EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2010, among LABORATORY SPECIALISTS OF AMERICA, INC., KROLL LABORATORY SPECIALISTS, INC., and SCIENTIFIC TESTING LABORATORIES, INC. (the “New Guarantors”), Subsidiaries...
Exhibit 4.18
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2010,
among LABORATORY SPECIALISTS OF AMERICA, INC., KROLL LABORATORY SPECIALISTS, INC., and SCIENTIFIC
TESTING LABORATORIES, INC. (the “New Guarantors”), Subsidiaries of Inverness Medical Innovations,
Inc. (or its successor) (the “Issuer”), INVERNESS MEDICAL INNOVATIONS, INC., a Delaware
corporation, each of the Guarantors (the “Existing Guarantors”) under the Indenture referred to
below, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee under the Indenture referred
to below (the “Trustee”).
WITNESSETH:
WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as
of August 11, 2009, as amended, supplemented and modified by a First Supplemental Indenture dated
as of August 11, 2009, a Second Supplemental Indenture dated as of September 22, 2009, a Fourth
Supplemental Indenture dated as of November 25, 2009, and a Sixth Supplemental Indenture dated as
of February 1, 2010 (as so amended, supplemented or modified, and as further amended, supplemented
or modified to date, the “Indenture”), by and among the Issuer, the Existing Guarantors and the
Trustee, providing for the issuance of 7.875% Senior Notes due 2016 (the “Notes”);
WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Issuer is
required to cause each of the New Guarantors to execute and deliver to the Trustee a supplemental
indenture pursuant to which each of the New Guarantors shall unconditionally and irrevocably
guarantee all of the Issuer’s obligations under the Notes pursuant to a guarantee on the terms and
conditions set forth herein; and
WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the Existing
Guarantors are authorized to execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each of the New Guarantors, the
Trustee, the Issuer and the Existing Guarantors mutually covenant and agree for the equal and
ratable benefit of the Holders as follows:
SECTION 1. Definitions. For all purposes of this Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and
expressions used herein shall have the same meanings as corresponding terms and expressions used in
the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import
used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.
SECTION 2. Agreement to Guarantee. Each of the New Guarantors hereby unconditionally
and irrevocably agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s
obligations under the Notes and the Indenture on the terms and subject to the conditions set forth
in Article Ten of the Indenture and to be bound by all other applicable provisions of the
Indenture.
SECTION 3. Ratification of Indenture; Supplemental Indenture Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all
the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder
heretofore or hereafter authenticated and delivered shall be bound hereby.
SECTION 4. Governing Law. This Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, but without giving effect to
applicable principles of conflicts of laws to the extent that the application of the laws of
another jurisdiction would be required thereby.
SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture or for the recitals contained herein.
SECTION 6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.
SECTION 7. Effect of Headings. The Section headings herein are for convenience only
and shall not effect the construction thereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.
NEW GUARANTORS: | ||||||||
LABORATORY SPECIALISTS OF AMERICA, | ||||||||
INC., | ||||||||
as a New Guarantor | ||||||||
By: | /s/ Xxx XxXxxxxx | |||||||
Name: | Xxx XxXxxxxx | |||||||
Title: | Assistant Secretary | |||||||
KROLL LABORATORY SPECIALISTS, INC., | ||||||||
as a New Guarantor | ||||||||
By: | /s/ Xxx XxXxxxxx | |||||||
Name: | Xxx XxXxxxxx | |||||||
Title: | Assistant Secretary | |||||||
