exv10w3






Exhibit 10.3




SECOND AMENDMENT TO CREDIT AGREEMENT




     THIS SECOND AMENDMENT, dated as of December 7, 2011 (this “Second Amendment”),
to the Credit Agreement referred to below, is entered into by and among ALERE INC., a Delaware
corporation (the “Borrower”), the Lenders signatory hereto (the “Incremental B-1 Term
Loan Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent and
administrative agent for the Lenders (in such capacity, the “Administrative Agent”).



W I T N E S S E T H




     WHEREAS, the Borrower, the Lenders and the L/C Issuers from time to time party thereto, the
Administrative Agent, Jefferies Finance LLC, as Syndication Agent, and Credit Suisse Securities
(USA) LLC, DnB NOR Bank ASA, SunTrust Bank and Goldman Sachs Bank USA, as Co-Documentation Agents,
are parties to the Credit Agreement, dated as of June 30, 2011 (as amended, supplemented or
otherwise modified through, but not including, the date hereof, the “Credit Agreement”);



     WHEREAS, the Borrower has made a request to the Administrative Agent that one or more Lenders
and/or other financial institutions that will become Lenders make Incremental Term Loans to the
Borrower in an aggregate principal amount of $250,000,000 pursuant to an Incremental Term Loan
Facility as provided for in Section 2.19(a) of the Credit Agreement; and



     WHEREAS, pursuant to Section 2.19(c) of the Credit Agreement, the Borrower, the
Administrative Agent and the Incremental B-1 Term Loan Lenders desire to enter into this Second
Amendment to (i) provide for a Tranche of Incremental Term Loan Commitments and Incremental Term
Loans to be made pursuant thereto and (ii) establish the terms and conditions relating to such
Incremental Term Loan Commitments and Incremental Term Loans, in each case on the terms and subject
to the conditions set forth herein.



     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 and Modifications to Credit Agreement. The Credit Agreement is hereby
amended and modified as of the Incremental B-1 Term Loan Funding Date (as defined below) as
follows:



          (a) The Borrower, the Administrative Agent and the Incremental B-1 Term Loan Lenders hereby
agree that the Incremental Term Loan Commitments provided for under this Second Amendment, and the
Incremental Term Loans to be made pursuant to such






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Incremental Term Loan Commitments, shall be a separate Tranche of Term Loan Commitments and
Term Loans under the Credit Agreement and shall be designated as “Incremental B-1 Term Loan
Commitments” and “Incremental B-1 Term Loans” and collectively as an “Incremental Term Loan
Facility”, in each case for all purposes of the Credit Agreement and the other Loan Documents.




          (b) Section 1.1 of the Credit Agreement is amended by inserting the following new
definitions therein in the appropriate alphabetical order:





	 	 	“Incremental B-1 Term Loan” has the meaning specified in
Section 2.1(b)(iv).
	 
	 	 	“Incremental B-1 Term Loan Commitment” means, with respect
to each Term Loan Lender, the commitment of such Lender to make
Incremental B-1 Term Loans to the Borrower, which commitment is in
the amount set forth opposite such Lender’s name on Schedule
I-A under the caption “Incremental B-1 Term Loan
Commitment”, as amended to reflect Assignments and as such
amount may be reduced pursuant to this Agreement. The aggregate
amount of the Incremental B-1 Term Loan Commitments on the
Incremental B-1 Term Loan Funding Date equals $250,000,000.
	 
	 	 	“Incremental B-1 Term Loan Funding Date” means December 7,
2011.
	 
	 	 	“Scheduled Incremental B-1 Term Loan Maturity Date” means
the sixth (6th) anniversary of the Closing Date, provided,
however, that (i) in the event that any Existing Senior
Notes remain outstanding on the date that is six months prior to
February 1, 2016, then the Scheduled Incremental B-1 Term Loan
Maturity Date instead shall be such date, (ii) in the event that any
Existing 2016 Subordinated Notes remain outstanding on the date that
is six months prior to May 15, 2016, then the Scheduled Incremental
B-1 Term Loan Maturity Date instead shall be such date, or (iii) in
the event that any Existing 2016 Subordinated Convertible Notes
remain outstanding on the date that is six months prior to May 15,
2016, then the Scheduled Incremental B-1 Term Loan Maturity Date
instead shall be such date (unless, in the case of each of clauses
(i), (ii) and (iii) above, either (x) the outstanding obligations
under the relevant Existing Notes (including all interest that will
accrue thereon until such time as the respective Existing Notes have
been redeemed or repaid in full in accordance with the terms of the
applicable Existing Notes Indenture and such Existing Notes
Indenture has been terminated) have been defeased or satisfied and
discharged in accordance with the terms of the applicable Existing
Notes Documents on such date or (y) cash in




