exv10w2w4






Exhibit 10.2.4




 

 






AMENDMENT NO. 3

TO

NOTE AND EQUITY PURCHASE AGREEMENT




by and among




MGP INSTRUMENTS, INC.




AS BORROWER,




DOSIMETRY ACQUISITIONS (U.S.), LLC (successor by merger to

Dosimetry Acquisitions (U.S.), Inc.)




AS GUARANTOR,




AMERICAN CAPITAL FINANCIAL SERVICES, INC.




AS AGENT




and




THE PURCHASERS IDENTIFIED ON

ANNEX A HERETO




Date of Amendment No. 3: June 30, 2006

Date of Amendment No.2: November 1, 2005

Date of Amendment No. 1: October 22, 2004

Original Date: June 23, 2004




 

 






 









 












AMENDMENT NO. 3

TO

NOTE AND EQUITY PURCHASE AGREEMENT




$24,944,400 Aggregate Principal Amount of Senior Term B Notes Due June 23, 2010




$12,168,000 Aggregate Principal Amount of Senior Subordinated Notes Due June 23, 2011




$4,867,200 Aggregate Principal Amount of Junior Subordinated Notes Due June 23, 2011




$8,213,400 Revolving Loan Facility




     THIS AMENDMENT NO. 3 TO THE NOTE AND EQUITY PURCHASE AGREEMENT, dated as of June 30, 2006
(this “Amendment”), is by and among MGP INSTRUMENTS, INC. (“Borrower”), DOSIMETRY
ACQUISITIONS (U.S.), LLC (“Topco”), as Guarantor, AMERICAN CAPITAL STRATEGIES, LTD.
(“ACAS”), ACS FUNDING TRUST I (“AFT,” and together with ACAS, the “Purchasers”),
and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as agent
for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined
elsewhere in this Amendment have the meanings assigned to such terms in the Agreement (as defined
below).



RECITALS




     A. The Borrower, ACAS, and ACFS are parties to a Note and Equity Purchase Agreement dated as
of June 23, 2004 (as amended to date, the “Agreement”), pursuant to which ACAS purchased
from the Borrower certain Senior Term B Notes; certain Senior Subordinated Notes; and certain
Junior Subordinated Notes.



     B. ACAS has sold or contributed certain of the Notes to AFT.



     C. The Borrower has requested, and Agent and Purchasers have agreed, to extend the Revolving
Loan Termination Date until June 23, 2008.



     D. All capitalized terms used but not defined herein shall have the respective meanings
ascribed in the Agreement.



     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 follows:



ARTICLE 1




CONSENT, AMENDMENT AND LIMITED WAIVER




     1.1 Consent. Pursuant to Section 15.2 of the Agreement, each of the undersigned Agent
and Purchasers hereby consent to this Amendment and agree, subject to the conditions set forth



 









 




herein, that upon the execution hereof, the Agreement is hereby amended as follows and shall
be deemed to be amended, effective as of the date set forth above.




     1.2 Amendment to Section 2.3. Section 2.3(a) of the Agreement is hereby amended by
replacing the phrase “June 23, 2005” with the phrase “June 23, 2008”.



     1.3 Limited Waiver. The Purchasers hereby waive any Default or Event of Default that
may exist as a result of the expiration of the Revolving Loan Termination Date.



ARTICLE 2




REFERENCE TO AND EFFECT ON THE AGREEMENT




     2.1 References. On and after the date hereof, (i) each reference in the Agreement to
“this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a
reference to the Agreement as amended hereby, and (ii) each reference to the Agreement in all other
Purchase Documents shall mean and be a reference to the Agreement, as amended hereby.



     2.2 Effects. Except as specifically amended above, the Agreement, and all other
documents, instruments and agreements executed and/or delivered in connection therewith, shall
remain in full force and effect, and are hereby ratified and confirmed. Without limiting the
foregoing, all representations and warranties of the Loan Parties contained in the Purchase
Documents or made in writing in connection therewith and herewith shall survive the execution and
delivery of this Amendment.



     2.3 No Waiver. The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Purchaser, or constitute a waiver of, or
consent to and departure from, any provision of the Agreement, or any other documents, instruments
and agreements executed and/or delivered in connection therewith.



ARTICLE 3




MISCELLANEOUS




     3.1 Ratification. Except as expressly modified hereby, the Agreement remains in full
force and effect.



     3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.



     3.3 Severability. Whenever possible, each provision of this Amendment shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction,
such provision shall be in effective only to the extent of such prohibition nor invalidity, without
invalidating any other provision of this Amendment.



3









 





     3.4 Headings. Article, section and subsection headings in this Amendment are included
for convenience of reference only and shall not constitute a part of this Amendment for any other
purpose.



     3.5 Counterparts. This Amendment may be executed in any number of counter parts and
by either party hereto on separate counterparts, each of which, when so executed and delivered,
shall be an original, but all such counterparts shall together constitute one and the same
instrument.



     3.6 Integration. This Amendment, the Agreement, as amended, and the other Purchase
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.



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SIGNATURE PAGE TO

AMENDMENT NO. 3

TO

NOTE AND EQUITY PURCHASE AGREEMENT




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



	 	 	 	 	 
	 	LOAN PARTIES:



MGP INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Jon Blake 	 
	 	 	Name:  	Jon Blake 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	DOSIMETRY ACQUISITIONS (U.S.), LLC

By its sole member

MIRION TECHNOLOGIES, INC

 	 
	 	By:  	/s/ Steve Burke 	 
	 	 	Name:  	Steve Burke 	 
	 	 	Title:  	Treasurer 	 
	 
	 	PURCHASERS:



AMERICAN CAPITAL STRATEGIES, LTD.

 	 
	 	By:  	/s/ Todd Wilson 	 
	 	 	Name:  	Todd Wilson 	 
	 	 	Title:  	Principal 	 
	 
	 	ACS FUNDING TRUST I



By: AMERICAN CAPITAL
STRATEGIES, LTD.

       its Servicer

 	 
	 	By:  	/s/ Todd Wilson 	 
	 	 	Name:  	Todd Wilson 	 
	 	 	Title:  	Principal 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AGENT:


AMERICAN CAPITAL FINANCIAL 

SERVICES, INC., as Agent

 	 
	 	By:  	/s/ Todd Wilson 	 
	 	 	Name:  	Todd Wilson 	 
	 	 	Title:  	Vice President