exv10w3w6







Exhibit 10.3.6




AMENDMENT NO.4 AND WAIVER

TO THE

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT




     This AMENDMENT NO. 4 AND WAIVER TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE
AGREEMENT, dated as of December 22, 2006 (this “Amendment and Waiver”), 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 Note
Purchase 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 and Waiver shall have the
meanings ascribed to such terms in the Note Purchase 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. I on May 24, 2005, Amendment
No. 2 on May 16, 2006 and Amendment No. 3 on September 13, 2006 (collectively, the “Note
Purchase Agreement”);



     WHEREAS, pursuant to the transactions contemplated by the Master Restructuring Agreement and
Plan of Merger dated as of December 22, 2005, to which the Borrower is a party, Mirion
Technologies, Inc. (formerly known as Global Monitoring Systems, Inc., “Mirion”) became the
sole member of Borrower; and



     WHEREAS, Borrower no longer prepares financial statements separate from Mirion and the parties
hereto desire to waive prior non-compliance with existing financial covenants and to amend certain
provisions of the Note Purchase Agreement to provide that financial covenants be measured based on
the consolidated financial reporting of Mirion and its subsidiaries;



     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 Note Purchase Agreement by
making the changes set forth herein in accordance with Section 14.2 of the Note Purchase 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:



     ARTICLE I — AMENDMENTS TO THE NOTE PURCHASE AGREEMENT



     1.1 The following definitions are hereby added to Section 1.1:



     ““Mirion” means Mirion Technologies, Inc., a Delaware corporation.”



 









 





     ““Total Debt to EBITDA Ratio” means the ratio of (a) all Indebtedness of the Loan Parties on a
consolidated basis, as of a particular Measurement Date to (b) the EBITDA for the Measurement
Period ending on such Measurement Date.”



     1.2 The following definitions set forth in Section 1.1 are hereby amended and restated in
their entirety:



     ““Capital Expenditures” means for any period of determination capital expenditures of the Loan
Parties for such period determined and consolidated in accordance with GAAP, excluding expenditures
made in connection with the replacement, substitution or restoration of assets to the extent
financed with insurance proceeds, cash awards arising from a taking by eminent domain or
condemnation or cash proceeds of asset dispositions reinvested in replacement assets.”



     ““EBITDA” means for any period, without duplication, the sum of the following for the Loan
Parties on a consolidated basis, each calculated for such period: (a) Net Income (as adjusted for
by the Board of Directors of Mirion for non-recurring charges and specifically excluding
extraordinary gains or extraordinary losses and gains or losses from sales of assets, other than
inventory sold in the ordinary course of business), minus (b) interest income, plus (c) interest
expense, plus (d) charges against income for Taxes, plus (e) depreciation expenses, plus (f)
amortization expenses, plus (g) all non-cash compensation expenses of the Loan Parties on a
consolidated basis, plus (h) Management Fees.”



     ““Fixed Charges” means, for any period, and each calculated for such period (without
duplication) on a consolidated basis, (a) cash interest expense of the Loan Parties; plus (b)
scheduled payments of principal with respect to all Indebtedness of the Loan Parties; plus (c) cash
payment of income or franchise taxes included in the determination of Net Income, excluding any
provision for deferred taxes; plus (d) payment of deferredd taxes accrued in any prior period.”



     ““Fixed Charge Coverage Ratio” means for a particular Measurement Period, the ratio of (a)
EBITDA minus Capital Expenditures (exclusive of Capital Expenditures financed during such period
under Capitalized Leases or other Indebtedness (Indebtedness, for this purpose, does not include
advances under the Revolving Loan)), to (b) Fixed Charges, in each case of the Loan Parties on a
consolidated basis during such Measurement Period.”



     ““Interest Coverage Ratio” means, for a particular Measurement Period, the ratio of (a) EBITDA
to (b) cash interest expense, in each case of the Loan Parties on a consolidated basis during such
Measurement Period.”



     ““Loan Parties” shall mean Borrower and any Subsidiary of Borrower who becomes a party hereto
after the date hereof; provided, that for purposes of Section 7.3, and any defined terms used
therein, “Loan Parties” shall mean Mirion and all of its Subsidiaries.”



     ““Net Income” means, for any period, the net income (or loss) of the Loan Parties on a
consolidated basis for such period, after deduction of all expenses, taxes and other proper
charges, determined in accordance with GAAP, for such period taken as a single accounting period.”



     ““Measurement Period” means the twelve (12) month period ending on a Measurement Date.”



     1.3 Section 7.3 of the Note Purchase Agreement is hereby amended and restated in its entirety
as set forth below:



     “7.3 Financial Covenants,. The Loan Parties, jointly and severally, covenant and agree
that, so long as all or any part of the Notes remains outstanding:



     (a) The Loan Parties shall maintain, on a consolidated basis, at the end of each fiscal
quarter (each such date being a “Measurement Date”), beginning December 31, 2006:



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          (i) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio for the
Measurement Period ending on the last day of each fiscal quarter of at least 1.0 to 1.0.




