exv10w3w12






Exhibit 10.3.12


Execution Version




WAIVER AGREEMENT TO 

NOTE AND EQUITY PURCHASE AGREEMENT




     THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made
and entered into as of September 17, 2009 by and among IST ACQUISITIONS, LLC, a Delaware limited
liability company (“Parent”), MIRION TECHNOLOGIES (IST) CORPORATION (fka IMAGING AND
SENSING TECHNOLOGY CORPORATION), a New York corporation (“Borrower”), MIRION TECHNOLOGIES
(CONAX NUCLEAR), INC. (fka IST CONAX NUCLEAR, INC.), a New York corporation, and IST INSTRUMENTS,
INC., a New York corporation (each a “Subsidiary” and collectively the
“Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the
securities purchasers that are now and hereafter at any time parties thereto, the securities
purchasers that are now and hereafter at any time parties hereto and are listed in Annex A
attached hereto (or any amendment or supplement thereto) (each a “Purchaser” and
collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware
corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such
capacity “Agent”).



RECITALS




     WHEREAS, the Loan Parties, Agent and the Purchasers are parties to that certain Amended and
Restated Note and Equity Purchase Agreement, dated as of October 29, 2004 (as amended from time to
time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by
the Loan Parties;



     WHEREAS, Imaging and Sensing Technology International Corp., a New York corporation and
Quadtek, Inc., a Washington corporation, formerly parties to the Purchase Agreement as amended,
have been dissolved;



     WHEREAS, Agent and the Purchasers have previously entered into waivers regarding obligations
and covenants contained in the Purchase Agreement, for the period commencing on June 30, 2006 and
ending July 1, 2009;



     WHEREAS, Agent and the Purchasers now desire to waive the Loan Parties’ non-financial
obligations and covenants contained in the Purchase Agreement for the period commencing on July 1,
2009 and ending July 1, 2010;



     WHEREAS, the Agent and the Purchasers have granted the prior waivers and desire to grant the
current Waiver, solely for the avoidance of doubt and confirmation to the Loan Parties’ auditors
and not for the purposes of implying that the Loan Parties are, or have been, in default or breach
of the Purchase Agreement;



     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual
covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and
agree as follow:



 









 





ARTICLE 1




WAIVERS TO PURCHASE AGREEMENT




     1.1 Waiver of Non-Financial Covenants. The Purchasers hereby waive the Loan Parties’
obligations and the Purchasers’ rights with respect to all non-financial covenants under the
Purchase Agreement, including without limitation the provisions contained in Sections 7.1 and 7.2,
for the period commencing on July 1, 2009 and ending upon July 1, 2010, and the Purchasers hereby
waive any related rights to the extent such acts have constituted, or will constitute, an Event of
Default.



ARTICLE 2




EFFECT OF WAIVER




     2.1 No Waiver or Novation. Except for the waivers contemplated by this Waiver, the
execution, delivery and effectiveness of this Waiver shall not (i) operate as a waiver of any
future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at
law or in equity, (ii) constitute a waiver of, or consent to and departure from, any provision of
the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered
in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a
satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase
Agreement or the other Note Documents.



     2.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all
other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.



ARTICLE 3




REPRESENTATIONS AND WARRANTIES




     3.1 Representations and Warranties. The Loan Parties, jointly and severally,
represent and warrant to Agent and the Purchasers that (a) they have full power and authority to
execute and deliver this Waiver and to perform their obligations hereunder, (b) upon the execution
and delivery hereof, this Waiver will be valid, binding and enforceable against the Loan Parties in
accordance with its terms and (c) such Loan Party has no defense, counterclaim or offset with
respect to the Agreement or the Notes.



ARTICLE 4




CONDITIONS PRECEDENT




     4.1 Conditions Precedent. The effectiveness of this Waiver is subject to Agent’s
receipt from the Loan Parties, on or before the date hereof, of an original of this Waiver, duly
executed, and delivered in a manner satisfactory to Agent.



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ARTICLE 5




AGENT FEES




     5.1 Agent’s Fees and Expenses. The Loan Parties shall pay or cause to be paid to
Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the
Waiver.



