exv10w3w7






Exhibit 10.3.7




AMENDMENT NO. 4

TO THE

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT




     This AMENDMENT NO. 4 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated as
of July 20, 2007 (this “Amendment No. 4”), is entered into by and among IST Acquisitions,
LLC a Delaware limited liability company (successor by conversion to IST Acquisitions, Inc., the
“Parent”), Imaging and Sensing Technology Corporation, a New York corporation (the
“Borrower”), IST Conax Nuclear, Inc., a New York corporation, Imaging and Sensing
Technology International Corp., a New York corporation, IST Instruments, Inc., a New York
corporation, Quadtek, Inc., a Washington corporation (each a “Subsidiary” and collectively
the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the
securities purchasers that are now and hereafter at any time parties to the Amended and Restated
Agreement (as defined below) and are listed in Annex A thereto (or any amendment or supplement
thereto) (each a “Purchaser” and collectively, the “Purchasers”), and American
Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative and
collateral agent for the Purchasers (in such capacity, the “Agent”). Capitalized teilns
used and not defined elsewhere in this Amendment shall have the meanings ascribed to such terms in
the Amended and Restated Agreement.



     WHEREAS, the parties hereto are party to the Amended and Restated Note and Equity Purchase
Agreement, dated as of October 29, 2004, as amended by Amendment No. 1 on October 21, 2005,
Amendment No. 2 on May 16, 2006, and Amendment No. 3 on September 13, 2006 (the “Amended and
Restated Agreement”);



     WHEREAS, under Section 14.2 of the Amended and Restated Agreement, any amendment thereof
requires a written instrument executed by 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 Amended and Restated
Agreement by making the changes set forth herein in accordance with Section 14.2 of the Amended and
Restated 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:



     1. Amendments. The Amended and Restated Agreement is hereby amended as follows:



     (a) The following definitions set forth in Section 1.1 are hereby amended and restated in
their entirety:



          ““Revolving Loan Commitment” shall mean the amount of $20,250,000.”




 









 








     (b) The following definitions are hereby added to Section 1.1:




““Second Additional Revolving Loan Amount” shall mean an amount equal to
$10,000,000.”




““Second Additional Revolving Loan Closing Date” shall mean the date on which the
Revolving Loan Commitment is increased to $20,250,000.”




““Second Additional Revolving Loan Commitment Fee” shall mean an amount equal to 2%
of the Second Additional Revolving Loan Amount (i.e. an amount equal to $200,000).”



     (c) Section 4.1(i)(ix) is hereby added as set forth below:




“Second Additional Revolving Loan Commitment Fee. On the Second Additional
Revolving Loan Closing Date, the Loan Parties shall pay the Second Additional
Revolving Loan Commitment Fee to ACFS; and”


2. Effect on the Amended and Restated Agreement.




     (a) Except as specifically amended herein, the Amended and Restated Agreement, and all other
documents and instruments delivered pursuant to or in connection therewith, shall remain in full
force and effect, and are hereby ratified and confirmed.



     (b) Except as specifically referenced herein, the execution, delivery and effectiveness of
this Amendment No. 4 shall not operate as a waiver of any right, power or remedy of ACFS or the
Purchasers, nor constitute a waiver of any provision of the Amended and Restated Purchase Agreement
or any documents and instruments delivered pursuant to or in connection therewith.


3. Governing Law. This Amendment No. 4 shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns and shall be governed by and
construed in accordance with the laws of the State of Maryland.



4. Further Assurances. The parties hereto shall, at any time and from time to time
following the execution of this Amendment No. 4, 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 No. 4.



5. Headings. Section headings in this Amendment No. 4 are included herein for convenience
of reference only and shall not constitute a part of this Amendment No. 4 for any other purpose.



6. Counterparts. This Amendment No. 4 may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which when taken together shall
constitute one and the same agreement.




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 as of the day and
year first above written.



	 	 	 	 	 
	 	LOAN PARTIES:




IST ACQUISITIONS, INC.



By its sole member



MIRION TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	CEO 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY CORPORATION

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	CEO 	 
	 
	 	IST CONAX NUCLEAR, INC.

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	CEO 	 
	 
	 	IST INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	CEO 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY
INTERNATIONAL
CORP.

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	CEO 	 
	 
	 	QUADTEK, INC.

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	CEO 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE 1ST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT]





 









 








	 	 	 	 	 
	 	AGENT:




AMERICAN CAPITAL FINANCIAL SERVICES, INC.

 	 
	 	By:  	/s/ Robert Klein 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE 1ST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT]