exv10w2w12





EXHIBIT 10.2.12


Junior Subordinated Note



	 	 	 
	Purchaser: American Capital Strategies, Ltd. 

Principal Amount: $4,867,200
	 	Smyrna, Georgia 
June 23, 2004




     FOR VALUE RECEIVED, the undersigned, MGP Instruments, Inc., a Delaware corporation (the
“Borrower”), hereby promise 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
Junior Subordinated Note (the “Junior Subordinated 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 tine to time (the “Purchase Agreement”).


     The Borrower promises to pay interest on the unpaid principal amount of this Junior
Subordinated 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 Junior Subordinated Note is one of the Junior Subordinated 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 Junior
Subordinated 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 Junior Subordinated Note and (ii) contains provisions for acceleration of
the maturity of the unpaid principal amount of this Junior Subordinated 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 Junior Subordinated 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 Junior Subordinated 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 Junior Subordinated 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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