by the Seller for each Tranche
Period applicable to such Investment. Any Investment of the Committed Purchasers
not allocated to a Tranche Period shall be a Prime Tranche. During the pendency
of a

                                      -3-
<PAGE>

Termination Event, the Agent may reallocate any outstanding Investment of
the Committed Purchasers to a Prime Tranche. All Discount accrued on the
Investment of the Committed Purchasers during a Tranche Period shall be payable
by the Seller on the last day of such Tranche Period or, for a Eurodollar
Tranche with a Tranche Period of more than three months, three months after the
commencement, and on the last day, of such Tranche Period. If, by the time
required by this Section 1.3(b), the Seller fails to select a Discount Rate or
Tranche Period for any Investment of the Committed Purchasers, such amount of
Investment shall automatically accrue Discount at the Prime Rate for a three
Business Day Tranche Period. Any Investment purchased from Windmill pursuant to
the Transfer Agreement shall accrue interest at the Prime Rate and have an
initial Tranche Period of three Business Days.

         (c) If the Agent or any Committed Purchaser reasonably determines (i)
that maintenance of any Eurodollar Tranche would violate any applicable law or
regulation, (ii) that deposits of a type and maturity appropriate to match fund
any of such Purchaser's Eurodollar Tranches are not available or (iii) that the
maintenance of any Eurodollar Tranche will not adequately and fairly reflect the
cost of such Purchaser of funding Eurodollar Tranches, then the Agent, upon the
direction of such Purchaser, shall suspend the availability of future Eurodollar
Tranches until such time as the Agent or applicable Committed Purchaser provides
notice that the circumstances giving rise to such suspension no longer exist,
and, if required by any applicable law or regulation, terminate any outstanding,
Eurodollar Tranche so affected. All Investment allocated to any such terminated
Eurodollar Tranche shall be reallocated to a Prime Tranche.

         Section 1.4. Fees and Other Costs and Expenses. (a) The Seller shall
pay to the Agent (i) for the ratable benefit of the Committed Purchasers, such
amounts as agreed to with the Committed Purchasers and the Agent in the Fee
Letter.

         (b) If (i) the amount of Windmill's Investment is reduced (other than
as a result of a Put) on any date other than the last day of a CP Tranche, (ii)
the amount of Investment allocated to any LIBOR Tranche is reduced on any day
other than the last day of its Tranche Period or (iii) if a requested
Incremental Purchase at the Eurodollar Rate does not take place on its scheduled
Purchase Date, the Seller shall pay the Early Payment Fee to each Purchaser that
had its Investment so reduced or scheduled Purchase not made.

         (c) Investment, Discount and Funding Charges shall not be recourse
obligations of the Seller and shall be payable solely from Collections and from
amounts payable under Sections 1.5, 1.7 and 6.1 (to the extent amounts paid
under Section 6.1 indemnify against reductions in or non-payment of
Receivables). The Seller shall pay, as a full recourse obligation, all other
amounts payable hereunder.

         (d) Notwithstanding anything in this Agreement to the contrary, in no
event will the Funding Charges and Discount charged and payable hereunder exceed
any maximum interest rate imposed by applicable law or regulation.

         Section 1.5. Maintenance of Sold Interest; Deemed Collection. (a)
General. If at any time before the Liquidity Termination Date the Eligible
Receivables Balance is less than the sum

                                      -4-
<PAGE>

of the Aggregate Investment (or, if a Termination Event exists, the Matured
Aggregate Investment) plus the Aggregate Reserve, the Seller shall pay
to the Agent an amount equal to such deficiency for application to reduce the
Investments of the Purchasers ratably in accordance with the principal amount of
their respective Investments, applied first to Prime Tranches and second to the
other Tranches with the shortest remaining maturities unless otherwise specified
by the Seller. Any amount so applied to reduce Windmill's Investment shall be
deposited in the Special Transaction Subaccount.

         (b) Deemed Collections. If on any day the Outstanding Balance of a
Receivable is reduced or cancelled as a result of any defective or rejected
goods or services, any cash discount or adjustment (including any adjustment
resulting from the application of any special refund or other discounts or any
reconciliation), any setoff or credit (whether such claim or credit arises out
of the same, a related, or an unrelated transaction) or other reason not arising
from the financial inability of the Obligor to pay undisputed indebtedness, the
Seller shall be deemed to have received on such day a Collection on such
Receivable in the amount of such reduction or cancellation. If on any day any
representation, warranty, covenant or other agreement of the Seller related to a
Receivable is not true or is not satisfied, the Seller shall be deemed to have
received on such day a Collection in the amount of the Outstanding Balance of
such Receivable. All such Collections deemed received by the Seller under this
Section 1.5(b) shall be remitted by the Seller to the Collection Agent in
accordance with Section 5.1(i).

         (c) Adjustment to Sold Interest. At any time before the Liquidity
Termination Date that the Seller is deemed to have received any Collection under
Section 1.5(b) ("Deemed Collections") that derives from a Receivable that is
otherwise reported as an Eligible Receivable, so long as no Liquidation Period
then exists, the Seller may satisfy its obligation to deliver such amount to the
Collection Agent by instead notifying the Agent that the Sold Interest should be
recalculated by decreasing the Eligible Receivables Balance by the amount of
such Deemed Collections, so long as such adjustment does not cause the Sold
Interest to exceed 100%.

         (d) Payment Assumption. Unless an Obligor otherwise specifies or
another application is required by contract or law, any payment received by the
Seller from any Obligor shall be applied as a Collection of Receivables of such
Obligor (starting with the oldest such Receivable) and remitted to the
Collection Agent as such.

         Section 1.6. Reduction in Commitments. The Seller may, upon at least
five Business Days' notice to the Agent, reduce the Aggregate Commitment in
increments of $1,000,000, so long as the Aggregate Commitment as so reduced is
no less than the Matured Aggregate Investment. Each such reduction in the
Aggregate Commitment shall reduce the Commitment of each Committed Purchaser in
accordance with its Ratable Share and shall reduce the Purchase Limit so that
the Aggregate Commitment remains at least 102% of the Purchase Limit and the
Purchase Limit is no less than the outstanding Aggregate Investment.

         Section 1.7. Optional Repurchases. At any time that the Aggregate
Investment is less than 10% of the Aggregate Commitment in effect on the date
hereof, the Seller may, upon at least five Business Days' notice to the Agent,
repurchase the entire Sold Interest from the

                                      -5-
<PAGE>

Purchasers at a price equal to the outstanding Matured Aggregate Investment and
all other amounts then owed hereunder.

         Section 1.8. Security Interest. (a) The Seller hereby grants to the
Agent, for its own benefit and for the ratable benefit of the Purchasers, a
security interest in all Receivables, Related Security, Collections and Lock-Box
Accounts to secure the payment of all amounts other than Investment owing
hereunder and (to the extent of the Sold Interest) to secure the repayment of
all Investment. The Seller and Collection Agent shall hold in trust for the
benefit of the Persons entitled thereto any Collections received pending their
application pursuant to Section 1.1(c), Section 2.3 or Article III hereof. After
the occurrence of a Termination Event, the Seller and Collection Agent shall
not, without the prior written consent of the Instructing Group, distribute any
Collections to any Person other than the Agent and the Purchasers (and to the
Collection Agent, in payment of the Collection Agent Fee to the extent permitted
hereto) (whether as payment on a Note or otherwise) until all amounts owed under
the Transaction Documents to the Agent and the Purchasers shall have been
indefeasibly paid in full.

         (b) The Seller hereby assigns and otherwise transfers to the Agent (for
the benefit of the Agent, each Purchaser and any other Person to whom any amount
is owed hereunder), all of the Seller's right, title and interest in, to and
under the Purchase Agreement and the Limited Guaranty as security for
fulfillment of Seller's obligations under the Transaction Documents. The Seller
shall execute, file and record all financing statements, continuation statements
and other documents required to perfect or protect such assignment. This
assignment includes (a) all monies due and to become due to the Seller from the
Originators or the Parent under or in connection with the Purchase Agreement and
the Limited Guaranty (including fees, expenses, costs, indemnities and damages
for the breach of any obligation or representation related to such agreement)
and (b) all rights, remedies, powers, privileges and claims of the Seller
against the Originators or the Parent under or in connection with the Purchase
Agreement and the Limited Guaranty. All provisions of the Purchase Agreement and
the Limited Guaranty shall inure to the benefit of, and may be relied upon by,
the Agent, each Purchaser and each such other Person. At any time that a
Termination Event has occurred and is continuing, the Agent shall have the sole
right to enforce the Seller's rights and remedies under the Purchase Agreement
and the Limited Guaranty to the same extent as the Seller could absent this
assignment, but without any obligation on the part of the Agent, any Purchaser
or any other such Person to perform any of the obligations of the Seller under
the Purchase Agreement (or the promissory note executed thereunder) or the
Limited Guaranty. All amounts distributed to the Seller under the Purchase
Agreement from Receivables sold to the Seller thereunder shall constitute
Collections hereunder and shall be applied in accordance herewith.

         (c) This agreement shall be a security agreement for purposes of the
UCC. Upon the occurrence of a Termination Event, the Agent shall have all rights
and remedies provided under the UCC as in effect in all applicable
jurisdictions.

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<PAGE>

                                   ARTICLE II
                     SALES TO AND FROM WINDMILL; ALLOCATIONS

         Section 2.1. Required Purchases from Windmill. (a) Windmill may, at any
time, and on the earlier of the Windmill Termination Date and ten Business Days
following the Agent and Windmill learning of a continuing Termination Event,
Windmill shall, sell to the Committed Purchasers pursuant to the Transfer
Agreement any percentage designated by Windmill of Windmill's Investment and its
related Windmill Settlement (each, a "Put").

         (b) Any portion of Windmill's Investment and related Windmill
Settlement purchased by a Committed Purchaser shall be considered part of such
Purchaser's Investment and related Windmill Settlement from the date of the
relevant Put. Immediately upon any purchase by the Committed Purchasers of any
portion of Windmill's Investment, the Seller shall pay to the Agent (for the
ratable benefit of such Purchasers) an amount equal to the sum of (i) the
Assigned Windmill Settlement and (ii) all unpaid Discount owed to Windmill
(whether or not then due) to the end of each applicable Tranche Period to which
any Investment being Put has been allocated, (iii) all accrued but unpaid fees
(whether or not then due) payable to Windmill in connection herewith at the time
of such purchase and (iv) all accrued and unpaid costs, expenses and indemnities
due to Windmill from the Seller in connection herewith.

         (c) The proceeds from each Put received by Windmill (other than amounts
described in clauses (iii) and (iv) of the last sentence of Section 2.1(b)),
shall be transferred into the Special Transaction Subaccount and used solely to
pay that portion of the outstanding commercial paper of Windmill issued to fund
or maintain the Investment of Windmill so transferred. Until used to pay
commercial paper, all proceeds of any Put pursuant to this Section shall be
invested in Permitted Investments. All earnings on such Permitted Investments
shall be promptly remitted to the Seller.

         Section 2.2. Purchases by Windmill. Windmill may at any time deliver to
the Agent and each Committed Purchaser a notification of assignment in
substantially the form of Exhibit B. If Windmill delivers such notice, each
Committed Purchaser shall sell to Windmill and Windmill shall purchase in full
from each Committed Purchaser, the Investment of the Committed Purchasers on the
last day of the relevant Tranche Periods, at a purchase price equal to such
Investment plus accrued and unpaid Discount thereon. Any sale from any Committed
Purchaser to Windmill pursuant to this Section 2.2 shall be without recourse,
representation or warranty except for the representation and warranty that the
Investment sold by such Committed Purchaser is free and clear of any Adverse
Claim created or granted by such Committed Purchaser and that such Purchaser has
not suffered a Bankruptcy Event.

         Section 2.3. Allocations and Distributions.

         (a) Windmill Termination and Non-Reinvestment Periods. Before the
Liquidity Termination Date (unless an Interim Liquidation is in effect), on each
day during a period that Windmill has an outstanding Investment and is not
making Reinvestment Purchases (as established under Section 1.1(d)) and at all
times on and after the Windmill Termination Date, the Collection Agent (i) shall
set aside and hold in trust solely for the benefit of Windmill (or

                                      -7-
<PAGE>

deliver to the Agent, if so instructed pursuant to Section 3.2(a))
Windmill's Purchase Interest in all Collections received on such day and (ii)
shall distribute on the last day of each CP Tranche Period to the Agent (for the
benefit of Windmill) the amounts so set aside up to the amount of Windmill's
Investment allocated to such Tranche Period and, to the extent not already paid
in full, all Discount thereon and all other amounts then due from the Seller in
connection with such Investment and Tranche Period. If any part of the Sold
Interest in any Collections is applied to pay any amounts that are recourse
obligations of the Seller pursuant to Section 1.4(c) and after giving effect to
such application the Sold Interest is greater than 100%, the Seller shall pay,
as a recourse obligation for distribution as part of the Sold Interest in
Collections, to the Collection Agent the amount so applied to the extent
necessary so that after giving effect to such payment the Sold Interest is no
greater than 100%.

         (b) Liquidity Termination Date and Interim Liquidations. On each day
during any Interim Liquidation and on each day on and after the Liquidity
Termination Date, the Collection Agent shall set aside and hold in trust solely
for the account of the Agent, for the benefit of the Agent and the Purchasers,
(or deliver to the Agent, if so instructed pursuant to Section 3.2(a)) the Sold
Interest in all Collections received on such day and such Collections shall be
allocated as follows:

                   (i) first, to the Purchasers (ratably, based on the Matured
         Value of their respective Investments) until all Investment of, Funding
         Charges with respect to Windmill and Discount with respect to the
         Committed Purchasers, as applicable, due but not already paid to,
         Windmill and the Committed Purchasers have been paid in full;

                  (ii) second, to the Purchasers until all other amounts
         owed to the Purchasers have been paid in full;

                 (iii) third, to the Agent until all amounts owed to the
         Agent have been paid in full;

                  (iv) fourth, to any other Person (other than the Seller, the
         Collection Agent or an Originator) to whom any amounts are owed under
         the Transaction Documents until all such amounts have been paid in
         full; and

                   (v) fifth, to the Collection  Agent until all amounts
         owed to the Collection Agent under the Agreement have been paid in
         full; and

                  (vi) sixth, to the Seller.

On the last day of each Tranche Period (unless otherwise instructed by the Agent
pursuant to Section 3.2(a)), the Collection Agent shall deposit into the Agent's
Account, from such set aside Collections, all amounts allocated to such Tranche
Period and all Tranche Periods that ended before such date that are due in
accordance with the priorities in clauses (i)-(ii) above. No distributions shall
be made to pay amounts under clauses (iii) - (vi) until sufficient Collections
have been set aside to pay all amounts described in clauses (i) and (ii) that
may become payable for all outstanding Tranche Periods. All distributions by the
Agent shall be made ratably within

                                      -8-
<PAGE>

each priority level in accordance with the respective amounts then due each
Person included in such level unless otherwise agreed by the Agent and all
Purchasers. If any part of the Sold Interest in any Collections is applied to
pay any amounts payable hereunder that are recourse obligations of the Seller
pursuant to Section 1.4(c) and after giving effect to such application the Sold
Interest is greater than 100%, the Seller shall pay, as a recourse obligation
for distribution in respect of each applicable Purchaser's Investment as part of
the Sold Interest in Collections, to the Collection Agent the amount so applied
to the extent necessary so that after giving effect to such payment the Sold
Interest is no greater than 100%.


                                   ARTICLE III
                         ADMINISTRATION AND COLLECTIONS

         Section 3.1. Appointment of Collection Agent. (a) The servicing,
administering and collecting of the Receivables shall be conducted by a Person
(the "Collection Agent") designated to so act on behalf of the Purchasers under
this Article III. As the Initial Collection Agent, the Parent is hereby
designated as, and agrees to perform the duties and obligations of, the
Collection Agent. The Initial Collection Agent acknowledges that the Agent and
each Purchaser have relied on the Initial Collection Agent's agreement to act as
Collection Agent (and the agreement of any of the sub-collection agents to so
act) in making the decision to execute and deliver this Agreement and agrees
that it will not voluntarily resign as Collection Agent nor permit any
sub-collection agent to voluntarily resign as a sub-collection agent. At any
time after the occurrence of a Collection Agent Replacement Event, the Agent may
designate a new Collection Agent to succeed the Parent (or any successor
Collection Agent).

         (b) The Initial Collection Agent may delegate its duties and
obligations as Collection Agent to an Affiliate of the Initial Collection Agent
(acting as a sub-collection agent). Notwithstanding such delegation, the Initial
Collection Agent shall remain primarily liable for the performance of the duties
and obligations so delegated, and the Agent and each Purchaser shall have the
right to look solely to the Initial Collection Agent for such performance. The
Agent may at any time after the occurrence of a Collection Agent Replacement
Event remove or replace any sub-collection agent.

         (c) If replaced as provided herein, the Collection Agent agrees it will
terminate, and will cause each existing sub-collection agent to terminate, its
collection activities in a manner requested by the Agent to facilitate the
transition to a new Collection Agent. The Collection Agent shall cooperate with
and assist any new Collection Agent (including providing access to, and
transferring, all Records and allowing (to the extent permitted by applicable
law and contract) the new Collection Agent to use all licenses, hardware or
software necessary or desirable to collect the Receivables). The Initial
Collection Agent irrevocably agrees to act (if requested to do so) as the
data-processing agent for any new Collection Agent in substantially the same
manner as the Initial Collection Agent conducted such data-processing functions
while it acted as the Collection Agent.

         Section 3.2. Duties of Collection Agent. (a) The Collection Agent shall
take, or cause to be taken, all action necessary or advisable to collect each
Receivable in accordance with this

                                      -9-
<PAGE>

Agreement, the Credit and Collection Policy and all applicable laws, rules
and regulations using the skill and attention the Collection Agent exercises
in collecting other receivables or obligations owed solely to it. The
Collection Agent shall, in accordance herewith, separately account for all
Collections to which a Purchaser is entitled and pay from such Collections all
Funding Charges and Discount when due. If so instructed by the Agent, after the
occurrence of a Collection Agent Replacement Event, the Collection Agent shall
transfer to the Agent the amount of Collections to which the Agent and the
Purchasers are entitled by the Business Day following receipt. Each party hereto
hereby appoints the Collection Agent to enforce such Person's rights and
interests in the Receivables, but (notwithstanding any other provision in any
Transaction Document) the Agent shall at all times after the occurrence of a
Collection Agent Replacement Event have the sole right to direct the Collection
Agent to commence or settle any legal action to enforce collection of any
Receivable.

