Exhibit 10.2


SEVENTH AMENDMENT AND CONSENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT


SEVENTH AMENDMENT AND CONSENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of October 6, 2006 (this “Amendment”), to the Third
Amended and Restated Credit Agreement, dated as of June 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among General Electric Capital Corporation, as Agent
(in such capacity, “Agent”), Inverness Medical Innovations, Inc. (“Innovations”),
Wampole Laboratories, LLC (“US Borrower”) and Inverness Medical (UK)
Holdings Limited (“European Borrower”, together with US Borrower,
collectively, “Borrowers”), the other Credit Parties signatory thereto,
Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services
Inc., as documentation agent and 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, Borrowers have notified Agent that Inverness Medical
Switzerland, GmbH (“Swissco”) desires to acquire (the “BBI Stock
Purchase”) ordinary shares of 2.5 pence in the share capital of (“BBI
Stock”) of BBI Holdings PLC, a UK public company organized under the laws
of England and Wales (“BBI”), at a per share price not to exceed 125
pence, substantially in accordance with the Heads of Agreement dated by and
among Swissco and BBI, a draft of which has previously been provided to Agent
and is attached hereto as Exhibit A (the “Agreement”);


WHEREAS, it is contemplated that the BBI Stock Purchase is to be paid
for by way of a convertible loan agreement pursuant to which an amount not to
exceed ₤ 7.5 million is to be loaned (the “Loan”) to BBI and
maintained in a segregated interest bearing account until the earlier of (i)
such time as the Loan is converted into BBI Stock and (ii) the Loan or a
portion thereof (together with interest thereon) is required to be repaid to
Swissco, in each case, on the terms and conditions set forth in the Agreement and
the convertible loan agreement referred to therein (the “Convertible Loan
Agreement”);


WHEREAS, the Loan and the BBI Stock Purchase are prohibited by Section 6.2
of the Credit Agreement;


WHEREAS, Borrowers have requested that Agent and Requisite Lenders consent
to the Loan and the BBI Stock Purchase on the terms and subject to the
conditions set forth herein;


WHEREAS, Borrowers have also requested that Agent and Requisite Lenders
consent to either the formation or acquisition of certain subsidiaries under
the circumstances described herein; and


WHEREAS, Agent and Requisite Lenders have agreed to consent to the Loan
and the BBI Stock Purchase and the formation or acquisition of such
subsidiaries in the manner, and on the terms and conditions, provided for herein.



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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 in the recitals, shall have the meanings ascribed to them in
the Credit Agreement.


2.             Amendments to Credit
Agreement.


(a)           Amendment
to Section 6.2 of the Credit Agreement. 
Section 6.2(l) of the Credit Agreement is hereby amended as
of the Seventh Amendment Effective Date (as hereinafter defined) by deleting
such clause (l) in its entirety and inserting in lieu thereof a new clause (l)
to read as follows:


“(l) the
Credit Parties may make investments in and/or loans to Abon and China Newco in
an aggregate amount not to exceed $5,000,000 at any one time outstanding.”


(b)           Amendment
to Section 11.19 of the Credit Agreement. 
Section 11.19 of the Credit Agreement is hereby amended as
of the Seventh Amendment Effective Date by deleting such section in its
entirety and inserting in lieu thereof a new section to read as follows:


