TENTH
SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture
”), dated as of June 16, 2011, among ALERE INC., a
Delaware corporation (the “ Issuer ”), each of
the Guarantors under the Indenture referred to below (the “
Guarantors ”), and U.S. BANK NATIONAL ASSOCIATION, as
Trustee under the Indenture referred to below (the “
Trustee ”).
WHEREAS
the Issuer has heretofore executed and delivered to the Trustee an
Indenture dated as of May 12, 2009, as amended, supplemented
and modified by a First Supplemental Indenture dated as of
May 12, 2009, a Second Supplemental Indenture dated as of
June 9, 2009, a Third Supplemental Indenture dated as of
August 4, 2009, a Fourth Supplemental Indenture dated as of
September 22, 2009, a Fifth Supplemental Indenture dated as of
November 25, 2009, a Sixth Supplemental Indenture dated as of
February 1, 2010, a Seventh Supplemental Indenture dated as of
March 1, 2010 and an Eighth Supplemental Indenture dated as of
March 19, 2010 (as so amended, supplemented and modified, and
as further amended, supplemented or modified to date, the “
Indenture ”), by and among the Issuer, the Guarantors
and the Trustee, providing for the issuance of 9.00% Senior
Subordinated Notes due 2016 (the “ Notes
”);
WHEREAS,
pursuant to that certain Consent Solicitation Statement dated
May 31, 2011, as amended and supplemented to date (the “
Consent Solicitation Statement ”), the Issuer
solicited the consents of the holders of the Notes to the Record
Date Amendments and Waivers (as defined in the Consent Solicitation
Statement) with respect to the Indenture;
WHEREAS,
the approval by written consent of the holders of at least a
majority of the aggregate principal amount of the Notes outstanding
as of April 29, 2011 (the “ Record Date ”),
which is the record date fixed by the Issuer in accordance with
Section 9.05 of the Indenture, of which record date the
Trustee has been duly notified in writing by the Issuer in
accordance with Section 9.05, is sufficient to approve the
aforesaid Record Date Amendments and Waivers in accordance with the
Indenture;
WHEREAS,
having received the approval of the holders of at least a majority
of the aggregate principal amount of the Notes outstanding as of
the Record Date (the “ Requisite Consent ”)
pursuant to Section 9.02(a) of the Indenture with respect to
the Record Date Amendments and Waivers, the Issuer, the Guarantors
and the Trustee desire to effect the Record Date Amendments and
Waivers as provided hereinafter;
WHEREAS,
all conditions precedent set forth in the Consent Solicitation
Statement and the Indenture to the execution and delivery of this
of this Supplemental Indenture by the Issuer, the Guarantors and
the Trustee have been satisfied, and all things necessary have been
done to make this Tenth Supplemental Indenture, when executed and
delivered by the Issuers and the Guarantors, the legal, valid and
binding agreement of the Issuers and the Guarantors, in accordance
with its terms; and
WHEREAS,
the Issuer and the Guarantors have requested that the Trustee
execute and deliver this Tenth Supplemental Indenture;
NOW,
THEREFORE in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby
acknowledged, the parties to this Tenth Supplemental Indenture
hereby agree 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.
|
