GUARANTYGuaranty • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
GUARANTY (the “Guaranty”), dated as of January 1, 2006 of Global Monitoring Systems, Inc. (“GMS”) in favor of American Capital Financial Services, Ltd., as agent (the “Agent”) for the benefit of the purchasers (the “Purchasers”) identified on Annex A to the Amended and Restated Note and Equity Purchase Agreement dated as of October 29, 2004 by and among 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, I.S. Technology de Puerto Rico, Inc., a Delaware corporation, Imaging and Sensing Technology Ineternational Corp., a New York corporation, IST Instruments, Inc., a New York corporation, Quadtek, Inc., a Washington corporation (together with Borrower and Parent, the “Loan Parties”) and Agent, as amended (collectively, the Purchase Agreement”).
Section 409A AmendmentSection 409a Amendment • August 13th, 2009 • Mirion Technologies, Inc.
WHEREAS, the individual whose name appears on the signature line below (“Employee”) is employed by Mirion Technologies, Inc. (the employer, hereafter the “Company”);
EMPLOYMENT AGREEMENT OF JACK PACHECOEmployment Agreement • August 13th, 2009 • Mirion Technologies, Inc. • California
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 28, 2008 (the “Effective Date”), between Mirion Technologies, Inc., a Delaware corporation (the “Company”) and Jack Pacheco (“Executive”).
AMENDMENT NO. 4 TO NOTE AND EQUITY PURCHASE AGREEMENT by 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....Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS AMENDMENT NO. 4 TO THE NOTE AND EQUITY PURCHASE AGREEMENT, dated as of May 14, 2008 (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).
AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT BY AND AMONG IST ACQUISITIONS, INC. IMAGING AND SENSING TECHNOLOGY CORPORATION AND CERTAIN OF THE SUBSIDIARIES OF IMAGING AND SENSING TECHNOLOGY CORPORATION and AMERICAN...Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of May 24, 2005, is by and among 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”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (“ACAS”), ACS FUNDING TRUST I, a Delaware statutory trust (“AFT,” and with ACAS, each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).
FORM OF MIRION TECHNOLOGIES, INC. 2006 Stock Plan Stock Option AgreementMirion Technologies, Inc. • August 13th, 2009 • Delaware
AMENDMENT NO. 5 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...Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
THIS AMENDMENT NO. 5, dated May 14, 2008 (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, a Delaware limited liability company (“Patent”), 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 thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).
AMENDMENT NO.4 AND WAIVER TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENTNote and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
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 Capita
AMENDMENT NO. 4 to the AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT by and among GLOBAL DOSIMETRY SOLUTIONS, INC., AMERICAN CAPITAL FINANCIAL SERVICES, INC., AS AGENT and THE PURCHASERS IDENTIFIED ON ANNEX A HERETO Date of Amendment No. 4:...Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
THIS AMENDMENT NO. 4, dated as of December 15, 2006 (this “Amendment No. 4”), amends the Amended and Restated Note and Equity Purchase Agreement, dated November 10, 2004 (as amended to date, the “Agreement”), and is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto and are listed in Annex A (or any amendment or supplement thereto) attached 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”).
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENTNote and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
This AMENDMENT NO. 3 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated as of September 13, 2006 (this “Amendment No. 3”), 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 Amended and Restated 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 Finan
AMENDMENT NO. 1 TO THE SHAREHOLDER LOAN AGREEMENTShareholder Loan Agreement • August 13th, 2009 • Mirion Technologies, Inc.
THIS AMENDMENT NO. 1 TO THE SHAREHOLDER LOAN AGREEMENT, dated as of November 14, 2005 (this “Amendment”), is by and among American Capital Strategies, Ltd., a Delaware corporation, (the “Lender”) and Dosimetry Acquisitions (France) SAS, a Société par Actions Simplifiée under the laws of the Republic of France (the “Borrower”). Capitalized terms used and not defined elsewhere in this Amendment shall have the meanings assigned to such terms in the Agreement (as defined below).
WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENTWaiver Agreement to Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of June 15, 2009 by and among IST ACQUISITIONS, LLC, a Delaware limited liability company (“Parent”), MIRION TECHNOLOGIES (IST) CORPORATION (fka IMAGING AND SENSING TECHNOLOGY CORPORATION), a New York corporation (“Borrower”), MIRION TECHNOLOGIES (CONAX NUCLEAR), INC. (fka 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 thereto, 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 “Purchaser” and collectively, “Purchase
AMENDMENT NO. 5 AND WAIVERMirion Technologies, Inc. • August 13th, 2009 • Maryland
This AMENDMENT NO. 5 AND WAIVER (this “Amendment and Waiver”), dated as of December 22, 2006, to the Second Amended and Restated Note and Equity Purchase Agreement, dated as of November 10, 2004 and as amended by Amendment No. 1, dated October 14,2005, Amendment No. 2, dated February 1, 2006, Amendment No. 3, dated March 28, 2006, Amendment No. 4, dated December 15, 2006 (collectively, the “Note Purchase Agreement”), by and among Global Dosimetry Solutions, 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 Service, 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.
AMENDMENT NO. 4 AND WAIVER4 and Waiver • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
This AMENDMENT NO. 4 AND WAIVER (this “Amendment and Waiver”), dated as of December 22, 2006, to the Note and Equity Purchase Agreement, dated as of June 23, 2004 and as amended by Amendment No. 1, dated as of October 22, 2004, Amendment No. 2, dated as of November 1, 2005, Second [sic] Amendment and Consent, dated as of December 22, 2005, Amendment No. 3, dated as of June 30, 2006 (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.), LLC, a Delaware limited liability company and successor by merger to Dosimetry Acquisition (U.S.), Inc. (“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”).
FIRST LIEN PLEDGE AND SECURITY AGREEMENT made by GLOBAL MONITORING SYSTEMS, INC. in favor of AMERICAN CAPITAL FINANCIAL SERVICES, INC., as First Lien Agent Dated as of January 1, 2006First Lien Pledge and Security Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
THIS FIRST LIEN PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of, made by Global Monitoring Systems, Inc., a Delaware corporation (the “Grantor”), in favor of American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative and collateral agent for the Secured Parties (as defined herein) (in such capacity, the “First Lien Agent”).
Revolving Loan Facility Senior Term Notes Senior Subordinated Notes Junior Subordinated Notes Preferred Stock Common Stock Warrants to Purchase Common Stock AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT by and among IST ACQUISITIONS, INC....Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of October 29, 2004, is by and among 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, I.S. TECHNOLOGY de PUERTO RICO, INC., a Delaware 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 “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Pur
Shareholder Loan AgreementShareholder Loan Agreement • August 13th, 2009 • Mirion Technologies, Inc.
AMENDMENT NO. 2 to EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2009 • Mirion Technologies, Inc. • California
AMENDMENT NO. 2 to EMPLOYMENT AGREEMENT (this “Amendment”) effective as of January 1, 2009, by and between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and THOMAS D. LOGAN (the “Executive”).
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...Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
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
AMENDMENT NO. 1Mirion Technologies, Inc. • August 13th, 2009 • New York
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.
AMENDMENT NO. 1 to the AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT by and among IST ACQUISITIONS, INC. IMAGING AND SENSING TECHNOLOGY CORPORATION AND CERTAIN OF THE SUBSIDIARIES OF IMAGING AND SENSING TECHNOLOGY CORPORATION AS LOAN PARTIES...Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
THIS AMENDMENT NO. 1, dated October 21, 2005 (this “Amendment No. 1”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of October 29, 2004, is by and among 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 “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collatera
WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENTWaiver Agreement to Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of June 15, 2009 by and among GLOBAL DOSIMETRY SOLUTIONS, INC., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto, 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 “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).
SECOND AMENDED AND RESTATED CALL OPTION AGREEMENT AMONG AMERICAN CAPITAL STRATEGIES, LTD., AMERICAN CAPITAL EQUITY I, LLC, AMERICAN CAPITAL EQUITY II, LLC, AND THOMAS D. LOGANCall Option Agreement • August 13th, 2009 • Mirion Technologies, Inc. • California
SECOND AMENDED AND RESTATED CALL OPTION AGREEMENT (this “Agreement”), entered into this ___ day of December, 2007 by and among AMERICAN CAPITAL STRATEGIES, LTD., a corporation existing under the laws of the State of Delaware (“ACS”), AMERICAN CAPITAL EQUITY I, LLC, a limited liability company existing under the laws of the State of Delaware (“ACE I”), AMERICAN CAPITAL EQUITY II, LLC, a limited liability company existing under the laws of the State of Delaware (“ACE II”, together with ACE I, “ACE”, and together with ACS, “ACAS”), and THOMAS D. LOGAN (“Logan”).
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,...Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
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).
WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENTWaiver and Amendment Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver and Amendment”) is made and entered into as of July 31, 2009 by and among MIRION TECHNOLOGIES (MGPI), INC. (fka MGP INSTRUMENTS, INC.), a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC, a Delaware limited liability company, and successor by merger to Dosimetry Acquisitions (U.S.), Inc. (“TopCo”) as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto, 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 “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).
AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT by and among GLOBAL DOSIMETRY SOLUTIONS, INC. and AMERICAN CAPITAL FINANCIAL SERVICES, INC., AS AGENT and PURCHASERS IDENTIFIED ON ANNEX A HERETO November 10, 2004Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of November 10, 2004, is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), 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 “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
AMENDMENT NO. 1 to the AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT by and among GLOBAL DOSIMETRY SOLUTIONS, INC., AMERICAN CAPITAL FINANCIAL SERVICES, INC., AS AGENT and PURCHASERS IDENTIFIED ON ANNEX A HERETO October 14, 2005Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
THIS AMENDMENT NO. 1, dated October 14, 2005 (this “Amendment No. 1”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated November 10, 2004 (the “Amended and Restated Purchase Agreement”), and is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto and are listed in Annex A (or any amendment or supplement thereto) attached 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”).
WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENTWaiver and Amendment Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver and Amendment”) is made and entered into as of July 31, 2009 by and among, MIRION TECHNOLOGIES (GDS), INC. (fka GLOBAL DOSIMETRY SOLUTIONS, INC.), a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto, 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 “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).
WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENTWaiver and Amendment Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver and Amendment”) is made and entered into as of August 4, 2009 by and among IST ACQUISITIONS, LLC, a Delaware limited liability company (“Parent”), MIRION TECHNOLOGIES (IST) CORPORATION (fka IMAGING AND SENSING TECHNOLOGY CORPORATION), a New York corporation (“Borrower”), MIRION TECHNOLOGIES (CONAX NUCLEAR), INC. (fka IST CONAX NUCLEAR, INC.), a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, and IST INSTRUMENTS, INC., a New York 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 thereto, 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 “Purchaser” and collectively, “Purchasers”), an
AMENDMENT NO. 2 TO NOTE AND EQUITY PURCHASE AGREEMENT by and among MGP INSTRUMENTS, INC. AS BORROWER, DOSIMETRY ACQUISITIONS (U.S.), INC. AS GUARANTOR, AMERICAN CAPITAL FINANCIAL SERVICES, INC. AS AGENT and THE PURCHASERS IDENTIFIED ON ANNEX A HERETO...Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS AMENDMENT NO. 2 TO THE NOTE AND EQUITY PURCHASE AGREEMENT, dated as of November 1, 2005 (this “Amendment”), is by and among MGP INSTRUMENTS, INC. (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), INC. (“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).
CONSENT TO NOTE AND EQUITY PURCHASE AGREEMENTNote and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
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.
AMENDMENT NUMBER 2 AND CONSENT TO NOTE AND EQUITY PURCHASE AGREEMENTNote and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Delaware
SECOND AMENDMENT AND CONSENT, dated as of December 22, 2005 (this “Agreement”), to the Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 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 among 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 thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a
EMPLOYMENT AGREEMENT BETWEEN:Employment Agreement • August 13th, 2009 • Mirion Technologies, Inc.
Synodys, société anonyme à directoire et conseil de surveillance, whose registered office is situated at Lieu-dit Calès, B.P. 1, 13113 Lamanon, with a capital of EUR 3,476,070, represented by Mr Thomas Logan, acting in his capacity as Chairman, registered at URSSAF under number 130 101 135 5740,
AMENDMENT NUMBER 2 AND CONSENT TO NOTE AND EQUITY PURCHASE AGREEMENTNote and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • Maryland
SECOND AMENDMENT AND CONSENT, dated as of December 22, 2005 (this “Agreement”), to the Note and Equity Purchase Agreement, dated as of July 23, 2004, as amended (as the same may 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.
WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENTWaiver Agreement to Note and Equity Purchase Agreement • August 13th, 2009 • Mirion Technologies, Inc. • New York
THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of June 15, 2009 by and among MIRION TECHNOLOGIES (MGPI), INC. (fka MGP INSTRUMENTS, INC.), a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC, a Delaware limited liability company, and successor by merger to Dosimetry Acquisitions (U.S.), Inc. (“TopCo”) as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto, 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 “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).
