exv10w3w11





Exhibit 10.3.11




Execution Version




WAIVER AND AMENDMENT AGREEMENT TO 

NOTE AND EQUITY PURCHASE AGREEMENT





     THIS WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver
and Amendment”) is made and entered into as of August 4, 2009 by and among IST ACQUISITIONS,
LLC, a Delaware limited liability company (“Parent”), MIRION TECHNOLOGIES (IST) CORPORATION
(fka IMAGING AND SENSING TECHNOLOGY CORPORATION), a New York corporation (“Borrower”),
MIRION TECHNOLOGIES (CONAX NUCLEAR), INC. (fka IST CONAX NUCLEAR, INC.), a New York corporation,
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York
corporation, and IST INSTRUMENTS, INC., a New York 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 thereto,
the securities purchasers that are now and hereafter at any time parties hereto and are listed in
Annex A (or any amendment or supplement thereto) attached hereto (each a
“Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL
SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for
Purchasers (in such capacity “Agent”).



RECITALS




     WHEREAS, the Loan Parties, Agent and the Purchasers are parties to that certain Amended and
Restated Note and Equity Purchase Agreement, dated as of October 29, 2004 (as amended from time to
time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by
the Loan Parties;



     WHEREAS, Agent and the Purchasers have agreed to waive the Loan Parties’ obligations and
covenants contained in the Purchase Agreement for the period commencing on June 30, 2006 and ending
upon July 1, 2009;



     WHEREAS, Agent and the Purchasers have agreed to amend the Purchase Agreement to update the
principal amounts of the Senior Term Loan B and to extend the maturity date of the Senior Term B
Notes and Senior Subordinated Notes and the Revolving Loan Termination Date; and



     WHEREAS, Agent and Purchasers have agreed to waive sections of the Purchase Agreement with
respect to the above matters, as set forth and subject to the terms and conditions in this Waiver
and Amendment.



     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual
covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and
agree as follow:



 









 





ARTICLE 1




WAIVERS TO PURCHASE AGREEMENT




     1.1 Waiver of Covenants. The Purchasers hereby waive the Loan Parties’ obligations
and Purchasers’ rights with respect to all covenants under the Purchase Agreement, including
without limitation the provisions contained in Article 7, for the period commencing on June 30,
2006 and ending upon July 1, 2009, and the Purchasers hereby waive any related rights to the extent
such acts have constituted, or will constitute, an Event of Default.



ARTICLE 2




AMENDMENTS




     2.1 Amendment with Respect to Revolving Loans. Section 2.3(a) of the Purchase
Agreement is hereby amended and restated in its entirety as follows:



               “(a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing
Date and to, but excluding July 1, 2011 (the “Revolving Loan Termination Date”), Purchasers
shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and
advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving
Loans”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment
Amount. From and after the Closing, the Revolving Loans shall be evidenced by a promissory note
made by the Loan Parties in favor of the Purchasers (the “Revolving Notes”) in the form
attached hereto as Exhibit A-4 to be delivered by the Loan Parties at the Closing. The
date and amount of each Revolving Loan made by Purchasers and each payment on account of principal
thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any
such recordation shall not affect the obligations of the Loan Parties to make payments when due of
any amounts owing in respect of the Revolving Loans.”



     2.2 Amendment with Respect to Repayment of Certain Notes.



          2.2.1 Section 2.1(b) is hereby amended and restated in its entirety to read as follows:




               “(a) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make
a loan (“Senior Term Loan B”) to the Loan Parties on the Closing Date in the principal
amount of $7,500,000 and on the Additional Closing Date of March 12, 2007 in the principal amount
of $2,000,000. From and after Closing, the Senior Term Loan B shall be evidenced by one or more
promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as
Exhibit A-1.2 (together with any promissory notes issued in substitution therefor pursuant
to Sections 6.3 and 6.4, the “Senior Term B Notes”, and together with the Senior Term A
Notes, the “Original Senior Term Notes”) to be delivered by the Loan Parties at the
Closing.”



          2.2.2 Section 2.2(a) is hereby amended and restated in its entirety to read as follows:




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               “(a) Senior Subordinated Notes. The Loan Parties have duly authorized the issuance
and sale to Purchasers of $7,500,000 in aggregate principal amount of the Loan Parties’ Senior
Subordinated Notes due July 1, 2011 (together with any Notes issued in substitution therefor
pursuant to Section 6.3 and 6.4 and any Notes issued in exchange for Put Shares pursuant to Section
10.5, the “Senior Subordinated Notes”), to be substantially in the form of the Senior
Subordinated Note attached hereto as Exhibit A-2.”




