Clifford Chance









Exhibit 10.39




 




 




	

   


  	

  The Royal Bank


  
	

   


  	

  of Scotland


  
	

   


  	

   


  
	

   


  	

  Leveraged Finance


  
	

   


  	

  Level 7


  
	

   


  	

  135 Bishopsgate


  
	

   


  	

  London EC2M 3UR


  
	

   


  	

   


  
	

   


  	

  Telephone:   020 7375 5000


  
	

   


  	

  Facsimile:    020 7375 4003


  
	

   


  	

  Website:      www.rbs.co.uk


  





 




 




	

  To:


  	

   


  	

  Inverness Medical Innovations, Inc. (the “Parent

  Guarantor”)


  
	

   


  	

   


  	

  as agent of each Borrower (as defined in

  the Senior Credit Agreement as defined below)


  
	

   


  	

   


  	

   


  	

  28 March, 2002


  





 




Dear

Sirs




Credit agreement (as

amended from time to time) (the “Senior Credit Agreement”) dated 20 December

2001 made between the Parent Guarantor, Inverness Medical Switzerland GmbH,

certain banks and The Royal Bank of Scotland plc as lead arranger, facility

agent, issuing bank and overdraft bank.




Unless

otherwise defined herein capitalised terms used in this letter shall have the

meaning specified in the Senior Credit Agreement.




We, The

Royal Bank of Scotland plc, write to you in our capacity as Facility Agent for

and on behalf of the Finance Parties.




The

Parent Guarantor has requested that the Facility Agent consent to certain

amendments to the Senior Credit Agreement and we are writing to confirm the

terms upon which the Facility Agent, on behalf of all of the Finance Parties,

has agreed to such amendments.




1.                                 Amendments




Upon countersignature by you of this letter, the

Senior Credit Agreement shall be amended as set out below:-




1.1                           Clause 14.4.1 shall be amended

by:




1.1.1                            in paragraph (a), on the first

line under the heading ‘Column A Period’, deleting the words “1 January 2002 to

31 March 2002” and under the heading ‘Column B Ratio’, deleting the ratio

“3.90:1”;




1.1.2                            in paragraph (b) deleting, in

the third line, the words “31 March 2002” and replacing them with the words “30

June 2002”; and




1.1.3                             in paragraph (c), on the first

line under the heading ‘Column A Period’ deleting the words “31 March 2002”,

and under the heading ‘Column B Ratio’, deleting the ratio “3.60:1”.




 





























 




2.                                 Effectiveness of the Senior Credit

Agreement




Save as expressly amended hereby, the Senior Credit

Agreement shall remain in full force and effect in accordance with its terms

and nothing contained herein shall prejudice any of the rights of the Finance

Parties under the Financing Documents nor shall be deemed to be a waiver of any

breach or potential breach by the Parent Guarantor or the Borrower under the

Senior Credit Agreement.




3.                                 Costs and Expenses




The

Parent Guarantor shall reimburse the Facility Agent from time to time for all

costs and expenses (including reasonable legal fees and value added tax

thereon) incurred by it in the preparation, negotiation, execution and

enforcement of this letter and in connection with the preservation of its

rights hereunder.




4.                                 Financing Document




Upon execution

by the Parent Guarantor this letter shall be a Financing Document as defined in

the Senior Credit Agreement.




5.                                 Incorporation of Terms




The

provisions of Clause 25 (Law and Jurisdiction) of the Senior Credit

Agreement shall be incorporated into this letter as if set out in full in this

letter and as if references in those clauses to “this Agreement” or “the

Financing Documents” are references to this letter.




6.                                 Counterparts




This

letter may be executed in any number of counterparts, and this has the same

effect as if the signatures on the counterparts were on a single copy of this

letter.




 




Yours faithfully




 




	

  /s/ Denise

  Hepworth


  	

   


  
	

  for and on

  behalf of


  
	

  THE ROYAL BANK OF

  SCOTLAND plc


  
	

  for and on

  behalf of


  
	

  the Finance

  Parties


  





 




 




 




 




We

hereby accept and agree to the terms and conditions of this letter of which

this is a duplicate.




 




2





























 




	

  /s/ Ron Zwanziger


  	

   


  
	

  for and on behalf of


  	

   


  
	

  INVERNESS MEDICAL INNOVATIONS, INC.


  	

   


  
	

  for and on behalf of itself and


  	

   


  
	

  INVERNESS MEDICAL SWITZERLAND GmbH


  	

   


  
	

   


  	

   


  
	

  Date:


  	

  March 28, 2002