On February 27, 2009, Gen-Probe Incorporated ("Gen-Probe") entered into a Credit Agreement (the "Credit Agreement") with Bank of America, N.A (the "Lender"), which provides for a one year senior secured revolving credit facility in an amount of up to $180.0 million that is subject to a borrowing base formula. The revolving credit facility has a sub-limit for the issuance of letters of credit in a face amount of up to $10.0 million. Advances under the revolving credit facility are intended to be used by Gen-Probe to consummate the proposed acquisition of Tepnel Life Sciences plc and for other general corporate purposes. On March 4, 2009, Gen-Probe borrowed $170.0 million under the revolving credit facility.
At Gen-Probe's option, loans accrue interest at a per annum rate based on, either:
• the base rate (the base rate is defined as the greatest of (i) the federal funds rate plus a margin equal to 0.50%, (ii) the Lender's prime rate and
(iii) the LIBOR rate plus a margin equal to 1.00%); or

• the LIBOR rate plus a margin equal to 0.60%, in each case for interest periods of 1, 2, 3 or 6 months as selected by Gen-Probe.

Interest on each advance under the revolving credit facility will be paid in arrears on the applicable interest payment date, as determined in accordance with the Credit Agreement. Loans may be borrowed, repaid and reborrowed until February 26, 2010, at which time the outstanding principal balance shall be due and payable.
The Credit Agreement contains certain affirmative and negative covenants, including covenants that limit or restrict Gen-Probe's ability to, among other things, merge or consolidate, change its business, and permit the borrowings to exceed a specified borrowing base, subject to certain exceptions as set forth in the Credit Agreement.
Subject to the terms and conditions of the Credit Agreement, including, as applicable, certain customary cure periods and notice requirements, each of the following, among other events, constitutes an event of default under the Credit Agreement: non-payment of amounts due under the Credit Agreement; violation of covenants; material judgments; bankruptcy and insolvency proceedings; defaults of other certain indebtedness; inaccuracy of representations and warranties; loss of governmental licenses; certain ERISA defaults; and a material adverse change. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. At the election of the Lender, a default interest rate shall apply on all obligations during an event of default, at a rate per annum equal to 2.00% above the applicable interest rate.
In connection with the Credit Agreement, Gen-Probe also entered into a Security Agreement (Securities) (the "Security Agreement") in favor of the Lender, pursuant to which Gen-Probe secured its obligations under the Credit Agreement with a first priority security interest in the securities, cash and other investment property held in specified accounts maintained by Merrill Lynch, Pierce, Fenner & Smith Incorporated, an affiliate of the Lender.

In connection with the execution of the Credit Agreement, Gen-Probe terminated the commitments under that certain Credit Agreement dated as of July 1, 2004 (as amended, the "Wells Loan Agreement"), by and among Gen-Probe, Gen-Probe Sales & Service, Inc. and Wells Fargo Bank, N.A., effective as of February 27, 2009. There were no amounts outstanding under the Wells Loan Agreement as of the termination date.
The foregoing summary is qualified in its entirety by reference to the terms of the Credit Agreement and the Security Agreement, each of which is included as an exhibit to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01, "Entry into a Material Definitive Agreement," is incorporated herein by reference.

(d) Exhibits.

10.1       Credit Agreement dated as of February 27, 2009 by and between
           Gen-Probe Incorporated, as Borrower, and Bank of America, N.A., as
           Lender.

10.2       Security Agreement (Securities) dated as of February 27, 2009 by
           Gen-Probe Incorporated in favor of Bank of America, N.A.