SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Massachusetts
Reference is hereby made to that certain Amended and Restated Loan Agreement (the “Prior Loan Agreement”), dated as of October 10, 2002, by and among Ostex International, Inc., a Washington corporation (the “Borrower”), and Inverness Medical Innovations, Inc., a Delaware corporation (the “Lender”). This SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Loan Agreement”) dated as of February 18, 2003, is entered into by and among the Borrower and the Lender to amend and restate the Prior Loan Agreement in its entirety. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement (as defined herein).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERVoting Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
Contact:Ostex International Amend Merger Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances
February 18, 2003 Inverness Medical Innovations, Inc. 51 Sawyer Road Suite 200 Waltham, MA 02453-3448 Re: Letter Amendment to Voting Agreement Ladies and Gentlemen: We refer to the Voting Agreement dated as of September 6, 2002 ( the “Voting...Voting Agreement • February 20th, 2003 • Ostex International Inc /Wa/ • In vitro & in vivo diagnostic substances • Washington
The Voting Agreement was entered into in conjunction with the Agreement and Plan of Merger, dated as of September 6, 2002 (the “Merger Agreement”), by and among Parent, Geras Acquisition Corp., a wholly owned subsidiary of Parent (“MergerCo”), and the Company (each a “Party” and collectively, the “Parties”). The Merger Agreement provides that either Parent or the Company may terminate the Merger Agreement if Parent has not, on or before November 15, 2002, received the necessary consent of its lenders to consummate the merger. In connection with Parent’s continuing efforts to obtain such consent, the Parties are simultaneously with the execution of this Letter Agreement entering into an Amendment to the Agreement and Plan of Merger, dated as of February 18, 2003 (the “Amendment”) by which the Company has agreed to a reduction of the consideration payable by Parent under the Merger Agreement.