“11.19                     Negative Pledge.  Each of the Excluded Subsidiaries, other than
Inverness Medical (Shanghai) Co., Ltd., hereby covenants and agrees with Agent
and Lenders that such Person shall not (a) create, incur, assume or permit to
exist any Indebtedness other than (i) Indebtedness existing on the Closing Date
listed on Disclosure Schedule 11.19(a), (ii) refinancings thereof or
amendments or modifications thereto that do not have the effect of increasing
the principal amount thereof or changing the amortization thereof (other than
to extend the same) and that are otherwise on terms and conditions no less
favorable to such Person, as determined by Agent in good faith, than the terms
of the Indebtedness being refinanced, amended or modified, (iii) Indebtedness
owing to Credit Parties to the extent permitted to be advanced by the Credit
Parties pursuant to Section 6.2(h), (iv) in the case of Orgenics only,
other Indebtedness; provided  that the aggregate combined amount
of all outstanding Indebtedness of Orgenics shall not exceed $5,000,000 (or the
Equivalent Amount thereof) at any time; (v) in the case of Abon only, on
or after the Acon New Facility Closing Date, (A) Indebtedness owing to the
Credit Parties to the extent contemplated by Section 6.2(l) and (B) the
NF Indebtedness; and (vi) in the case of Singapore Newco only, Indebtedness
owing to the Credit Parties to the extent permitted by Section 6 of the
Seventh Amendment, or (b) create, incur, assume or permit to exist any Lien on
or with respect to any of its other properties or assets (whether now owned or
hereafter acquired) except for (i) Permitted Encumbrances; (ii) Liens in
existence on the date hereof and summarized on Disclosure Schedule 11.19(b)
securing the Indebtedness described on Disclosure Schedule 11.19(a);
(iii) permitted refinancings, extension and renewals thereof, including
extensions or renewals of



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any such
Liens; provided  that the principal amount of the Indebtedness so
secured is not increased and the Lien does not attach to any other property;
(iv) in the case of Orgenics only, Liens securing the Indebtedness permitted by
clause (a)(iv) above; and (v) in the case of Abon only, Liens solely on the
assets of Abon securing the NF Indebtedness permitted by clause (a)(v) above.”


(c)           Amendment
to Annex A of the Credit Agreement.  Annex
A of the Credit Agreement is hereby amended as of the Seventh Amendment
Effective Date by deleting the word “and” before clause (l) in the definition
of “Excluded European Subsidiaries” and adding “, (m) China Newco and (n)
Singapore Newco until such time as Singapore Newco becomes a European Credit
Party under the Credit Agreement” at the end of such clause (l) therein.


(d)           Amendment
to Annex A of the Credit Agreement.  Annex
A of the Credit Agreement is hereby further amended as of the Seventh
Amendment Effective Date as by inserting the following new definitions therein
in appropriate alphabetical order:


‘“China Newco” means a Person to be acquired or formed by
[Swissco] in accordance with the terms of Section 5 of the Seventh
Amendment.


“Seventh
Amendment” means the Seventh Amendment and Consent to Third Amended and
Restated Credit Agreement dated as of October 6, 2006.


“Singapore
Newco” means a Person to be acquired or formed by [Swissco] in accordance
with the terms of Section 6 of the Seventh Amendment.”


3.             BBI Consent.  Notwithstanding anything to the contrary
contained in Section 6.2 of the Credit Agreement, as of the Seventh
Amendment Effective Date, Agent and Requisite Lenders hereby consent to the
consummation of the Loan and the BBI Stock Purchase substantially in accordance
with the Agreement and the Convertible Loan Agreement and agree that neither
the consummation of the Loan nor the consummation of the BBI Stock Purchase
shall constitute a breach of the Credit Agreement or the other Loan Documents; provided,
that (i) the purchase price for the BBI Stock shall not exceed ₤ 7.5
million, (ii) within thirty (30) days of the BBI Stock Purchase, if applicable,
unless otherwise agreed to by Agent in its sole discretion, Agent shall have
received (a) a pledge of all of the BBI Stock acquired in the BBI Stock
Purchase pursuant to a pledge agreement, in form and substance satisfactory to
Agent, to be entered into between Swissco and Agent, together with, to the
extent such Stock is certificated, original certificates representing such BBI
Stock (with duly executed, undated stock powers) and (b) a legal opinion in
respect of such pledge in form and substance satisfactory to Agent,
(iii) prior to making the Loan, Swissco and BBI shall have entered into
the Convertible Loan Agreement, which agreement shall have the terms and conditions
outlined in the Agreement and shall otherwise be in form and substance
satisfactory to Agent, (iv) Agent shall have received a first priority security
interest in the Convertible Loan Agreement and BBI shall have acknowledged and
consented to such security interest, in each case, on terms and conditions
satisfactory to Agent, and (v) the Loan shall be repaid in full (together with
interest thereon in accordance with the terms of the Convertible Loan
Agreement) and/or the BBI Stock Purchase shall have been consummated on or
before March 31, 2007.