         (b) If no Termination Event exists and the Collection Agent determines
that such action is appropriate in order to maximize the Collections, the
Collection Agent may, in accordance with the Credit and Collection Policy,
extend the maturity of any Receivable or adjust the outstanding balance of any
Receivable. Any such extension or adjustment shall not alter the status of a
Receivable as a Defaulted Receivable or Delinquent Receivable or limit any
rights of the Agent or the Purchasers hereunder. If a Termination Event exists,
the Collection Agent may make such extensions or adjustments only with the prior
consent of the Instructing Group.

         (c) The Collection Agent shall turn over to the Seller (i) any
percentage of Collections in excess of the Sold Interest, less all reasonable
costs and expenses of the Collection Agent for servicing, collecting and
administering the Receivables and (ii) subject to Section 1.5(d), the
collections and records for any indebtedness owed to the Seller that is not a
Receivable. The Collection Agent shall have no obligation to remit any such
funds or records to the Seller until the Collection Agent receives evidence
(satisfactory to the Agent) that the Seller is entitled to such items. The
Collection Agent has no obligations concerning indebtedness that is not a
Receivable other than to deliver the collections and records for such
indebtedness to the Seller when required by this Section 3.2(c).

         (d) The Collection Agent shall take all actions necessary to maintain
the perfection and priority of the security interest of the Agent in the
Receivables.

         Section 3.3. Reports. On or before the twentieth day of each month,
and, after the occurrence of a Termination Event, at such other times covering
such other periods as is requested by the Agent or the Instructing Group, the
Collection Agent shall deliver to the Agent a report reflecting information as
of the close of business of the Collection Agent for the immediately preceding
Settlement Period or such other preceding period as is requested (each a
"Periodic Report"), containing the information described on Exhibit C (with such
modifications or additional information as requested by the Agent or the
Instructing Group).

         Section 3.4. Lock-Box Arrangements. The Agent is hereby authorized to
give notice at any time after the occurrence of a Collection Agent Replacement
Event to any or all Lock-Box Banks that the Agent is exercising its rights under
the Lock-Box Letters and to take all actions permitted under the Lock-Box
Letters. The Seller agrees to take any action requested by the

                                      -10-
<PAGE>

Agent to facilitate the foregoing. After the Agent takes any such action
under the Lock-Box Letters, the Seller shall immediately deliver to the
Agent any Collections received by the Seller. If the Agent takes control of any
Lock-Box Account, the Agent shall distribute Collections it receives in
accordance herewith and shall deliver to the Collection Agent, for distribution
under Section 3.2, all other amounts it receives from such Lock-Box Account.

         Section 3.5. Enforcement Rights. (a) The Agent may at any time after
the occurrence of a Collection Agent Replacement Event direct the Obligors and
the Lock-Box Banks to make all payments on the Receivables directly to the Agent
or its designee. The Agent may, and the Seller shall at the Agent's request,
withhold the identity of the Purchasers from the Obligors and Lock-Box Banks.
Upon the Agent's request after the occurrence of a Collection Agent Replacement
Event, the Seller (at the Seller's expense) shall (i) give notice to each
Obligor of the Agent's ownership of the Sold Interest and direct that payments
on Receivables be made directly to the Agent or its designee, (ii) assemble for
the Agent all Records and collateral security for the Receivables and the
Related Security and transfer to the Agent (or its designee), or (to the extent
permitted by applicable law and contract) license to the Agent (or its designee)
the use of, all software useful to collect the Receivables and (iii) segregate
in a manner acceptable to the Agent all Collections the Seller receives and,
promptly upon receipt, remit such Collections in the form received, duly
endorsed or with duly executed instruments of transfer, to the Agent or its
designee.

         (b) After the occurrence of a Collection Agent Replacement Event, the
Seller hereby irrevocably appoints the Agent as its attorney-in-fact coupled
with an interest, with full power of substitution and with full authority in the
place of the Seller, to take any and all steps deemed desirable by the Agent, in
the name and on behalf of the Seller to (i) collect any amounts due under any
Receivable, including endorsing the name of the Seller on checks and other
instruments representing Collections and enforcing such Receivables and the
Related Security, and (ii) exercise any and all of the Seller's rights and
remedies under the Purchase Agreement. The Agent's powers under this Section
3.5(b) shall not subject the Agent to any liability if any action taken by it
proves to be inadequate or invalid, nor shall such powers confer any obligation
whatsoever upon the Agent.

         (c) Neither the Agent nor any Purchaser shall have any obligation to
take or consent to any action to realize upon any Receivable or Related Security
or to enforce any rights or remedies related thereto.

         Section 3.6. Collection Agent Fee. On or before the twentieth day of
each calendar month, the Seller shall pay to the Collection Agent a fee for the
immediately preceding calendar month as compensation for its services (the
"Collection Agent Fee") equal to (a) at all times an Affiliate of the Seller is
the Collection Agent, such consideration as is acceptable to it, so long as such
consideration is upon fair and reasonable terms no less favorable to the Seller
than could be obtained in a comparable arm's-length transaction with a Person
other than a Seller Entity, the receipt and sufficiency of which is hereby
acknowledged, and (b) at all times any other Person is the Collection Agent, a
reasonable amount agreed upon by the Agent and the new Collection Agent on an
arm's-length basis reflecting rates and terms prevailing in the market at such
time. The Collection Agent may apply to payment of the Collection Agent Fee only
the portion of the

                                      -11-
<PAGE>

Collections in excess of Collections that fund Reinvestment Purchases and
that pay Funding Charges and Discount. The Agent may, with the consent of
the Instructing Group, pay the Collection Agent Fee to the Collection Agent from
the Sold Interest in Collections. The Seller shall be obligated to reimburse any
such payment.

         Section 3.7. Responsibilities of the Seller. The Seller shall, or shall
cause the Originators to, pay when due all Taxes payable in connection with the
Receivables and the Related Security or their creation or satisfaction. The
Seller shall, and shall cause the Originators to, perform all of its obligations
under agreements related to the Receivables and the Related Security to the same
extent as if interests in the Receivables and the Related Security had not been
transferred hereunder or, in the case of the Originators, under the Purchase
Agreement. The Agent's or any Purchaser's exercise of any rights hereunder shall
not relieve the Seller or the Originators from such obligations. Neither the
Agent nor any Purchaser shall have any obligation to perform any obligation of
the Seller or of the Originators or any other obligation or liability in
connection with the Receivables or the Related Security.

         Section 3.8. Actions by Seller. The Seller shall defend and indemnify
the Agent and each Purchaser against all costs, expenses, claims and liabilities
for any action taken by the Seller, the Originators or any other Affiliate of
the Seller or of the Originators (whether acting as Collection Agent or
otherwise) related to any Receivable and the Related Security, or arising out of
any alleged failure of compliance of any Receivable or the Related Security with
the provisions of any law or regulation, except to the extent such costs,
expenses, claims and liabilities are attributable to the gross negligence or
willful misconduct of the Person seeking their recovery. If any goods related to
a Receivable are repossessed, the Seller agrees to resell, or to have the
Originators or another Affiliate resell, such goods in a commercially reasonable
manner for the account of the Agent and remit, or have remitted, to the Agent
the Purchasers' share in the gross sale proceeds thereof net of any
out-of-pocket expenses and any equity of redemption of the Obligor thereon. Any
such moneys collected by the Seller or the Originators or other Affiliate of the
Seller pursuant to this Section 3.8 shall be treated as part of the Sold
Interest in Collections for application as provided herein.

         Section 3.9. Indemnities by the Collection Agent. Without limiting any
other rights any Person may have hereunder or under applicable law, the
Collection Agent hereby indemnifies and holds harmless the Seller, the Agent and
each Purchaser and their respective officers, directors, agents and employees
(each a "Collection Agent Indemnified Party") from and against any and all
damages, losses, claims, liabilities, penalties, Taxes, costs and expenses
(including attorneys' fees and court costs) (all of the foregoing collectively,
the "Collection Agent Indemnified Losses") at any time imposed on or incurred by
any Collection Agent Indemnified Party to the extent arising out of or otherwise
relating to:

                   (i) any representation or warranty made by, on behalf of or
         in respect of, the Collection Agent in this Agreement, any other
         Transaction Document, any Periodic Report or any other information or
         report delivered by the Collection Agent pursuant hereto, which shall
         have been false or incorrect in any material respect when made;

                                      -12-
<PAGE>

                  (ii) the failure by the Collection Agent to comply with any
         applicable law, rule or regulation related to any Receivable or the
         Related Security;

                 (iii) any loss of a perfected security interest (or in the
         priority of such security interest) as a result of any commingling by
         the Collection Agent of funds to which the Agent or any Purchaser is
         entitled hereunder with any other funds;

                  (iv) the imposition of any Lien with respect to any
         Receivable, Related Security or Lock-Box Account as a result of any
         action taken by the Collection Agent under any Transaction Documents;
         or

                   (v) any failure of the Collection Agent to perform its duties
         or obligations in accordance with the provisions of this Agreement
         (including, without limitation, compliance with the Credit and
         Collection Policy) or any other Transaction Document to which the
         Collection Agent is a party;

whether arising by reason of the acts to be performed by the Collection Agent
hereunder or otherwise, excluding only Collection Agent Indemnified Losses to
the extent (a) a final judgment of a court of competent jurisdiction determined
that such Collection Agent Indemnified Losses resulted solely from gross
negligence or willful misconduct of the Collection Agent Indemnified Party
seeking indemnification, (b) solely due to the credit risk of the Obligor and
for which reimbursement would constitute recourse to the Collection Agent for
uncollectible Receivables, or (c) such Collection Agent Indemnified Losses
include Taxes on, or measured by, the overall net income of the Agent or any
Purchaser computed in accordance with the Intended Tax Characterization;
provided, however, that nothing contained in this sentence shall limit the
liability of the Collection Agent or limit the recourse of the Agent and each
Purchaser to the Collection Agent for any amounts otherwise specifically
provided to be paid by the Collection Agent hereunder.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

         Section 4.1. Representations and Warranties. The Seller represents and
warrants to the Agent and each Purchaser, that:

                   (a) Corporate Existence and Power. Each of the Seller and
         each Seller Entity is a corporation duly organized, validly existing
         and in good standing under the laws of its jurisdiction of
         incorporation and has all corporate power and authority and all
         governmental licenses, authorizations, consents and approvals required
         to carry on its business in each jurisdiction in which its business is
         now conducted, except where failure to obtain such license,
         authorization, consent or approval would not have a material adverse
         effect on (i) its ability to perform its obligations under, or the
         enforceability of, any Transaction Document, (ii) the business or
         financial condition of the Parent and its Subsidiaries, taken as a
         whole, (iii) the interests of the Agent or any Purchaser under any

                                      -13-
<PAGE>

         Transaction Document or (iv) the enforceability or collectibility of a
         material portion of the Receivables.

                   (b) Corporate Authorization and No Contravention. The
         execution, delivery and performance by each of the Seller and each
         Seller Entity of each Transaction Document to which it is a party and
         the creation of all security interests provided for herein and therein
         (i) are within its powers, (ii) have been duly authorized by all
         necessary action, (iii) do not contravene or constitute a default under
         (A) any applicable law, rule or regulation, (B) its or any other Seller
         Entity's charter or by-laws or (C) any agreement, order or other
         instrument to which it or any other Seller Entity is a party or its
         property is subject and (iv) will not result in any Adverse Claim on
         any Receivable other than pursuant to the Transaction Documents, the
         Related Security or Collection or give cause for the acceleration of
         any indebtedness of the Seller or any other Seller Entity.

                   (c) No Consent Required. No approval, authorization or other
         action by, or filings with, any Governmental Authority or other Person
         is required in connection with the execution, delivery and performance
         by the Seller or any Seller Entity of any Transaction Document to which
         it is a party or any transaction contemplated thereby.

                   (d) Binding Effect. Each Transaction Document to which the
         Seller or any Seller Entity is a party constitutes the legal, valid and
         binding obligation of such Person enforceable against that Person in
         accordance with its terms, except as limited by bankruptcy, insolvency,
         or other similar laws of general application relating to or affecting
         the enforcement of creditors' rights generally and subject to general
         principles of equity.

                   (e) Perfection of Ownership Interest. Immediately preceding
         its sale of Receivables to the Seller, an Originator was the owner of,
         had good title to, and effectively sold, such Receivables to the
         Seller, free and clear of any Adverse Claim. The Seller owns and has
         good title to the Receivables free of any Adverse Claim other than the
         interests of the Purchasers (through the Agent) therein that are
         created hereby, and each Purchaser shall at all times have a valid and
         continuing undivided percentage ownership interest, which shall be a
         first priority perfected security interest for purposes of Article 9 of
         the applicable Uniform Commercial Code enforceable as such against
         creditors of and purchasers from the Seller, in the Receivables and
         Collections to the extent of its Purchase Interest then in effect.
         Other than the ownership or security interest granted to the Agent
         pursuant to this Agreement, the Seller has not pledged, assigned, sold
         or granted a security interest in, or otherwise conveyed, the
         Receivables or the Collections. The Seller has not authorized the
         filing of and is not aware of any financing statements against the
         Seller that include a description of collateral covering the
         Receivables or the Collections other than any financing statement
         relating to the security interest granted to the Agent hereunder. The
         Seller has caused or will have caused, within ten days after the date
         hereof, the filing of all appropriate financing statements in the
         proper filing office in the appropriate jurisdictions under the
         applicable law in order to perfect the conveyance of Receivables by
         Seller hereunder.

                                      -14-
<PAGE>

                   (f) Accuracy of Information. The information furnished by the
         Seller, any Seller Entity or any Affiliate of any such Person to the
         Agent or any Purchaser in connection with any Transaction Document, or
         any transaction contemplated thereby, taken as a whole, is true and
         accurate in all material respects (and is not incomplete by omitting
         any information necessary to prevent such information from being
         materially misleading).

                   (g) No Actions, Suits. Except for such proceedings as are
         described in the Initial Collection Agent's most recent Quarterly
         Report on Form 10-Q filed with the Securities Exchange Commission,
         there are no actions, suits or other proceedings (including matters
         relating to environmental liability) pending or threatened against or
         affecting the Seller, any Seller Entity or any Subsidiary, or any of
         their respective properties, that (i) have a reasonable likelihood of
         an adverse outcome and, if adversely determined (individually or in the
         aggregate), can reasonably be expected to have a material adverse
         effect on the financial condition of the Seller or the Parent and its
         Subsidiaries, taken as a whole, or on the collectibility of a material
         portion of the Receivables or (ii) involve any Transaction Document or
         any transaction contemplated thereby. None of the Seller, any Seller
         Entity or any Subsidiary is in default of any contractual obligation or
         in violation of any order, rule or regulation of any Governmental
         Authority, which default or violation is reasonably likely to have a
         material adverse effect upon (i) the financial condition of the Seller,
         the Seller Entities and the Subsidiaries taken as a whole or (ii) the
         collectibility of a material portion of the Receivables.

                   (h) No Material Adverse Change. There has been no material
         adverse change since December 31, 2000 in the collectibility of a
         material portion of the Receivables or the (i) financial condition,
         business, operations or prospects of the Seller or of the Parent and
         its Subsidiaries, taken as a whole, or (ii) ability of the Seller or
         any Seller Entity to perform its obligations under any Transaction
         Document.

                   (i) Accuracy of Exhibits; Lock-Box Arrangements. All
         information on Exhibits D-F (listing offices and names of the Seller
         and the Originators and where they maintain Records; the Subsidiaries;
         and Lock Boxes) is true and complete in all material respects, subject
         to any changes permitted by, and notified to the Agent in accordance
         with, Article V. None of the Seller's or Originators' locations
         (including without limitation their respective chief executive offices
         and principal places of business) has changed within the past 12 months
         (or such shorter period as the Seller has been in existence). Neither
         the Seller nor any Originator has used any corporate, fictitious or
         trade name other than a name set forth of Exhibit D. Exhibit D lists
         the federal employer identification numbers of the Seller and the
         Originators. The Seller has delivered (or will deliver within 30 days
         after the effective date of this Agreement) a copy of all Lock-Box
         Agreements to the Agent. The Seller has not granted any interest in any
         Lock-Box or Lock-Box Account to any Person other than the Agent and,
         upon delivery to a Lock-Box Bank of the related Lock-Box Letter, the
         Agent will have exclusive ownership and control of the Lock-Box Account
         at such Lock-Box Bank.

                                      -15-
<PAGE>

                   (j) Sales by the Originators. Each sale by the Originators to
         the Seller of an interest in Receivables and their Collections has been
         made in accordance with the terms of the Purchase Agreement, including
         the payment by the Seller to the Originators of the purchase price
         described in the Purchase Agreement. Each such sale has been made for
         "reasonably equivalent value" (as such term is used in Section 548 of
         the Bankruptcy Code) and not for or on account of "antecedent debt" (as
         such term is used in Section 547 of the Bankruptcy Code) owed by the
         Originators to the Seller.

                   (k) Eligible Receivables. Each Receivable listed on the
         Periodic Report as part of the Eligible Receivables Balance was an
         Eligible Receivable as of the date of such Periodic Report.


