Exhibit 4.11
TWENTIETH SUPPLEMENTAL INDENTURE
TWENTIETH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 30, 2014, among NEWCO SS, LLC, NEWCO AA, INC., NEWCO RD, LLC, NEWCO RD2, LLC, AND ALERE HOLDCO, INC., (collectively, the “New Guarantors”), which are Subsidiaries of Alere Inc. (or its successor) (the “Issuer”), ALERE INC., a Delaware corporation, each of the existing Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and U.S. BANK NATIONAL ASSOCIATION, 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 May 12, 2009, as amended, supplemented and modified by a Sixteenth Supplemental Indenture dated as of May 24, 2013, and an Eighteenth Supplemental Indenture dated as of June 5, 2014 (as so amended, supplemented and 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 6.50% Senior Subordinated Notes due 2020 (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 Eleven 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 of Notes 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.
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.
| ISSUER: | ||
| ALERE INC. | ||
| By: | /s/ David A. Teitel | |
| Name: | David A. Teitel | |
| Title: | Chief Financial Officer and Treasurer | |
Signature Page to Twentieth Supplemental Indenture
| NEW GUARANTORS: | ||
| NEWCO SS, LLC | ||
| NEWCO AA, INC. | ||
| NEWCO RD, LLC | ||
| NEWCO RD2, LLC | ||
| ALERE HOLDCO, INC., as New Guarantors | ||
| By: | /s/ Jay McNamara | |
| Name: Jay McNamara | ||
| Title: Assistant Secretary | ||
Signature Page to Twentieth Supplemental Indenture
| EXISTING GUARANTORS: | ||
ALERE HEALTH, LLC ALERE HEALTHCARE OF ILLINOIS, INC. ALERE HEALTH IMPROVEMENT COMPANY ALERE HOME MONITORING, INC. ALERE INTERNATIONAL HOLDING CORP. 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. BIOSITE INCORPORATED FIRST CHECK DIAGNOSTICS CORP. | ||
| By: | /s/ David A. Teitel | |
| Name: David A. Teitel | ||
| Title (respectively): Vice President and | ||
Treasurer; Vice President and Treasurer; Vice President, Finance; Vice President, Finance; President; Vice President, Finance; Vice President, Finance; Vice President, Finance; Vice President, Finance; President; Vice President, Finance and Treasurer; Vice President, Finance; Vice President, Finance; Chief Financial Officer; Vice President, Finance; Vice President, Finance | ||
Signature Page to Twentieth Supplemental Indenture
| EXISTING GUARANTORS (continued): | ||
| INNOVACON, INC. | ||
| INVERNESS MEDICAL, LLC | ||
| QUALITY ASSURED SERVICES, INC. | ||
| REDWOOD TOXICOLOGY LABORATORY, INC. | ||
| RTL HOLDINGS, INC. | ||
| SELFCARE TECHNOLOGY, INC. | ||
| ZYCARE, INC. | ||
| By: | /s/ David A. Teitel | |
| Name: David A. Teitel | ||
| Title (respectively): Vice President, Finance; | ||
President and Treasurer; Vice President, Finance; Vice President, Finance; Vice President, Finance; Vice President, Finance; Chief Financial Officer and Treasurer | ||
Signature Page to Twentieth Supplemental Indenture
| EXISTING GUARANTORS (continued): | ||||
| ALERE INFORMATICS, INC. | ||||
| ALERE TOXICOLOY SERVICES, INC. | ||||
| ATS LABORATORIES, INC. | ||||
| AVEE LABORATORIES INC. | ||||
| ESCREEN, INC. | ||||
| INSTANT TECHNOLOGIES, INC. | ||||
| LABORATORY SPECIALISTS OF AMERICA, INC. | ||||
| PEMBROOKE OCCUPATIONAL HEALTH, INC. | ||||
| SCREEN TOX, INC. | ||||
| By: | /s/ Jay McNamara | |||
| Name: Jay McNamara | ||||
| Title: Assistant Secretary | ||||
| GLOBAL ANALYTICAL DEVELOPMENT LLC, | ||||
| By: ATS LABORATORIES, INC., ITS | ||||
| MANAGING MEMBER | ||||
| By: | /s/ Ellen V. Chiniara | |||
| Name: Ellen V. Chiniara | ||||
| Title: Secretary | ||||
Signature Page to Twentieth Supplemental Indenture
| TRUSTEE: | ||
U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Thomas E. Tabor | |
| Name: Thomas E. Tabor | ||
| Title: Vice President | ||
Signature Page to Twentieth Supplemental Indenture