exv10w2w5






Exhibit 10.2.5




AMENDMENT NO. 4 AND WAIVER




          This AMENDMENT NO. 4 AND WAIVER (this “Amendment and Waiver”), dated as of December
22, 2006, to the Note and Equity Purchase Agreement, dated as of June 23, 2004 and as amended by
Amendment No. 1, dated as of October 22, 2004, Amendment No. 2, dated as of November 1, 2005,
Second [sic] Amendment and Consent, dated as of December 22, 2005, Amendment No. 3, dated as of
June 30, 2006 (as the same may be amended, supplemented or modified from time to time in accordance
with its terms, the “Note Purchase Agreement”), by and among MGP INSTRUMENTS, INC., a
Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC, a Delaware limited
liability company and successor by merger to Dosimetry Acquisition (U.S.), Inc. (“Topco”),
as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto
(each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL
SERVICES, INC., a Delaware corporation (“ACFS”), as agent for Purchasers (“Agent”).
All capitalized terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Note Purchase Agreement.




          WHEREAS, Borrower, Topco, Purchasers and ACFS are party to the Note Purchase Agreement; and




          WHEREAS, pursuant to the transactions contemplated by the Master Restructuring Agreement and
Plan of Merger dated as of December 22, 2005, to which the Borrower is a party, Mirion
Technologies, Inc. (formerly known as Global Monitoring Systems, Inc., “Mirion”) became the
sole member of Borrower; and




          WHEREAS, Borrower no longer prepares financial statements separate from Mirion and the parties
hereto desire to waive prior non-compliance with existing financial covenants and to amend certain
provisions of the Note Purchase Agreement to provide that financial covenants be measured based on
the consolidated financial reporting of Mirion and its subsidiaries;




          WHEREAS, under Section 15.2 of the Note Purchase Agreement, any amendment thereof requires a
written instrument executed by Topco and each Loan Party and, to the extent such modification
relates to the Notes, by the Agent on behalf of the Purchasers; and




          WHEREAS, the parties hereto agree and hereby do wish to amend the Note Purchase Agreement by
making the changes set forth herein in accordance with Section 15.2 of the Note Purchase Agreement;




          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:




 









 








          SECTION 1. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT




          1.1 The following definitions are hereby added to Section 1.1 in alphabetical order:




          “Measurement Date” has the meaning assigned to such term in Section 7.3(a).




          “Measurement Period” means the twelve (12) month period ending on a Measurement Date.




          ““Mirion” means Mirion Technologies, Inc., a Delaware corporation.”




          “Total Debt to EBITDA Ratio” means the ratio of (a) all Indebtedness of the Loan
Parties on a consolidated basis, as of a particular Measurement Date to (b) the EBITDA for the
Measurement Period ending on such Measurement Date.




          SECTION 2. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT




          The following definitions in Section 1.1 are hereby amended and
restated in their entirety:




          ““Capital Expenditures” means for any period of determination capital expenditures of
the Loan Parties for such period determined and consolidated in accordance with GAAP, excluding
expenditures made in connection with the replacement, substitution or restoration of assets to the
extent financed with insurance proceeds, cash awards arising from a taking by eminent domain or
condemnation or cash proceeds of asset dispositions reinvested in replacement assets.”




          ““EBITDA” means for any period, without duplication, the sum of the following for the
Loan Parties on a consolidated basis, each calculated for such period: (a) Net Income (as adjusted
for by the Board of Directors of Mirion for non-recurring charges and specifically excluding
extraordinary gains or extraordinary losses and gains or losses from sales of assets, other than
inventory sold in the ordinary course of business), minus (b) interest income, plus
(c) interest expense, plus (d) charges against income for Taxes, plus (e)
depreciation expenses, plus (f) amortization expenses, plus (g) all non-cash compensation
expenses of the Loan Parties on a consolidated basis, plus (h) Management Fees.




          ““Fixed Charges” means, for any period, and each calculated for such period (without
duplication) on a consolidated basis, (a) cash interest expense of the Loan Parties; plus
(b) scheduled payments of principal with respect to all Indebtedness of the Loan Parties;
plus (c) cash payment of income or franchise taxes included in the determination of Net
Income, excluding any provision for deferred taxes; plus (d) payment of deferred taxes
accrued in any prior period.”




          ““Fixed Charge Coverage Ratio” means for a particular Measurement Period, the ratio of
(a) EBITDA minus Capital Expenditures (exclusive of Capital Expenditures financed during such
period under Capitalized Leases or other Indebtedness (Indebtedness, for this



2









 






purpose, does not include advances under the Revolving Loan)), to (b) Fixed Charges, in each
case of the Loan Parties on a consolidated basis during such Measurement Period.”




          ““Interest Coverage Ratio” means, for a particular Measurement Period, the ratio of
(a) EBITDA to (b) cash interest expense, in each case of the Loan Parties on a consolidated basis
during such Measurement Period.”




          ““Loan Parties” shall mean Borrower and any Subsidiary of Borrower who becomes a party
hereto after the date hereof; provided, that for purposes of Section 7.3, and any defined
terms used therein, “Loan Parties” shall mean Mirion and all of its Subsidiaries.”




          ““Net Income” means, for any period, the net income (or loss) of the Loan Parties on a
consolidated basis for such period, after deduction of all expenses, taxes and other proper
charges, determined in accordance with GAAP, for such period taken as a single accounting period,”




          2.1 Section 7.3 is hereby amended and restated in its entirety as follows:




          “7.3 Financial Covenants. The Loan Parties, jointly and severally, covenant and agree
that, so long as all or any part of the Notes remains outstanding:




               (a) The Loan Parties shall maintain, on a consolidated basis, at the end of each fiscal
quarter (each such date being a “Measurement Date”), beginning December 31, 2006:



               (i) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio for
the Measurement Period ending on the last day of each fiscal quarter of at least 1.0 to 1.0.