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	 	 	an aggregate amount equal to all such outstanding obligations has
been deposited as security for the benefit of the Secured Parties in
a manner, on terms and conditions, and pursuant to documentation, in
each case satisfactory to the Administrative Agent (which, in any
event, shall require that such cash be deposited in a Cash
Collateral Account (subject to the Administrative Agent’s security
interest under the Guaranty and Security Agreement), which cash can
only be accessed by the Borrower for the purpose of repaying the
relevant Existing Notes upon any remaining scheduled amortization
(including any remaining scheduled interest payments) and in full at
maturity).
	 
	 	 	“Scheduled Incremental B-1 Term Loan Repayment” has the
meaning specified in Section 2.6(e).
	 
	 	 	“Scheduled Incremental B-1 Term Loan Repayment Date” has the
meaning specified in Section 2.6(e).
	 
	 	 	“Second Amendment” shall mean the Second Amendment, dated as
of December 7, 2011, to this Agreement by and among the Borrower,
the Administrative Agent and the Term Lenders with Incremental B-1
Term Loan Commitments (which Second Amendment constitutes an
Incremental Term Loan Amendment).
	 
	 	 	“Total Incremental B-1 Term Loan Commitment” means, at any
time, the sum of the Incremental B-1 Term Loan Commitments of each
of the Lenders at such time.





          (c) Section 1.1 of the Credit Agreement is hereby further amended by amending and
restating the following definitions therein as follows:





	 	 	“Applicable Margin” means, with respect to A Term Loans,
Delayed-Draw Term Loans, B Term Loans, Revolving Loans, Swing Loans
and Incremental B-1 Term Loans, in each case a percentage equal to
(i) during the period commencing on the Closing Date and ending on
the next date of determination that is at least 180 days after the
Closing Date, the percentage set forth in the applicable column
opposite Level III in the table set forth below and (ii) thereafter,
as of each date of determination (and until the next such date of
determination), a percentage equal to the percentage set forth below
in the applicable column opposite the level corresponding to the
Consolidated Secured Leverage Ratio in effect as of the last day of
the most recently ended Fiscal Quarter:





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	 	 	 	 	A TERM LOANS, DELAYED-DRAW	 	 
	 	 	 	 	TERM LOANS, REVOLVING LOANS	 	B TERM LOANS AND
	 	 	 	 	AND SWING LOANS	 	INCREMENTAL B-1 TERM LOANS
	 	 	 	 	 	 	 	 	EURODOLLAR	 	 	 	 
	 	 	 	 	 	 	 	 	RATE LOANS	 	 	 	 
	 	 	CONSOLIDATED SECURED	 	BASE RATE	 	(EXCEPT FOR	 	BASE RATE	 	EURODOLLAR
	LEVEL	 	LEVERAGE RATIO	 	LOANS	 	SWING LOANS)	 	LOANS	 	RATE LOANS
	I
	 	Greater than 4.00: 1.00	 	 	2.50	%	 	 	3.50	%	 	 	3.25	%	 	 	4.25	%
	II
	 	Less than or equal to 4.00:
 1.00 and greater than 3.00: 1.00	 	 	2.00	%	 	 	3.00	%	 	 	2.75	%	 	 	3.75	%
	III
	 	Less than or equal to 3.00: 1.00	 	 	1.75	%	 	 	2.75	%	 	 	2.50	%	 	 	3.50	%







	 	 	Each date of determination for the “Applicable Margin”
shall be the date that is 3 Business Days after delivery by the
Borrower to the Administrative Agent of a new Compliance Certificate
pursuant to Section 6.1(c). Notwithstanding anything to the
contrary set forth in this Agreement (including the then effective
Consolidated Secured Leverage Ratio), the Applicable Margin with
respect to Loans shall equal the percentage set forth in the
appropriate column opposite Level I in the table above, effective
immediately upon (x) the occurrence of any Event of Default under
Section 9.1(e)(ii) or (y) the delivery of a notice by the
Administrative Agent or the Required Lenders to the Borrower during
the continuance of any other Event of Default and, in each case, for
as long as such Event of Default shall be continuing.
	 
	 	 	“Repricing Event” means any prepayment or repayment of B
Term Loans or Incremental B-1 Term Loans with the proceeds of, or
any conversion of B Term Loans or Incremental B-1 Term Loans into,
any new or replacement tranche of term loans (whether under this
Agreement or otherwise) bearing interest with an Effective Yield
less than the Effective Yield applicable to the B Term Loans or
Incremental B-1 Term Loans, as the case may be (as such comparative
yields are determined by the Administrative Agent). Any such
determination by the Administrative Agent as contemplated by the
preceding sentence shall be conclusive and binding on the Borrower
and all Lenders holding B Term Loans or Incremental B-1 Term Loans,
absent manifest error.





          (d) The definition of “Eurodollar Base Rate” in Section 1.1 of the Credit
Agreement is amended by amending and restating the final sentence appearing in said definition in
its entirety as follows:





	 	 	“Notwithstanding the foregoing, in no event shall the
Eurodollar Base Rate with respect to any Interest Period for any
outstanding B Term Loan or Incremental B-1 Term Loan that is
maintained as a Eurodollar Rate Loan be less than 1.00% per annum.”




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          (e) The final sentence of Section 1.3(a) of the Credit Agreement is amended by
amending and restating said sentence in its entirety as follows:





	 	 	“In addition, to the extent that all obligations in respect of any
issue of Existing Notes are (x) defeased or satisfied and discharged
or (y) cash is deposited as security for the benefit of the Secured
Parties in an amount sufficient to repay in full the respective
Existing Notes at maturity, as provided for in the definition of
Scheduled A Term Loan Maturity Date, Scheduled B Term Loan Maturity
Date, Scheduled Delayed-Draw Term Loan Maturity Date, Scheduled
Revolving Credit Termination Date or Scheduled Incremental B-1 Term
Loan Maturity Date, respectively, then such issue of Existing Notes
will not be considered outstanding for purposes of this Agreement
(including any of the covenants or other provisions in Articles
V or VIII).”





          (f) Section 2.1(b) of the Credit Agreement is amended by inserting the following new
clause (iv) at the end thereof:





	 	 	“(iv) On the terms and subject to the conditions contained in this
Agreement (including the conditions to the occurrence of the
Incremental B-1 Term Loan Funding Date set forth in the Second
Amendment), each Term Loan Lender severally, but not jointly, agrees
to make a loan (each an “Incremental B-1 Term Loan”) in
Dollars to the Borrower on the Incremental B-1 Term Loan Funding
Date in an amount not to exceed such Lender’s Incremental B-1 Term
Loan Commitment. Amounts of Incremental B-1 Term Loans repaid may
not be reborrowed.”





          (g) The penultimate sentence in Section 2.2(a) of the Credit Agreement is amended by
amending and restating said sentence in its entirety as follows:





	 	 	“The Notice of Borrowing shall specify whether the loans being
incurred pursuant to such Borrowing shall constitute Initial Term
Loans, Delayed-Draw Term Loans, Incremental B-1 Term Loans or
Revolving Loans.”





          (h) Section 2.5(b) of the Credit Agreement is amended by inserting the following new
clause (ix) at the end thereof:





	 	 	“(ix) In addition to any other mandatory commitment reductions
pursuant to this Section 2.5(b), the Total Incremental B-1
Term Loan Commitment (and the Incremental B-1 Term Loan Commitment
of each Lender) shall terminate in its entirety on the Incremental
B-1 Term Loan Funding Date (after giving effect to the incurrence of
Incremental B-1 Term Loans on such date).”




