exv10w3w5






Exhibit 10.3.5




AMENDMENT NO. 3

TO THE

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT




     This AMENDMENT NO. 3 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated as
of September 13, 2006 (this “Amendment No. 3”), 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 terms
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 and as
further amended by Amendment No. 2 on May 16, 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:




““LIBOR Period” means each month commencing on (i) in the case of the Senior Term B
Notes, October 1, 2006 (the “Term B Payment Date”), (ii) in the case of the
Senior Term C Notes, October 1, 2006 (the “Term C Payment Date”), and (iii)
in the case of the Senior Term D Notes, November 1, 2006 (the “Term D Payment
Date”), and ending in each case one month thereafter; provided, that if the
Term B Payment Date, Term C Payment Date, or Term D Payment Date is not a LIBOR
Business Day, then the LIBOR Period shall commence on the next date that is a LIBOR
Business Day and end one month thereafter; provided, further, that the foregoing
provision relating to LIBOR Periods is subject to the following:




     (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR
Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR
Business Day unless-the result of such extension would be to carry such LIBOR
Period into another calendar month in which event such LIBOR Period shall end on
the immediately preceding LIBOR Business Day;




     (b) any LIBOR Period that would otherwise extend beyond the maturity date of
the Notes shall end on such date; and




     (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such LIBOR Period) shall end on the last LIBOR
Business Day of a calendar month.”




““Revolving Loan Commitment” shall mean the amount of $10,250,000.”



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




““Additional Revolving Loan Amount” shall mean an amount equal to $5,000,000.”




““Additional Revolving Loan Closing Date” shall mean the date on which the Revolving Loan
Commitment is increased to $10,250,000.”




““Additional Revolving Loan Commitment Fee” shall mean an amount equal to 2% of the
Additional Revolving Loan Amount (i.e. an amount equal to $100,000).”



     (c) Section 3.1(a)(ii) is hereby amended and restated in its entirety as set forth below:



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     “(ii) The Loan Parties, jointly and severally, covenant and agree to make
payments to the Agent, for the ratable benefit of Purchasers, of accrued interest
on the Senior Term Loan B on the -first day of each LIBOR Period, commencing on
October 1, 2006 through the date of repayment in full of the Senior Term Loan B.
The Senior Term Loan B shall bear interest on the outstanding principal thereof at
a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus
eight percent (8.0%) per annum.”



     (d) Section 3.1(a)(iii) is hereby amended and restated in its entirety as set forth below:




     “(iii) The Loan Parties, jointly and severally, covenant and agree to make
payments to the Agent, for the ratable benefit of Purchasers, of accrued interest
on the Senior Term Loan C on the first day of each LIBOR Period, commencing on
October 1, 2006 through the date of repayment in full of the Senior Term Loan C.
The Senior Term Loan C shall bear interest on the outstanding principal thereof at
a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus
nine percent (9.0%) per annum.”



     (e) Section 3.1 (a)(iv) is hereby amended and restated in its entirety as set forth




     “(iv) The Loan Parties, jointly and severally, covenant and agree to make
payments to the Agent, for the ratable benefit of Purchasers, of accrued interest
on the Senior Term Loan D on the first day of each LIBOR Period commencing on
November 1, 2006 through the date of repayment in full of the Senior Term Loan D.
The Senior Term Loan D shall bear interest on the outstanding principal thereof at
a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus six
and five tenths (6.5%) per annum.”



     (f) Section 3.2(a) is hereby amended and restated as set forth below:




     “(a) Senior Term B Notes and Senior Term D Notes. The Loan Parties,
jointly and severally, covenant and agree to repay to Agent, for the ratable
benefit of Purchasers, the Senior Term B Notes and the Senior Term D Notes in
accordance with the amortization schedule set forth on Annex C attached hereto.
Notwithstanding the foregoing schedule, the Loan Parties, jointly and severally
covenant and agree to repay any and all unpaid principal oil the Senior Term B
Notes and the Senior Term D Notes, unpaid interest, fees and other amounts due
hereunder upon maturity of the Senior Term B Notes and the Senior Term D Notes,
respectively.”



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     (g) Section 4.1(i)(viii) is hereby added as set forth below:




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



     (h) Annex C to the Amended and Restated Agreement is hereby amended and restated in its
entirety as set forth on Annex C, attached hereto.



     (i) Annex D to the Amended and Restated Agreement is hereby amended and restated in its
entirety as set forth on Annex D, attached hereto.


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. 3 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. 3 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.




     (a) Further Assurances. The parties hereto shall, at any time and from time to time
following the execution of this Amendment No. 3, 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. 3.



     (b) Headings. Section headings in this Amendment No. 3 are included herein for
convenience of reference only and shall not constitute a part of this Amendment No. 3 for any other
purpose.



     (c) Counterparts. This Amendment No. 3 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.



[Remainder of this page intentionally left blank]




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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the day and
year first above written.



	 	 	 	 	 
	 	LOAN PARTIES:



IST ACQUISITIONS, LLC



By its sole member



MIRION TECHNOLOGIES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY CORPORATION

 	 
	 	By:  	/s/ Steven P. Burke 	 
	 	 	Name:  	Steven P. Burke 	 
	 	 	Title:  	CFO 	 
	 
	 	IST CONAX NUCLEAR, INC.

 	 
	 	By:  	/s/ Steven P. Burke 	 
	 	 	Name:  	Steven P. Burke 	 
	 	 	Title:  	CFO 	 
	 
	 	IST INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Steven P. Burke 	 
	 	 	Name:  	Steven P. Burke 	 
	 	 	Title:  	CFO 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.

 	 
	 	By:  	/s/ Steven P. Burke 	 
	 	 	Name:  	Steven P. Burke 	 
	 	 	Title:  	CFO 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE IST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE

AGREEMENT]




 









 








	 	 	 	 	 
	 	QUADTEK, INC.

 	 
	 	By:  	/s/ Steven P. Burke 	 
	 	 	Name:  	Steven P. Burke 	 
	 	 	Title:  	CFO 	 



	 	 	 	 	 
	 	AGENT:



AMERICAN CAPITAL FINANCIAL SERVICES, INC.

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



[SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE IST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE

AGREEMENT]




 









 






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, 2001,
	 	$	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	 
	May 24, 2010
	 	$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 this Amendment.




 









 










Senior Term D Notes




	 	 	 	 	 
	Payment
Date2	 	Payment Amount
	2005
	 	Q4	 	$37,500
	2006
	 	Q4	 	$37,500
	 
	 	Q1	 	$37,500
	 
	 	Q2	 	$37,500
	 
	 	December 1	 	$37,500
	2007
	 	March 1	 	$37,500
	 
	 	June 1	 	$37,500
	 
	 	September 1	 	$37,500
	 
	 	December 1	 	$37,500
	2008
	 	March 1	 	$37,500
	 
	 	June 1	 	$37,500
	 
	 	September 1	 	$37,500
	 
	 	December 1	 	$37,500
	2009
	 	March 1	 	$37,500
	 
	 	June 1	 	$37,500
	 
	 	September 1	 	$37,500
	 
	 	December 1	 	$37,500
	2010
	 	March 1	 	$37,500
	 
	 	June 1	 	$37,500
	 
	 	September 1	 	$37,500
	 
	 	December 1	 	$37,500
	2011
	 	March 1	 	$37,500
	 
	 	June 1	 	$37,500
	 
	 	September I	 	$37,500






Notwithstanding the foregoing schedule, to the extent not previously paid, all Senior Term D Notes
and any and all unpaid interest, fees and other amounts due in connection with the Senior Term D
Notes, shall be due and payable on October 21, 2011.






 




			
	2	 	Such Payment Date to occur on the first Business Day of
the month, as set forth in this Amendment.




 









 










ANNEX D




Maximum Debt to EBITDA Ratio




	 	 	 
	October-05
	 	6.25 to 1.0
	January-06
	 	6.00 to 1.0
	April-06
	 	5.75 to 1.0
	July-06
	 	5.50 to 1.0
	October-06
	 	6.25 to 1.0
	January-07
	 	6.25 to 1.0
	April-07
	 	6.00 to 1.0
	July-07
	 	6.00 to 1.0
	October-07
	 	5.75 to 1.0
	January-08
	 	5.50 to 1.0
	April-08
	 	5.50 to 1.0
	July-08
	 	5,50 to 1.0
	October-08
	 	5.25 to 1.0
	January-09
	 	5.25 to 1.0
	April-09
	 	5.25 to 1.0
	July-09
	 	5.25 to 1.0
	October-09
	 	5.25 to 1.0