               (ii) Maximum Total Debt to EBITDA Ratio. A maximum Total Debt to EBITDA Ratio as of
the Measurement Date as follows:



	 	 	 
	For the Twelve Months Ended on	 	 
	the Measurement Date	 	Ratio
	December 31, 2006

	 	6.50 to 1.0
	March 31, 2007

	 	6.50 to 1.0
	June 30, 2007

	 	6.50 to 1.0
	September 30, 2007

	 	6.50 to 1.0
	December 31, 2007

	 	6.25 to 1.0
	March 31, 2008

	 	6.25 to 1.0
	June 30, 2008

	 	6.25 to 1.0
	September 30, 2008

	 	6.00 to 1.0
	December 31, 2008

	 	6.00 to 1.0
	March 31, 2009

	 	6.00 to 1.0
	June 30, 2009
and each fiscal quarter thereafter

	 	5.50 to 1.0






3









 






               (iii) Minimum Interest Coverage Ratio. A minimum Interest Coverage Ratio for the
Measurement Period ending on the Measurement Date as follows:



	 	 	 
	For the Twelve Months Ended	 	 
	on the Measurement Date	 	Ratio
	December 31, 2006

	 	1.40 to 1.0
	March 31, 2007

	 	1.40 to 1.0
	June 30, 2007 and each fiscal
quarter thereafter

	 	1.50 to 1.0






               (b) Capital Expenditures. The Loan Parties shall not make, on a consolidated basis,
during any Fiscal Year any Capital Expenditures that in the aggregate (after giving effect to all
such Capital Expenditures made during such Fiscal Year) exceed $7,500,000; provided, that
to the extent that aggregate Capital Expenditures made, on a consolidated basis, by the Loan
Parties in any Fiscal Year are less than the amount set forth above for such Fiscal Year, the
lesser of (i) such excess amount and (ii) fifty percent (50%) of the amount set forth above for
such Fiscal Year may be carried forward, but may be expended only in the immediately succeeding
Fiscal Year. Any amount so carried forward shall be deemed made hereunder following utilization of
all allowed amounts (without regard to such rollover) for Capital Expenditures in such immediately
succeeding Fiscal Year.”



          SECTION 3. WAIVER




          3.1 Subject to the terms and conditions herein, the Agent hereby waives any past or present
Events of Default arising under Section 8.1(d) of the Note Purchase Agreement resulting from the
failure of the Borrower to comply with Section 7.3 of the Note Purchase Agreement.




          3.2 Except as set forth in Section 2.1, the Agent hereby reserves all rights and remedies
granted to the Agent and the Purchasers under the Note Purchase Agreement or applicable law or
otherwise and nothing contained herein shall be construed to limit, impair or otherwise affect the
right of the Agent and the Purchasers to declare an Event of Default with respect to any future
non-compliance with any covenant, term or provision of the Note Purchase Agreement or any other
document now or hereafter executed and delivered in connection therewith.




          SECTION 4. MISCELLANEOUS




          4.1 All references to the Note Purchase Agreement in the Note Purchase Agreement, the Purchase
Documents and the other documents and instruments delivered pursuant to or in connection therewith
shall mean the Note Purchase Agreement as amended hereby and as such may in the future be amended,
restated, supplemented or modified from time to time.




4









 








          4.2 This Amendment and Waiver may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement.




          4.3 Delivery of an executed counterpart of a signature page by facsimile or electronic mail
shall be effective as delivery of a manually executed counterpart.




          4.4 This Amendment and Waiver shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of Maryland.




          4.5 the parties hereto shall, at any time and from time to time following the execution of
this Amendment and 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 Amendment and Waiver.





5









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly
executed by their respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	LOAN PARTIES:




MGP INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Michael S. Wilson 	 
	 	 	Name:  	MICHAEL WILSON 	 
	 	 	Title:  	CEO 	 
	 
	 	DOSIMETRY ACQUISITIONS (U.S.), INC.

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	THOMAS LOGAN 	 
	 	 	Title:  	PRESIDENT 	 



[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE DOSIMETRY NEPA]




 









 








	 	 	 	 	 
	 	AGENT:




AMERICAN CAPITAL FINANCIAL
SERVICES, INC.

 	 
	 	By:  	/s/ Robert Klein 	 
	 	 	Name:  	ROBERT KLEIN 	 
	 	 	Title:  	VICE PRESIDENT 	 
	 
	 	
PURCHASERS:




AMERICAN CAPITAL STRATEGIES, LTD.

 	 
	 	By:  	/s/ Robert Klein 	 
	 	 	Name:  	ROBERT KLEIN 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 
	 	
ACS FUNDING TRUST I

 	 
	 	By:  	AMERICAN CAPITAL STRATEGIES,
 	 
	 	 	LTD., as Servicer 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Robert Klein 	 
	 	 	Name:  	ROBERT KLEIN 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 
	 	
ACAS BUSINESS LOAN TRUST 2004-1

 	 
	 	By:  	AMERICAN CAPITAL STRATEGIES, LTD.,
 	 
	 	 	as Servicer 	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Robert Klein 	 
	 	 	Name:  	ROBERT KLEIN 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 
	 	
ACAS BUSINESS LOAN TRUST 2005-1

 	 
	 	By:  	AMERICAN CAPITAL STRATEGIES, LTD.,
 	 
	 	 	as Servicer 	 
	 	 	 
	 	By:  	/s/ Robert Klein 	 
	 	 	Name:  	ROBERT KLEIN 	 
	 	 	Title:  	MANAGING DIRECTOR 	 
	 




[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE DOSIMETRY NEPA]