                                    ARTICLE V
                                    COVENANTS

         Section 5.1. Covenants of the Seller. The Seller hereby covenants and
agrees to comply with the following covenants and agreements, unless the Agent
(with the consent of the Instructing Group) shall otherwise consent:

         (a) Financial Reporting. The Seller will maintain a system of
accounting established and administered in accordance with GAAP and will furnish
to the Agent and each Purchaser:

                   (i) Annual Financial Statements. Within 90 days after each
         fiscal year of the Parent, a copy of Parent's annual audited financial
         statements (including a consolidated balance sheet, consolidated
         statement of income and retained earnings and statement of cash flows,
         with related footnotes) certified by Arthur Andersen LLP or other
         independent certified public accountants of national standing and
         prepared on a consolidated basis in conformity with GAAP;

                  (ii) Quarterly Financial Statements. Within 45 days after each
         (except the last) fiscal quarter of each fiscal year of the Parent,
         copies of its unaudited financial statements (including at least a
         consolidated balance sheet as of the close of such quarter and
         statements of income and cash flows for the period from the beginning
         of the fiscal year to the close of such quarter) certified by a
         Designated Financial Officer and prepared in a manner consistent with
         the financial statements described in part (A) of clause (i) of this
         Section 5.l(a);

                 (iii) Officer's  Certificate. Each time financial statements
         are furnished pursuant to clause (i) or (ii) of this Section 5.1(a),
         a compliance certificate (in substantially the form of Exhibit G)
         signed by a Designated Financial Officer, dated the date of such
         financial statements;

                  (iv) Public Reports. Promptly upon becoming  available, a
         copy of each report or proxy statement filed by the Parent with the
         Securities Exchange Commission or any securities exchange; and

                                      -16-
<PAGE>

                   (v) Other Information. With reasonable promptness, such other
         information (including non-financial information) as may be reasonably
         requested by the Agent or any Purchaser (with a copy of such request to
         the Agent).

         (b) Notices. Immediately upon becoming aware of any of the following
the Seller will notify the Agent and provide a description of:

                   (i) Potential Termination Events. The occurrence of any
         Potential Termination Event;

                   (ii) Representations and Warranties. The failure of any
         representation or warranty herein to be true (when made or at any time
         thereafter) in any material respect;

                   (iii) Downgrading. The downgrading, withdrawal or suspension
         of any rating by any rating agency of any indebtedness of any Seller
         Entity;

                   (iv) Litigation. The institution of any litigation,
         arbitration proceeding or governmental proceeding reasonably likely to
         be material to any Seller Entity or the collectibility or quality of a
         material portion of the Receivables;

                   (v) Judgments. The entry of any judgment, award or decree
         against any Seller Entity if the aggregate amount of all unsatisfied
         and unstayed judgments then outstanding against the Seller, the Seller
         Entities and the Subsidiaries exceeds $1,000,000 or the entry of a
         judgment, award or decree against the Seller; or

                   (vi) Changes in Business. Any change in the character of any
         Seller Entity's business that is reasonably expected to impair the
         collectibility or quality of any material portion of the Receivables.

If the Agent receives such a notice, the Agent shall promptly give notice
thereof to each Purchaser.

         (c) Conduct of Business. The Seller will perform all actions necessary
to remain duly incorporated, validly existing and in good standing in its
jurisdiction of incorporation and to maintain all requisite authority to conduct
its business in each jurisdiction in which it conducts business.

         (d) Compliance with Laws. The Seller will comply with all laws,
regulations, judgments and other directions or orders imposed by any
Governmental Authority to which such Person or any Receivable, any Related
Security or Collection may be subject, except to the extent non-compliance will
not have a material adverse effect on (i) the collectibility of the Receivables,
or (ii) the financial condition, business or operations of Parent and its
Subsidiaries, taken as a whole.

         (e) Furnishing Information and Inspection of Records. The Seller will
furnish to the Agent and the Purchasers such information concerning the
Receivables and the Related Security

                                      -17-
<PAGE>

as the Agent or a Purchaser may reasonably request. The Seller will, and will
cause the Originators to, permit, at any time during regular business hours,
upon reasonable advance notice, the Agent or any Purchaser (or any
representatives thereof) (i) to examine and make copies of all Records, (ii) to
visit the offices and properties of the Seller and the Originators for the
purpose of examining the Records and (iii) to discuss matters relating hereto
with any of the Seller's or the Originators' officers, directors, employees or
independent public accountants having knowledge of such matters. Once during
each calendar year or at any time after the occurrence and during the
continuation of a Termination Event or a Potential Termination Event relating to
a Termination Event described in clause (f) of the definition thereof, the Agent
may (at the expense of the Seller) have an independent public accounting firm
conduct an audit of the Records or make test verifications of the Receivables
and Collections.

         (f) Keeping Records. (i) The Seller will, and will cause the
Originators to, have and maintain (A) administrative and operating procedures
(including an ability to recreate Records if originals are destroyed), (B)
adequate facilities, personnel and equipment and (C) all Records and other
information necessary or advisable for collecting the Receivables (including
Records adequate to permit the immediate identification of each new Receivable
and all Collections of, and adjustments to, each existing Receivable). The
Seller will give the Agent prior notice of any material change in such
administrative and operating procedures.

                (ii) The Seller will, (A) at all times from and after the date
hereof, clearly and conspicuously mark its computer and master data processing
books and records with a legend describing the Agent's and the Purchasers'
interest in the Receivables and the Collections and (B) upon the request of the
Agent after a Termination Event, so mark each contract relating to a Receivable
and deliver to the Agent all such contracts (including all multiple originals of
such contracts), with any appropriate endorsement or assignment, or segregate
(from all other receivables then owned or being serviced by the Seller) the
Receivables and all contracts relating to each Receivable and hold in trust and
safely keep such contracts so legended in separate filing cabinets or other
suitable containers at such locations as the Agent may specify.

         (g) Perfection. (i) The Seller will, and will cause each Originator to,
at its expense, promptly execute and deliver all instruments and documents and
take all action necessary or reasonably requested by the Agent (including the
execution and filing of financing or continuation statements, amendments thereto
or assignments thereof) to enable the Agent to exercise and enforce all its
rights hereunder and to vest and maintain vested in the Agent a valid, first
priority perfected security interest in the Receivables, the Collections, the
Related Security, the Purchase Agreement, the Lock-Box Accounts and proceeds
thereof free and clear of any Adverse Claim (other than the Seller's interest
therein). The Agent will be permitted to sign and file any continuation
statements, amendments thereto and assignments thereof without the Seller's
signature.

                (ii) The Seller will, and will cause each Originator to, only
change its name, identity structure or relocate its jurisdiction of organization
or chief executive office or the Records following thirty (30) days advance
written notice to the Agent and the delivery to the Agent of all financing
statements, instruments and other documents (including direction letters)
requested by the Agent.

                                      -18-
<PAGE>

                (iii) Each of the Seller and each Originator (other than the
Canadian Originators) will at all times maintain its chief executive offices and
each Originator will maintain its jurisdiction of organization within a
jurisdiction in the USA in which Article 9 of the UCC is in effect. The Canadian
Originators will maintain their jurisdictions of organization and chief
executive offices in the Province of Canada in which they are currently located.
If the Seller or any Originator moves its chief executive office to a location
that imposes Taxes, fees or other charges to perfect the Agent's and the
Purchasers' interests hereunder or the Seller's interests under the Purchase
Agreement, the Seller will pay all such amounts and any other costs and expenses
incurred in order to maintain the enforceability of the Transaction Documents,
the Sold Interest and the interests of the Agent and the Purchasers in the
Receivables, the Related Security, Collections, Purchase Agreement and Lock-Box
Accounts.

         (h) Performance of Duties. The Seller will perform its respective
duties or obligations in accordance with the provisions of each of the
Transaction Documents. The Seller (at its expense) will (i) fully and timely
perform in all material respects all agreements required to be observed by it in
connection with each Receivable, (ii) comply in all material respects with the
Credit and Collection Policy, and (iii) refrain from any action that may
materially impair the rights of the Agent or the Purchasers in the Receivables,
the Related Security, Collections, Purchase Agreement or Lock-Box Accounts.

         (i) Payments on Receivables, Accounts. The Seller will at all times
instruct all Obligors to deliver payments on the Receivables (including Deemed
Collections) to a Lock-Box or Lock-Box Account. If any such payments or other
Collections are received by the Seller or any Originator, it shall hold such
payments in trust for the benefit of the Agent and the Purchasers and promptly
(but in any event within two Business Days after receipt) remit such funds into
a Lock-Box Account. The Seller will cause each Lock-Box Bank to comply with the
terms of each applicable Lock-Box Letter. The Seller will not permit the funds
of any Affiliate to be deposited into any Lock-Box Account. If such funds are
nevertheless deposited into any Lock-Box Account, the Seller will promptly
identify and separate such funds for segregation. The Seller will not commingle
Collections or other funds to which the Agent or any Purchaser is entitled with
any other funds. The Seller shall only add, and shall only permit the
Originators to add, a Lock-Box Bank, Lock-Box, or Lock-Box Account to those
listed on Exhibit E if the Agent has received notice of and has consented to
such addition, a copy of any new Lock-Box Agreement and an executed and
acknowledged copy of a Lock-Box Letter substantially in the form of Exhibit F
(with such changes as are acceptable to the Agent) from any new Lock-Box Bank.
The Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a Lock-Box
Account, upon 30 days advance notice to the Agent.

         (j) Sales and Adverse Claims Relating to Receivables. Except as
otherwise provided herein, the Seller will not (by operation of law or
otherwise) dispose of or otherwise transfer, or create or suffer to exist any
Adverse Claim upon, any Receivable or any proceeds thereof.

         (k) Extension or Amendment of Receivables. Except as otherwise
permitted in Section 3.2(b) and then subject to Section 1.5, the Seller will not
extend, amend, rescind or cancel any Receivable.

                                      -19-
<PAGE>

         (l) Change in Business or Credit and Collection Policy. The Seller will
not make any material change in the character of its business and will not make
any material adverse change to the Credit and Collection Policy.

         (m) Certain Agreements. The Seller will not amend, modify, waive,
revoke or terminate any Transaction Document to which it is a party or any
provision of Seller's certificate of incorporation or by laws.

         (n) Other Business. The Seller will not: (i) engage in any business
other than the transactions contemplated by the Transaction Documents, (ii)
create, incur or permit to exist any Debt of any kind (or cause or permit to be
issued for its account any letters of credit or bankers' acceptances) other than
pursuant to this Agreement or the Subordinated Notes, or (iii) form any
Subsidiary or make any investments in any other Person; provided, however, that
the Seller shall be permitted to incur minimal obligations to the extent
necessary for the day-to-day operations of the Seller (such as expenses for
stationery, audits, maintenance of legal status, etc.).

         (o) Nonconsolidation. The Seller will operate in such a manner that the
separate corporate existence of the Seller and each Seller Entity and Affiliate
thereof would not be disregarded in the event of the bankruptcy or insolvency of
any Seller Entity and Affiliate thereof and, without limiting the generality of
the foregoing:

                   (i) the Seller will not engage in any activity other than
         those activities expressly permitted under the Seller's organizational
         documents and the Transaction Documents, nor will the Seller enter into
         any agreement other than this Agreement, the other Transaction
         Documents to which it is a party and, with the prior written consent of
         the Agent, any other agreement necessary to carry out more effectively
         the provisions and purposes hereof or thereof;

                  (ii) the Seller will maintain a business office separate from
         that of each of the Seller Entities and the Affiliates thereof (which
         office may be located within the physical premises of the Parent
         pursuant to an arms' length agreement);

                 (iii) the Seller will cause the financial statements and books
         and records of the Seller to reflect the separate corporate existence
         of the Seller;

                  (iv) the Seller will not, except as otherwise expressly
         permitted hereunder, under the other Transaction Documents and under
         the Seller's organizational documents, authorize any Seller Entity or
         Affiliate thereof to (A) pay the Seller's expenses, (B) guarantee the
         Seller's obligations, or (C) advance funds to the Seller for the
         payment of expenses or otherwise except that Parent may make
         contributions to the capital of Seller; and

                   (v) the Seller will not act as agent for any Seller Entity or
         Affiliate, but instead will present itself to the public as a
         corporation separate from each such Person and independently engaged in
         the business of purchasing and financing Receivables.

                                      -20-
<PAGE>

         (p) Mergers, Consolidations and Acquisitions. The Seller will not merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or substantially all of the assets
of any other Person (whether directly by purchase, lease or other acquisition of
all or substantially all of the assets of such Person or indirectly by purchase
or other acquisition of all or substantially all of the capital stock of such
other Person) other than the acquisition of the Receivables and Related Security
pursuant to the Purchase Agreement.

         (q) Payments on Subordinated Notes. Subject to the provisions of
Section 9 of each Subordinated Note, the Seller may make payments on the
Subordinated Notes at any time from Collections not comprising part of the Sold
Interest in Collections. Subject to the provisions of Section 9 of the
Subordinated Notes, the Seller may make payments on the Subordinated Notes from
Collections comprising part of the Sold Interest in Collections, but only after
paying (i) all amounts due to the Agent and Purchasers hereunder on or prior to
the immediately succeeding Settlement Date, if such payments on the Subordinated
Notes are to be made prior to the occurrence of a Termination Event (or
Potential Termination Event described in clause (b) or (e) of the definition of
Termination Event), or, (ii) after paying all amounts owing (whether or not due)
to the Agent and the Purchasers hereunder if such payments on the Subordinated
Notes are to be made after the occurrence of a Termination Event (or after the
occurrence of a Potential Termination Event described in clause (b) or (e) of
the definition of Termination Event.

         (r) Credit and Collection Policy. On or prior to April 21, 2002, the
Seller shall deliver to the Agent written credit and collection policies and
practices with respect to the Receivables in form and substance reasonably
satisfactory to the Agent.


                                   ARTICLE VI
                                 INDEMNIFICATION

         Section 6.1. Indemnities by the Seller. Without limiting any other
rights any Person may have hereunder or under applicable law, the Seller hereby
indemnifies and holds harmless, on an after-Tax basis, the Agent and each
Purchaser and their respective officers, directors, agents and employees (each
an "Indemnified Party") from and against any and all damages, losses, claims,
liabilities, penalties, Taxes, costs and expenses (including attorneys' fees and
court costs) (all of the foregoing collectively, the "Indemnified Losses") at
any time imposed on or incurred by any Indemnified Party arising out of or
otherwise relating to any Transaction Document, the transactions contemplated
thereby or any action taken or omitted by any of the Indemnified Parties
(including any action taken by the Agent as attorney-in-fact for the Seller
pursuant to Section 3.5(b)), whether arising by reason of the acts to be
performed by the Seller hereunder or otherwise, excluding only Indemnified
Losses to the extent (a) a final judgment of a court of competent jurisdiction
holds such Indemnified Losses resulted from gross negligence or willful
misconduct of the Indemnified Party seeking indemnification, (b) due to the
credit risk of the Obligor and for which reimbursement would constitute recourse
to the Seller or the Collection Agent for uncollectible Receivables, or (c) such
Indemnified Losses include Taxes on, or measured by, the overall net income of
the Agent or any Purchaser computed in accordance with the Intended Tax
Characterization. Without limiting the foregoing indemnification, but subject

                                      -21-
<PAGE>

to the limitations set forth in clauses (a), (b) and (c) of the previous
sentence, the Seller shall indemnify each Indemnified Party for Indemnified
Losses relating to or resulting from:

                   (i) any representation or warranty made by the Seller (or any
         employee or agent of the Seller) under or in connection with this
         Agreement, any Periodic Report or any other information or report
         delivered by the Seller, any Seller Entity or the Collection Agent
         pursuant hereto, which shall have been false or incorrect in any
         material respect when made or deemed made;

                  (ii) the failure by the Seller to comply with any applicable
         law, rule or regulation related to any Receivable, or the nonconformity
         of any Receivable with any such applicable law, rule or regulation or
         the failure by the Seller to satisfy any of its obligations under any
         Transaction Document;

                 (iii) the failure of the Seller to vest and maintain vested in
         the Agent, for the benefit of the Purchasers, a perfected ownership or
         security interest in the Sold Interest and the property conveyed
         pursuant to Section 1.1 and Section 1.8, free and clear of any Adverse
         Claim;

                  (iv) any commingling of funds to which the Agent or any
         Purchaser is entitled hereunder with any other funds;

                   (v) any failure of a Lock-Box Bank to comply with the terms
         of the applicable Lock-Box Letter;

                  (vi) any dispute, claim, offset or defense (other than
         discharge in bankruptcy of the Obligor) of the Obligor to the payment
         of any Receivable, or any other claim resulting from the sale or lease
         of goods or the rendering of services related to such Receivable or the
         furnishing or failure to furnish any such goods or services or other
         similar claim or defense not arising from the financial inability of
         any Obligor to pay undisputed indebtedness;

                 (vii) any failure of the Seller to perform its duties or
         obligations in accordance with the provisions of this Agreement or
         any other Transaction Document to which it is a party;

                (viii) any action taken by the Agent as attorney-in-fact for
         the Seller pursuant to Section 3.5(b); or

                  (ix) any environmental liability claim, products liability
         claim or personal injury or property damage suit or other similar or
         related claim or action of whatever sort, arising out of or in
         connection with any Receivable or any other suit, claim or action of
         whatever sort relating to any of the Transaction Documents.

         Section 6.2. Increased Cost and Reduced Return. If the adoption after
the date hereof of any applicable law, rule or regulation, or any change therein
after the date hereof, or any change

                                      -22-
<PAGE>

after the date hereof in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance by any Windmill Funding Source, the Agent or any
Purchaser (collectively, the "Funding Parties") with any request or directive
(whether or not having the force of law) issued after the date hereof of any
such Governmental Authority (a "Regulatory Change") (a) subjects any Funding
Party to any additional charge or withholding on or in connection with a Funding
Agreement or this Agreement (collectively, the "Funding Documents") or any
Receivable, (b) changes the basis of taxation of payments to any of the Funding
Parties of any amounts payable under any of the Funding Documents, other than
any Taxes imposed on or measured by the net income of the Funding Party, (c)
imposes, modifies or deems applicable any reserve, assessment, insurance charge,
special deposit or similar requirement against assets of, deposits with or for
the account of, or any credit extended by, any of the Funding Parties, (d) has
the effect of reducing the rate of return on such Funding Party's capital to a
level below that which such Funding Party could have achieved but for such
adoption, change or compliance (taking into consideration such Funding Party's
policies concerning capital adequacy) or (e) imposes any other condition, and
the result of any of the foregoing is (x) to impose a cost on, or increase the
cost to, any Funding Party of its commitment under any Funding Document or of
purchasing, maintaining or funding any interest acquired under any Funding
Document, (y) to reduce the amount of any sum received or receivable by, or to
reduce the rate of return of, any Funding Party under any Funding Document or
(z) to require any payment calculated by reference to the amount of interests
held or amounts received by it hereunder, then, upon demand by the Agent, the
Seller shall pay to the Agent for the account of the Person such additional
amounts as will compensate the Agent or such Purchaser (or, in the case of
Windmill, will enable Windmill to compensate any Windmill Funding Source) for
such increased cost or reduction. Notwithstanding the foregoing, the Seller
shall only be obligated to a Windmill Funding Source under this Section to the
extent Windmill is obligated to reimburse the Windmill Funding Source for the
applicable amount (it being understood that any limitations on recourse to
Windmill for such amounts do not limit Windmill's obligations for purposes of
this Section) pursuant to the terms of a Funding Agreement.