ARTICLE 6




MISCELLANEOUS




     6.1 Affirmations. The Loan Parties hereby: (i) affirm all the provisions of the
Purchase Agreement, as modified by this Waiver, and all the provisions of each of the other
Transaction Documents, (ii) agree that the terms and conditions of the Purchase Agreement, as
modified by this Waiver, and all other Transaction Documents, as modified by the Waiver, shall
continue in full force and effect, and (iii) affirm that except as specifically referenced herein,
the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any
right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the
Agreement or any documents and instruments delivered pursuant to or in connection therewith.



     6.2 Governing Law. This Waiver shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns and shall be governed by and construed
in accordance with the laws of the State of New York, without regard to conflict of laws.



     6.3 Further Assurances. The parties hereto shall, at any time and from time to time
following the execution of this Waiver, execute and deliver all such further instruments and take
all such further action as may be reasonably necessary or appropriate in order to carry out the
provisions of this Waiver.



     6.4 Headings. Section headings in this Waiver are included herein for convenience of
reference only and shall not constitute a part of this Waiver for any other purpose.



     6.5 Counterparts. This Waiver may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which when taken together shall
constitute one and the same agreement.



     6.6 Severability. Whenever possible, each provision of this Waiver shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Waiver is held to be prohibited by or invalid under applicable law in any jurisdiction,
such provision shall be ineffective only to the extent of such prohibition or invalidity, without
invalidating any other provision of this Waiver.



     6.7 Facsimile Signatures. This Waiver may be executed and delivered by facsimile and
upon such delivery the facsimile signature will be deemed to have the same effect as if the
original signature had been delivered to the other party.



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     6.8 Integration. This Waiver, the Purchase Agreement and the other Transaction
Documents set forth the entire understanding of the parties hereto with respect to all matters
contemplated hereby and supersede all previous agreements and understandings among them concerning
such matters. No statements or agreements, oral or written, made prior to or at the signing
hereof, shall vary, waive or modify the written terms hereof.



     6.9 Defined Terms. Capitalized terms used in this Waiver and not otherwise defined
herein shall have the meaning ascribed to such terms in the Purchase Agreement.



     6.10 No Third Party Beneficiaries. The terms and provisions of this Waiver shall be
for the sole benefit of the parties hereto and their respective successors and assigns; no other
person, firm, entity or corporation shall have any right, benefit or interest under this Waiver.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the day and year first
above written.



	 	 	 	 	 
	 	LOAN PARTIES:



IST ACQUISITIONS, LLC

By its sole member

Mirion Technologies, Inc.

 	 
	 	By:  	/s/ Thomas Logan
 	 
	 	 	Name:  	Thomas D. Logan 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	MIRION TECHNOLOGIES (IST) CORPORATION

 	 
	 	By:  	/s/  Seth B. Rosen
 	 
	 	 	Name:  	Seth B. Rosen 	 
	 	 	Title:  	Secretary 	 
	 
	 	MIRION TECHNOLOGIES (CONAX NUCLEAR), INC.

 	 
	 	By:  	/s/  Seth B. Rosen
 	 
	 	 	Name:  	Seth B. Rosen 	 
	 	 	Title:  	Secretary 	 
	 
	 	IST INSTRUMENTS, INC.

 	 
	 	By:  	/s/  Thomas Logan
 	 
	 	 	Name:  	Thomas D. Logan 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[Signature Page 1 of 2 to IST Waiver]




 









 








	 	 	 	 	 
	 	AGENT:



AMERICAN CAPITAL FINANCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Vice President 	 
	 
	 	PURCHASERS:



AMERICAN CAPITAL, LTD.

 	 
	 	By:  	/s/  Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ACAS BUSINESS LOAN TRUST 2005-1



By:  AMERICAN CAPITAL, LTD., as Servicer

 	 
	 	By:  	/s/  Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ACAS BUSINESS LOAN TRUST 2006-1





By:  AMERICAN CAPITAL, LTD., as Servicer

 	 
	 	By:  	/s/  Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ACAS BUSINESS LOAN TRUST 2007-1





By:  AMERICAN CAPITAL, LTD., as Servicer

 	 
	 	By:  	/s/  Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page 2 of 2 to IST Waiver]





 









 








ANNEX A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchasers




AMERICAN CAPITAL, LTD.

2 Bethesda Metro Center

14th Floor

Bethesda, MD 20814




ACAS BUSINESS LOAN TRUST 2005-1

ACAS BUSINESS LOAN TRUST 2006-1

ACAS BUSINESS LOAN TRUST 2007-1

c/o American Capital, Ltd., as Servicer

2 Bethesda Metro Center

14th Floor

Bethesda, MD 20814