exv10w4w2






Exhibit 10.4.2




CONSENT

TO

NOTE AND EQUITY PURCHASE AGREEMENT




     CONSENT, dated as of December 22, 2005 (this “Agreement”), to the Amended and Restated
Note and Equity Purchase Agreement, dated November 10, 2004, as amended (as the same may be
amended, supplemented or modified from time to time in accordance with its terms, the “Amended
and Restated Purchase Agreement”), by and Global Dosimetry Solutions, Inc., a Delaware
corporation (the “Company”), 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
administrative agent for Purchasers (in such capacity “Agent”). All capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms in the Note
Purchase Agreement.



RECITALS:




     WHEREAS, the Company wishes to enter into the Master Restructuring Agreement and Plan of
Merger (“Restructuring Agreement”), by and among the Company, Global Monitoring Systems,
Inc. (“GMS”) and the other parties listed therein, in the manner set forth in the
Restructuring, Agreement, in the form attached hereto as Exhibit A, in order to effect a
reorganization of the overall corporate structure of the Company; and



     WHEREAS, the Company has requested that the Purchasers consent to the transactions involving
the Company under the Restructuring Agreement and waive breach of any covenants violated thereby;
and



     WHEREAS, it is a condition to the Agreement by the Agent that GMS, enter into the Guaranty in
the form attached hereto as Exhibit B, and that GMS enter into a Pledge and Security
Agreement in the form attached hereto as Exhibit C.



     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants
herein contained, the Company, each Purchaser and the Agent agrees as follows:



ARTICLE 1




CONSENT




          1.1 The Purchasers hereby consent to the transactions involving the Company under the
Restructuring Agreement and hereby waive breach of any covenant in the Amended and Restated
Purchase Agreement violated as a result of such transaction.




ARTICLE 2




CONDITIONS PRECEDENT




     The provisions set forth in Article 1 hereof shall be effective as of the date on which GMS
shall have entered into the Pledge and Security Agreement and Guaranty and the Agent shall have
received this Agreement, executed and delivered by the Company, the Agent and each Purchaser (the
“Agreement Effective Date”).



 









 





ARTICLE 3




REPRESENTATIONS AND WARRANTIES




     In order to induce the Agent and the Purchasers to enter into this Agreement, the Company
represents and warrants to the Agent and each Purchaser, that:



     1. Corporate Power and Authority. As of the Agreement Effective Date, the Company has
all requisite power and authority to enter into this Agreement, and to carry out the transactions
contemplated hereby. The execution, delivery and performance of this Agreement has been duly
authorized by all necessary action on the part of the Company that is a party to this Agreement.



     2. No Conflict; Governmental Consents. The execution and delivery by the Company of
the Agreement and the consummation of the transaction contemplated hereby, do not and will not (i)
conflict in any material respect with or result in a material breach of the terms, conditions or
provisions of, (ii) constitute a material default under, (iii) except as created pursuant to the
Security Documents, result in the creation of any Lien upon the Company’s capital stock or assets
pursuant to, (iv) give any third party the right to accelerate any material obligation under, (v)
result in a material violation of, or (vi) require any material authorization, consent, approval,
exemption or other action by or notice to any Governmental Authority or, except as could not
        .reasonably be expected to have a Material Adverse Effect, any third party which has not been
obtained pursuant to, the Charter Documents (as to which no materiality qualifiers shall apply) of
the Company, or any Law to which the Company is subject, or any Contract, order, judgment or decree
to which the Company is a party or to which they or their assets are subject.



     3. Binding Obligation. This Agreement has been duly executed and delivered by the
Company and is the legally valid and binding obligation of the Company, enforceable against the
Company in accordance with its respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights
generally or by equitable principles relating to enforceability.



     4. Absence of Default. After giving effect to each of the amendments set forth herein
no Default or Event of Default shall have occurred and be continuing.



ARTICLE 4




MISCELLANEOUS




     This Agreement shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors and assigns of
Purchasers. The rights or obligations hereunder or any interest therein of the Company may not be
assigned or delegated by the Company without the prior written consent of all Purchasers.



     Except as expressly modified hereby, the Amended and Restated Purchase Agreement and all other
documents, agreements and instruments relating thereto are and shall remain unmodified and in full
force and effect. On and after the Agreement Effective Date, each reference in the Agreement to
“this Agreement”, “hereunder”, “hereof’, “herein” or words of like import, and each reference in
the Transaction Documents to the Amended and Restated Purchase Agreement, shall mean and be a
reference to the Agreement as amended hereby, and this



2









 







Agreement and the Amended and Restated Purchase Agreement shall be read together and construed
as a single document. This Agreement will not constitute a waiver of any provision of the Amended
and Restated Purchase Agreement other than a provisions pursuant to which a Default or Event of
Default would have occurred but for the effectiveness of this Agreement.



     In case any provision in or obligation hereunder or any Note shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not
in any way be affected or impaired thereby.



     Section headings herein are included herein for convenience of reference only and shall not
constitute a part hereof for any other purpose or be given any substantive effect.



     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES.



     This Agreement may be executed in any number of counterparts, each of which when so executed
and delivered shall be deemed an original, but all such counterparts together shall constitute but
one and the same instrument.



[The remainder of this page is intentionally left blank]




3









 





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



	 	 	 	 	 
	 	COMPANY:



GLOBAL DOSIMETRY SOLUTIONS, INC.

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



AMERICAN CAPITAL FINANCIAL SERVICES, INC.

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



GDS — NEPA CONSENT














 








	 	 	 	 	 
	 	PURCHASERS:



AMERICAN CAPITAL STRATEGIES, LTD.

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



ACS FUNDING TRUST I





			
	By:	 	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer





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


ACAS BUSINESS LOAN TRUST 2003-2





			
	By:	 	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer





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



GDS — NEPA CONSENT