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          (i) Section 2.6 of the Credit Agreement is amended by inserting the following new
clause (e) at the end thereof:





	 	 	“(e) In addition to any other mandatory repayments pursuant to
Section 2.8, on each date set forth below (each, a
“Scheduled Incremental B-1 Term Loan Repayment Date”), the
Borrower shall be required to repay that principal amount of
Incremental B-1 Term Loans, to the extent then outstanding, as is
set forth opposite each such date below (each such repayment, as the
same may be reduced as provided in Sections 2.12(a) and
2.12(b), a “Scheduled Incremental B-1 Term Loan
Repayment”):





	 	 	 	 	 
	Scheduled Incremental B-1	 	 
	Term Loan Repayment Date 	 	Amount
	March 31, 2012
	 	$	625,000	 
	June 30, 2012
	 	$	625,000	 
	September 30, 2012
	 	$	625,000	 
	December 31, 2012
	 	$	625,000	 
	March 31, 2013
	 	$	625,000	 
	June 30, 2013
	 	$	625,000	 
	September 30, 2013
	 	$	625,000	 
	December 31, 2013
	 	$	625,000	 
	March 31, 2014
	 	$	625,000	 
	June 30, 2014
	 	$	625,000	 
	September 30, 2014
	 	$	625,000	 
	December 31, 2014
	 	$	625,000	 
	March 31, 2015
	 	$	625,000	 
	June 30, 2015
	 	$	625,000	 
	September 30, 2015
	 	$	625,000	 
	December 31, 2015
	 	$	625,000	 
	March 31, 2016
	 	$	625,000	 
	June 30, 2016
	 	$	625,000	 
	September 30, 2016
	 	$	625,000	 
	December 31, 2016
	 	$	625,000	 
	March 31, 2017
	 	$	625,000	 
	Scheduled Incremental B-1 Term Loan Maturity Date
	 	$	236,875,000”	 






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          (j) Section 2.11(d) of the Credit Agreement is amended by amending and restating said
Section in its entirety as follows:





	 	 	“(d) “Soft Call Protection on B Term Loans and Incremental B-1
Term Loans. At the time of the effectiveness of any Repricing
Event that is consummated on or prior to the first anniversary of
the Closing Date, the Borrower agrees to pay to the Administrative
Agent, for the ratable account of each Term Lender with outstanding
B Term Loans or Incremental B-1 Term Loans which are repaid, prepaid
or converted pursuant to such Repricing Event (including each Term
Lender that withholds its consent to such Repricing Event and is
replaced under Section 2.18), a fee in an amount equal to
1.00% of the aggregate principal amount of all B Term Loans and
Incremental B-1 Term Loans repaid, prepaid or converted in
connection with such Repricing Event. Such fees shall be due and
payable upon the date of the effectiveness of such Repricing Event.”





          (k) Section 2.19(a) of the Credit Agreement is hereby amended by (i) inserting “(A)”
immediately after the text “; provided, however,” appearing in clause (vii) thereof
and (ii) inserting the following text immediately after the text “relating to such Tranche of
Incremental Term Loans” appearing at the end of such clause (vii)”:





	 	 	“, and (B) to the extent that the Applicable Margin on the B Term Loans is increased
pursuant to the provisions of this clause (vii), the Applicable Margin relating to
the Incremental B-1 Term Loans shall be increased by a like percentage”.





          (l) Section 4.19(c) of the Credit Agreement is hereby amended by inserting the
following proviso at the end thereof:





	 	 	“; provided, however, up to $190,000,000 of proceeds of Incremental
B-1 Term Loans shall be used on the Incremental B-1 Term Loan Funding Date to prepay
any outstanding Revolving Loans”.





          (m) Amendment to Schedules. The Schedules to the Credit Agreement are amended by
adding the following new Schedule I-A, attached hereto as Exhibit A.