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4.             BBI Covenants.  Without limiting any provisions contained in
any other Loan Document, each of the Credit Parties hereby agrees that it shall
not incur any Guaranteed Indebtedness on behalf of BBI or otherwise provide any
credit support to BBI.


5.             Formation/Acquisition of
China Subsidiary Consent.  As of the
Seventh Amendment Effective Date, Agent and Requisite Lenders hereby consent to
either (a) the formation by Swissco of a wholly-owned Subsidiary or (b) the acquisition
by Swissco of 100% of the Stock of an existing shell corporation organized
under the laws of China (in either case, the “China Subsidiary”) in
accordance with applicable law and agree that such formation or acquisition, as
applicable, shall not constitute a breach of the Credit Agreement or the other
Loan Documents, provided, however, that, notwithstanding anything
to the contrary contained in any Loan Document, (i) the China Subsidiary shall
be an Excluded Subsidiary, (ii) none of the Credit Parties, nor any
Excluded Subsidiary, shall pay, contribute, transfer, lend or otherwise provide
any monies or assets (other than as permitted by Section 6.2 of the
Credit Agreement, as amended by this Amendment) to the China Subsidiary,
(iii) if the China Subsidiary is acquired, the purchase price therefore
shall not exceed $1,000 and (iv) at the time of acquisition of the China
Subsidiary, if applicable, the China Subsidiary shall have no assets (other
than deminimus assets necessary for its existence) and no liabilities
(including contingent liabilities).


6.             Formation of Singapore
Subsidiary Consent.  As of the
Seventh Amendment Effective Date, Agent and Requisite Lenders hereby consent to
either (a) the formation by Swissco of a wholly-owned Subsidiary or (b) the
acquisition by Swissco of 100% of the Stock of an existing shell corporation
organized under the laws of Singapore (in either case, the “Singapore
Subsidiary”) in accordance with applicable law and agree that such
formation or acquisition, as applicable, shall not constitute a breach of the
Credit Agreement or the other Loan Documents, provided, however,
that, notwithstanding anything to the contrary contained in any Loan Document,
(i) the Singapore Subsidiary shall be an Excluded Subsidiary until such time as
the requirements of Section 7 herein have been satisfied, (ii) none
of the Credit Parties, nor any Excluded Subsidiary, shall pay, contribute,
transfer, lend, guarantee obligations on behalf of or otherwise provide any
monies or assets or credit support (other than the minimum assets required in
connection with the formation, if applicable, of the Singapore Subsidiary and
other assets, loans, support or other amounts not to exceed $1,000,000 in the
aggregate per Fiscal Year) to the Singapore Subsidiary on or before the date
that each of the requirements set forth in Section 7 have been satisfied
as determined by Agent in its sole discretion, (iii) if the Singapore
Subsidiary is acquired, the purchase price therefore shall not exceed $1,000
and (iv) at the time of acquisition of the Singapore Subsidiary, if
applicable, the Singapore Subsidiary shall have no assets (other than deminimus
assets necessary for its existence) and no liabilities (including contingent
liabilities).


