exv10w2w13





EXHIBIT 10.2.13


Revolving Note



	 	 	 
	Purchaser: American Capital Strategies, Ltd.

Principal Amount: $8,213,400
	 	Smyrna, Georgia

June 23, 2004





     FOR VALUE RECEIVED, the undersigned, MGP Instruments, Inc., a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of the Purchaser set forth above (the “Purchaser”)
the principal amount set forth above or, if less, the aggregate unpaid principal amount of this
Revolving Note (the “Revolving Note”) set forth above, payable at such times, and in such amounts,
as are specified in the Note and Equity Purchase Agreement, dated as of June 23, 2004, among the
Borrower, Dosimetry Acquisitions (U.S.), Inc., American Capital Financial Services, Inc., as Agent,
and the other parties thereto, as the same may be amended, restated, supplemented or otherwise
modified from time to time (the “Purchase Agreement”).


     The Borrower promises to pay interest on the unpaid principal amount of this Revolving Note
from the date made until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Purchase Agreement.


     Both principal and interest are payable in the lawful money of the United states of America as
follows:

If by U.S. Mail to:


American Capital Financial Services, Inc., as Agent

ACS Funding Trust I, NW 7941

P.O. Box 1450

Minneapolis, MN 55485-7941


If by Overnight Service to:


NW
7_41  c/o Regular ACS Funding Trust I

1350 Energy Lane, Suite 200

St. Paul, MN 55108


If by wire transfer to;


Wells Fargo Bank, NA.

ABA_xxxxxxxxx

Account Name: ACS Funding Trust I

Account #: xxxx-xxxxxx





 








 








     This Revolving Note is one of the Revolving Notes referred to in, and is entitled to the
benefits of, the Purchase Agreement. Capitalized terms used herein and not defined herein are used
herein as defined in the Purchase Agreement.



     The Purchase Agreement, among other things, (i) provides for the purchase of the Revolving
Notes by the Purchaser in an aggregate amount not to exceed at any time outstanding the Principal
Amount set forth above, the indebtedness of the Borrower resulting from such purchase being
evidenced by this Revolving Note and (ii) contains provisions for acceleration of the maturity of
the unpaid principal amount of this Revolving Note upon the happening of certain stated events and
also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms
and conditions therein specified.



     This Revolving Note is secured as provided in the Security Documents.



     Demand, diligence, presentment, protest and notice of non-payment and protest are hereby
waived by the Borrower.



     This Revolving Note shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York.



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     IN WITNESS WHEREOF, the Borrower has caused this Revolving Note to be executed and delivered
by its respective duly authorized officer as of the day and year and at the place set forth above.



	 	 	 	 	 
	 	BORROWER:





MGP INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Michael S. Wilson
 	 
	 	 	Name:  	Michael S. Wilson 	 
	 	 	Title:  	Vice President and CEO 	 
	 




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