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



     4. Representations and Warranties. To induce the Administrative Agent and the
Incremental B-1 Term Loan Lenders to enter into this Second Amendment, the Borrower represents and
warrants to the Administrative Agent, the Lenders (including the Incremental B-1 Term Loan Lenders)
and the L/C Issuers on and as of the Incremental B-1 Term Loan Funding Date that:



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          (a) The execution, delivery and performance by the Borrower of this Second Amendment and the
performance of the Credit Agreement, as amended by this Second Amendment (the “Amended Credit
Agreement”), and the acknowledgment of this Second Amendment by the other Loan Parties
signatory hereto: (i) are within such Loan Party’s corporate or similar powers and, at the time of
execution thereof, have been duly authorized by all necessary corporate and similar action
(including, if applicable, consent of holders of its Securities), (ii) do not (A) contravene such
Loan Party’s Constituent Documents, (B) violate any Requirement of Law, (C) conflict with,
contravene, constitute a default or breach under, any material Contractual Obligation of any Loan
Party or any of their respective Subsidiaries, other than those which could not reasonably be
expected to have either individually or in the aggregate, a Material Adverse Effect, or (D) result
in the imposition of any Lien (other than a Permitted Lien) upon any property of any Loan Party or
any of their respective Subsidiaries and (iii) do not require any Loan Party or any of their
respective Subsidiaries to obtain any Permit from, or make any filing with, any Governmental
Authority or obtain any consent from, or notice to, any Person, prior to the Incremental B-1 Term
Loan Funding Date except where the failure to obtain any such Permit, make any such filing or
obtain any such consent could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.




          (b) This Second Amendment has been duly executed and delivered by or on behalf of the Borrower
and acknowledged by each other Loan Party.




          (c) Each of this Second Amendment and the Amended Credit Agreement is the legal, valid and
binding obligation of the Borrower and is enforceable against the Borrower in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting creditors’ rights generally or by general
equitable principles relating to enforceability.




          (d) No Default or Event of Default has occurred and is continuing or would occur after giving
effect to the incurrence of the Incremental B-1 Term Loans and the application of the proceeds
therefrom.




          (e) No action, claim or proceeding is now pending or, to the knowledge of any Loan Party,
threatened against such Loan 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 Loan Party’s right or power to enter into or perform any of its obligations under
this Second Amendment, the Amended Credit Agreement, or any other Loan Document to which it is or
will be, a party, or the validity or enforceability of this Second Amendment, the Amended Credit
Agreement or any other Loan Document or any action taken thereunder, or (ii) has a reasonable risk
of being determined adversely to such Loan Party and that, if so determined, could reasonably be
expected to have a Material Adverse Effect after giving effect to this Second Amendment.




          (f) As of the Incremental B-1 Term Loan Funding Date, (i) the conditions precedent set forth
in Section 3.2 of the Credit Agreement have been satisfied both before and after giving
effect to the Incremental B-1 Term Loans and (ii) the Incremental B-1 Term Loans are being made on
the terms and conditions set forth in Section 2.19 of the Credit






8









 







Agreement (it being understood and agreed by the parties hereto that this Second Amendment
constitutes the Borrower’s written request for Incremental Term Loans as provided in such
Section 2.19).




     5. No Waivers/Consents/Amendments. 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, and (b) this Second 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 Administrative 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.



     6. Affirmation of Obligations. Each of the Loan 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, in each case after giving effect to this Second Amendment and the incurrence of the
Incremental B-1 Term Loans. Each Incremental B-1 Term Loan Lender hereby agrees that as of the
Incremental B-1 Term Loan Funding Date, such Lender shall become, and have the rights and
obligations of, a Lender under the Credit Agreement and the other Loan Documents.



     7. Outstanding Indebtedness; Waiver of Claims. Each of the Loan Parties hereby
acknowledges and agrees that as of December 6, 2011, the aggregate principal amount outstanding of
the Revolving Loans is $215,000,000, the aggregate principal amount outstanding of the Initial Term
Loans is $1,550,000,000 and the aggregate principal amount outstanding of the Delayed-Draw Term
Loans is $300,000,000. The Borrower and each other Loan Party hereby waive, release, remise and
forever discharge the Administrative Agent, the Lenders and each other Indemnitee from any and all
claims, suits, actions, investigations, proceedings or demands arising out of or in connection with
the Credit Agreement and the other Loan Documents (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 the Borrower or any other Loan Party
ever had, now has or might hereafter have against the Administrative Agent or the Lenders or any
other Indemnitee which relates, directly or indirectly, to any acts or omissions of the
Administrative Agent, the Lenders or any other Indemnitee on or prior to the Incremental B-1 Term
Loan Funding Date; provided, that neither the Borrower nor any other Loan Party waives any
Claim solely to the extent such Claim relates to the Administrative Agent’s or any Lender’s gross
negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).