          2.2.3 Section 3.3(a) is hereby amended and restated in its entirety to read as follows:




               “(a) Senior Subordinated Notes. The Loan Parties, jointly and severally, covenant and
agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior
Subordinated Notes, in full, together with all the accrued and unpaid interest, fees and other
amounts due hereunder, on July 1, 2011.”



          2.2.4 Annex C to the Purchase Agreement, with respect to the Note Repayment Schedule for the
Senior Term B Notes, is hereby amended and restated in its entirety as set forth on Annex
C, attached hereto.




ARTICLE 3




EFFECT OF WAIVER AND AMENDMENT




     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this
Waiver and Amendment, the execution, delivery and effectiveness of this Waiver and Amendment shall
not (i) operate as a waiver of any future Event of Default, right, power or remedy of the
Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver of, or
consent to and departure from, any provision of the Purchase Agreement or any other documents,
instruments and agreements executed and/or delivered in connection therewith (the “Note
Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure,
modification, amendment or release of the Notes, the Purchase Agreement or the other Note
Documents.



     3.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all
other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.



ARTICLE 4




REPRESENTATIONS AND WARRANTIES




     4.1 Representations and Warranties. The Loan Parties, jointly and severally,
represent and warrant to Agent and the Purchasers that (a) they have full power and authority to
execute and deliver this Waiver and Amendment and to perform their obligations hereunder, (b) upon
the execution and delivery hereof, this Waiver and Amendment will be valid, binding and enforceable
against the Loan Parties in accordance with its terms and (c) such Loan Party has no defense,
counterclaim or offset with respect to the Agreement or the Notes.



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ARTICLE 5




CONDITIONS PRECEDENT




     5.1 Conditions Precedent. The effectiveness of this Waiver and Amendment is subject
to Agent’s receipt from the Loan Parties, on or before the date hereof, of an original of this
Waiver and Amendment, duly executed, and delivered in a manner satisfactory to Agent.



ARTICLE 6




AGENT FEES




     6.1 Agent’s Fees and Expenses. The Loan Parties shall pay or cause to be paid to
Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the
Waiver and Amendment.



ARTICLE 7




MISCELLANEOUS




     7.1 Affirmations. The Loan Parties hereby: (i) affirm all the provisions of the
Purchase Agreement, as modified by this Waiver and Amendment, and all the provisions of each of the
other Transaction Documents, (ii) agree that the terms and conditions of the Purchase Agreement, as
modified by this Waiver and Amendment, and all other Transaction Documents, as modified by the
Waiver and Amendment, shall continue in full force and effect, and (iii) except as specifically
referenced herein, the execution, delivery and effectiveness of this Waiver and Amendment 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 Agreement or any documents and instruments delivered pursuant to or
in connection therewith.



     7.2 Governing Law. This Waiver and Amendment 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 New York, without regard to conflict of
laws.



     7.3 Further Assurances. The parties hereto shall, at any time and from time to time
following the execution of this Waiver and Amendment, 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 Waiver and Amendment. The Purchasers shall file all necessary
instruments to terminate any secured interests in IST PR and the Dormant Parties that exist.



     7.4 Headings. Section headings in this Waiver and Amendment are included herein for
convenience of reference only and shall not constitute a part of this Waiver and Amendment for any
other purpose.



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     7.5 Counterparts. This Waiver and Amendment 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.



     7.6 Severability. Whenever possible, each provision of this Waiver and Amendment
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Waiver and Amendment is held to be prohibited by or invalid under applicable law
in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating any other provision of this Waiver and Amendment.



     7.7 Facsimile Signatures. This Waiver and Amendment may be executed and delivered by
facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as
if the original signature had been delivered to the other party.



     7.8 Integration. This Waiver and Amendment, the Purchase Agreement and the other
Transaction Documents set forth the entire understanding of the parties hereto with respect to all
matters contemplated hereby and supersede all previous agreements and understandings among them
concerning such matters. No statements or agreements, oral or written, made prior to or at the
signing hereof, shall vary, waive or modify the written terms hereof.



     7.9 Defined Terms. Capitalized terms used in this Waiver and Amendment and not
otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.



