Amendment Letter to Senior Credit Agreement between The Royal Bank of Scotland and Inverness Medical Innovations, Inc.

Contract Categories: Business Finance › Modification Agreements
Summary

This letter agreement, dated March 28, 2002, is between The Royal Bank of Scotland plc (as Facility Agent for the Finance Parties) and Inverness Medical Innovations, Inc. (as Parent Guarantor and agent for the Borrowers). It amends specific clauses in the existing Senior Credit Agreement, mainly adjusting certain financial ratio requirements and reporting periods. All other terms of the original agreement remain unchanged. Inverness Medical Innovations, Inc. agrees to cover the Facility Agent’s costs related to this amendment. The letter becomes effective upon countersignature by the Parent Guarantor.

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EX-10.39 32 j2985_ex10d39.htm EX-10.39 Clifford Chance

Exhibit 10.39

 

 

 

The Royal Bank

 

of Scotland

 

 

 

Leveraged Finance

 

Level 7

 

135 Bishopsgate

 

London EC2M 3UR

 

 

 

Telephone:   020 7375 5000

 

Facsimile:    020 7375 4003

 

Website:      www.rbs.co.uk

 

 

To:

 

Inverness Medical Innovations, Inc. (the “Parent Guarantor”)

 

 

as agent of each Borrower (as defined in the Senior Credit Agreement as defined below)

 

 

 

28 March, 2002

 

Dear Sirs

Credit agreement (as amended from time to time) (the “Senior Credit Agreement”) dated 20 December 2001 made between the Parent Guarantor, Inverness Medical Switzerland GmbH, certain banks and The Royal Bank of Scotland plc as lead arranger, facility agent, issuing bank and overdraft bank.

Unless otherwise defined herein capitalised terms used in this letter shall have the meaning specified in the Senior Credit Agreement.

We, The Royal Bank of Scotland plc, write to you in our capacity as Facility Agent for and on behalf of the Finance Parties.

The Parent Guarantor has requested that the Facility Agent consent to certain amendments to the Senior Credit Agreement and we are writing to confirm the terms upon which the Facility Agent, on behalf of all of the Finance Parties, has agreed to such amendments.

1.                                 Amendments

Upon countersignature by you of this letter, the Senior Credit Agreement shall be amended as set out below:-

1.1                           Clause 14.4.1 shall be amended by:
1.1.1                            in paragraph (a), on the first line under the heading ‘Column A Period’, deleting the words “1 January 2002 to 31 March 2002” and under the heading ‘Column B Ratio’, deleting the ratio “3.90:1”;
1.1.2                            in paragraph (b) deleting, in the third line, the words “31 March 2002” and replacing them with the words “30 June 2002”; and
1.1.3                             in paragraph (c), on the first line under the heading ‘Column A Period’ deleting the words “31 March 2002”, and under the heading ‘Column B Ratio’, deleting the ratio “3.60:1”.

 


 

2.                                 Effectiveness of the Senior Credit Agreement

Save as expressly amended hereby, the Senior Credit Agreement shall remain in full force and effect in accordance with its terms and nothing contained herein shall prejudice any of the rights of the Finance Parties under the Financing Documents nor shall be deemed to be a waiver of any breach or potential breach by the Parent Guarantor or the Borrower under the Senior Credit Agreement.

3.                                 Costs and Expenses

The Parent Guarantor shall reimburse the Facility Agent from time to time for all costs and expenses (including reasonable legal fees and value added tax thereon) incurred by it in the preparation, negotiation, execution and enforcement of this letter and in connection with the preservation of its rights hereunder.

4.                                 Financing Document

Upon execution by the Parent Guarantor this letter shall be a Financing Document as defined in the Senior Credit Agreement.

5.                                 Incorporation of Terms

The provisions of Clause 25 (Law and Jurisdiction) of the Senior Credit Agreement shall be incorporated into this letter as if set out in full in this letter and as if references in those clauses to “this Agreement” or “the Financing Documents” are references to this letter.

6.                                 Counterparts

This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

 

Yours faithfully

 

/s/ Denise Hepworth

 

for and on behalf of

THE ROYAL BANK OF SCOTLAND plc

for and on behalf of

the Finance Parties

 

 

 

 

We hereby accept and agree to the terms and conditions of this letter of which this is a duplicate.

 

2


 

/s/ Ron Zwanziger

 

for and on behalf of

 

INVERNESS MEDICAL INNOVATIONS, INC.

 

for and on behalf of itself and

 

INVERNESS MEDICAL SWITZERLAND GmbH

 

 

 

Date:

March 28, 2002