exv10w23w2






Exhibit 10.23.2




Execution Copy




MIRION TECHNOLOGIES, INC.

SECOND AMENDMENT TO

STOCKHOLDERS AGREEMENT




          THIS SECOND AMENDMENT (this “Amendment”) is entered into as of July 13, 2006, by and
among MIRION TECHNOLOGIES, INC. (f/k/a Global Monitoring Systems, Inc.), a Delaware corporation
(the “Corporation”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together
with its transferees, “ACAS”) and the other persons signatory hereto representing the
holders of not less than fifty-one percent (51%) of the Common Stock of the Corporation other than
Common Stock owned by ACAS (collectively, the “Amending Stockholders”)




W I T N E S S E T H :




          WHEREAS, the Corporation, ACAS and the Corporation’s Stockholders are party to a Stockholders
Agreement dated December 22, 2005 (as amended, the “Agreement”);




          WHEREAS, the Corporation, ACAS and the Amending Stockholders desire to amend the Agreement in
accordance with Section 13.7 thereof; and




          WHEREAS, Capitalized terms used herein without definition shall have the meanings assigned
thereto in the Agreement.




          NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto,
and of the mutual benefits to be gained by the performance thereof, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties for
themselves, their heirs, executors, administrators, successors and assigns, do hereby covenant and
agree as follows:




          SECTION 1. Amendment. Section 10.1 of the Agreement is hereby amended in its
entirety as follows:





“10.1 Board of Directors Composition. The Board shall initially consist of
five (5) directors. ACAS shall have the right to nominate two directors who shall
initially be Robert Klein and Todd Wilson. The Chief Executive Officer of the
Corporation, who is Thomas Logan on the date hereof, also shall be a director. The
Board shall have the right to nominate two additional directors, one of whom shall
initially be Donald Hartman and the other of whom shall be an independent director.
Pursuant to Article II, Section 2(a) of the Amended and Restated Bylaws of the
Corporation, the Corporation must at all times maintain a Board of seven (7)
directors with two (2) vacancies, subject to filling such vacancies as further
provided in this Section. If at any time there is an subsidiary as to which
American Financial Services, Inc. (“ACFS”) serves as agent for the lender or
note



 









 






purchaser thereunder, ACFS shall have the right to nominate two (2) directors to
fill the vacancies on the Board. In addition, if at any time ACAS exercises its
right to convert its Preferred Stock into Common Stock in sufficient shares such
that it thereafter owns a majority of the Class A Voting Common Stock, ACAS shall
have the right to nominate two (2) directors to fill the vacancies on the Board.



          SECTION 2. Miscellaneous.




          (a) Except as specifically amended above, the Agreement is and shall continue to be in full
force and effect.




          (b) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of any party hereto under the
Stockholders Agreement, or constitute a waiver of any provision of any other agreement.




          (c) Upon the effectiveness hereof, each reference in the Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Agreement, and each reference in any
other agreement to “the Agreement”, “thereunder”, or “thereof” or words of like import referring to
the Agreement, shall mean and be a reference to the Agreement as amended hereby.




          (d) This instrument may be executed in any number of counterparts, each of which so executed
shall be deemed to be an original, but all such counterparts shall together constitute but one and
the same instrument.




          (e) All headings set forth in this Amendment are intended for convenience only and shall not
control or affect the meaning, construction or effect of this Amendment or the Agreement or of any
of the provisions hereof or thereof.




          (f) This Amendment shall be deemed to be a contract governed by the laws of the State of
Delaware and shall for all purposes be construed in accordance with the laws of such state, without
reference to the conflicts of laws provisions thereof.




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          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed, by their duly
authorized officers or agents where applicable, as of the same day and year first above written.




	 	 	 	 	 
	 	MIRION TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Thomas Logan
 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN CAPITAL STRATEGIES, LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	AMENDING STOCKHOLDERS

 	 
	 	 	/s/ Thomas D. Logan
 	 
	 	 	Thomas D. Logan 	 
	 	 	 	 
	 



SIGNATURE PAGE TO SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT





 









 





          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed, by their duly
authorized officers or agents where applicable, as of the same day and year first above written.




	 	 	 	 	 
	 	MIRION TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	President 	 
	 
	 	AMERICAN CAPITAL STRATEGIES, LTD.

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

 	 
	 	 	 	 
	 	 	Thomas D. Logan 	 
	 	 	 	 
	 



SIGNATURE PAGE TO SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT