exv10w2w8






Exhibit 10.2.8




WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT




     THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made
and entered into as of June 15, 2009 by and among MIRION TECHNOLOGIES (MGPI), INC. (fka MGP
INSTRUMENTS, INC.), a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.),
LLC, a Delaware limited liability company, and successor by merger to Dosimetry Acquisitions
(U.S.), Inc. (“TopCo”) as Guarantor, 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, Borrower, Agent and the Purchasers are parties to that certain Amended and Restated
Note and Equity Purchase Agreement, dated as of June 23, 2004 (as amended from time to time, the
“Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by the
Borrower;



     WHEREAS, as part of a project to change the corporate names of the operating companies within
the Mirion corporate group, Borrower has changed its corporate name from MGP Instruments, Inc. to
Mirion Technologies (MGPI), Inc. on May 27, 2009;



     WHEREAS, as part of an international tax restructuring of the Mirion corporate group, TopCo,
which is a wholly owned subsidiary of Mirion Technologies, Inc. (“Mirion”) desires to
acquire equity ownership of Mirion’s indirect wholly owned subsidiary, Mirion Technologies (IST
France) SAS (fka IST Auxitrol Nuclear SAS);



     WHEREAS, on February 10, 2004, Dosimetry Acquisitions (U.S.), Inc. was incorporated as a
Delaware corporation; on December 15, 2005, Dosimetry Acquisitions (U.S.), LLC was formed as a
Delaware limited liability company; and December 31, 2005 Dosimetry Acquisitions (U.S.), Inc.
merged with and into Dosimetry Acquisitions (U.S.), LLC;



     WHEREAS, the Purchase Agreement requires the Borrower’s board of directors to be the same in
composition as TopCo’s and to meet quarterly but Dosimetry Acquisitions (U.S.), LLC, being a
limited liability company, has no board of directors;



     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;



     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 with Respect to Name Changes.



          1.1.1 Waiver of Notice Period for Changed or Additional Business Names. The
Purchasers hereby waive the Borrower’s obligations and the Purchasers’ rights, solely with respect
to the Borrower’s obligations to provide at least 30 days advance written notice of a change to its
corporate name and establishment of additional trade names, under the Purchase Agreement, including
without limitation Section 7.2(p), and the Purchasers hereby waive any related rights to the extent
such acts have constituted, or will constitute, an Event of Default.




          1.1.2 Waiver of Borrower’s Covenants Not to Amend Charter Documents or Bylaws. The
Purchasers hereby waive the Borrower’s obligations and Purchasers’ rights under the Purchase
Agreement solely with respect to amendments, modifications, termination or waiver of Charter
Documents or Bylaws in connection with Borrower’s change to its corporate name, including without
limitation Section 7.2(k) of the Purchase Agreement, and the Purchasers hereby waive any related
rights to the extent such acts have constituted, or will constitute, an Event of Default.




     1.2 Waiver with Respect to International Tax Restructuring. The Purchasers hereby
waive the Borrower’s obligations and Purchasers’ rights, solely with respect to the transfer of
equity ownership of Mirion Technologies (IST France) SAS to TopCo, under the Purchase Agreement,
including without limitation Sections 7.2(e) and 7.2(f), and the Purchasers hereby waive any
related rights to the extent such acts have constituted, or will constitute, an Event of Default.



     1.3 Waiver of Board Composition and Meeting Requirement. The Purchasers hereby waive
the Borrower’s obligations and Purchasers’ rights, solely with respect to the requirement that the
Borrower’s board of directors be identical in composition to the board of directors of TopCo and
that such board of directors meet at least quarterly, under the Purchase Agreement, including
without limitation Section 7.1(i)(i) of the Purchase Agreement, 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 Name Change. All references to “MGP Instruments, Inc.”
in the Purchase Agreement (and in all other provisions of the Transaction Documents) are hereby
replaced with “Mirion Technologies (MGPI), Inc.”



     2.2  Amendment with Respect to Board of Directors Covenant. Section 7.1(i) is hereby
amended and restated in its entirety to read as follows:




     “(i) Board of Directors.



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     (i) The Borrower’s Board of Directors shall consist of three
(3) directors. Purchasers shall have the right to designate two
(2) directors to the Board of Directors.




     (ii) Intentionally deleted.




     (iii) Members of the Board of Directors of Borrower shall be
reimbursed by Borrower for reasonable out of pocket expenses
incurred in connection with attendance at Board of Directors,
committee and stockholder meetings.




     (iv) Borrower hereby agrees that, notwithstanding the
fiduciary duties a director may have as a director of Borrower, a
director or any observer described in this Section 7.1(i) may
share with Agent or any Purchaser and such Purchaser’s legal and
financial advisors any confidential information related to the
business and operations of the Borrower disclosed to him during
the exercise of his duties as a director of Borrower or his
participation as an observer to the Board of Directors of
Borrower, as the case may be, unless such Board of Directors
specifically directs that such confidential information not be so
disclosed.”



ARTICLE 3




EFFECT OF WAIVER




     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this
Waiver, the execution, delivery and effectiveness of this Waiver 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 Borrower represents and warrants to Agent and
the Purchasers that (a) it has full power and authority to execute and deliver



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this Waiver and to perform their obligations hereunder, (b) upon the execution and delivery
hereof, this Waiver will be valid, binding and enforceable against Borrower in accordance with its
terms and (c) the Borrower has no defense, counterclaim or offset with respect to the Agreement or
the Notes.




ARTICLE 5




CONDITIONS PRECEDENT




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



ARTICLE 6




AGENT FEES




     6.1 Agent’s Fees and Expenses. Borrower 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.



ARTICLE 7




MISCELLANEOUS




     7.1 Affirmations. The Borrower hereby: (i) affirms all the provisions of the
Purchase Agreement, as modified by this Waiver, and all the provisions of each of the other
Transaction Documents, (ii) agrees that the terms and conditions of the Purchase Agreement, as
modified by this Waiver, and all other Transaction Documents shall continue in full force and
effect, and (iii) except as specifically referenced herein, the execution, delivery and
effectiveness of this Waiver 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 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, 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.



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



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     7.5 Counterparts. This Waiver 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 shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Waiver 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.



     7.7 Facsimile Signatures. This Waiver 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, 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 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 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.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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



	 	 	 	 	 
	 	BORROWER:



MIRION TECHNOLOGIES (MGPI), INC.

 	 
	 	By:  	/s/ Seth B. Rosen
 	 
	 	 	Name:  	Seth B. Rosen 	 
	 	 	Title:  	Secretary 	 
	 
	 	GUARANTOR:



DOSIMETRY ACQUISITIONS (U.S.), LLC

By its sole member

Mirion Technologies, Inc.

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



[Signature Page 1 of 2 to MGPI 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 2004-1

 	 
	 	By:  	AMERICAN CAPITAL, LTD., as Servicer
 	 
	 	 	 
	 	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 	 
	 



[Signature Page 2 of 2 to MGPI 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 2004-1

ACAS BUSINESS LOAN TRUST 2005-1

c/o American Capital, Ltd., as Servicer

2 Bethesda Metro Center

14th Floor

Bethesda, MD 20814