          (ii) Maximum Total Debt to EBITDA Ratio. A maximum Total Debt to EBITDA Ratio as of the
Measurement Date as follows:




	 	 	 
	For the Twelve Months Ended	 	 
	on the Measurement Date	 	Ratio
	 
	December 31, 2006

	 	6.50 to 1.0
	March 31, 2007

	 	6.50 to 1.0
	June 30, 2007

	 	6.50 to 1.0
	September 30, 2007

	 	6.50 to 1.0
	December 31, 2007

	 	6.25 to 1.0
	March 31, 2008

	 	6.25 to 1.0
	June 30, 2008

	 	6.25 to 1.0
	September 30, 2008

	 	6.00 to 1.0
	December 31, 2008

	 	6.00 to 1.0
	March 31, 2009

	 	6.00 to 1.0
	June 30, 2009
and each fiscal quarter thereafter

	 	5.50 to 1.0






          (iii) Minimum Interest Coverage Ratio. A minimum Interest Coverage Ratio for the Measurement
Period ending on the Measurement Date as follows:




	 	 	 
	For the Twelve Months Ended	 	 
	on the Measurement Date	 	Ratio
	 
	December 31, 2006

	 	1.40 to 1.0
	March 31, 2007

	 	1.40 to 1.0
	June 30, 2007 and each fiscal quarter
thereafter

	 	1.50 to 1.0






     (b) Capital Expenditures. The Loan Parties shall not make, on a consolidated basis, during any
Fiscal Year any Capital Expenditures that in the aggregate (after giving effect to all such Capital
Expenditures made during such Fiscal Year) exceed $7,500,000; provided, that to the extent that
aggregate Capital Expenditures made, on a consolidated basis, by the Loan Parties in any Fiscal
Year are less than the amount set forth above for such Fiscal Year, the lesser of (i) such excess
amount and (ii) fifty percent (50%) of the amount set forth above for such Fiscal Year may be
carried forward, but may be expended only in the immediately succeeding Fiscal Year. Any amount so
carried forward shall be deemed made hereunder following utilization of all allowed amounts
(without regard to such rollover) for Capital Expenditures in such immediately succeeding Fiscal
Year.”



     ARTICLE II — WAIVER



     2.1 Subject to the terms and conditions herein, the Agent hereby waives any past or present
Events of Default arising under Section 8.1(d) of the Note Purchase Agreement resulting from the
failure of the Borrower to comply with Section 7.3 of the Note Purchase Agreement.



     2.2 Except as set forth in Section 2.1., the Agent hereby reserves all rights and remedies
granted to the Agent and the Purchasers under the Note Purchase Agreement or applicable law or
otherwise and nothing contained herein shall be construed to limit, impair or otherwise affect the
right of the Agent and the Purchasers to declare an Event of Default with respect to any future
non-compliance with any covenant, term or provision of the Note Purchase Agreement or any other
document now or hereafter executed and delivered in connection therewith.



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     ARTICLE III — MISCELLANEOUS



     3.1 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.



     3.2 This Amendment and Waiver 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.



     3.3 Delivery of an executed counterpart of a signature page by facsimile or electronic mail
shall be effective as delivery of a manually executed counterpart.



     3.4 This Amendment and Waiver shall be governed by, and construed and interpreted in
accordance with, the internal laws of the State of Maryland.



     3.5 The parties hereto shall, at any time and from time to time following the execution of
this Amendment and Waiver, 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 and Waiver.



4









 





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



	 	 	 	 	 
	 	LOAN PARTIES:




1ST ACQUISITIONS, LLC




By its sole member




MIRION TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Thomas Logan 	 
	 	 	Name:  	Thomas Logan 	 
	 	 	Title:  	Chairman & CEO 	 
	 
	 	IMAGING AND SENSING TECHNOLOGY CORPORATION

 	 
	 	By:  	/s/ Steven P. Burke 	 
	 	 	Name:  	Steven P. Burke 	 
	 	 	Title:  	CFO 	 
	 
	 	1ST 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 	 
	 
	 	QUADTEK, INC.

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



[SIGNATURE PAGE TO AMENDMENT NO, 4 AND WAIVER TO THE 1ST NEPA]





 









 








	 	 	 	 	 
	 	AGENT:




AMERICAN CAPITAL FINANCIAL SERVICES, INC.

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




AMERICAN CAPITAL STRATEGIES, LTD.

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




ACS FUNDING TRUST I





			
	By:	 	AMERICAN CAPITAL SYRATEGIES, LTD.,
 as Servicer





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



ACAS BUSINESS LOAN TRUST 2006-1 





			
	By:	 	AMERICAN CAPITAL STRATEGIES, LTD.,
 as Servicer





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



[SIGNATURE PAGE TO AMENDMENT NO, 4 AND WAIVER TO THE 1ST NEPA]