         Section 6.3. Other Costs and Expenses. The Seller shall pay to the
Agent on demand all reasonable costs and expenses in connection with (a) the
preparation, execution, delivery and administration (including amendments of any
provision) of the Transaction Documents, (b) the sale of the Sold Interest, (c)
the perfection of the Agent's rights in the Receivables and Collections, (d) the
enforcement by the Agent or the Purchasers of the obligations of the Seller
under the Transaction Documents or of any Obligor under a Receivable and (e) the
maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts, including
fees, costs and expenses of legal counsel for the Agent relating to any of the
foregoing or, to advising the Agent and any Purchaser about its rights and
remedies under any Transaction Document and all costs and expenses (including
counsel fees and expenses) of the Agent and each Purchaser in connection with
the enforcement of the Transaction Documents and in connection with the
administration of the Transaction Documents following a Termination Event. The
Seller shall reimburse the Agent and Windmill for the cost of the Agent's or
Windmill's auditors (which may be employees of such Person) auditing the books,
records and procedures of the Seller, provided however that the Seller shall
only be responsible for the cost of (i) one such audit per calendar year prior
to the occurrence of a

                                      -23-
<PAGE>

Termination Event, and (ii) the costs of all such audits after the occurrence of
a Termination Event. Except as limited above, the Seller shall reimburse
Windmill on demand for all other costs and expenses incurred by Windmill to the
extent attributable to implementing the Transaction Documents or the
transactions contemplated thereby, including the cost of the Rating Agencies
confirming that the execution, delivery, and performance of the Transaction
Documents will not adversely affect the Ratings.

         Section 6.4. Withholding Taxes. (a) All payments made by the Seller
hereunder shall be made without withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient) imposed by
the United States or Canada or any political subdivision or taxing authority
thereof. If any such withholding is so required, the Seller shall make the
withholding, pay the amount withheld to the appropriate authority before
penalties attach thereto or interest accrues thereon and pay such additional
amount as may be necessary to ensure that the net amount actually received by
each Purchaser and the Agent free and clear of such taxes (including such taxes
on such additional amount) is equal to the amount that Purchaser or the Agent
(as the case may be) would have received had such withholding not been made;
provided, however, that no such additional amounts shall be payable in respect
of (i) any Taxes imposed on the net income of the Agent or Purchaser or
franchise taxes imposed on the Agent or Purchaser by the jurisdiction under
which the laws of which the Agent or Purchaser is organized or has its principal
place of business or where it purchased its Purchase Interest or (ii) any Taxes
imposed by reason of the Agent's or Purchaser's failure to comply with the
provisions of Section 6.4(b). If the Seller pays any such taxes, penalties or
interest, it shall deliver official tax receipts evidencing that payment or
certified copies thereof to the Purchaser or Agent on whose account such
withholding was made (with a copy to the Agent if not the recipient of the
original) promptly after the Seller's receipt thereof.

         (b) (i) Before the first date on which any amount is payable hereunder
for the account of any Purchaser not incorporated under the laws of the USA such
Purchaser shall deliver to the Seller and the Agent each two (2) duly executed
and completed originals of United States Internal Revenue Service Form W-8BEN or
W-8ECI (or successor applicable form) certifying that such Purchaser is entitled
to receive payments hereunder without deduction or withholding of any United
States federal income taxes. Each such Purchaser shall replace or update such
forms when necessary to maintain any applicable exemption and as requested by
the Agent or the Seller. Before the first date on which any amount is payable
hereunder for the account of any Purchaser incorporated under the laws of the
USA such Purchaser shall deliver to the Seller and the Agent each two (2) duly
executed and completed originals of United States Internal Revenue Service Form
W-9 (or successor applicable form) certifying that such Purchaser is entitled to
receive payments hereunder without deduction or withholding of any United States
federal income taxes. Each such Purchaser shall replace or update such forms
when necessary to maintain any applicable exemption and as requested by the
Agent or the Seller.

        (ii) The Purchaser agrees to comply, before the first date on which any
amount is payable hereunder, with any certification, identification,
documentation, reporting or other similar requirement if such compliance is
required by law, regulation, administrative practice or an applicable treaty as
a precondition to exemption from, or reduction in the rate of, deduction or
withholding of any taxes for which the Seller is required to pay additional
amounts pursuant to Section 6.4(a) hereof.

                                      -24-
<PAGE>

         Section 6.5. Payments and Allocations. If any Person seeks compensation
pursuant to this Article VI, such Person shall deliver to the Seller and the
Agent a certificate setting forth the amount due to such Person, a description
of the circumstance giving rise thereto and the basis of the calculations of
such amount. Absent error, the Seller shall pay to the Agent (for the account of
such Person) the amount shown as due on any such certificate within 10 Business
Days after receipt of the notice.


                                   ARTICLE VII
                              CONDITIONS PRECEDENT

         Section 7.1. Conditions to Closing. This Agreement shall become
effective on the first date all conditions in this Section 7.1 are satisfied. On
or before such date, the Seller shall deliver to the Agent the following
documents in form, substance and quantity acceptable to the Agent:

                   (a) A certificate of the Secretary of each of the Seller and
         each Seller Entity certifying (i) the resolutions of the Seller's and
         each Seller Entity'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 the Seller's or any Seller
         Entity's behalf a Transaction Document (on which certificate the Agent
         and each Purchaser may conclusively rely until a revised certificate is
         received), (iii) the Seller's and each Seller Entity's certificate or
         articles of incorporation, certified by the Secretary of State of its
         state of incorporation, (iv) a copy of the Seller's and each Seller
         Entity's by-laws and (v) good standing certificates issued by the
         Secretaries of State of each jurisdiction where the Seller or any
         Seller Entity has material operations.

                   (b) All instruments and other documents required, or deemed
         desirable by the Agent, to perfect the Agent's first priority interest
         in the Receivables, Collections, the Purchase Agreement and the
         Lock-Box Accounts in all appropriate jurisdictions.

                   (c) UCC search reports (and equivalent reports for the
         Canadian Originators) from all jurisdictions the Agent requests.

                   (d) Executed copies of (i) all consents and authorizations
         necessary in connection with the Transaction Documents, (ii) a Periodic
         Report covering the Settlement Period ended November 30, 2001 and (iii)
         each Transaction Document.

                   (e) Favorable opinions of counsel to the Seller and each
         Seller Entity covering such matters as Windmill or the Agent may
         request.

                   (f) Such other approvals, opinions or documents as the
         Agent or Windmill may request.

                   (g) All legal matters related to the Purchase are
         satisfactory to the Purchasers.

                                      -25-
<PAGE>

         Section 7.2. Conditions to Each Purchase. The obligation of each
Committed Purchaser to make any Purchase, and the right of the Seller to request
or accept any Purchase, are subject to the conditions (and each Purchase shall
evidence the Seller's representation and warranty that clauses (a)-(e) of this
Section 7.2 have been satisfied) that on the date of such Purchase before and
after giving effect to the Purchase:

                   (a) no Potential Termination Event (or in the case of a
         Reinvestment Purchase, a Termination Event) shall then exist or shall
         occur as a result of the Purchase;

                   (b) the Liquidity Termination Date has not occurred;

                   (c) after giving effect to the application of the proceeds of
         such Purchase, (x) the outstanding Matured Aggregate Investment would
         not exceed the Aggregate Commitment and (y) the outstanding Aggregate
         Investment would not exceed the Purchase Limit;

                   (d) the representations and warranties of the Seller, the
         Originator and the Collection Agent contained herein or in any other
         Transaction Document are true and correct in all material respects on
         and as of such date (except to the extent such representations and
         warranties relate solely to an earlier date and then are true and
         correct as of such earlier date); and

                   (e) each of the Seller and each Seller Entity is in full
         compliance with the Transaction Documents (including all covenants and
         agreements in Article V).

Nothing in this Section 7.2 limits the obligations of each Committed Purchaser
to Windmill (including the Transfer Agreement).


                                  ARTICLE VIII
                                    THE AGENT

         Section 8.1. Appointment and Authorization. Each Purchaser hereby
irrevocably designates and appoints ABN AMRO Bank N.V. as the "Agent" under the
Transaction Documents and authorizes the Agent to take such actions and to
exercise such powers as are delegated to the Agent thereby and to exercise such
other powers as are reasonably incidental thereto. The Agent shall hold, in its
name, for the benefit of each Purchaser, the Purchase Interest of the Purchaser.
The Agent shall not have any duties other than those expressly set forth in the
Transaction Documents or any fiduciary relationship with any Purchaser, and no
implied obligations or liabilities shall be read into any Transaction Document,
or otherwise exist, against the Agent. The Agent does not assume, nor shall it
be deemed to have assumed, any obligation to, or relationship of trust or agency
with, the Seller. Notwithstanding any provision of this Agreement or any other
Transaction Document, in no event shall the Agent ever be required to take any
action which exposes the Agent to personal liability or which is contrary to the
provision of any Transaction Document or applicable law.

                                      -26-
<PAGE>

         Section 8.2.  Delegation of Duties. The Agent may execute any of its
duties through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

         Section 8.3. Exculpatory Provisions. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable to any Purchaser for
any action taken or omitted (i) with the consent or at the direction of the
Instructing Group or (ii) in the absence of such Person's gross negligence or
willful misconduct. The Agent shall not be responsible to any Purchaser or other
Person for (i) any recitals, representations, warranties or other statements
made by the Seller, any Seller Entity or any of their Affiliates, (ii) the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
any Transaction Document, (iii) any failure of the Seller, any Seller Entity or
any of their Affiliates to perform any obligation or (iv) the satisfaction of
any condition specified in Article VII. The Agent shall not have any obligation
to any Purchaser to ascertain or inquire about the observance or performance of
any agreement contained in any Transaction Document or to inspect the
properties, books or records of the Seller, any Seller Entity or any of their
Affiliates.

         Section 8.4. Reliance by Agent. The Agent shall in all cases be
entitled to rely, and shall be fully protected in relying, upon any document,
other writing or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person and upon advice and
statements of legal counsel (including counsel to the Seller), independent
accountants and other experts selected by the Agent. The Agent shall in all
cases be fully justified in failing or refusing to take any action under any
Transaction Document unless it shall first receive such advice or concurrence of
the Purchasers, and assurance of its indemnification, as it deems appropriate.

         Section 8.5. Assumed Payments. Unless the Agent shall have received
notice from the applicable Purchaser before the date of any Incremental Purchase
that such Purchaser will not make available to the Agent the amount it is
scheduled to remit as part of such Incremental Purchase, the Agent may assume
such Purchaser has made such amount available to the Agent when due (an "Assumed
Payment") and, in reliance upon such assumption, the Agent may (but shall have
no obligation to) make available such amount to the appropriate Person. If and
to the extent that any Purchaser shall not have made its Assumed Payment
available to the Agent, such Purchaser and the Seller hereby agrees to pay the
Agent forthwith on demand such unpaid portion of such Assumed Payment up to the
amount of funds actually paid by the Agent, together with interest thereon for
each day from the date of such payment by the Agent until the date the requisite
amount is repaid to the Agent, at a rate per annum equal to the Federal Funds
Rate plus 2%.

         Section 8.6. Notice of Termination Events. The Agent shall not be
deemed to have knowledge or notice of the occurrence of any Potential
Termination Event unless the Agent has received notice from any Purchaser or the
Seller stating that a Potential Termination Event has occurred hereunder and
describing such Potential Termination Event. The Agent shall take such action
concerning a Potential Termination Event as may be directed by the Instructing
Group (or, if required for such action, all of the Purchasers), but until the
Agent receives such directions the

                                      -27-
<PAGE>

Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, as the Agent deems advisable and in the best interests of
the Purchasers.

         Section 8.7. Non-Reliance on Agent and Other Purchasers. Each Purchaser
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereafter
taken, including any review of the affairs of the Seller or any Seller Entity,
shall be deemed to constitute any representation or warranty by the Agent. Each
Purchaser represents and warrants to the Agent that, independently and without
reliance upon the Agent or any other Purchaser and based on such documents and
information as it has deemed appropriate, it has made and will continue to make
its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Seller,
the Seller Entities, and the Receivables and its own decision to enter into this
Agreement and to take, or omit, action under any Transaction Document. The Agent
shall deliver each month to any Purchaser that so requests a copy of the
Periodic Report(s) received covering the preceding Settlement Period. Except for
items specifically required to be delivered hereunder, the Agent shall not have
any duty or responsibility to provide any Purchaser with any information
concerning the Seller, any Seller Entity or any of their Affiliates that comes
into the possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

         Section 8.8. Agent and Affiliates. The Agent and its Affiliates may
extend credit to, accept deposits from and generally engage in any kind of
business with the Seller, any Seller Entity or any of their Affiliates and, in
its role as a Committed Purchaser, ABN AMRO may exercise or refrain from
exercising its rights and powers as if it were not the Agent. The parties
acknowledge that ABN AMRO acts as agent for Windmill and subagent for Windmill's
management company in various capacities, as well as providing credit facilities
and other support for Windmill not contained in the Transaction Documents.

         Section 8.9. Indemnification. Each Committed Purchaser shall indemnify
and hold harmless the Agent and its officers, directors, employees,
representatives and agents (to the extent not reimbursed by the Seller or any
Seller Entity and without limiting the obligation of the Seller or any Seller
Entity to do so), ratably in accordance with its Ratable Share from and against
any and all liabilities, obligations, losses, damages, penalties, judgments,
settlements, costs, expenses and disbursements of any kind whatsoever (including
in connection with any investigative or threatened proceeding, whether or not
the Agent or such Person shall be designated a party thereto) that may at any
time be imposed on, incurred by or asserted against the Agent or such Person as
a result of, or related to, any of the transactions contemplated by the
Transaction Documents or the execution, delivery or performance of the
Transaction Documents or any other document furnished in connection therewith
(but excluding any such liabilities, obligations, losses, damages, penalties,
judgments, settlements, costs, expenses or disbursements resulting solely from
the gross negligence or willful misconduct of the Agent or such Person as
finally determined by a court of competent jurisdiction).

        Section 8.10. Successor Agent. The Agent may, upon at least five (5)
days notice to the Seller and each Purchaser, resign as Agent. Such resignation
shall not become effective until a successor agent is appointed by an
Instructing Group and has accepted such appointment. Upon

                                      -28-
<PAGE>

such acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall succeed to and become vested with all the rights and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under the Transaction Documents. After any retiring
Agent's resignation hereunder, the provisions of Article VI and this Article
VIII shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Agent.


                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 9.1. Termination. Windmill shall cease to be a party hereto
when the Windmill Termination Date has occurred, Windmill holds no Investment
and all amounts payable to it hereunder have been indefeasibly paid in full.
This Agreement shall terminate following the Liquidity Termination Date when no
Investment is held by a Purchaser and all other amounts payable hereunder have
been indefeasibly paid in full, but the rights and remedies of the Agent and
each Purchaser under Article VI and Section 8.9 shall survive such termination.

         Section 9.2. Notices. Unless otherwise specified, all notices and other
communications hereunder shall be in writing (including by telecopier or other
facsimile communication), given to the appropriate Person at its address or
telecopy number set forth on the signature pages hereof or at such other address
or telecopy number as such Person may specify, and effective when received at
the address specified by such Person. Each party hereto, however, authorizes the
Agent to act on telephone notices of Purchases and Discount Rate and Tranche
Period selections from any person the Agent in good faith believes to be acting
on behalf of the relevant party and, at the Agent's option, to tape record any
such telephone conversation. Each party hereto agrees to deliver promptly a
confirmation of each telephone notice given or received by such party (signed by
an authorized officer of such party), but the absence of such confirmation shall
not affect the validity of the telephone notice. The number of days for any
advance notice required hereunder may be waived (orally or in writing) by the
Person receiving such notice.

         Section 9.3. Payments and Computations. Notwithstanding anything herein
to the contrary, any amounts to be paid or transferred by the Seller or the
Collection Agent to, or for the benefit of, any Purchaser or any other Person
shall be paid or transferred to the Agent (for the benefit of such Purchaser or
other Person). The Agent shall promptly (and, if reasonably practicable, on the
day it receives such amounts) forward each such amount to the Person entitled
thereto and such Person shall apply the amount in accordance herewith. All
amounts to be paid or deposited hereunder shall be paid or transferred on the
day when due in immediately available Dollars (and, if due from the Seller or
Collection Agent, by 11:00 a.m. (Chicago time), with amounts received after such
time being deemed paid on the Business Day following such receipt). The Seller
hereby authorizes the Agent to debit the Seller Account for application to any
amounts owed by the Seller hereunder. The Seller shall, to the extent permitted
by law, pay to the Agent upon demand, for the account of the applicable Person,
interest on all amounts not paid or transferred by the Seller or the Collection
Agent when due hereunder at a rate equal to the Prime Rate plus 2%, calculated
from the date any such amount became due until the date paid in full. Any
payment or other transfer of funds scheduled to be made on a day that is not a
Business

                                      -29-
<PAGE>

Day shall be made on the next Business Day, and any Discount Rate or interest
rate accruing on such amount to be paid or transferred shall continue to accrue
to such next Business Day. All computations of interest, fees, Discount and
Funding Charges shall be calculated for the actual days elapsed based on a 360
day year.