     7.10 No Third Party Beneficiaries. The terms and provisions of this Waiver and
Amendment shall be for the sole benefit of the parties hereto and their respective successors and
assigns; no other person, firm, entity or corporation shall have any right, benefit or interest
under this Waiver and Amendment.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver and Amendment as of the day
and year first above written.



	 	 	 	 	 
	 	LOAN PARTIES:



IST ACQUISITIONS, LLC

By its sole member

Mirion Technologies, Inc.

 	 
	 	By:  	/s/ Thomas D. Logan
 	 
	 	 	Name:  	Thomas D. Logan 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	MIRION TECHNOLOGIES (IST) CORPORATION

 	 
	 	By:  	/s/ Seth B. Rosen
 	 
	 	 	Name:  	Seth B. Rosen 	 
	 	 	Title:  	Secretary 	 
	 
	 	MIRION TECHNOLOGIES (CONAX NUCLEAR), INC.

 	 
	 	By:  	/s/ Seth B. Rosen
 	 
	 	 	Name:  	Seth B. Rosen 	 
	 	 	Title:  	Secretary 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORPORATION

 	 
	 	By:  	/s/ Thomas D. Logan
 	 
	 	 	Name:  	Thomas D. Logan 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	IST INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Thomas D. Logan
 	 
	 	 	Name:  	Thomas D. Logan 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[Signature Page 1 of 2 to IST Waiver]















 








	 	 	 	 	 
	 	AGENT:



AMERICAN CAPITAL FINANCIAL SERVICES, INC.

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



AMERICAN CAPITAL, LTD.

 	 
	 	By:  	/s/ Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ACAS BUSINESS LOAN TRUST 2005-1

 	 
	 	By:  	AMERICAN CAPITAL, LTD., as Servicer
 	 
	 	 	 
	 	By:  	                                      /s/ Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ACAS BUSINESS LOAN TRUST 2006-1

 	 
	 	By:  	AMERICAN CAPITAL, LTD., as Servicer
 	 
	 	 	 
	 	By:  	                                      /s/ Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ACAS BUSINESS LOAN TRUST 2007-1

 	 
	 	By:  	AMERICAN CAPITAL, LTD., as Servicer
 	 
	 	 	 
	 	By:  	                                      /s/ Robert Klein
 	 
	 	 	Name:  	Robert Klein 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page 2 of 2 to IST Waiver]















 








ANNEX A




INFORMATION RELATING TO PURCHASERS




Name and Address of Purchasers




AMERICAN CAPITAL, LTD.

2 Bethesda Metro Center

14th Floor

Bethesda, MD 20814




ACAS BUSINESS LOAN TRUST 2005-1

ACAS BUSINESS LOAN TRUST 2006-1

ACAS BUSINESS LOAN TRUST 2007-1

c/o American Capital, Ltd., as Servicer

2 Bethesda Metro Center

14th Floor

Bethesda, MD 20814














 






“ANNEX
C

NOTE REPAYMENT SCHEDULE




	 	 	 	 	 
	Senior Term B Notes	 	 
	Payment Date1	 	Payment Amount
	August 31, 2004
	 	$	25,000	 
	November 30, 2004
	 	$	25,000	 
	February 28, 2005
	 	$	25,000	 
	May 31, 2005
	 	$	25,000	 
	August 31, 2005
	 	$	25,000	 
	November 30, 2005
	 	$	25,000	 
	February 28, 2006
	 	$	25,000	 
	May 31, 2006
	 	$	25,000	 
	August 31, 2006
	 	$	25,000	 
	December 1, 2006
	 	$	25,000	 
	March 1, 2007
	 	$	25,000	 
	June 1, 2007
	 	$	25,000	 
	September 1, 2007
	 	$	25,000	 
	December 1, 2007
	 	$	25,000	 
	March 1, 2008
	 	$	25,000	 
	June 1, 2008
	 	$	25,000	 
	September 1, 2008
	 	$	25,000	 
	December 1, 2008
	 	$	25,000	 
	March 1, 2009
	 	$	25,000	 
	June 1, 2009
	 	$	25,000	 
	September 1, 2009
	 	$	25,000	 
	December 1, 2009
	 	$	25,000	 
	March 1, 2010
	 	$	25,000	 
	July 1, 2011
	 	 $	25,000	 (plus any remaining unpaid outstanding amounts owing) 








 




			
	1	 	Such Payment Date to occur on the first Business Day of
the month, as set forth in the Purchase Agreement.”