Exhibit 10.1


SIXTH AMENDMENT TO THIRD AMENDED AND 

RESTATED CREDIT AGREEMENT


THIS SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of May 3, 2006 (this “Amendment”), to the Third Amended and
Restated Credit Agreement, dated as of June 30, 2005 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and
among General Electric Capital Corporation (in its individual capacity, “GE
Capital”), as Agent (in such capacity, “Agent”), Inverness Medical Innovations,
Inc. (“Innovations”), Wampole Laboratories, LLC and Inverness Medical
(UK) Holdings Limited, as borrowers (“Borrowers”), the other Credit
Parties signatory thereto, Merrill Lynch Capital, a division of Merrill Lynch
Business Financial Services Inc., as documentation agent, co-syndication agent
and lender, UBS Securities LLC, as co-syndication agent, and the lenders
signatory thereto from time to time (collectively, the “Lenders”).


W  I  T  N  E
S  S  E  T  H


WHEREAS, Lenders have requested, and Borrowers have agreed, to amend
the Credit Agreement such that any further amendment to the Credit Agreement
with respect to Section 8.2(c) thereof shall require full Lender consent.


NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


1.             Definitions.  Capitalized terms not otherwise defined
herein (including the Recitals) shall have the meanings ascribed to them in the
Credit Agreement.


2.             Amendments to Credit
Agreement.


(a)           Amendment
to Section 8.2(c) of the Credit Agreement. 
As of the Sixth Amendment Effective Date (as hereinafter defined), Section
8.2(c) of the Credit Agreement is hereby amended by deleting such section
in its entirety and replacing it with the following:


“(c)         On the first day on which an Event of
Default described in Sections 8.1(h) or (i) shall occur in
respect of any Credit Party or immediately upon acceleration of all or part of
the Obligations in accordance with the terms hereof, Lenders shall
automatically and without further act be deemed to have purchased
participations in each of the US Term Loan, the US Revolving Loan and the
European Revolving Loan such that as a result of such deemed purchases, each
Lender shall hold an interest in each of the Loans (including principal,
interest and fee obligations of each Borrower in respect of each such Loan),
whether or not such Lender shall previously have participated therein, equal to
such Lender’s Reallocation Percentage thereof. 
Each Lender, each Person acquiring a 









 



 


participation
from any Lender as contemplated by Section 9.1, each Borrower and each
other Credit Party hereby consents to the Reallocation Exchange.”


(b)           Amendment
to Section 11.2(c) of the Credit Agreement. 
As of the Sixth Amendment Effective Date, Section 11.2(c) of the
Credit Agreement is hereby amended by deleting the word “and” after clause “(vi)”
therein and inserting a new clause “(viii)” at the end of the first sentence thereof
as follows:


“and, (viii) amend or
waive Section 8.2(c) (which shall be deemed to affect all Lenders).”


3.             Representations and
Warranties.  To induce Agent and
Requisite Lenders to enter into this Amendment, the Credit Parties hereby,
jointly and severally, represent and warrant that:


(a)           The
execution, delivery and performance by each Credit Party of this Amendment and
the performance of the Credit Agreement, as amended by this Amendment (the “Amended
Credit Agreement”): (i) are within such Person’s corporate, company or
partnership power, as applicable; (ii) have been (or will be prior to
execution thereof) duly authorized by all necessary corporate, limited
liability company or limited partnership action; (iii) do not contravene
any provision of such Person’s charter, bylaws or equivalent constitutive
documents or partnership or operating agreement, as applicable; (iv) do
not violate any law or regulation, or any order or decree of any court or
Governmental Authority; (v) do not conflict with or result in the breach
or termination of, constitute a default under or accelerate or permit the
acceleration of any performance required by, any indenture, mortgage, deed of
trust, lease, agreement or other instrument to which such Person is a party or
by which such Person or any of its property is bound; (vi) do not result
in the creation or imposition of any Lien upon any of the property of such
Person, other than a Lien in favor of Agent; and (vii) do not require the
consent or approval of any Governmental Authority or any other Person except
those which will have been duly obtained, made or complied with prior to the
Sixth Amendment Effective Date.


(b)           This
Amendment has been duly executed and delivered by or on behalf of each of the
Credit Parties.


(c)           This Amendment
and the Amended Credit Agreement constitutes a legal, valid and binding
obligation of each of the Credit Parties, enforceable against each of them in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, fraudulent conveyance or transfer or other laws affecting creditors’
rights generally or by equitable principals of general applicability.


4.             No
Amendments/Waivers/Consents.  Except
as expressly provided herein (a) the Credit Agreement and the other Loan
Documents shall be unmodified and shall continue to be in full force and effect
in accordance with their terms, (b) the consents and agreements of the Agent
and Requisite Lenders set forth herein shall be limited strictly as written and
shall not constitute a consent or agreement to any transaction not specifically
described in connection with any such consent and/or agreement, and (c) this
Amendment shall not be deemed a waiver of any term or condition of any Loan
Document and shall not be deemed to prejudice any right or rights 



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which Agent or any Lender may now have or may have in
the future under or in connection with any Loan Document or any of the
instruments or agreements referred to therein, as the same may be amended from
time to time.


5.             Affirmation of Obligations.  Each of the Credit Parties hereby
acknowledges, agrees and affirms (a) its obligations under the Credit Agreement
and the other Loan Documents, including, without limitation, its guaranty
obligations thereunder, if applicable, (b) that such guaranty shall apply to
the Obligations in accordance with the terms thereof, (c) the grant of the
security interest in all of its assets pursuant to the Loan Documents, if
applicable, and (d) that such liens and security interests created and granted
are valid and continuing and secure the Obligations in accordance with the
terms thereof.