         Section 9.4. Sharing of Recoveries. Each Purchaser agrees that if it
receives any recovery, through set-off, judicial action or otherwise, on any
amount payable or recoverable hereunder in a greater proportion than should have
been received hereunder or otherwise inconsistent with the provisions hereof,
then the recipient of such recovery shall purchase for cash an interest in
amounts owing to the other Purchasers (as return of Investment or otherwise),
without representation or warranty except for the representation and warranty
that such interest is being sold by each such other Purchaser free and clear of
any Adverse Claim created or granted by such other Purchaser, in the amount
necessary to create proportional participation by the Purchasers in such
recovery (as if such recovery were distributed pursuant to Section 2.3). If all
or any portion of such amount is thereafter recovered from the recipient, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

         Section 9.5. Right of Setoff. During a Termination Event, each
Purchaser is hereby authorized (in addition to any other rights it may have) to
setoff, appropriate and apply (without presentment, demand, protest or other
notice which are hereby expressly waived) any deposits and any other
indebtedness held or owing by such Purchaser (including by any branches or
agencies of such Purchaser) to, or for the account of, the Seller against
amounts owing by the Seller hereunder (even if contingent or unmatured).

         Section 9.6. Amendments. Except as otherwise expressly provided herein,
no amendment or waiver hereof shall be effective unless signed by the Seller and
the Instructing Group. In addition, no amendment of any Transaction Document
shall, without the consent of (a) all the Committed Purchasers, (i) extend the
Liquidity Termination Date or the date of any payment or transfer of Collections
by the Seller to the Collection Agent or by the Collection Agent to the Agent,
(ii) reduce the rate or extend the time of payment of Discount for any
Eurodollar Tranche or Prime Tranche, (iii) reduce or extend the time of payment
of any fee payable to the Committed Purchasers, (iv) except as provided herein,
release, transfer or modify any Committed Purchaser's Purchase Interest or
change any Commitment, (v) amend the definition of Required Committed
Purchasers, Instructing Group, Termination Event or Section 1.1, 1.2, 1.5, 2.1,
2.2, 2.3, 7.2 or 9.6, Article VI, or any provision of the Limited Guaranty, (vi)
consent to the assignment or transfer by the Seller or the Originators of any
interest in the Receivables other than transfers under the Transaction Documents
or permit any Seller Entity to transfer any of its obligations under any
Transaction Document except as expressly contemplated by the terms of the
Transaction Documents, or (vii) amend any defined term relevant to the
restrictions in clauses (i) through (vi) in a manner which would circumvent the
intention of such restrictions or (b) the Agent, amend any provision hereof if
the effect thereof is to affect the indemnities to, or the rights or duties of,
the Agent or to reduce any fee payable for the Agent's own account.
Notwithstanding the foregoing, the amount of any fee or other payment due and
payable from the Seller to the Agent (for its own account) or Windmill may be
changed or otherwise adjusted solely with the consent of the Seller and the
party to which

                                      -30-
<PAGE>

such payment is payable. Any amendment hereof shall apply to each Purchaser
equally and shall be binding upon the Seller, the Purchasers and the Agent.

         Section 9.7. Waivers. No failure or delay of the Agent or any Purchaser
in exercising any power, right, privilege or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right, privilege or remedy preclude any other or further exercise thereof or the
exercise of any other power, right, privilege or remedy. Any waiver hereof shall
be effective only in the specific instance and for the specific purpose for
which such waiver was given. After any waiver, the Seller, the Purchasers and
the Agent shall be restored to their former position and rights and any
Potential Termination Event waived shall be deemed to be cured and not
continuing, but no such waiver shall extend to (or impair any right consequent
upon) any subsequent or other Potential Termination Event. Any additional
Discount that has accrued after a Termination Event before the execution of a
waiver thereof, solely as a result of the occurrence of such Termination Event,
may be waived by the Agent at the direction of the Purchaser entitled thereto
or, in the case of Discount owing to the Committed Purchasers, of the Required
Committed Purchasers.

         Section 9.8. Successors and Assigns; Participations; Assignments.

         (a) Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns. Except as otherwise provided herein, the Seller may not assign or
transfer any of its rights or delegate any of its duties without the prior
consent of the Agent and the Purchasers.

         (b) Participations. Any Purchaser may sell to one or more Persons (each
a "Participant") participating interests in the interests of such Purchaser
hereunder and under the Transfer Agreement. Such Purchaser shall remain solely
responsible for performing its obligations hereunder, and the Seller and the
Agent shall continue to deal solely and directly with such Purchaser in
connection with such Purchaser's rights and obligations hereunder and under the
Transfer Agreement. Each Participant shall be entitled to the benefits of
Article VI and shall have the right of setoff through its participation in
amounts owing hereunder and under the Transfer Agreement to the same extent as
if it were a Purchaser hereunder and under the Transfer Agreement, which right
of setoff is subject to such Participant's obligation to share with the
Purchasers as provided in Section 9.4. A Purchaser shall not agree with a
Participant to restrict such Purchaser's right to agree to any amendment hereto
or to the Transfer Agreement, except amendments described in clause (a) of
Section 9.6.

         (c) Assignments by Committed Purchasers. Any Committed Purchaser may
assign to one or more financial institutions ("Purchasing Committed
Purchasers"), acceptable to the Agent in its sole discretion, any portion of its
Commitment as a Committed Purchaser hereunder and under the Transfer Agreement
and Purchase Interest pursuant to a supplement hereto and to the Transfer
Agreement (a "Transfer Supplement") in form satisfactory to the Agent executed
by each such Purchasing Committed Purchaser, such selling Committed Purchaser
and the Agent. Prior to the occurrence of a Termination Event, any such
assignment shall require the prior written consent of the Seller which shall not
be unreasonably withheld. Any such assignment by a Committed Purchaser must be
for an amount of at least Five Million Dollars. Each Purchasing

                                      -31-
<PAGE>

Committed Purchaser shall pay a fee of Three Thousand Dollars to the Agent. Any
partial assignment shall be an assignment of an identical percentage of such
selling Committed Purchaser's Investment and its Commitment as a Committed
Purchaser hereunder and under the Transfer Agreement. Upon the execution and
delivery to the Agent of the Transfer Supplement and payment by the Purchasing
Committed Purchaser to the selling Committed Purchaser of the agreed purchase
price, such selling Committed Purchaser shall be released from its obligations
hereunder and under the Transfer Agreement to the extent of such assignment and
such Purchasing Committed Purchaser shall for all purposes be a Committed
Purchaser party hereto and shall have all the rights and obligations of a
Committed Purchaser hereunder to the same extent as if it were an original party
hereto and to the Transfer Agreement with a Commitment as a Committed Purchaser,
any Investment and any related Assigned Windmill Settlement described in the
Transfer Supplement.

         (d) Replaceable Committed Purchasers. If any Committed Purchaser other
than ABN AMRO (a "Replaceable Committed Purchaser") shall (i) petition the
Seller for any amounts under Section 6.2 or (ii) have a short-term debt rating
lower than the "A-1" by S&P and "P-1" by Moody's, the Seller or Windmill may
designate a replacement financial institution (a "Replacement Committed
Purchaser") reasonably acceptable to the Agent and, prior to the occurrence of a
Termination Event, consented to by the Seller (which consent shall not be
unreasonably withheld) to which such Replaceable Committed Purchaser shall,
subject to its receipt of an amount equal to its Investment, any related
Assigned Windmill Settlement, and accrued Discount and fees thereon (plus, from
the Seller, any Early Payment Fee that would have been payable if such
transferred Investment had been paid on such date) and all amounts payable under
Section 6.2, promptly assign all of its rights, obligations and Commitment
hereunder and under the Transfer Agreement, together with all of its Purchase
Interest, and any related Assigned Windmill Settlement, to the Replacement
Committed Purchaser in accordance with Section 9.8(c).

         (e) Assignment by Windmill. Each party hereto agrees and consents (i)
to Windmill's assignment, participation, grant of security interests in or other
transfers of any portion of, or any of its beneficial interest in, the Windmill
Purchase Interest and the Windmill Settlement and (ii) to the complete
assignment by Windmill of all of its rights and obligations hereunder to ABN
AMRO or any other Person, and upon such assignment Windmill shall be released
from all obligations and duties hereunder to the extent accruing thereafter;
provided, however, that Windmill may not, without the prior consent of the
Required Committed Purchasers and, prior to the occurrence of a Termination
Event, the Seller, which consent of the Seller shall not be unreasonably
withheld, transfer any of its rights hereunder or under the Transfer Agreement
unless the assignee (i) is a corporation whose principal business is the
purchase of assets similar to the Receivables, (ii) has ABN AMRO as its
administrative agent and (iii) issues commercial paper with credit ratings
substantially identical to the Ratings. Windmill shall promptly notify each
party hereto of any such assignment. Upon such an assignment of any portion of
Windmill's Purchase Interest and the Windmill Settlement, the assignee shall
have all of the rights of Windmill hereunder relate to such Windmill Purchase
Interest and Windmill Settlement.

                                      -32-
<PAGE>

         (f) Opinions of Counsel. If required by the Agent or to maintain the
Ratings, each Transfer Supplement must be accompanied by an opinion of counsel
of the assignee as to such matters as the Agent may reasonably request.

         Section 9.9. Intended Tax Characterization. It is the intention of the
parties hereto that, for the purposes of all Taxes, the transactions
contemplated hereby shall be treated as a loan by the Purchasers (through the
Agent) to the Seller that is secured by the Receivables (the "Intended Tax
Characterization"). The parties hereto agree to report and otherwise to act for
the purposes of all Taxes in a manner consistent with the Intended Tax
Characterization.

        Section 9.10. Confidentiality. The parties hereto agree to hold the
Transaction Documents or any other confidential or proprietary information
received in connection therewith in confidence and agree not to provide any
Person with copies of any Transaction Document or such other confidential or
proprietary information other than to (i) any officers, directors, members,
managers, employees or outside accountants, auditors or attorneys thereof, (ii)
any prospective or actual assignee or participant which (in each case) has
signed a confidentiality agreement containing provisions substantively identical
to this Section, (iii) any rating agency, (iv) any surety, guarantor or credit
or liquidity enhancer to the Agent or any Purchaser which (in each case) has
signed a confidentiality agreement substantially in the form of the
confidentiality agreement signed by the Agent prior to the date hereof, (v)
Windmill's administrator, management company, referral agents, issuing agents or
depositaries or CP Dealers and (vi) Governmental Authorities with appropriate
jurisdiction. Notwithstanding the above stated obligations, provided that the
other parties hereto are given prior written notice of the intended disclosure
or use, the parties hereto will not be liable for disclosure or use of such
information which such Person can establish by tangible evidence: (i) was
required by law, including pursuant to a valid subpoena or other legal process,
provided, however, that the party proposing to make any disclosure will give any
objecting party an adequate period of time within which to challenge in any
appropriate forum the proposed disclosure, (ii) was in such Person's possession
or known to such Person prior to receipt or (iii) is or becomes known to the
public through disclosure in a printed publication (without breach of any of
such Person's obligations hereunder).

        Section 9.11. Agreement Not to Petition. Each party hereto agrees, for
the benefit of the holders of the privately or publicly placed indebtedness for
borrowed money for Windmill, not, prior to the date which is one (1) year and
one (1) day after the payment in full of all such indebtedness, to acquiesce,
petition or otherwise, directly or indirectly, invoke, or cause Windmill to
invoke, the process of any Governmental Authority for the purpose of (a)
commencing or sustaining a case against Windmill under any federal or state
bankruptcy, insolvency or similar law (including the Federal Bankruptcy Code),
(b) appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official for Windmill, or any substantial part of
its property, or (c) ordering the winding up or liquidation of the affairs of
Windmill.

        Section 9.12. Excess Funds. Other than amounts payable under Section
9.4, Windmill shall be required to make payment of the amounts required to be
paid pursuant hereto only if Windmill has Excess Funds (as defined below). If
Windmill does not have Excess Funds, the

                                      -33-
<PAGE>

excess of the amount due hereunder (other than pursuant to Section 9.4) over the
amount paid shall not constitute a "claim" (as defined in Section 101(5) of the
Federal Bankruptcy Code) against Windmill until such time as Windmill has Excess
Funds. If Windmill does not have sufficient Excess Funds to make any payment due
hereunder (other than pursuant to Section 9.4), then Windmill may pay a lesser
amount and make additional payments that in the aggregate equal the amount of
deficiency as soon as possible thereafter. The term "Excess Funds" means the
excess of (a) the aggregate projected value of Windmill's assets and other
property (including cash and cash equivalents), over (b) the sum of (i) the sum
of all scheduled payments of principal, interest and other amounts payable on
publicly or privately placed indebtedness of Windmill for borrowed money, plus
(ii) the sum of all other liabilities, indebtedness and other obligations of
Windmill for borrowed money or owed to any credit or liquidity provider,
together with all unpaid interest then accrued thereon, plus (iii) all taxes
payable by Windmill to the Internal Revenue Service, plus (iv) all other
indebtedness, liabilities and obligations of Windmill then due and payable, but
the amount of any liability, indebtedness or obligation of Windmill shall not
exceed the projected value of the assets to which recourse for such liability,
indebtedness or obligation is limited. Excess Funds shall be calculated once
each Business Day.

        Section 9.13. No Recourse. The obligations of Windmill, its management
company, its administrator and its referral agents (each a "Program
Administrator") under any Transaction Document or other document (each, a
"Program Document") to which a Program Administrator is a party are solely the
corporate obligations of such Program Administrator and no recourse shall be had
for such obligations against any Affiliate, director, officer, member, manager,
employee, attorney or agent of any Program Administrator.

        Section 9.14. Headings; Counterparts. Article and Section Headings in
this Agreement are for reference only and shall not affect the construction of
this Agreement. This Agreement may be executed by different parties on any
number of counterparts, each of which shall constitute an original and all of
which, taken together, shall constitute one and the same agreement.

        Section 9.15. Cumulative Rights and Severability. All rights and
remedies of the Purchasers and Agent hereunder shall be cumulative and
non-exclusive of any rights or remedies such Persons have under law or
otherwise. Any provision hereof that is prohibited or unenforceable in any
jurisdiction shall, in such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and without affecting such provision in any other jurisdiction.

        Section 9.16. Governing Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND
NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. THE SELLER HEREBY SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR
RELATING TO, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
The Seller hereby irrevocably waives, to the fullest extent permitted by law,
any objection it may now or hereafter have to the venue of any such proceeding
and any claim that any such proceeding has been brought in an

                                      -34-
<PAGE>

inconvenient forum. Nothing in this Section 9.16 shall affect the right of the
Agent or any Purchaser to bring any action or proceeding against the Seller or
its property in the courts of other jurisdictions.

        Section 9.17. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH,
ANY TRANSACTION DOCUMENT OR ANY MATTER ARISING THEREUNDER.

        Section 9.18. Entire  Agreement.The Transaction Documents constitute
the entire understanding of the parties thereto concerning the subject matter
thereof. Any previous or contemporaneous agreements, whether written or oral,
concerning such matters are superseded thereby.

                                      -35-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.


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



By      /s/ Kevin G. Pilz                 By      /s/ Kevin G. Pilz
  ----------------------------             ----------------------------------
   Title   Vice President                   Title    Vice President
           -------------------                      -------------------------



By      /s/ Ken Hayes                     By      /s/ Ken Hayes
  -----------------------------            ----------------------------------
Title     Vice President                  Title    Vice President
      -------------------------                 -----------------------------
Address:   Structured Finance,            Address:   Structured Finance,
           Asset Securitization                      Asset Securitization
           135 South LaSalle Street                  135 South LaSalle Street
           Chicago, Illinois  60674-9135             Chicago, Illinois
           Attention: Purchaser Agent-               60674-9135
                      Windmill                       Attention:  Administrator-
                                                                 Windmill
Telephone: (312) 904-6263                 Telephone: (312) 904-6263
Telecopy:  (312) 904-6376                 Telecopy:  (312) 904-6376

WINDMILL FUNDING CORPORATION



By      /s/ Andrew L. Stidd
  ----------------------------
Title      President
      ------------------------
Address:   c/o Global Securitization Services, LLC
           114 West 47th Street, Suite 1715
           New York, New York  10036
           Attention:  Andrew Stidd
Telephone: (212) 302-5151
Telecopy:  (212) 302-8767


                                      -36-
<PAGE>

PERKINELMER RECEIVABLES COMPANY, as Seller



By     /s/ John L. Healy
  ------------------------------------
Title   Vice President and Secretary
      --------------------------------
Address:    45 William Street
            Wellesley, Massachusetts
            Attention:   John L. Healy
Telephone:  781-431-4265
Telecopy:   781-431-4115


PERKINELMER, INC.,
   as Initial Collection Agent



By     /s/ Lou A. Borrelli
  ------------------------------------
Title   Assistant Treasurer
      --------------------------------
Address:   45 William Street
           Wellesley, Massachusetts
           Attention:  Lou Borrelli
Telephone: 781-431-4110
Telecopy:  781-431-4113

                                      -37-
<PAGE>


                                   SCHEDULE I
                                   DEFINITIONS


         The following terms have the meanings set forth, or referred to, below:

         "ABN AMRO" means ABN AMRO Bank N.V. in its individual capacity and not
in its capacity as the Agent.

         "Adjusted Dilution Ratio" at any time means the 12-month rolling
average of the Dilution Ratio for the 12 Settlement Periods then most recently
ended.

         "Adverse Claim" means, for any asset or property of a Person, a lien,
security interest, charge, mortgage, pledge, hypothecation, assignment or
encumbrance, or any other right or similar claim, in, of or on such asset or
property in favor of any other Person, except those created by the Transaction
Documents.

         "Affiliate" means, for any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with
such Person. For purposes of this definition, "control" means the power,
directly or indirectly, to either (i) vote ten percent (10%) or more of the
securities having ordinary voting power for the election of directors of a
Person or (ii) cause the direction of the management and policies of a Person.

         "Agent" is defined in the first paragraph hereof.

         "Agent's Account" means the account designated to the Seller and the
Purchasers by the Agent.