7.             Agreement by Borrowers
and Other Credit Parties Regarding the Singapore Subsidiary.  The Borrowers and each of the other Credit
Parties hereby acknowledge and agree that, on or prior to the earlier of (i)
the date which it is reasonably determined that the contemplated joint venture
with Proctor & Gamble will not be consummated and (ii) March 31, 2007:


(a)           Joinder.  Unless otherwise agreed to by Agent in its
sole discretion, Agent shall have received a joinder agreement, in form and
substance satisfactory to Agent, duly 



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executed by the Singapore Subsidiary to which, inter  alia, the
Singapore Subsidiary joins the Credit Agreement and the other Loan Documents as
a European Credit Party.


(b)           Guaranty.  Unless otherwise agreed to by Agent in its
sole discretion, Agent shall have received a guaranty, in form and substance
satisfactory to Agent, duly executed by the Singapore Subsidiary, pursuant to
which the Singapore Subsidiary guaranties the Obligations of the European
Credit Parties under the Loan Documents.


(c)           Security
Interest and Code (or Foreign Equivalent) Filings.


(i)         Unless
otherwise agreed to by Agent in its sole discretion, the Singapore Subsidiary
shall have granted a valid first priority perfected security interest (subject
to Permitted Encumbrances) in all of its assets to secure the Obligations of
the European Credit Parties and shall have executed all documents (including
financing statements under the Code (or foreign equivalent) and other
applicable documents under the laws of any jurisdiction with respect to the perfection
of Liens in form and substance reasonably acceptable to Agent) as Agent may
request in order to perfect its security interest in such assets.


(ii)        Unless
otherwise agreed to by Agent in its sole discretion, the Singapore Subsidiary
shall provide copies of Code (or the foreign equivalent thereof) search reports
listing all effective financing statements (or equivalent information) that
name the Singapore Subsidiary as debtor, together with copies of such financing
statements (or equivalent information), none of which shall cover the assets of
the Singapore Subsidiary.


(d)           Pledge
Agreement.  Unless otherwise agreed
to by Agent in its sole discretion, Agent shall have received a pledge of one
hundred percent (100%) of the outstanding equity interests of the Singapore
Subsidiary (the “Singapore Subsidiary Stock”) pursuant to a pledge
agreement, in form and substance satisfactory to Agent, to be entered into
between Swissco and Agent, together with, to the extent such Stock is
certificated, original certificates representing 100% of the issued and
outstanding Singapore Subsidiary Stock (with duly executed, undated stock
powers).


(e)           Cash
Management.  Unless otherwise agreed
to by Agent in its sole discretion, Agent shall have received tri-party blocked
account agreements, in form and substance reasonably satisfactory to Agent,
duly executed and delivered by the Singapore Subsidiary and each bank where the
Singapore Subsidiary has established a deposit or disbursement account (other
than payroll accounts), in accordance with the requirements set forth in Section
1.8 and Annex C of the Credit Agreement.


(f)            Schedules.  Unless otherwise agreed to by Agent in its
sole discretion, Agent shall have received updated Schedules to the Credit
Agreement and such other Loan Documents as may be required in connection with
the joinder of the Singapore Subsidiary to reflect the joinder of the Singapore
Subsidiary to such agreements, in form and substance satisfactory to Agent.


(g)           Organizational
Documents and Good Standing.  Unless
otherwise agreed to by Agent in its sole discretion, Agent shall have received
a copy of the Singapore Subsidiary’s (i) organizational documents and all
amendments thereto and (ii) good standing



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certificates or the foreign equivalent and certificates
of qualification to conduct business in each jurisdiction where its ownership
or lease of property or the conduct of its business requires such
qualification, each dated a recent date and certified by the applicable
authorized Governmental Authority.


(h)           Bylaws and
Resolutions.  Unless otherwise agreed
to by Agent in its sole discretion, Agent shall have received a copy of (i) the
Singapore Subsidiary’s bylaws (or foreign equivalent thereof) and all
amendments thereto, (ii) to the extent required under applicable law,
resolutions of Swissco’s board of directors and stockholders, approving and
authorizing the formation or acquisition, as applicable, of the Singapore
Subsidiary and its pledge of the equity of the Singapore Subsidiary, and (iii)
resolutions of the Singapore Subsidiary’s board of directors approving and
authorizing the execution, delivery and performance of the Loan Documents to
which the Singapore Subsidiary is, or will be a party to and the transactions
to be consummated in connection therewith, certified by an authorized officer
of the Singapore Subsidiary (after giving effect to the Singapore Subsidiary’s
formation) as being in full force and effect without any modification or
amendment as of the date the Singapore Subsidiary joins the Credit Agreement as
a European Credit Party.


