exv10w2w14







Exhibit 10.2.14








FORM
OF SENIOR TERM B NOTE

SENIOR TERM B NOTE








	 	 	 
	Purchaser: American Capital Strategies, Ltd.

	 	Smyrna, Georgia
	Principal Amount: $                    

	 	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, as set forth above (the
“Purchaser”) the principal amount set forth above or, if less, the aggregate unpaid principal
amount of this Senior Term B Note ( the “Senior Term B 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 Senior Term B
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 7941 c/o Regular ACS Funding Trust I

1350 Energy Lane, Suite 200

St. Paul, MN 55108



If by wire transfer to:



Wells Fargo Bank, N.A.

ABA # xxxxxxxxx

Account Name: ACS Funding Trust I

Account #: xxxx-xxxxxx



     This Senior Term B Note is one of the Senior Term B 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 Senior Term B
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 Senior Term B Note and (ii) contains provisions for acceleration of the maturity
of the unpaid principal amount of this Senior Term B 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 Senior Term B 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 Senior Term B Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.



 









 





     IN WITNESS WHEREOF, the Borrower has caused this Senior Term B 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:
	 	 
 

	 	 
	 

	 	 	 	Name: Michael S. Wilson	 	 
	 

	 	 	 	Title: Vice President and CEO