         "Aggregate Commitment" means $51,000,000, as such amount may be reduced
pursuant to Section 1.6.

         "Aggregate Investment" means the sum of the Investments of all
Purchasers.

         "Aggregate Reserve" means, at any time at which such amount is
calculated, the sum of the Loss Reserve, Dilution Reserve and Discount Reserve.

         "Assigned Windmill Settlement" is defined in the Transfer Agreement.

         "Bankruptcy Event" means, for any Person, that (a) such Person makes a
general assignment for the benefit of creditors or any proceeding is instituted
by or against such Person seeking to adjudicate it bankrupt or insolvent, or
seeking the liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors and, if instituted
against such Person, such proceeding remains undismissed and unstayed for a
period of 30 days, or seeking the entry of an order for relief or the
appointment of a receiver, trustee or other similar official for it or any
substantial part of its property or such Person generally does not pay its debts

<PAGE>

as such debts become due or admits in writing its inability to pay its debts
generally or (b) such Person takes any corporate action to authorize any such
action.

         "Business Day" means any day other than (a) a Saturday, Sunday or other
day on which banks in New York City, New York or Chicago, Illinois are
authorized or required to close, (b) a holiday on the Federal Reserve calendar
and, (c) solely for matters relating to a Eurodollar Tranche, a day on which
dealings in Dollars are not carried on in the London interbank market.

         "Canadian Originator" means PerkinElmer Canada, Inc.

         "Change in Control" means that (a) any person or group of persons shall
have acquired beneficial ownership of more than 50% of the outstanding Voting
Shares of the Parent (within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended, and the applicable rules and
regulations thereunder), or (b) during any period of 12 consecutive months,
commencing before or after the date of this Agreement, individuals who on the
first day of such period were directors of the Parent (together with any
replacement or additional directors who were nominated or elected by a majority
of directors then in office) cease to constitute a majority of the Board of
Directors of the Parent.

         "Charge-Off" means any Receivable that has or should have been (in
accordance with the Credit and Collection Policy) charged off or written off by
the Seller.

         "Charge-Off Ratio" means, for any Settlement Period, the ratio
(expressed as a percentage) of the outstanding balance of Charge-Offs made
during such Settlement Period to the aggregate amount of Collections during such
Settlement Period.

         "Collection" means any amount paid, or deemed paid, on a Receivable or
by the Seller as a Deemed Collection under Section 1.5(b).

         "Collection Agent" is defined in Section 3.1(a).

         "Collection Agent Fee" is defined in Section 3.6.

         "Collection Agent Replacement Event" shall occur upon the giving of
written notice by Agent to Seller after any one or more of the following has
occurred (except that such event is automatic if attributable to (e) below):

                   (a) the Collection Agent fails to turn over Collections or
         make any payment or transfer of funds in each case for purposes of
         reducing Aggregate Net Investment when required to do so pursuant to
         the terms of this Agreement;

                   (b) the Collection Agent (or any sub-collection agent) fails
         to observe or perform (i) any covenant set forth in Section 3.2(d) or
         3.3 or (ii) any other material term, covenant or agreement under any
         Transaction Document and in the case of clause (ii) any, such failure
         continues for five Business Days after notice from the Agent;

                                      I-2
<PAGE>

                   (c) any written representation, warranty, certification or
         statement made by the Collection Agent in, or pursuant to, any
         Transaction Document proves to have been incorrect in any material
         adverse respect when made;

                   (d) the Collection Agent suffers a Bankruptcy Event; or

                   (e) for so long as the Collection Agent is an Affiliate of
         the Seller, a Termination Event.

         "Commitment" means, for each Committed Purchaser, the amount set forth
on Schedule II, as adjusted in accordance with Sections 1.6 and 9.8.

         "Committed Purchasers" is defined in Section 1.1(b).

         "CP Dealer" means, at any time, each Person Windmill then engages as a
placement agent or commercial paper dealer.

         "CP Discount" means, for any Discount Period, the amount of interest or
discount accrued, during such Discount Period on all the outstanding commercial
paper, or portion thereof, issued by Windmill to fund its Investment, including
all dealer commissions and other costs of issuing commercial paper, whether any
such commercial paper was issued specifically to fund such Investment or is
allocated, in whole or in part, to such funding.

         "CP Rate" means, for any CP Tranche Period, a rate per annum equal to
the weighted average of the rates at which commercial paper notes having a term
equal to such CP Tranche Period may be sold by any CP Dealer selected by
Windmill, as agreed between each such CP Dealer and Windmill. If such rate is a
discount rate, the CP Rate shall be the rate resulting from Windmill's
converting such discount rate to an interest-bearing equivalent rate. If
Windmill determines that it is not able, or that it is impractical, to issue
commercial paper notes for any period of time, then the CP Rate shall be the
Prime Rate. The CP Rate shall include all costs and expenses to Windmill of
issuing the related commercial paper notes, including all dealer commissions and
note issuance costs in connection therewith.

         "Credit and Collection Policy" means (i) prior to the delivery of
written credit and collection policies and practices pursuant to Section 5.1(r),
the credit and collection policies and practices of each Originator in effect as
of the Closing Date, and (ii) thereafter, such written credit and collection
policies and practices.

         "Credit Agreement" means that certain $100,000,000 Five-Year
Competitive Advance and Revolving Credit Facility Agreement dated as of March 2,
2001, among the Parent, the lenders named therein and The Chase Manhattan Bank,
as administrative agent.

         "Deemed Collections" is defined in Section 1.5(c).

         "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

                                      I-3
<PAGE>

Period of all Defaulted Receivables less than 91-120 days past the due date plus
the aggregate outstanding balance as of the end of such Settlement Period of all
Charge-Offs less than 90 days past due and the denominator of which is the
amount of sales generated during the month that ended three months prior to the
last day of such Settlement Period.

         "Defaulted Receivable" means any Receivable (a) on which any amount is
unpaid more than 91-120 days past its original due date or (b) the Obligor on
which has suffered a Bankruptcy Event.

         "Delinquency Ratio" means, the ratio (expressed as a percentage), for
any Settlement Period of (a) the aggregate outstanding balance of all Delinquent
Receivables as of the end of such Settlement Period to (b) the sum of the
aggregate outstanding balance of all Receivables (other than Receivables for
which no invoice has been issued) as of the end of such Settlement Period.

         "Delinquent Receivable" means any Receivable (other than a Charge-Off
or Defaulted Receivable) on which any amount is unpaid more than 91 days after
the invoice therefor.

         "Designated Financial Officer" means the Controller, the Assistant
Controller, Treasurer, Assistant Treasurer, any Vice President or the President
of the Seller or the relevant Seller Entity, as applicable.

         "Dilution" means, for any Settlement Period, the amount Deemed
Collections deemed to be received during such Settlement Period pursuant to
Section 1.5(b).

         "Dilution Ratio" means, as of any Settlement Date, a percentage equal
to a fraction, the numerator of which is the total amount of decreases in
Outstanding Balances due to Dilutions during the most recent Settlement Period,
and the denominator of which is the amount of cash collections generated during
the most recent Settlement Period.

         "Dilution Reserve" means the product of (A) the Dilution Reserve
Multiple and (B) the average Dilution Ratio for the most recent three Settlement
Periods.

                                      I-4
<PAGE>

         "Dilution Reserve Multiple" shall be determined according to the
following table based upon the senior unsecured debt rating of the Parent from
S&P and Moody's:

                        DEBT RATING
                    (SENIOR UNSECURED)                    MULTIPLE

                    BBB+/Baa1 or higher                     1.0

                         BBB/Baa2                           1.5

                    BBB-/Baa3 or lower                      2.0

; provided, however, (a) if the Parent has a split rating, the applicable rating
will be the lower of the two, and (b) if the Parent has no such rating, or such
rating has been suspended by either Moody's or S&P, the applicable Dilution
Reserve Multiple shall be the one set forth in the last line of the table above.

         "Discount" means, for any Tranche Period, (a) the product of (i) the
Discount Rate for such Tranche Period, (ii) the total amount of Investment
allocated to the Tranche Period, and (iii) the number of days elapsed during
such Tranche Period divided by (b) 360.

         "Discount Period" means, with respect to any Settlement Date or the
Liquidity Termination Date, the period from and including the preceding
Settlement Date (or if none, the date that the first Incremental Purchase is
made hereunder) to but not including such Settlement Date or Liquidity
Termination Date, as applicable.

         "Discount Rate" means, (i) for any Tranche Period relating to a CP
Tranche, the CP Rate applicable thereto, (ii) for any Tranche Period relating to
a Eurodollar Tranche, the Eurodollar Rate applicable thereto and (iii) for any
Tranche Period relating to a Prime Tranche, the Prime Rate applicable thereto.

         "Discount Reserve" means, at any time, the product of (a) 1.5, (b) the
rate announced by ABN AMRO as its "Prime Rate" (which may not be its best or
lowest rate) plus 2.00%, (c) Aggregate Investment, (d) a fraction, the numerator
of which is the average Turnover Ratio for the most recent three Settlement
Periods and the denominator of which is 360.

         "Dollar" and "$" means lawful currency of the United States of America.

         "Early Payment Fee" means, if any Investment of a Purchaser allocated
(or, in the case of a requested Purchase not made by the Committed Purchasers
for any reason other than their improper acts or omissions, scheduled to be
allocated) to a Tranche Period for a CP Tranche or Eurodollar Tranche is reduced
or terminated before the last day of such Tranche Period with the effect that
Discount then ceases to accrue on the amount reduced or terminated (the amount
of Investment so reduced or terminated being referred to as the "Prepaid
Amount"), the cost to the relevant Purchaser of terminating or reducing such
Tranche, which (a) for a CP Tranche means any compensation payable in prepaying
the related commercial paper or, if not prepaid, any

                                      I-5
<PAGE>

shortfall between the amount that will be available to Windmill on the maturity
date of the related commercial paper from reinvesting the Prepaid Amount in
Permitted Investments and the Face Amount of such commercial paper and (b) for a
Eurodollar Tranche will be determined based on the difference between the LIBOR
applicable to such Tranche and the LIBOR applicable for a period equal (or as
close as possible) to the remaining maturity of the Tranche on the date the
Prepaid Amount is received.

         "Eligible Receivable" means, at any time, any Receivable:

                   (i) the Obligor of which (a) is not an Affiliate of any of
         the parties hereto or any other Seller Entity; (b) is not a state
         government or a state governmental subdivision or agency; (c) has not
         suffered a Bankruptcy Event; and (d) is a customer of the applicable
         Originator in good standing;

                  (ii) for which an invoice has been issued and which is
         stated to be due and payable within 60 days after the invoice therefor;

                 (iii) which is not a Delinquent Receivable or a Charge-Off;

                  (iv) which is an "account" within the meaning of Section
         9-102, respectively of the UCC of all applicable jurisdictions;

                   (v) which is denominated and payable only in Dollars in the
         USA or, with respect to Receivables originated by the Canadian
         Originator only, in Canada;

                  (vi) which arises under a contract, that is in full force and
         effect and constitutes the legal, valid and binding obligation of the
         related Obligor enforceable against such Obligor in accordance with its
         terms subject to no offset, counterclaim, defense or other Adverse
         Claim, and is not an executory contract or unexpired lease within the
         meaning of Section 365 of the Bankruptcy Code;

                 (vii) which arises under a contract that (a) contains an
         obligation to pay a specified sum of money and is subject to no
         contingencies, (b) does not require the Obligor under such contract to
         consent to the transfer, sale or assignment of the rights and duties of
         the applicable Originator under such contract after delivery of the
         goods in question, and (c) does not contain a confidentiality provision
         that purports to restrict any Purchaser's exercise of rights under this
         Agreement, including, without limitation, the right to review such
         contract;

                (viii) which does not, in whole or in part, contravene any law,
         rule or regulation applicable thereto (including, without limitation,
         those relating to usury, truth in lending, fair credit billing, fair
         credit reporting, equal credit opportunity, fair debt collection
         practices and privacy);

                  (ix) which satisfies all applicable requirements of the Credit
         and Collection Policy and was generated in the ordinary course of the
         applicable Originator's business

                                      I-6
<PAGE>

         from the sale of goods or provision of services to a related Obligor
         solely by such Originator;

                   (x) which does not represent an obligation to pay any sales
         tax; and

                  (xi) which is not a prebilled or unearned receivable.

         "Eligible Receivables Balance" means, at any time, the aggregate
Outstanding Balance of all Eligible Receivables minus the amount by which the
Outstanding Balance of all Eligible Receivables of such Obligor and its
Affiliates exceeds the Obligor Concentration Limit for such Obligor.

         "Eurodollar Rate" means, for any Tranche Period for a Eurodollar
Tranche, the sum of (a) LIBOR for such Tranche Period divided by 1 minus the
"Reserve Requirement" plus (b) for Investment of a Committed Purchaser, the
amount specified in the Fee Letter plus (c) during the pendency of a Termination
Event, 2.00% for Investment of a Committed Purchaser; where "Reserve
Requirement" means, for any Tranche Period for a Eurodollar Tranche, the maximum
reserve requirement imposed during such Tranche Period on "eurocurrency
liabilities" as currently defined in Regulation D of the Board of Governors of
the Federal Reserve System.

         "Face Amount" means the face amount of any Windmill commercial paper
issued on a discount basis or, if not issued on a discount basis, the principal
amount of such note and interest scheduled to accrue thereon to its stated
maturity.

         "Federal Funds Rate" means for any day the greater of (i) the highest
rate per annum as determined by ABN AMRO at which overnight Federal funds are
offered to ABN AMRO for such day by major banks in the interbank market, and
(ii) if ABN AMRO is borrowing overnight funds from a Federal Reserve Bank that
day, the highest rate per annum at which such overnight borrowings are made on
that day. Each determination of the Federal Funds Rate by ABN AMRO shall be
conclusive and binding on the Seller except in the case of manifest error.

         "Federal Government Obligor" means the United States Government or any
agency thereof.

         "Fee Letter" means the letter agreement dated as of the date hereof
among the Seller, the Agent, Windmill and the Committed Purchasers.

         "Foreign Obligor" means any Obligor that is organized or has its chief
executive office outside of the United States.

         "Funding Agreement" means any agreement or instrument executed by
Windmill and executed by or in favor of any Windmill Funding Source or executed
by any Windmill Funding Source at the request of Windmill.

         "Funding Charges" means, for any day, the product of (i) the per annum
rate (inclusive of dealer fees and commissions) paid or payable by Windmill in
respect of commercial paper

                                      I-7
<PAGE>

notes on such day that are allocated, in whole or in part, to fund or maintain
its Investment for such day, as determined by the Agent and other costs
allocated by the Purchaser to fund or maintain its Investment associated with
the funding by Windmill of small or odd lot amounts that are not funded with
commercial paper notes and (ii) Windmill's Investment as of the end of such day
and (iii) 1/360.

         "GAAP" means generally accepted accounting principles in the USA,
applied on a consistent basis.

         "Governmental Authority" means any (a) Federal, state, municipal or
other governmental entity, board, bureau, agency or instrumentality, (b)
administrative or regulatory authority (including any central bank or similar
authority) or (c) court, judicial authority or arbitrator, in each case, whether
foreign or domestic.

         "Incremental Purchase" is defined in Section 1.1(b).

         "Initial Collection Agent" is defined in the first paragraph hereof.

         "Instructing Group" means the Required Committed Purchasers and, unless
the Windmill Termination Date has occurred and Windmill has no Investment,
Windmill.

         "Intended Tax Characterization" is defined in Section 9.9.

         "Interim Liquidation" means any time before the Liquidity Termination
Date during which no Reinvestment Purchases are made by any Purchaser, as
established pursuant to Section 1.2.

         "Investment" means, for each Purchaser, (a) the sum of (i) all
Incremental Purchases by such Purchaser and (ii) the aggregate amount of any
payments or exchanges made by, or on behalf of, such Purchaser to any other
Purchaser to acquire Investment from such other Purchaser minus (b) all
Collections, amounts received from other Purchasers and other amounts received
or exchanged and, in each case, applied by the Agent or such Purchaser to reduce
such Purchaser's Investment. A Purchaser's Investment shall be restored to the
extent any amounts so received or exchanged and applied are rescinded or must be
returned for any reason.

         "LIBOR" means, for any Tranche Period for a Eurodollar Tranche or other
time period, the rate per annum (rounded upwards, if necessary, to the next
higher one hundred-thousandth of a percentage point) for deposits in Dollars for
a period equal to such Tranche Period or other period, which appears on Page
3750 of the Telerate Service (or any successor page or successor service that
displays the British Bankers' Association Interest Settlement Rates for Dollar
deposits) as of 11:00 a.m. (London, England time) two Business Days before the
commencement of such Tranche Period or other period. If for any Tranche Period
for a Eurodollar Tranche no such displayed rate is available (or, for any other
period, if such displayed rate is not available), the Agent shall calculate such
rate to be the average of the rates ABN AMRO is offered deposits of such
duration in the London interbank market at approximately 11:00 a.m. (London,
England time) two Business Days prior to the date such rate is determined.

                                      I-8
<PAGE>

         "Limited Guaranty" means the Limited Guaranty, dated the date hereof,
by the Parent in favor of the Seller.

         "Liquidation Period" means, for Windmill only, all times when Windmill
is not making Reinvestment Purchases pursuant to Section 1.1(d) and, for all
Purchasers, all times (x) during an Interim Liquidation and (y) on and after the
Liquidity Termination Date.

         "Liquidity Termination Date" means the earliest of (a) the date of the
occurrence of a Termination Event described in clause (f) of the definition of
Termination Event, (b) the date designated by the Agent to the Seller at any
time after the occurrence of any other Termination Event, (c) the Business Day
designated by the Seller with no less than five (5) Business Days prior notice
to the Agent and (d) December 20, 2002.

         "Lock-Box" means each post office box or bank box listed on Exhibit E,
as revised pursuant to Section 5.1(i).

         "Lock-Box Account" means each account maintained by the Collection
Agent at a Lock-Box Bank for the purpose of receiving or concentrating
Collections (whether or not there is a Lock-Box associated with such account).