(i)            Incumbency.  Unless otherwise agreed to by Agent in its
sole discretion, Agent shall have received a signature and incumbency
certificate of the officers of the Singapore Subsidiary executing any Loan
Document or joinder thereto, certified by an officer of the Singapore
Subsidiary as being true, accurate, correct and complete in all respects.


(j)            Opinion
of Counsel.  Unless otherwise agreed
to by Agent in its sole discretion, Agent shall have received legal opinions of
counsel acceptable to Agent, which shall provide (subject to customary
qualifications) that (i) the Loan Documents have been duly authorized, executed
and delivered by, and are enforceable against the Singapore Subsidiary (and, in
respect of the pledge of Stock of the Singapore Subsidiary by [Swissco],
[Swissco]), and (ii) such other opinions as Agent may reasonably request, all
in form and substance satisfactory to Agent.


(k)           Appointment
of Agent for Service of Process. 
Agent shall have received evidence that the Connecticut office of CT
Corporation has been appointed as agent for service of process for the
Singapore Subsidiary.


The Borrowers and each of
the other Credit Parties hereby acknowledge and agree that the failure to
satisfy any of the deliveries or conditions set forth above in this Section
7 on or prior to the date such documents are required to be delivered as
set forth above, shall constitute an immediate Event of Default under the
Credit Agreement.


8.             Remedies.  This Amendment shall constitute a Loan
Document.  The breach by any Credit Party
of any representation, warranty, covenant or agreement in this Amendment shall
constitute an immediate Event of Default hereunder and under the other Loan
Documents.



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9.             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; (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 Seventh 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.


(d)           No Default or
Event of Default has occurred and is continuing or would result after giving
effect to the provisions of this Amendment.


(e)           No action,
claim or proceeding is now pending or, to the knowledge of any Credit Party,
threatened against such Credit Party, at law, in equity or otherwise, before
any court, board, commission, agency or instrumentality of any foreign,
federal, state, or local government or of any agency or subdivision thereof, or
before any arbitrator or panel of arbitrators, which (i) challenges any
Credit Party’s right or power to enter into or perform any of its obligations
under this Amendment or any other Loan Document to which it is or will be, a
party, or the validity or enforceability of this Amendment, the Amended Credit
Agreement or any Loan Document or any action taken thereunder, or (ii) has
a reasonable risk of being determined adversely to any Credit Party and that,
if so determined, could reasonably be expected to have a Material Adverse
Effect after giving effect to this Amendment.


(f)            The
representations and warranties of the Credit Parties contained in the Amended
Credit Agreement and each other Loan Document shall, after giving effect
hereto, be true and correct on and as of (i) the date hereof, and (ii) the
Seventh Amendment Effective Date, in each case, with the same effect as if such
representations and warranties had 



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been made on and as of such date, except that any such
representation or warranty which is expressly made only as of a specified date
need be true only as of such date.


10.           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 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.


11.           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, (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 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.