     8. Costs and Expenses. The Borrower hereby reconfirms its obligations pursuant to
Section 11.3 of the Credit Agreement to pay and reimburse the Administrative 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 Second Amendment
and all other documents and instruments delivered in connection herewith.



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     9. Amendment Effectiveness. Upon satisfaction in full in the judgment of
Administrative Agent of each of the following conditions, this Second Amendment shall be deemed
effective as of December 7, 2011 (the “Incremental B-1 Term Loan Funding Date”):



          (a) Amendment. The Administrative Agent shall have received copies of signature pages
to this Second Amendment, duly executed and delivered by the Administrative Agent, the Borrower and
the Incremental B-1 Term Loan Lenders, and acknowledged by each of the other Loan Parties, with
originals to follow promptly thereafter.




          (b) Payment of Fees, Costs and Expenses. The Borrower shall have paid, by wire
transfer of immediately available funds, (i) to the Administrative Agent, for the ratable account
of each Incremental B-1 Term Loan Lender, an upfront fee in an amount equal to 2.50% of the
Incremental B-1 Term Loan Commitment of each such Incremental B-1 Term Loan Lender on the
Incremental B-1 Term Loan Funding Date (and prior to the incurrence of any Incremental B-1 Term
Loans on such date) and (ii) to the Administrative Agent, all costs, fees and expenses owing in
connection with this Second Amendment and the other Loan Documents and due to the Administrative
Agent (including, without limitation, all fees and expenses of White & Case LLP).




          (c) No Default; Representations and Warranties. (i) No Default or Event of Default
shall have occurred and be continuing or would occur after giving effect to the incurrence of the
Incremental B-1 Term Loans and the application of proceeds therefrom and (ii) the representations
and warranties made by or on behalf of the Borrower and each other Loan Party in this Second
Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all
material respects on and as of the Incremental B-1 Term Loan Funding Date (it being understood that
(x) any representation or warranty that is qualified by materiality or Material Adverse Effect
shall be required to be true and correct in all respects and (y) any representation or warranty
which by its terms is made as of a specified date shall be required to be true and correct in all
material respects (or all respects, as the case may be) as of such specified date).




          (d) Financial Covenants. The Borrower shall be in compliance, on a Pro Forma Basis
(and assuming the full utilization of the Incremental B-1 Term Loan Commitments), as of the last
day of the most recently ended Fiscal Quarter on or prior to the Incremental B-1 Term Loan Funding
Date, as if such Incremental B-1 Term Loans had been incurred on the first day of the four Fiscal
Quarter period ended on the last day of the most recently ended Fiscal Quarter (and after giving
effect to any other Pro Forma Transaction that is consummated after the beginning of the most
recently ended Fiscal Quarter but prior to or simultaneously with the borrowing of such Incremental
B-1 Term Loans), with (x) each of the financial covenants specified in Sections 5.1 and
5.2 of the Credit Agreement (but assuming for the purpose of compliance, on a Pro Forma
Basis, with the maximum Consolidated Secured Leverage Ratio set forth in Section 5.1 of the
Credit Agreement, that the maximum Consolidated Secured Leverage Ratio permitted at such time was
4.25:100) and (y) a Consolidated Total Leverage Ratio of no greater than 7.00:1.00.




          (e) Material Indebtedness. The Borrower shall have demonstrated (including by
delivering the certificate required by succeeding clause (f)) to the Administrative






10









 







Agent’s reasonable satisfaction that the full amount of the Incremental B-1 Term Loans to be
incurred on the Incremental B-1 Term Loan Funding Date may be incurred without violating the terms
of any other material Indebtedness of the Borrower or any of its Subsidiaries or the documentation
governing any such Indebtedness.




          (f) Compliance Certificate. The Borrower shall have delivered to the Administrative
Agent and each Lender a certificate executed by a Responsible Officer of the Borrower, (A)
certifying compliance with the requirements of preceding clauses (c), (d) and (e) and clauses (vi)
and (vii) of Section 2.19(a) of the Credit Agreement, and (B) containing the calculations (in
reasonable detail) required by preceding clauses (d) and (e).




