exv10w3w4









Exhibit 10.3.4




 

 






AMENDMENT NO. 3




to the




AMENDED AND RESTATED




NOTE AND EQUITY PURCHASE AGREEMENT




by and among




IST ACQUISITIONS, LLC.




IMAGING AND SENSING TECHNOLOGY CORPORATION AND

CERTAIN OF THE SUBSIDIARIES OF

IMAGING AND SENSING TECHNOLOGY CORPORATION




AS LOAN PARTIES




AND




AMERICAN CAPITAL FINANCIAL SERVICES, INC.




AS AGENT




and




THE PURCHASERS IDENTIFIED ON

ANNEX A HERETO




May 16, 2006




 

 






 









 












AMENDMENT NO. 3

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT





     THIS AMENDMENT NO. 3, dated May 16, 2006 (this “Amendment”), amends THE AMENDED AND
RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (as amended to date, the “Agreement”), dated as
of October 29, 2004, and is by and among IST ACQUISITIONS, LLC. (successor by conversion to IST
Acquisitions, Inc.), a Delaware corporation (“Parent”), IMAGING AND SENSING TECHNOLOGY
CORPORATION, a New York corporation (“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 hereto and are listed in Annex A, (or any amendment or supplement thereto) attached
hereto (each a “Purchases?’ 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




     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of May 24,
2004 (the “Original Purchase Agreement”);



     B. The parties hereto are party to the Agreement, pursuant to which the Original Purchase
Agreement was amended and restated;



     C. The Loan Parties, Purchasers and the Agent have agreed to enter into this Amendment to
amend the Agreement, in order to amend of certain terms of the Agreement.



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


1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as
defined in the Agreement.



2. Amendments. Section 2.3(a) of the 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, May 24, 2008 (the
“Revolving Loan Termination”), 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



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Closing, the Revolving
Loans shall be evidenced by a promissory note made by the Loan Parties
in favor of 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 ball not affect the obligations of
the Loan Parties to make payments when due of any amounts owing in
respect of the Revolving Loans.”


3. Representations and Warranties. Each Loan Party hereby represents and warrants as
follows:




     (a) This Amendment constitutes a legal, valid and binding obligation of such Loan Party and is
enforceable against such Loan Party in accordance with its terms.



     (b) Upon the effectiveness of this Amendment, such Loan Party hereby reaffirms that all
representations and warranties contained in Article 5 of the Agreement are true and correct in all
material respects (other than. those representations and warranties which are qualified as to
materiality, which are true and correct in all respects).



     (c) No Event of Default or Default has occurred and is continuing or would exist after giving
effect to this Amendment.



     (d) Such Loan Party has no defense, counterclaim or offset with respect to the Agreement or
the Notes.


4. Effect on the Agreement.




     (a) All references to the Amended and Restated Purchase Agreement in the Agreement and the
other documents and instruments delivered pursuant to or in connection therewith shall mean the
Agreement as amended hereby and as such may in the future be amended, restated, supplemented or
modified from time to time.



     (b) Except as specifically amended herein, the 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.



     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of
this 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.


5. Governing Law. This 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 Maryland.





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6. Further Assurances. The parties hereto shall, at any time and from time to time
following the execution of this 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 Amendment.



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



8. Counterparts. This 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.




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     IN WITNESS WHEREOF, the parties hereto have executed this 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 Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	Chief Executive Officer 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY CORPORATION

 	 
	 	By:  	/s/ Donald Hartman 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	President 	 
	 
	 	IST CONAX NUCLEAR, INC.

 	 
	 	By:  	/s/ Donald Hartman 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	President 	 
	 
	 	IST INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Donald Hartman 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	President 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY INTERNATIONAL
CORP.

 	 
	 	By:  	/s/ Donald Hartman 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	President 	 
	 



Signature Page to Amendment No. 3 to the

Amended and Restated Note and Equity Purchase Agreement




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	 	QUADTEK, INC,

 	 
	 	By:  	/s/ Donald Hartman 	 
	 	 	Name:  	Donald Hartman 	 
	 	 	Title:  	President 	 
	 
	 	AGENT:




AMERICAN CAPITAL FINANCIAL SERVICES INC.

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




AMERICAN CAPITAL STRATEGIES, LTD.

 	 
	 	By:  	/s/ Robert  Klein 	 
	 	 	Name:  	Robert J. Klein 	 
	 	 	Title:  	Managing Director 	 
	 
	 	ACS FUNDING TRUST I


	 	

By:
 	AMERICAN CAPITAL STRATEGIES, LTD., its

Servicer
 
	 	By:  	/s/ Robert  Klein 	 
	 	 	Name:  	Robert J. Klein 	 
	 	 	Title:  	Managing Director 	 
	 



Signature Page to Amendment No. 3 to the

Amended and Restated Note and Equity Purchase Agreement




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ANNEX A




AMERICAN CAPITAL STRATEGIES, LTD.

ACS FUNDING TRUST I





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