         "Lock-Box Agreement" means each agreement between the Collection Agent
and a Lock-Box Bank concerning a Lock-Box Account.

         "Lock-Box Bank" means each bank listed on Exhibit E, as revised
pursuant to Section 5.1(i).

         "Lock-Box Letter" means a letter in substantially the form of Exhibit F
(or otherwise acceptable to the Agent) from the Seller and the Collection Agent
to each Lock-Box Bank, acknowledged and accepted by such Lock-Box Bank and the
Agent.

         "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 Outstanding Balance of all
Receivables as of the last day of such period.

         "Loss Reserve" means, at any time, the product of (a) the greater of
12% and (ii) the product of (A) Loss Reserve Multiple, and (B) the highest
average Default Ratio for any consecutive three month period ended during the
previous 12 months multiplied by (C) the Loss Horizon Ratio calculated at the
end of such period, multiplied by (b) the Eligible Receivables Balance at such
time.

                                      I-9
<PAGE>

         "Loss Reserve Multiple" shall be determined according to the following
table based upon the senior unsecured debt rating of the Parent from Moody's and
S&P:

                        DEBT RATING
                    (SENIOR UNSECURED)               MULTIPLE

                       BBB+ and Baa1                   1.0

                        BBB or Baa2                    1.5

                       BBB- or Baa3                    2.0

; provided, however, that (a) if the Parent has a split rating, the applicable
rating will be the lower of the two, (b) if the Parent has no such rating, or
such rating has been suspended by either Moody's or S&P, the applicable Loss
Reserve Multiple shall be the one set forth in the last line of the table above.

         "Matured Aggregate Investment" means, at any time, the Matured Value of
Windmill's Investment plus the total Investments of all other Purchasers then
outstanding.

         "Matured Value" means, of any Investment, the sum of such Investment
and all unpaid Discount scheduled to become due (whether or not then due) on
such Investment during all Tranche Periods to which any portion of such
Investment has been allocated.

         "Maximum Incremental Purchase Amount" means, at any time, the lesser of
(a) the difference between the Purchase Limit and the Aggregate Investment then
outstanding and (b) the difference between the Aggregate Commitment and the
Matured Aggregate Investment then outstanding.

         "Moody's" means Moody's Investors Service, Inc.

         "Obligor" means, for any Receivable, each Person obligated to pay such
Receivable and each guarantor of such obligation.

                                      I-10
<PAGE>

         "Obligor Concentration Limit" means, at any time, in relation to the
aggregate Outstanding Balance of Receivables owed by any single Obligor and its
Affiliates (if any), the applicable concentration limit shall be determined as
follows (i) for Obligors other than Foreign Obligors and Federal Government
Obligors who have long term unsecured debt ratings currently assigned to them by
S&P and Moody's, the applicable concentration limit shall be determined
according to the following table:

--------------------------------------------------------------------------------
                                                        Allowable % of Eligible
        S&P Rating                 Moody's Rating             Receivables
--------------------------------------------------------------------------------
       AA- or higher               Aa3 or higher                  10%
--------------------------------------------------------------------------------
       A- or higher                 A3 or higher                  6%
--------------------------------------------------------------------------------
           BBB-                         Baa3                      4%
--------------------------------------------------------------------------------
Below BBB- or Not Rated by   Below Baa3 or Not Rated by
   either S&P or Moody's       either S&P or Moody's              2%
--------------------------------------------------------------------------------

; provided, however, that (a) if any such Obligor has a split rating, the
applicable rating will be the lower of the two, (b) if any such Obligor is not
rated by either S&P or Moody's, or such rating has been suspended by either S&P
or Moody's, the applicable Obligor Concentration Limit shall be the one set
forth in the last line of the table above, (ii) the Obligor Concentration Limit
for all Federal Government Obligors in the aggregate shall be an amount equal to
10% of the Eligible Receivables Balance, and (iii) the Obligor Concentration
Limit for all Foreign Obligors in the aggregate shall be an amount equal to 10%
of the Eligible Receivables Balance.

         "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.
and PerkinElmer Canada, Inc.

         "Outstanding Balance" of any Receivable at any time means the then
outstanding principal balance thereof.

         "Parent" means PerkinElmer, Inc., a Massachusetts corporation.

         "Periodic Report" is defined in Section 3.3.

         "Permitted Investments" shall mean (a) evidences of indebtedness,
maturing not more than thirty (30) days after the date of purchase thereof,
issued by, or the full and timely payment of which is guaranteed by, the full
faith and credit of, the federal government of the United States of America, (b)
repurchase agreements with banking institutions or broker-dealers that are
registered under the Securities Exchange Act of 1934 fully secured by
obligations of the kind specified in clause (a) above, (c) money market funds
denominated in Dollars rated not lower than A-1 (and without the "r" symbol
attached to any such rating) by S&P and P-1 by Moody's or otherwise acceptable
to the Rating Agencies or (d) commercial paper denominated in Dollars issued by
any corporation incorporated under the laws of the United States or any
political subdivision thereof, provided that such commercial paper is rated at
least A-1 (and without any "r" symbol attached to any such rating) thereof by
S&P and at least Prime-1 thereof by Moody's.

                                      I-11
<PAGE>

         "Person" means an individual, partnership, corporation, limited
liability company, association, joint venture, Governmental Authority or other
entity of any kind.

         "Potential Termination Event" means any Termination Event or any event
or condition that with the lapse of time or giving of notice, or both, would
constitute a Termination Event.

         "Prime Rate" means, for any period, the daily average during such
period of (a) the greater of (i) the floating commercial loan rate per annum of
ABN AMRO (which rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer by ABN AMRO) announced from
time to time as its prime rate or equivalent for Dollar loans in the USA,
changing as and when said rate changes and (ii) the Federal Funds Rate plus
0.75% plus (b) during the pendency of a Termination Event, 2.00%.

         "Purchase" is defined in Section 1.1(a).

         "Purchase Agreement" means the Purchase and Sale Agreement dated as of
the date hereof between the Seller and the Originators.

         "Purchase Amount" is defined in Section 1.1(c).

         "Purchase Date" is defined in Section 1.1(c).

         "Purchase Interest" means, for a Purchaser, the percentage ownership
interest in the Receivables and Collections held by such Purchaser, calculated
when and as described in Section 1.1(a); provided, however, that (except for
purposes of computing a Purchase Interest or the Sold Interest in Section 1.5,
1.7 and in the last sentence of both Section 2.3(a) and Section 2.3(b)) at any
time the Sold Interest would otherwise exceed 100% each Purchaser then holding
any Investment shall have its Purchase Interest reduced by multiplying such
Purchase Interest by a fraction equal to 100% divided by the Sold Interest
otherwise then in effect, so that the Sold Interest is thereby reduced to 100%.

         "Purchase Limit" means $50,000,000.

         "Purchaser Reserve Percentage" means, for each Purchaser, the Reserve
Percentage multiplied by a fraction, the numerator of which is such Purchaser's
outstanding Investment and the denominator of which it the Aggregate Investment.

         "Purchasers" means the Committed Purchasers and Windmill.

         "Put" is defined in Section 2.1(a).

         "Ratable Share" is defined in the Transfer Agreement.

         "Rating Agency" means Moody's, S&P and any other rating agency Windmill
chooses to rate its commercial paper notes.

                                      I-12
<PAGE>

         "Ratings" means the ratings by the Rating Agencies of the indebtedness
for borrowed money of Windmill.

         "Receivable" means, to the extent sold to the Seller pursuant to the
Purchase Agreement, each account or obligation of an Obligor to pay for
merchandise sold or services rendered by an Originator and includes such
Originator's rights to payment of any interest or finance charges and all
proceeds of the foregoing. During any Interim Liquidation and on and after the
Liquidity Termination Date, the term "Receivable" shall only include receivables
existing on the date such Interim Liquidation commenced or Liquidity Termination
Date occurred, as applicable. Deemed Collections shall reduce the outstanding
balance of Receivables hereunder, so that any Receivable that has its
outstanding balance deemed collected shall cease to be a Receivable hereunder
after (x) the Collection Agent receives payment of such Deemed Collections under
Section 1.5(b) or (y) if such Deemed Collection is received before the Liquidity
Termination Date, an adjustment to the Sold Interest permitted by Section 1.5(c)
is made.

         "Records" means, for any Receivable, all contracts, books, records and
other documents or information (including computer programs, tapes, disks,
software and related property and rights) relating to such Receivable or the
related Obligor.

         "Reinvestment Purchase" is defined in Section 1.1(b).

         "Related Security" means all of the applicable Originator's rights in
the merchandise (including returned goods) and under any contracts relating to
the Receivables, all security interests, guaranties and property securing or
supporting payment of the Receivables, all Records and all proceeds of the
foregoing.

         "Required Committed Purchasers" is defined in the Transfer Agreement.

         "Reserve Percentage" means, at any time, the quotient obtained by
dividing (a) the Aggregate Reserve by (b) the Eligible Receivables Balance.

         "Seller" is defined in the first paragraph hereof.

         "Seller Account" means the Seller's account designated by the Seller to
the Agent in writing.

         "Seller Entity" means the Parent and the Originators.

         "Settlement Date" means the 20th day of each calendar month.

         "Settlement Period" means for each Settlement Date, the calendar month
preceding such Settlement Date.

         "Sold Interest" is defined in Section 1.1(a).

                                      I-13
<PAGE>

         "Special Transaction Subaccount" means the special transaction
subaccount established for this Agreement pursuant to Windmill's depositary
agreement.

         "S&P" means Standard & Poor's Ratings Services.

         "Subordinated Note" means each revolving promissory note issued by the
Seller to the Originators under the Purchase Agreement.

         "Subsidiary" means any Person of which at least a majority of the
voting stock (or equivalent equity interests) is owned or controlled by the
Seller or any Seller Entity or by one or more other Subsidiaries of the Seller
or such Seller Entity. The Subsidiaries of the Parent on the date hereof are
listed on Exhibit E.

         "Taxes" means all taxes, charges, fees, levies or other assessments
(including income, gross receipts, profits, withholding, excise, property,
sales, use, license, occupation and franchise taxes and including any related
interest, penalties or other additions) imposed by any jurisdiction or taxing
authority (whether foreign or domestic).

         "Termination Date" means (a) for Windmill, the Windmill Termination
Date and (b) for the Committed Purchasers, the Liquidity Termination Date.

         "Termination Event" means the occurrence of any one or more of the
following:

                   (a) any representation, warranty, certification or statement
         made by the Seller or any Seller Entity in, or pursuant to, any
         Transaction Document proves to have been incorrect in any material
         respect as of the date when made or deemed made (including pursuant to
         Section 7.2); or

                   (b) any Seller Entity or the Seller fails to make any payment
         or other transfer of funds hereunder or under any other Transaction
         Document when due (including any payments under Section 1.5(a)) and
         such failure continues unremedied for a period of two Business Days
         after notice from the Agent of such failure; or

                   (c) the Seller fails to observe or perform any covenant or
         agreement contained in Sections 5.1(b), 5.1(g), 5.1(i), 5.1(j), 5.1(k)
         or 5.1(p) of this Agreement, any Originator fails to perform any
         covenant or agreement in Sections 5.1(h), (i) or (j) of the Purchase
         Agreement or the Parent fails to perform any covenant or agreement in
         the Limited Guaranty; or

                   (d) the Seller or any Seller Entity fails to observe or
         perform any other term, covenant or agreement under any Transaction
         Document, and such failure remains unremedied for thirty days or more
         after notice from the Agent of such failure; or

                   (e) the Seller, any Seller Entity or any Subsidiary suffers
         a Bankruptcy Event; or

                                      I-14
<PAGE>

                   (f) the average Delinquency Ratio for the three most recent
         Settlement Periods exceeds 18%, the average Default Ratio for the three
         most recent Settlement Periods exceeds 15%, the average Dilution Ratio
         for the three most recent Settlement Periods exceeds 10%, the
         Charge-Off Ratio for the most recent Settlement Period exceeds 2% or
         the average Turnover Ratio for the three most recent Settlement Periods
         exceeds 90 days; or

                   (g) (i) the Seller, any Seller Entity or any Affiliate,
         directly or indirectly, disaffirms or contests the validity or
         enforceability of any Transaction Document or (ii) any Transaction
         Document fails to be the enforceable obligation of the Seller or any
         Affiliate party thereto in any material respect; or

                   (h) any Seller Entity or any Subsidiary fails to pay any of
         its indebtedness (except in aggregate principal amount of less than
         $15,000,000) or defaults in the performance of any provision of any
         agreement under which such indebtedness was created or is governed and
         such default permits such indebtedness to be declared due and payable
         or to be required to be prepaid before the scheduled maturity thereof;

                   (i) a Change in Control shall occur or the Parent shall fail
         to own and control, directly or indirectly, 100% of the outstanding
         voting stock of the Seller and each Originator;

                   (j) a Collection Agent Replacement Event has occurred and
         is continuing with respect to the Initial Collection Agent;

                   (k) the occurrence of an "Event of Default" under and as
         defined in the Credit Agreement; or

                   (l) downgrade of the Parent's senior unsecured debt
         ratings to below BBB-/Baa3 by either S&P or Moody's.

Notwithstanding the foregoing, a failure of a representation or warranty or
breach of any covenant described in clause (a), (c) or (d) above related to a
Receivable shall not constitute a Termination Event if the Seller has been
deemed to have collected such Receivable pursuant to Section 1.5(b) or, before
the Liquidity Termination Date, has adjusted the Sold Interest as provided in
Section 1.5(c) so that such Receivable is no longer considered to be
outstanding.

         "Tranche" means a portion of the Investment allocated to a Tranche
Period pursuant to Section 1.3. A Tranche is a (i) CP Tranche, (ii) Eurodollar
Tranche or (iii) Prime Tranche depending whether Discount accrues during its
Tranche Period based on a (i) CP Rate, (ii) Eurodollar Rate, or (iii) Prime
Rate.

         "Tranche Period" means a period of days ending on a Business Day
selected pursuant to Section 1.3, which (i) for a CP Tranche shall not exceed
270 days, (ii) for a Eurodollar Tranche shall not exceed 180 days, and (iii) for
a Prime Tranche shall not exceed 30 days.

                                      I-15
<PAGE>

         "Transaction Documents" means this Agreement, the Fee Letter, the
Limited Guaranty, the Purchase Agreement, the Note(s), the Transfer Agreement,
and all other documents, instruments and agreements executed or furnished in
connection herewith and therewith.

         "Transfer Agreement" means the Windmill Transfer Agreement dated the
date hereof between Windmill, ABN AMRO Bank N.V., in its capacity as the
Windmill Agent, Windmill's Letter of Credit Provider and a Committed Purchaser
and the Other Persons who become Committed Purchasers thereunder.

         "Transfer Supplement" is defined in Section 9.8.

         "Turnover Ratio" means, with respect to any Settlement Period, an
amount, expressed in days, obtained by multiplying (a) a fraction, (i) the
numerator of which is equal to the aggregate Outstanding Balance of the
Receivables on the first day of such Settlement Period and (ii) the denominator
of which is equal to Collections on the Receivables during such Settlement
Period multiplied by (b) 30.

         "UCC" means, for any state, the Uniform Commercial Code as in effect in
such state.

         "USA" means the United States of America (including all states and
political subdivisions thereof).

         "Unused Aggregate Commitment" means, at any time, the difference
between the Aggregate Commitment then in effect and the outstanding Matured
Aggregate Investment.

         "Unused Commitment" means, for any Committed Purchaser at any time, the
difference between its Commitment and its Investment then outstanding.

         "Voting Shares" shall mean, as to any corporation, outstanding shares
of stock of any class of such corporation entitled to vote in the election of
directors, excluding shares entitled so to vote only upon the happening of some
contingency.

         "Windmill" is defined in the first paragraph hereof.

         "Windmill Funding Source" means any Committed Purchaser and any
provider or program credit enhancement for Windmill.

         "Windmill Settlement" means the sum of all claims and rights to payment
pursuant to Section 1.5 or 1.7 or any other provision owed to Windmill (or owed
to the Agent or the Collection Agent for the benefit of Windmill) by the Seller
that, if paid, would be applied to reduce Windmill's Investment.

         "Windmill Termination Date" means the earlier of (a) the Business Day
designated by Windmill at any time to the Seller and (b) the Liquidity
Termination Date.

                                      I-16
<PAGE>

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Unless otherwise inconsistent
with the terms of this Agreement, all accounting terms used herein shall be
interpreted, and all accounting determinations hereunder shall be made, in
accordance with GAAP. Amounts to be calculated hereunder shall be continuously
recalculated at the time any information relevant to such calculation changes.


                                      I-17
<PAGE>

                                   SCHEDULE II


          COMMITTED PURCHASERS AND COMMITMENTS OF COMMITTED PURCHASERS



NAME OF COMMITTED PURCHASER                              COMMITMENT
---------------------------                              ----------
     ABN AMRO Bank N.V.                                 $51,000,000





<PAGE>


                                    EXHIBIT A
                                       TO
                           RECEIVABLES SALE AGREEMENT

                      FORM OF INCREMENTAL PURCHASE REQUEST

                               ____________, 200_

ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
135 South LaSalle Street, Suite 725
Chicago, Illinois 60674-9135
Attn:  Purchaser Agent-Windmill

     Re: Receivables Sale Agreement dated as of December 21, 2001 (the "Sale
         Agreement") among PerkinElmer Receivables Company, as Seller,
                 PerkinElmer, Inc., as Initial Collection Agent,
                          ABN AMRO Bank N.V., as Agent,
                          and the Purchasers thereunder

Ladies and Gentlemen:

         The undersigned Seller under the above-referenced Sale Agreement hereby
confirms its has requested an Incremental Purchase of $___________ by Windmill
under the Sale Agreement. [IN THE EVENT WINDMILL IS UNABLE OR UNWILLING TO MAKE
THE REQUESTED INCREMENTAL PURCHASE, THE SELLER HEREBY REQUESTS AN INCREMENTAL
PURCHASE OF $____________ BY THE COMMITTED PURCHASERS UNDER THE SALE AGREEMENT
AT THE [EURODOLLAR RATE WITH A TRANCHE PERIOD OF _______ MONTHS.] [PRIME RATE]].