          (g) Notes. The Administrative Agent shall have received for the account of each
Incremental B-1 Term Loan Lender or Eligible Assignee, having requested the same by notice to the
Administrative Agent and the Borrower received by each at least three Business Days prior to the
Incremental B-1 Term Loan Funding Date (or such later date as may be agreed by the Borrower), Notes
for the Incremental B-1 Term Loan Commitments conforming to the requirements set forth in
Section 2.14(e) of the Credit Agreement.




          (h) Good Standing Certificates. The Administrative Agent shall have received from the
Borrower certificates attesting to the good standing of each Loan Party from each jurisdiction in
which such Loan Party is organized.




          (i) Officer’s Certificate. The Administrative Agent shall have received from each
Loan Party a certificate of the secretary, assistant secretary or other officer of such Loan Party
in charge of maintaining books and records of such Loan Party certifying as to (A) the names and
signatures of each officer of such Loan Party authorized to execute and deliver this Second
Amendment and who will execute this Second Amendment and (B) the resolutions of such Loan Party’s
board of directors or other appropriate governing body approving and authorizing the execution,
delivery and performance of this Second Amendment and each other document executed as part of the
Incremental B-1 Term Loan Commitments to which such Loan Party is a party.




          (j) Deed of Trust Amendment. In connection with the Deed of Trust, Assignment of
Leases and Rents, Security Agreement and Fixture Filing executed by Alere San Diego, Inc.
(“Alere San Diego”) and dated as of September 16, 2011 (the “Deed of Trust”), the
Administrative Agent, on behalf of the Secured Parties, shall have received from Alere San Diego:




               (i) a fully executed counterpart of an amendment to the Deed of Trust (the “Deed of Trust
Amendment”; together with the existing Deed of Trust, as amended by the Deed of Trust
Amendment, the “Amended Deed of Trust”), duly executed by Alere San Diego, together with
evidence of completion (or satisfactory arrangements for the completion) of all recordings and
filings of the Deed of Trust Amendment as may be necessary to create, protect and preserve a valid,
perfected Lien, subject only to the Liens permitted under the Amended Deed of Trust against the
Property (as defined in the Deed of Trust) purported to be covered thereby; and



11









 





               (ii) a loan/mortgage modification endorsement and a date down endorsement in respect of the
existing title policy which shall be in form and substance reasonably satisfactory to the
Administrative Agent and shall reasonably assure the Administrative Agent, without limitation, (A)
as of the date of the loan/mortgage modification endorsement that the Lien of the Amended Deed of
Trust is of the same priority as the Lien of the Deed of Trust, and (B) as of the date of the date
down endorsement the Property is free and clear of all defects and encumbrances subject only to
Liens permitted under the Amended Deed of Trust, together with evidence of payment of all
applicable title insurance premiums, search and examination charges, and related charges required
for the issuance of such endorsements.



          (k) Legal Opinions. The Administrative Agent shall have received duly executed
favorable opinions of (i) Foley Hoag LLP, special counsel to the Loan Parties in Delaware and New
York and (ii) Perkins Coie LLP, in form and substance similar to the opinion issued by Perkins Coie
LLP in respect of the Deed of Trust and dated September 16, 2011, covering all existing opinions as
they relate to the Amended Deed of Trust, in each case reasonably satisfactory to the
Administrative Agent, each addressed to the Administrative Agent, the Secured Parties, the L/C
Issuers and the Lenders and addressing such other matters as the Administrative Agent may
reasonably request.




     10. Governing Law. This Second Amendment, and the rights and obligations of the
parties hereto, shall be governed by, and construed and interpreted in accordance with, the law of
the State of New York.



     11. Counterparts. This Second 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]




12









 





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



	 	 	 	 	 
	 	ALERE INC.

