NOTE AND EQUITY PURCHASE
AGREEMENT
GLOBAL DOSIMETRY SOLUTIONS,
INC.,
AMERICAN CAPITAL FINANCIAL
SERVICES, INC.,
THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO
Date of Amendment No. 4:
December 15, 2006
Date of Amendment No. 3: March 28, 2006
Date of Amendment No. 2: February 1, 2006
Date of Amendment No. 1: October 14, 2005
AMENDMENT NO. 4
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT
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 ”).
A. The
parties hereto were party to a Note and Equity Purchase Agreement,
dated as of September 30, 2003 (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
Company, Purchasers and the Agent have agreed to enter into this
Amendment No. 4 to amend 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 . The Agreement is hereby amended as
follows:
(a) The
following definitions set forth in Section 1.1 of the
Agreement are hereby amended and restated in their entirety as
follows:
“Revolving
Loan Commitment Amount” shall mean $14,000,000.
“Revolving
Loan Rate” shall mean a rate per annum equal to the LIBOR
Rate plus 5.0%.
(b) Section 3.8(b)
is hereby amended and restated as follows:
“(b)
[Intentionally omitted.]”
3.
Representations and Warranties . The Company hereby
represents and warrants as follows:
1