SCIENTIFIC TESTING LABORATORIES, INC., | ||||||||
as a New Guarantor | ||||||||
By: | /s/ Xxx XxXxxxxx | |||||||
Name: | Xxx XxXxxxxx | |||||||
Title: | Assistant Secretary |
Signature Page to Eighth Supplemental Indenture (7.875% Notes — Public)
ISSUER: | ||||||||
INVERNESS MEDICAL INNOVATIONS, INC. | ||||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||||
Name: | Xxxxx X. Xxxxxx | |||||||
Title: | Chief Financial Officer and Treasurer |
Signature Page to Eighth Supplemental Indenture (7.875% Notes — Public)
EXISTING GUARANTORS: | ||||||||
ALERE HEALTH, LLC | ||||||||
ALERE HEALTHCARE OF ILLINOIS, INC. | ||||||||
ALERE HEALTH IMPROVEMENT COMPANY | ||||||||
ALERE HEALTH SYSTEMS, INC. | ||||||||
ALERE MEDICAL, INC. | ||||||||
ALERE WELLOLOGY, INC. | ||||||||
ALERE WOMEN’S AND CHILDREN’S | ||||||||
HEALTH, LLC | ||||||||
AMEDITECH INC. | ||||||||
APPLIED BIOTECH, INC. | ||||||||
BINAX, INC. | ||||||||
BIOSITE INCORPORATED | ||||||||
CHOLESTECH CORPORATION | ||||||||
FIRST CHECK DIAGNOSTICS CORP. | ||||||||
FIRST CHECK ECOM, INC. | ||||||||
FREE & CLEAR, INC. | ||||||||
GENECARE MEDICAL GENETICS CENTER, | ||||||||
INC. | ||||||||
HEMOSENSE, INC. | ||||||||
IM US HOLDINGS, LLC | ||||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||||
Name: Xxxxx X. Xxxxxx | ||||||||
Title (respectively): Vice President and | ||||||||
Treasurer; Vice President, Finance; Vice | ||||||||
President, Finance; Vice President and | ||||||||
Treasurer; Vice President and Treasurer; | ||||||||
Vice President, Finance; Vice President, | ||||||||
Finance; General Manager; Vice | ||||||||
President; Vice President, Finance; Vice | ||||||||
President, Finance; Vice President, | ||||||||
Finance and Chief Financial Officer; | ||||||||
Vice President, Finance; Vice President; | ||||||||
Vice President, Finance and Treasurer; | ||||||||
Vice President and Treasurer; Treasurer; | ||||||||
President |
Signature Page to Eighth Supplemental Indenture (7.875% Notes — Public)
EXISTING GUARANTORS (continued): | ||||||||
INNOVACON, INC. | ||||||||
INNOVATIVE MOBILITY, LLC | ||||||||
INSTANT TECHNOLOGIES, INC. | ||||||||
INVERNESS MEDICAL, LLC | ||||||||
INVERNESS MEDICAL — BIOSTAR INC. | ||||||||
INVERNESS MEDICAL INNOVATIONS | ||||||||
NORTH AMERICA, INC. | ||||||||
INVERNESS MEDICAL INTERNATIONAL | ||||||||
HOLDING CORP. | ||||||||
ISCHEMIA TECHNOLOGIES, INC. | ||||||||
IVC INDUSTRIES, INC. | ||||||||
MATRITECH, INC. | ||||||||
OSTEX INTERNATIONAL, INC. | ||||||||
QUALITY ASSURED SERVICES, INC. | ||||||||
REDWOOD TOXICOLOGY LABORATORY, | ||||||||
INC. | ||||||||
RMD NETWORKS, INC. | ||||||||
RTL HOLDINGS, INC. | ||||||||
SELFCARE TECHNOLOGY, INC. | ||||||||
TAPESTRY MEDICAL, INC. | ||||||||
XXXXXXX LABORATORIES, LLC | ||||||||
ZYCARE, INC. | ||||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||||
Name: Xxxxx X. Xxxxxx | ||||||||
Title (respectively): Vice President, Finance; | ||||||||
Chief Financial Officer; Vice President, | ||||||||
Finance; Vice President, Finance; Vice | ||||||||
President, Finance; Vice President, | ||||||||
Finance; President; Vice President, | ||||||||
Finance; Vice President; Vice President, | ||||||||
Finance; Vice President, Finance; Chief | ||||||||
Financial Officer; Vice President, | ||||||||
Finance; Vice President, Finance and | ||||||||
Treasurer; Vice President, Finance; Vice | ||||||||
President, Finance; Vice President, | ||||||||
Finance; Vice President; Chief Financial | ||||||||
Officer and Treasurer |
Signature Page to Eighth Supplemental Indenture (7.875% Notes — Public)
EXISTING GUARANTORS (continued): | ||||||||
MATRIA OF NEW YORK, INC. | ||||||||
By: | /s/ Xxx Xxxxxxxxx | |||||||
Name: | Xxx Xxxxxxxxx | |||||||
Title: | President |
Signature Page to Eighth Supplemental Indenture (7.875% Notes — Public)
TRUSTEE: | ||||||||
THE BANK OF NEW YORK MELLON TRUST | ||||||||
COMPANY, N.A., | ||||||||
as Trustee | ||||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||||
Name: Xxxxx Xxxxxx | ||||||||
Its: Vice President |
Signature Page to Eighth Supplemental Indenture (7.875% Notes — Public)