12.           Outstanding Indebtedness;
Waiver of Claims.  Each of Borrowers
and the other Credit Parties hereby acknowledges and agrees that as of October
5, 2006, (a) the outstanding balance of the European Revolving Loan is $0, (b)
the outstanding balance of the US Revolving Loan is $0, (c) the outstanding
balance of the US Term Loan is $45,000,000, and (d) the outstanding balance of
European Term Loan is $0.  Borrowers and
each other Credit Party hereby waive, release, remise and forever discharge
Agent, Lenders and each other Indemnified Person from any and all claims,
suits, actions, investigations, proceedings or demands arising out of or in
connection with the Credit Agreement (collectively, “Claims”), whether
based in contract, tort, implied or express warranty, strict liability,
criminal or civil statute or common law of any kind or character, known or
unknown, which any Borrower or any other Credit Party ever had, now has or
might hereafter have against Agent or Lenders which relates, directly or
indirectly, to any acts or omissions of Agent, Lenders or any other Indemnified
Person on or prior to the Seventh Amendment Effective Date; provided,
that no Borrower nor any other Credit Party waives any Claim solely to the
extent such Claim relates to Agent’s or any Lender’s gross negligence or
willful misconduct.


13.           Expenses.  Borrowers hereby reconfirm their obligations
pursuant to Section 11.3 of the Credit Agreement to pay and reimburse
Agent for all reasonable costs and expenses (including, without limitation,
reasonable fees of counsel) incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment and all other documents
and instruments delivered in connection herewith.



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14.           Effectiveness.


(a)           Upon
satisfaction in full in the judgment of Agent of each of the following
conditions, this Amendment shall be deemed effective as of October 6, 2006 (the
“Seventh Amendment Effective Date”):


(i)         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.


(ii)        Payment of
Expenses.  Borrowers shall have paid
to Agent all costs, fees and expenses owing in connection with this Amendment
and the other Loan Documents and due to Agent (including, without limitation,
reasonable legal fees and expenses).


(iii)       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 date hereof.


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


16.           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.


[SIGNATURE PAGES FOLLOW]



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


	
  

  	
  BORROWERS

  
	
   

  	
   

  	
   

  
	
   

  	
  WAMPOLE LABORATORIES, LLC

  
	
   

  	
  INVERNESS MEDICAL (UK) HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name:

  	
  David Teitel

  
	
   

  	
  Title:

  	
  Vice President, Authorized Signatory

  



 









 



 


	
  

  	
  AGENT AND LENDERS

  
	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL

  
	
   

  	
  CORPORATION, as Agent and a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Moore

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 


 









 



 


	
  

  	
  MERRILL LYNCH CAPITAL, a division of Merrill

  
	
   

  	
  Lynch Business Financial Services Inc., asa Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Illegible

  
	
   

  	
   

  	
  Duly Authorized Signatory

  



 









 



 


	
  

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 









 



 


	
  

  	
  MARATHON SPECIAL OPPORTUNITY CLO I, LTD.,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Marathon Asset Management, LLC, its

  
	
   

  	
   

  	
  Portfolio Manager and Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis T. Hanover

  
	
   

  	
  Name:

  	
  Louis T. Hanover

  
	
   

  	
  Title:

  	
  Authorized Signatory

  



 









 



 


	
  

  	
  DRYDEN IV - LEVERAGED LOAN CDO 2003,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DRYDEN V - LEVERAGED LOAN CDO 2003,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DRYDEN VII - LEVERAGED LOAN CDO 2004,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DRYDEN VIII - LEVERAGED LOAN CDO 2005,

  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Prudential Investment Management, Inc.,

  
	
   

  	
   

  	
  as Collateral Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 









 



 


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


	
  

  	
   

  	
  INVERNESS MEDICAL INNOVATIONS, INC.

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
  UNIPATH ONLINE, INC.

  
	
   

  	
   

  	
  RICH HORIZONS INTERNATIONAL LIMITED

  
	
   

  	
   

  	
  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

  
	
   

  	
   

  	
  INVERNESS MEDICAL INVESTMENTS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Teitel

  
	
   

  	
  Name:

  	
  David Teitel

  



 









 



 


	
  

  	
  Title:

  	
  Vice President — Finance, 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, Vice

  
	
   

  	
   

  	
  President — Finance, Vice President,

  
	
   

  	
   

  	
  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,

  
	
   

  	
   

  	
  Manager, respectively