6.             Outstanding Indebtedness.  Each of Borrowers and the other Credit
Parties hereby acknowledges and agrees that as of May 2, 2006, (a) the
outstanding balance of the European Revolving Loan is $28,000,000, (b) the
outstanding balance of the US Revolving Loan is $13,000,000, (c) the
outstanding balance of the US Term Loan is $45,000,000, and (d) the
outstanding balance of the European Term Loan is $0.


7.             Effectiveness.  Upon satisfaction in full in the judgment of
Agent of each of the following conditions, this Amendment shall be deemed
effective as of May 3, 2006 (the “Sixth Amendment Effective Date”):


(a)           Amendment.  Agent shall have received four (4) original
signature pages to this Amendment, duly executed and delivered by Agent,
Requisite Lenders, and each of the Credit Parties.


(b)           Representations
and Warranties.  The representations
and warranties of or on behalf of each of the Credit Parties in this Amendment
shall be true and correct on and as of the Sixth Amendment Effective Date.


8.             GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


9.             Counterparts.  This Amendment may be executed by the parties
hereto on any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


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IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.


	
  

  	
  BORROWERS

  
	
   

  	
   

  	
   

  
	
   

  	
  WAMPOLE LABORATORIES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name: David Teitel

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  INVERNESS MEDICAL (UK) HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name: David Teitel

  
	
   

  	
  Title: Authorized Signatory

  



 



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  AGENT AND LENDERS

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION, as Agent and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Cosgrove

  
	
   

  	
   

  	
  Duly Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL, a division of Merrill Lynch
  Business Financial Services Inc.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Illegible

  
	
   

  	
   

  	
  Duly Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  UBS AG, CAYMAN ISLANDS BRANCH, as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  
	
   

  	
   

  	
  Duly Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L. Tavrow

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 



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The following Persons are signatories to this Amendment in their
capacity as Credit Parties and not as Borrowers.


 


	
  

  	
  APPLIED BIOTECH, INC.

  
	
   

  	
  ADVANTAGE DIAGNOSTICS CORPORATION

  
	
   

  	
  FOREFRONT DIAGNOSTICS, INC.

  
	
   

  	
  INVERNESS MEDICAL INTERNATIONAL HOLDING CORP.

  
	
   

  	
  INVERNESS MEDICAL INTERNATIONAL HOLDING CORP. II

  
	
   

  	
  INVERNESS MEDICAL, INC.

  
	
   

  	
  INNOVATIONS RESEARCH, LLC

  
	
   

  	
  ISCHEMIA TECHNOLOGIES, INC.

  
	
   

  	
  IVC INDUSTRIES, INC.

  
	
   

  	
  INNOVACON, INC.

  
	
   

  	
  OSTEX INTERNATIONAL, INC.

  
	
   

  	
  SELFCARE TECHNOLOGY, INC.

  
	
   

  	
  BINAX, INC.

  
	
   

  	
  INVERNESS MEDICAL — BIOSTAR, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name:

  	
  David Teitel

  
	
   

  	
  Title:

  	
  Vice President — Finance, Vice President — Finance, 

  
	
   

  	
   

  	
  Vice President — Finance, President, President, 

  
	
   

  	
   

  	
  Vice President — Finance, Vice President — Finance,

  
	
   

  	
   

  	
  Vice President — Finance, Vice President — Finance, 

  
	
   

  	
   

  	
  Vice President — Finance, Vice President — Finance,

  
	
   

  	
   

  	
  Vice President — Finance, Vice President — Finance,

  
	
   

  	
   

  	
  Vice President — Finance, respectively

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNIPATH ONLINE, INC.

  
	
   

  	
  By:

  	
  /s/ Jay McNamare

  
	
   

  	
   

  	
  Name: Jay McNamara

  
	
   

  	
   

  	
  Title: Assistant Clerk

  
				



 









 



 


 


	
  

  	
  CAMBRIDGE DIAGNOSTICS IRELAND LIMITED

  
	
   

  	
  DMD, DIENSTLEISTUNGEN & VERTRIEB FÜR MEDIZIN UND
  DIAGNOSTIK GMBH

  
	
   

  	
  INVERNESS MEDICAL CANADA, INC.

  
	
   

  	
  INVERNESS MEDICAL EURASIA LIMITED

  
	
   

  	
  INVERNESS MEDICAL FRANCE SAS

  
	
   

  	
  INVERNESS MEDICAL GERMANY GMBH

  
	
   

  	
  SCANDINAVIAN MICRO BIODEVICES APS

  
	
   

  	
  STIRLING MEDICAL INNOVATIONS LIMITED INVERNESS
  MEDICAL SWITZERLAND GMBH

  
	
   

  	
  UNIPATH DIAGNOSTICS GMBH

  
	
   

  	
  INVERNESS MEDICAL DEUTSCHLAND GMBH

  
	
   

  	
  INVERNESS MEDICAL JAPAN, LTD.

  
	
   

  	
  INVERNESS MEDICAL IBERICA, S.A.

  
	
   

  	
  INVERNESS MEDICAL SPAIN, S.L.U.

  
	
   

  	
  UNIPATH LIMITED

  
	
   

  	
  IVD MANAGEMENT LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Duane L. James

  
	
   

  	
  Name:

  	
  Duane L. James

  
	
   

  	
  Title:

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  Authorized Person, Authorized Person,

  
	
   

  	
   

  	
  respectively

  
	
   

  	
   

  	
   

  
	
   

  	
  INVERNESS MEDICAL INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay McNamara

  
	
   

  	
  Name:

  	
  Jay McNamara

  
	
   

  	
  Title:

  	
  Assistant Secretary

  
					



 



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  .

  	
  INVERNESS MEDICAL INNOVATIONS, INC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 



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