 	 
	 	By:  	/s/ David A. Teitel
 	 
	 	 	Name:  	David A. Teitel 	 
	 	 	Title:  	Chief Financial Officer, Vice President &
Treasurer 	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION,
     as
Administrative Agent and
      Incremental B-1 Term
Loan Lender

 	 
	 	By:  	/s/ Ryan Guenin
 	 
	 	 	Name:  	Ryan Guenin 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 




 









 





SIGNATURE PAGE TO THE SECOND AMENDMENT TO 
CREDIT AGREEMENT,
DATED AS OF THE DATE FIRST
 WRITTEN ABOVE, AMONG ALERE INC.,
THE LENDERS 
PARTY THERETO AND GENERAL ELECTRIC CAPITAL

CORPORATION, AS ADMINISTRATIVE AGENT




NAME OF INSTITUTION:




                                                            




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 





ACKNOWLEDGED AND AGREED:




ALERE GENETICS, INC.

ALERE HEALTH IMPROVEMENT COMPANY

ALERE HEALTH SYSTEMS, INC.

ALERE HEALTH, LLC

ALERE HEALTHCARE OF ILLINOIS, INC.

ALERE HOME MONITORING, INC.

ALERE INTERNATIONAL HOLDING CORP.

ALERE MEDICAL, INC.

ALERE NEWCO, INC.

ALERE NEWCO II, INC.

ALERE NORTH AMERICA, INC.

ALERE OF NEW YORK, INC.

ALERE SAN DIEGO, INC.

ALERE SCARBOROUGH, INC.

ALERE US HOLDINGS, LLC

ALERE WELLBEING, INC.

ALERE WELLOLOGY, INC.

ALERE WOMEN’S AND CHILDREN’S HEALTH, LLC

AMEDITECH INC.

BINAX, INC.

BIOSITE INCORPORATED

CHOLESTECH CORPORATION

FIRST CHECK DIAGNOSTICS CORP.

FIRST CHECK ECOM, INC.

HEMOSENSE, INC.

INNOVACON, INC.

INSTANT TECHNOLOGIES, INC.

INVERNESS MEDICAL, LLC

IVC INDUSTRIES, INC.

QUALITY ASSURED SERVICES, INC.

REDWOOD TOXICOLOGY LABORATORY, INC.

RMD NETWORKS, INC.

RTL HOLDINGS, INC.

SELFCARE TECHNOLOGY, INC.

SPDH, INC.

ZYCARE, INC.




	 	 	 	 	 	 	 

	 

	 	By:

Name:
	 	/s/ David A. Teitel
 

David A. Teitel
	 	 






Title (respectively): Vice President & Treasurer, Vice

President, Finance, Vice President & Treasurer, Vice

President & Treasurer, Vice President, Finance, Vice

President, Finance, President, Vice President & Treasurer,

President, President, Vice President, Finance, Vice

President, Finance, Vice President, Finance, Vice President,

Finance, President, Vice President,




 









 





Finance & Treasurer, Vice President, Finance, Vice President,

Finance, General Manager, Vice President, Finance, Vice

President, Finance, Vice President, Finance & Chief Financial

Officer, Vice President, Finance, Vice President, Treasurer,

Vice President, Finance, Vice President, Finance, Vice

President, Finance, Vice President, Vice President, Finance,

Vice President, Finance, Vice President, Finance & Treasurer,

Vice President, Finance, Vice President, Finance, President,

Chief Financial Officer and Treasurer




ALERE TOXICOLOGY SERVICES, INC.

LABORATORY SPECIALISTS OF AMERICA, INC.

SCIENTIFIC TESTING LABORATORIES, INC.




	 	 	 	 	 	 	 

	 

	 	By:
	 	/s/ Ellen V. Chiniara	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Ellen V. Chiniara	 	 
	 	 	Title (respectively): Secretary, Secretary, Secretary






 









 





EXHIBIT A




SCHEDULE I-A




INCREMENTAL B-1 TERM LOAN COMMITMENTS



Incremental B-1 Term Loan




	 	 	 	 	 
	Incremental Term Loan Lender	 	Incremental B-1 Term Loan Commitment
	BMO Harris Financing, Inc.
	 	$	25,000,000	 
	CapitalSource Bank
	 	$	6,000,000	 
	CIT Bank
	 	$	5,000,000	 
	Citizens Bank
	 	$	15,000,000	 
	General Electric Capital
Corporation
	 	$	184,000,000	 
	SunTrust Bank
	 	$	15,000,000	 
	TOTAL
	 	$	250,000,000