THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of November 22, 2005 (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, 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, Agent and Requisite Lenders have agreed to amend the Credit Agreement in the
manner, and on the terms and conditions, provided for 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
1. Definitions . Capitalized terms not otherwise defined herein (including in the Recitals)
shall have the meanings ascribed to them in the Credit Agreement.
2. Amendment to Credit Agreement . The Credit Agreement is hereby amended as of
the Effective Date (as hereinafter defined) as follows:
(a) Section 6.6 of the Credit Agreement is hereby amended by deleting such
provision in its entirety and inserting the following in lieu thereof:
“6.6 Guaranteed Indebtedness . No Credit Party shall create, incur, assume or permit to
exceed any Guaranteed Indebtedness except (a) by endorsement of instruments or items of
payment for deposit to the general account of any