         Attached hereto as Schedule I is information relating to the proposed
Incremental Purchase required by the Sale Agreement. If on the date of this
Incremental Purchase Request ("Notice"), an Interim Liquidation is in effect,
this Notice revokes our request for such Interim Liquidation so that
Reinvestment Purchases shall immediately commence in accordance with Section
1.1(d) of the Sale Agreement.

         The Seller hereby certifies that both before and after giving effect to
[EACH OF] the proposed Incremental Purchase[S] contemplated hereby and the use
of the proceeds therefrom, all of the requirements of Section 7.2 of the Sale
Agreement have been satisfied.



<PAGE>


                                            Very truly yours,

                                            PERKINELMER RECEIVABLES COMPANY



                                            By
                                               Title____________________________


                                      A-2
<PAGE>


                                   SCHEDULE I
                                       TO
                          INCREMENTAL PURCHASE REQUESTS


               SUMMARY OF INFORMATION RELATING TO PROPOSED SALE(S)

         1.       Dates, Amounts, Purchaser(s), Proposed Tranche Periods

<TABLE>
<CAPTION>
<S>      <C>                                 <C>               <C>                <C>                     <C>
A1       Date of Notice                                                                                   _________

A2       Measurement Date (the last
         Business Day of the month
         immediately preceding the
         month in which the Date of
         Notice occurs)                                                                                   _________

A3       Proposed Purchase Dates             _________         _________          _________               _________
         (each of which is a
         Business Day)

A4       Respective Proposed
         Incremental Purchase on
         each such Purchase Date             $_________        $_________         $_________             $_________
         (each Incremental                      (A4A)            (A4B)               (A4C)                 (A4D)
         Purchase must be in a
         minimum amount of
         $1,000,000 and multiples
         thereof, or, if less, an
         amount equal to the
         Maximum Incremental
         Purchase Amount)

A5       Proposed Allocation
         among Purchasers

                         Windmill            $_________        $_________         $_________             $_________

                         Committed
                           Purchasers        $_________        $_________         $_________             $_________
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

<S>      <C>                                 <C>               <C>                 <C>                    <C>
A6       For Committed
         Purchases, Tranche
         Period(s) and Tranche Rate(s)

                    Starting Date            _________         _________          _________              _________
                    Ending Date              _________         _________          _________              _________
                    Number of Days           _________         _________          _________              _________
                    Prime or Eurodollar      _________         _________          _________              _________
</TABLE>


         Each proposed Purchase Date must be a Business Day. If a selected
         Measurement Date is not the applicable Purchase Date, the Seller's
         choice and disclosure of such date shall not in any manner diminish or
         waive the obligation of the Seller to assure the Purchasers that, after
         giving effect to the proposed Purchase, the actual Sold Interest as of
         the date of such proposed Purchase does not exceed 100%.




                                      A-2

<PAGE>

                                    EXHIBIT B
                                       TO
                           RECEIVABLES SALE AGREEMENT


                 FORM OF NOTIFICATION OF ASSIGNMENT TO WINDMILL
                          FROM THE COMMITTED PURCHASERS



                              ______________, 200_



PerkinElmer Receivables Company

___________________________

___________________________

ABN AMRO Bank N.V., as Agent
Asset Securitization, Structured Finance
Suite 725
135 South LaSalle Street
Chicago, Illinois  60674-9135
Attn:  Administrator-Windmill

[INSERT NAME AND ADDRESS OF EACH
  OTHER COMMITTED PURCHASER]

     Re: Receivables Sale Agreement dated as of December 21, 2001 (the "Sale

         Agreement") among PerkinElmer Receivables Company, as Seller,
                 PerkinElmer, Inc., as Initial Collection Agent,
                          ABN AMRO Bank N.V., as Agent,
                          and the Purchasers thereunder

Ladies and Gentlemen:

         The Agent under the above referenced Sale Agreement hereby notifies
each of you that Windmill has notified the Agent pursuant to Section 2.2 of the
Sale Agreement that it will purchase from the Committed Purchasers on
________________ (the "Purchase Date") that portion of the Committed Purchasers'
Investments identified on Schedule I hereto (the "Assigned Interest"). As
further provided in Section 2.2 of the Sale Agreement, upon payment by Windmill
to the Agent of the purchase price of such Investments described on Schedule I
hereto, effective as of the Purchase Date the assignment by the Committed
Purchasers to Windmill of the Assigned Interest shall be complete and all
payments thereon under the Sale Agreement shall be made to Windmill.



<PAGE>



         In accordance with the Sale Agreement, each Committed Purchaser's
acceptance of the portion of the purchase price payable to it described on
Schedule I hereto constitutes its representation and warranty that it is the
legal and beneficial owner of the portion of the Assigned Interest related to
its Purchase Interest identified on Schedule I free and clear of any Adverse
Claim created or granted by it and that on the Purchase Date it is not subject
to a Bankruptcy Event.

                                            Very truly yours,

                                            ABN AMRO BANK N.V., as Agent



                                            By
                                               Name_____________________________
                                               Title____________________________



                                            By
                                               Name_____________________________
                                               Title____________________________


                                      B-2

<PAGE>




                                   SCHEDULE I
                                       TO
                           NOTIFICATION OF ASSIGNMENT



                           Dated ______________, 200_




I.       Amount of Committed Purchaser Investment Assigned:  $________

II.      Information for each Committed Purchaser:

               PURCHASER        PURCHASE INTEREST            PURCHASE PRICE*





III.     Information for Seller:

         Aggregate amount of purchase price in excess of amount of Investment
assigned: $___________.


--------

* Calculated in accordance with Section 2.2.



                                       B-3
<PAGE>

                                    EXHIBIT C


                             FORM OF PERIODIC REPORT



<PAGE>


                                    EXHIBIT D


                  ADDRESSES AND NAMES OF SELLER AND ORIGINATORS

          1. Locations. (a) The chief executive office of the Seller and the
Originators are located at the following addresses:





No such address was different at any time since _______________, 2001.

         (b) The following are all the locations where the Seller and the
Originators directly or through its agents maintain any Records:

         Same as (a) above

          2. Names. The following is a list of all names (other than the legal
names set forth above) (including trade names or similar appellations) used by
the Seller and the Originators or any of its divisions or other business units
that generate Receivables:


<PAGE>


                                    EXHIBIT E


                          LOCK BOXES AND LOCK-BOX BANKS



                 BANK        LOCK-BOX NUMBERS         COLLECTION ACCOUNT






<PAGE>

                                    EXHIBIT F


                          TO RECEIVABLES SALE AGREEMENT


                             FORM OF LOCK BOX LETTER



[Name of Lock Box Bank]

Ladies and Gentlemen:

         Reference is made to the lock-box numbers _______________ in __________
and the associated lock-box demand deposit account number ____________
maintained with you (such lock-boxes and associated lock-box demand deposit
account, collectively, the "Accounts"), each in the name of [NAME OF ORIGINATOR]
("[___]"). [___] hereby confirms it has sold all Receivables (as defined below)
to PerkinElmer Receivables Company (the "Seller").

         In connection with the Receivables Sale Agreement, dated as of December
21, 2001 (as amended, supplemented or otherwise modified from time to time, the
"Receivables Sale Agreement"), among the Seller, the Initial Collection Agent,
Windmill Funding Corporation ("Windmill"), the financial institutions from time
to time party thereto (collectively, the "Committed Purchasers"), and ABN AMRO
Bank N.V., as agent (the "Agent") for Windmill, the Committed Purchasers
(collectively, the "Purchasers"), the Seller has assigned to the Agent for the
benefit of the Purchasers an undivided percentage interest in the accounts,
chattel paper, instruments or general intangibles (collectively, the
"Receivables") under which payments are or may hereafter be made to the
Accounts, and has granted to the Agent for the benefit of the Purchasers a
security interest in its retained interest in such Receivables. As is the
customary practice in this type of transaction, we hereby request that you
execute this letter agreement. All references herein to "we" and "us" refer to
[_____] and the Seller, jointly and severally. Your execution hereof is a
condition precedent to our continued maintenance of the Accounts with you.

         We hereby transfer exclusive dominion and control of the Accounts to
the Agent, subject only to the condition subsequent that the Agent shall have
given you notice that a Collection Agent Replacement Event has occurred and is
continuing under the Receivables Sale Agreement and of its election to assume
such dominion and control, which notice shall be in substantially the form
attached hereto as Annex A (the "Agent's Notice").

         At all times prior to the receipt of the Agent's Notice described
above, all payments to be made by you out of, or in connection with the
Accounts, are to be made in accordance with the instructions of the Seller or
its agent.

         We hereby irrevocably instruct you, at all times from and after the
date of your receipt of the Agent's Notice as described above, to make all
payments to be made by you out of, or in connection with, the Accounts directly
to the Agent, at its address set forth below its signature

<PAGE>

hereto or as the Agent otherwise notifies you, or otherwise in accordance with
the instructions of the Agent.

         We also hereby notify you that, at all times from and after the date of
your receipt of the Agent's Notice as described above, the Agent shall be
irrevocably entitled to exercise in our place and stead any and all rights in
connection with the Accounts, including, without limitation, (a) the right to
specify when payments are to be made out of, or in connection with, the Accounts
and (b) the right to require preparation of duplicate monthly bank statements on
the Accounts for the Agent's audit purposes and mailing of such statements
directly to an address specified by the Agent. At all times from and after the
date of your receipt of the Agent's Notice, neither we nor any of our affiliates
shall be given any access to the Accounts.

         The Agent's Notice may be personally served or sent by telex, facsimile
or U.S. mail, certified return receipt requested, to the address, telex or
facsimile number set forth under your signature to this letter agreement (or to
such other address, telex or facsimile number as to which you shall notify the
Agent in writing). If the Agent's Notice is given by telex or facsimile, it will
be deemed to have been received when the Agent's Notice is sent and the
answerback is received (in the case of telex) or receipt is confirmed by
telephone or other electronic means (in the case of facsimile). All other
notices will be deemed to have been received when actually received or, in the
case of personal delivery, delivered.

         By executing this letter agreement, you acknowledge the existence of
the Agent's right to dominion and control of the Accounts and its ownership of
and security interest in the amounts from time to time on deposit therein and
agree that from the date hereof the Accounts shall be maintained by you for the
benefit of, and amounts from time to time therein held by you as agent for, the
Agent on the terms provided herein. The Accounts are to be entitled "PerkinElmer
Receivables Company and ABN AMRO Bank N.V., as Agent for the Purchasers" with
the subline "[NAME OF ORIGINATOR]". Except as otherwise provided in this letter
agreement, payments to the Accounts are to be processed in accordance with the
standard procedures currently in effect. All service charges and fees in
connection with the Accounts shall continue to be payable by us under the
arrangements currently in effect.

         By executing this letter agreement, you (a) irrevocably waive and agree
not to assert, claim or endeavor to exercise, (b) irrevocably bar and estop
yourself from asserting, claiming or exercising and (c) acknowledge that you
have not heretofore received a notice, writ, order or other form of legal
process from any other party asserting, claiming or exercising, any right of
set-off, banker's lien or other purported form of claim with respect to the
accounts or any funds from time to time therein. Except for your right to
payment of your service charge and fees and to make deductions for returned
items, you shall have no rights in the Accounts or funds therein, except
deductions for service charges, fees and returned or misplaced items. To the
extent you may ever have any additional rights, you hereby expressly subordinate
all such rights to all rights of the Agent.

         You may terminate this letter agreement by canceling the Accounts
maintained with you, which cancellation and termination shall become effective
only upon thirty (30) days prior written notice thereof from you to the Agent in
the absence of fraud or abuse. Incoming mail

                                      F-2
<PAGE>

addressed to the Accounts (including, without limitation, any direct funds
transfer to the Accounts) received after such cancellation shall be forwarded in
accordance with the Agent's instructions. This letter agreement may also be
terminated upon written notice to you by the Agent stating that the Receivables
Sale Agreement is no longer in effect. Except as otherwise provided in this
paragraph, this letter agreement may not be terminated without the prior written
consent of the Agent.

         This letter agreement contains the entire agreement between the parties
with respect to the subject matter hereof, and may not be altered, modified or
amended in any respect, nor may any right, power or privilege of any party
hereunder be waived or released or discharged, except upon execution by you, us
and the Agent of a written instrument so providing. The terms and conditions of
any agreement between us and you (a "Lock-Box Service Agreement") (whether now
existing or executed hereafter) with respect to the lock-box arrangements, to
the extent not inconsistent with this letter agreement, will remain in effect
between you and us. In the event that any provision in this letter agreement is
in conflict with, or inconsistent with, any provision of any such Lock-Box
Service Agreement, this letter agreement will exclusively govern and control.
Each party agrees to take all actions reasonably requested by any other party to
carry out the purposes of this letter agreement or to preserve and protect the
rights of each party hereunder.

         In the event [___] becomes subject to a voluntary or involuntary
proceeding under the United States Bankruptcy Code, or if you are otherwise
served with legal process which you in good faith believe affects funds in the
Account you may suspend disbursements from the Account otherwise required by the
terms hereof until such time as you receive an appropriate court order or other
assurances satisfactory to you establishing that the funds may continue to be
disbursed according to the instructions contained in this Lock-Box Letter.

         THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF __________. This letter agreement may be executed in
any number of counterparts and all of such counterparts taken together will be
deemed to constitute one and the same instrument.

         Please indicate your agreement to the terms of this letter agreement by
signing in the space provided below. This letter agreement will become effective
immediately upon execution of a counterpart of this letter agreement by all
parties hereto.

                                         Very truly yours,

                                         [NAME OF ORIGINATOR]



                                         By
                                            Title_______________________________


                                      F-3

<PAGE>

                                         PERKINELMER RECEIVABLES COMPANY



                                         By
                                            Title_______________________________

Accepted and confirmed as of
the date first written above:

ABN AMRO BANK N.V., as Agent



By___________________________

     Title___________________



By___________________________

     Title___________________


Address of notice:

         ABN AMRO Bank N.V.
         Structured Finance, Asset Securitization
         135 South LaSalle Street
         Chicago, Illinois  60674
         Attention:  Purchaser Agent-Windmill
         Telephone Number: (312) 904-6263
         Telecopy Number:  (312) 904-6376


Acknowledged and agreed to as of the date
first written above:


[NAME OF BANK]



By__________________________

     Title__________________


Address of notice:

____________________________

____________________________

____________________________


                                      F-4
<PAGE>



                                                                      ANNEX A TO
                                                                 LOCK-BOX LETTER


[Name of Bank]


         Re:            PerkinElmer Receivables Company
                        Lock Box Numbers ______________
                     Lock-Box Account Number ____________

Ladies and Gentlemen:

         Reference is made to the letter agreement dated _________________ (the
"Letter Agreement") among [NAME OF ORIGINATOR], PerkinElmer Receivables Company,
the undersigned, as Agent, and you concerning the above-described lock-boxes and
lock-box account (collectively, the "Accounts"). We hereby give you notice that
a Collection Agent Replacement Event has occurred and is continuing under the
Receivables Sale Agreement (as defined in the Letter Agreement) and of our
assumption of dominion and control of the Accounts as provided in the Letter
Agreement.

         We hereby instruct you not to permit any other party to have access to
the Accounts and to make all payments to be made by you out of or in connection
with the Accounts directly to the undersigned upon our instructions, at our
address set forth above.

                                            Very truly yours,

                                            ABN AMRO BANK N.V.



                                            By
                                               Title____________________________



                                            By
                                               Title____________________________


cc:      PerkinElmer Receivables Company



                                      F-5
<PAGE>

                                    EXHIBIT G


                          TO RECEIVABLES SALE AGREEMENT


                             COMPLIANCE CERTIFICATE

To:      ABN AMRO Bank N.V., as Agent, and
         each Purchaser

         This Compliance Certificate is furnished pursuant to Section
5.1(a)(iii) of the Receivables Sale Agreement, dated as of December 21, 2001 (as
amended, supplemented or otherwise modified through the date hereof, the "Sale
Agreement"), among PerkinElmer Receivables Company (the "Seller"), [NAME OF
INITIAL COLLECTION AGENT] (the "Initial Collection Agent"), the committed
purchasers from time to time party thereto (collectively, the "Committed
Purchasers") and Windmill Funding Corporation ("Windmill" and, together with the
Committed Purchasers, the "Purchasers") and ABN AMRO Bank N.V. as agent for the
Purchasers (in such capacity, the "Agent"). Terms used in this Compliance
Certificate and not otherwise defined herein shall have the respective meanings
ascribed thereto in the Sale Agreement.

         THE UNDERSIGNED HEREBY REPRESENTS, WARRANTS, CERTIFIES AND CONFIRMS
THAT:

                    1. The undersigned is a duly elected Designated Financial
         Officer of the undersigned.

                    2. Attached hereto is a copy of the financial statements
         described in Section 5.1(a)(i) or 5.1(a)(ii) of the Sale Agreement.

                    3. The undersigned has reviewed the terms of the Transaction
         Documents and has made, or caused to be made under his/her supervision,
         a detailed review of the transactions and the conditions of the Seller
         and the Originators during and at the end of the accounting period
         covered by the attached financial statements.

                    4. The examinations described in paragraph 3 hereof did not
         disclose, and the undersigned has no knowledge of, the existence of any
         condition or event which constitutes a Potential Termination Event,
         during or at the end of the accounting period covered by the attached
         financial statements or as of the date of this Compliance Certificate,
         except as set forth below.

                    5. Based on the examinations described in paragraph 3
         hereof, the undersigned confirms that the representations and
         warranties contained in Article IV of the Sale Agreement are true and
         correct as though made on the date hereof, except as set forth below.

<PAGE>

         Described below are the exceptions, if any, to paragraphs 4 and 5
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action the undersigned has taken, is taking or
proposes to take with respect to each such condition or event:





         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this Compliance
Certificate in support hereof, are made and delivered this ____ day of
___________, 200__.

                                             PERKINELMER, INC.



                                             By
                                                Designated Financial Officer



                                      F-2


</TEXT>
</DOCUMENT>
