exv10w2w1






Exhibit 10.2.1




AMENDMENT NO. 1 




          This AMENDMENT NO. 1 (this “Amendment”), dated as of October 22, 2004, to the Note and Equity
Purchase Agreement, dated as of June 23, 2004 (as the same may be amended, supplemented or modified
from time to time in accordance with its terms, the “Note Purchase Agreement”), by and
among MGP INSTRUMENTS, INC., a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS
(U.S.), INC., a Delaware corporation (“Topco”), as Guarantor, 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 agent for Purchasers (“Agent”). All capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such terms in the Note
Purchase Agreement.




          WHEREAS, Borrower, Topco, Purchasers and ACFS entered into the Note Purchase Agreement; and




          WHEREAS, the parties hereto desire to amend certain provisions of the Note Purchase Agreement.




          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:




          SECTION 1. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT




          1.1 The definition of “LIBOR Period” shall be deleted in its entirety and replaced with the
following:





“LIBOR Period” shall mean (a) with respect to the first interest payment
date as set forth in Section 3.1, the period from and including the Closing Date to
and including the last day of the calendar month in which the Closing Date occurs
and (b) with respect to any subsequent interest payment date, the calendar month
immediately preceding the month in which the interest payment date occurs;
provided, that if any LIBOR Period would otherwise extend beyond the
maturity date of the applicable Note for which the LIBOR Rate is being calculated,
the LIBOR Period shall end on such maturity date.



          1.2 The first sentence of Section 3.1(a) of the Note Purchase Agreement is hereby deleted in
its entirety and replaced with the following:





“The Loan Parties, jointly and severally, covenant and agree to make payments to
Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior
Term Loan B on the first Business Day of each calendar month, commencing August 1,
2004 through the date of repayment in full of the Senior Term Loan B.”



          1.3 The first sentence of Section 3.l(b) of the Note Purchase Agreement is hereby deleted in
its entirety and replaced with the following:





“The Loan Parties, jointly and severally, covenant and agree to make payments to
Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior
Subordinated Notes on the first Business Day of each calendar month,













 






commencing August 1, 2004 through the date of repayment in full of the Senior
Subordinated Notes.”



          1.4 The first sentence of Section 3.l(c) of the Note Purchase Agreement is hereby deleted in
its entirety and replaced with the following :





“The Loan Parties, jointly and severally, covenant and agree to make payments to
Agent for the ratable benefit of Purchasers, of accrued interest on the Junior
Subordinated Notes on the first Business Day of each calendar month, commencing on
August 1, 2004 through the date of repayment in full of the Junior Subordinated
Notes.”



          1.5 The first sentence of Section 3.1(e) of the Note Purchase Agreement is hereby deleted in
its entirety and replaced with the following:





“The Loan Parties, jointly and severally, covenant and agree to make payments to
Agent, for the ratable benefit of Purchasers, of accrued interest on the Revolving
Notes on the first Business Day of each calendar month, commencing on August I,
2004 through the date of repayment in full of the Revolving Notes.”



          SECTION 2. MISCELLANEOUS




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




          2.2 This Amendment may be executed by the parties hereto individually or in combination, in
one or more counterparts, each of which shall be an original and all of which shall constitute one
and the same agreement.




          2.3 Delivery of an executed counterpart of a signature page by telecopier shall be effective
as delivery of a manually executed counterpart.




          2.4 This Amendment shall be governed by, and construed and interpreted in accordance with, the
internal laws of the State of New York.




          2.5 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.




          2.6 This Amendment shall have retroactive effect from the date of the initial effectiveness of
the Note Purchase Agreement.




2









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	LOAN PARTIES:


MGP INSTRUMENTS, INC.

 	 
	 	By:  	/s/ Michael S. Wilson	 
	 	 	Name:  	Michael S. Wilson	 
	 	 	Title:  	Vice President & CEO	 
	 
	 	DOSIMETRY ACQUISITIONS (U.S.), INC.

 	 
	 	By:  	/s/ Todd Wilson	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	AMERICAN CAPITAL FINANCIAL SERVICES, INC.

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


ACS FUNDING TRUST I, by American Capital

Strategies, Ltd., as Servicer

 	 
	 	By:  	/s/ Todd Wilson	 
	 	 	Name:  	 	 
	 	 	Title: