AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT

Exhibit 10.4.1

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, 2005

AMENDMENT NO. 1
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     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 ”).

RECITALS

     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 Amended and Restated Purchase 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. 1 to amend the Amended and Restated Purchase Agreement, in order to (i) issue and sell the Senior Term D Notes (as defined herein) (ii) establish the Revolving Loan (as defined herein), (iii) issue and sell shares of the Series B Preferred Stock (as defined herein) and (ix) amend of certain other terms of the Amended and Restated Purchase 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 (as amended by this Amendment No. 1).

2. Amendments . The Amended and Restated Purchase Agreement is hereby amended as follows:

     (a) The following definitions set forth in Section 1.1 of the Amended are hereby amended and restated in their entirety:

“ Agreement ” shall mean this Agreement, as amended by Amendment No. 1 and as may be further amended amended, restated, supplemented or otherwise modified from time to time.

“ LIBOR Period ” means each month commencing on the Closing Date, the Additional Closing Date, in the case of the Senior Term C Notes, or the Term D Closing Date, in the case of the Senior Term D Notes (or if the Closing Date, the Additional Closing Date or

Term Closing Date is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided , that the foregoing provision relating to LIBOR Periods is subject to the following:

     (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

     (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Notes shall end on such date; and

     (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

“ Notes ” shall mean, collectively, the Original Notes, the Senior Term C Notes, the Senior Term D Notes and the Revolving Notes.”

“ Original Securities ” shall mean the Original Notes, the Series A Preferred Stock, the Common Stock, and the Common Stock issuable upon exercise of the Warrants.

“ Preferred Stock ” shall mean (a) only for the purposes of Section 2.7 hereof, the Series A Preferred Stock and (b) for all other purposes under this Agreement, the Series A Preferred Stock and the Series B Preferred Stock.

“ Revolving Notes ” shall mean those notes issued in connection with the Revolving Loans.

“ Securities ” shall mean collectively the Original Securities, the Additional Securities, the Senior Term D Notes, the Revolving Notes and the Series B Preferred Stock.

“ Senior Debt ” shall mean the Senior Financing and the Senior Term Loan C.

“ Senior Financing ” means the indebtedness incurred under the Revolving Loans and the Senior Term D Loans.

“ Senior Term Loans ” shall mean the Senior Term C Loans and the Senior Term D Loans.

“ Senior Financing Blocking Notice ” shall have the meaning assigned to such term in Section 13.2(b)(i).

“ Senior Term Notes ” shall mean the Senior Term C Notes and the Senior Term D Notes.

“ Subordinated Debt ” shall mean and include

     (a) all obligations, liabilities and indebtedness of the Company now or hereafter existing, whether for principal, prepayment premium, if any, interest, fees, expenses or otherwise, under or arising out of or relating to the Subordinated Notes, and

     (b) any claims arising in respect of any breach of this Agreement (including, without limitation, the breach of any representation or warranty under this Agreement), and any claims in respect of indemnification obligations in respect of or arising out of this Agreement, in each case to the extent related to the Subordinated Notes, it being understood that no obligations, liabilities, indebtedness or claims under, arising out of or relating to the Senior Financing shall be considered Subordinated Debt.

“ Total Funded Debt ” shall mean, for any date, the sum of the outstanding balance on such date of (i) the obligations outstanding hereunder and under the Notes and (ii) Capital Leases.

“ Transactions ” shall mean the transactions contemplated by this Agreement (as amended by Amendment No. 1), the Acquisition Agreement, the Proxtronics Acquisition and the transactions contemplated by the LFA Acquisition Agreement.

(b) The following definitions are hereby inserted in Section 1.1:

“ Amendment No. 1 ” shall mean Amendment No. 1 to this Agreement, dated October 14, 2005.

“ LFA Acquisition Agreement ” shall mean that certain Asset Purchase Agreement, dated as of October 14, 2005, by and among the Company, Jon Laeger, Brian Laeger and LFA Corporation.

“ Loan D Rate ” shall mean a rate per annum equal to the LIBOR Rate plus 6.5%.

“ Notice of Borrowing ” shall have the meaning assigned to such term in Section 2.5A(b).

“ Revolving Loans ” shall have the meaning assigned to such term in Section 2.5A(a) hereof.

“ Revolving Loan Commitment ” shall mean the agreement of certain Purchasers to make Revolving Loans up to the Revolving Loan Commitment Amount outstanding at any time in accordance with Section 2.5A.

“ Revolving Loan Commitment Amount ” shall mean $6,000,000.

“ Revolving Loan Commitment Fee ” shall have the meaning assigned to such term in Section 3.16 hereof.

“ Revolving Loan Origination Fee ” shall mean a fee in the amount equal to $180,000.

“ Revolving Loan Rate ” shall mean a rate per annum equal to the LIBOR Rate plus 4.0%.

“ Revolving Loan Termination Date ” shall have the meaning assigned to such term in Section 2.5A(a).

“ Senior Term Loan D ” shall have the meaning assigned to such term in Section 2.3(c).

“ Senior Term D Notes ” shall have the meaning assigned to such term in Section 2.3(c).

“ Senior Term D Origination Fee ” shall mean a fee in an amount equal to $810,000.

“ Series A Preferred Stock ” shall mean the Company’s Series A PIK Redeemable Preferred Stock, par value $0.001 per share.

“ Series B Preferred Origination Fee ” shall mean a fee in the amount equal to $280,000.

“ Series B Preferred Stock ” shall mean the Company’s Series B PIK Redeemable Preferred Stock, par value $0.001 per share.

“ Term D Closing ” shall have the meaning set forth in Section 2.9(c).

“ Term D Closing Date ” shall have the meaning set forth in Section 2.9(c).

(c) The following definitions are hereby deleted from Section 1.1:

“ GMAC ”

“ Intercreditor Agreement ”

“ Senior Lender ”

“ Term Financing ”

“ Tranche A PIK Condition ”

“ Tranche B PIK Condition ”

“ Undrawn Availability ”

     (d) The term “Senior Agent” shall be replaced with the term “Agent” wherever in the Amended and Restated Purchase Agreement it is found.

     (e) Section 2.1 shall become Section 2.1(a) and the following is hereby inserted as a new Section 2.1(b):

“(b) The Company has duly authorized the issuance and sale, pursuant to the terms and conditions of this Agreement, of 7,000 shares of the Series B Preferred Stock, having the rights, preferences, privileges and restrictions set forth in the Charter of the Company attached hereto as Exhibit A.”

(f) A new Section 2.3(c) is hereby inserted as set forth below:

“(c) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“ Senior Term Loan D ”) to the Company on the Term D Closing Date in the principal amount of $27,000,000. From and after the Term D Closing, the Senior Term Loan D shall be evidenced by one or more promissory notes made by the Company in favor of Purchasers in the form attached hereto as Exhibit B-3 (the “ Senior Term D Notes ”) to be issued in tranches of $5,000,000, $5,000,000, $5,000,000, $5,000,000, $5,000,000 and $2,000,000 and delivered by the company at the Term D Closing.”

(g) A new Section 2.5A is hereby inserted after Section 2.5 as set forth below:

“2.5A. Revolving Loans .

     (a) Subject to the terms and conditions set forth in this Agreement, on or after the Term D Closing Date and to, but excluding, October 14, 2010, unless terminated earlier pursuant to the terms hereof (the “ Revolving Loan Termination Date ”), Purchasers designated on Annex B shall, severally, on a pro rata basis based on the percentages specified in Annex B , make loans and advances to the Company 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 Term D Closing, the Revolving Loans shall be evidenced by promissory notes made by the Company in favor of Purchasers having Revolving Loan Commitments in the form attached hereto as Exhibit K (together with any such notes issued in substitution therefore pursuant to Sections 6.3 and 6.4, “ Revolving Notes ”). The date and amount of each Revolving Loan made by such 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 record shall not affect the obligations of the Company to make payments when due of any amounts owing in respect of the Revolving Loans.

     (b) Purchasers having Revolving Loan Commitments shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.5A(a) hereof and this Section 2.5A(b) have been satisfied. Before a Revolving Loan is made (other than any Revolving Loan requested on the Term D Closing Date), the Loan Parties shall have (i) provided Agent an irrevocable written notice of borrowing in the form of Exhibit L (a “ Notice of Borrowing ”) by facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than five (5) Business Days before the day on which the Revolving Loan is to be made, and (ii) contacted Agent and received from Agent either oral or written confirmation of Agent’s receipt of the Notice of Borrowing not later than three (3) Business Days before the date on which the Revolving Loan is to be made. Agent and Purchasers having Revolving Loan Commitments shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Notice of Borrowing or other writing on behalf of the Company and neither Agent nor any Purchaser having Revolving Loan Commitments shall have any duty to verify the identity or signature of any Person identifying himself as an Executive Officer.”

(h) A new Section 2.7A is hereby inserted after Section 2.7 as set forth below:

“2.7A Sale and Purchase of Senior Term D Notes and Series B Preferred Stock . Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Senior Term D Notes as set forth on Annex B, the Notes in the aggregate principal amounts set forth in Section 2.3(c) hereof and (b) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Preferred Stock as set forth on Annex B, 7,000 shares of Series B Preferred Stock for $7,000,000 in the aggregate.

(i) A new Section 2.9(c) is hereby inserted as set forth below:

“(c) Delivery of and payment for the Senior Term D Notes, the Series B Preferred Stock and any Revolving Notes issued in connection with Amendment No. 1 (the “ Term D Closing ”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on October 14, 2005 or at such place or on such other date as may be mutually agreeable to the Company and Purchasers. The date and time of the Term D Closing as finally determined pursuant to this Section 2.8(c) are referred to herein as the “ Term D Closing Date .” Delivery of the Senior Term D Notes, the Series B Preferred Stock and any Revolving Notes issued at the Term D Closing shall be made to Purchasers (or their designees) against payment of the purchase price therefor, less any unpaid Senior Term D Origination Fee, any unpaid Revolving Loan Origination Fee, any unpaid Series B Preferred Origination Fee and any other amounts due and payable pursuant to Section 4.1(i) hereof or Section 3(f) of Amendment No. 1, by wire transfer of immediately available funds in the manner agreed to by the Company and Purchasers. The Senior Term D Notes, the Series B Preferred Stock and any Revolving Notes issued at the Term D Closing shall be issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Term D Closing Date.”

(j) Section 3.1(e) shall be amended and restated as follows:

“(e) [Intentionally omitted.]”

     (k) A new Section 3.1(g) and a new Section 3.1(h) is hereby inserted as set forth below:

“(g) Senior Term Loan D . The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan D on the first Business Day of each month commencing November 1, 2005 through the date of repayment in full of the Senior Term Loan D. The Senior Term Loan D shall bear interest on the outstanding principal thereof at the Loan D Rate. Interest shall be computed on the basis of a year of three hundred sixty (360) days, composed of twelve 30-day months, and the actual number of days elapsed.”

“(h) Revolving Loans . The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers making Revolving Loans, of accrued interest on the Revolving Loans monthly in arrears on the first LIBOR Business Day of each LIBOR Period, commencing on the first LIBOR Business Day after completion of the first LIBOR Period after a Revolving Loan is advanced, through the date of repayment of the Revolving Loans in full. The Revolving Loans will bear interest on the outstanding principal thereof at the Revolving Loan Rate.”

     (l) A new Section 3.5A and a new Section 3.5B is hereby inserted after Section 3.5 as set forth below:

“3.5A Repayment of Senior Term D Notes . The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers holding Senior Term D Notes, the Senior Term D Notes in accordance with the amortization schedule set forth on Annex C attached hereto. Notwithstanding the foregoing schedule, the Company covenants and agrees to repay any and all unpaid principal on the Senior Term D Notes, together with all accrued and unpaid interest, fees and other amounts due in connection with the Senior Term Loan D Notes upon maturity of the Senior Term D Notes on October 14, 2011.”

“3.5B Repayment of Revolving Loans; Reduction or Termination of Revolving Loan Commitment .

     (a) The Company covenants and agrees to pay to Agent, for the ratable benefit of Purchasers, the Revolving Loans in full together with all accrued and unpaid interest, fees and other amounts due hereunder in respect thereof on the Revolving Loan Termination Date or on such earlier date that the Revolving Loan Commitment is terminated pursuant to Section 3.5B(b).

     (b) The Company may, upon notice to Agent, terminate the commitments hereunder to make Revolving Loans, or from time to time permanently reduce the Revolving Loan Commitment, in each case without prepayment premium or penalty; provided that (i) any such notice shall be received by Agent not later than thirty (30) days prior to the date of such termination or reduction, (ii) any partial reduction shall be in an aggregate amount of $1,000,000 (or, if less, the then remaining commitments to make Revolving Loans) or any whole multiple of $100,000 in excess thereof and (iii) the Company shall not terminate or reduce the Revolving Loan Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate amount of Revolving Loans outstanding would exceed the then outstanding Revolving Loan Commitment. Agent will promptly notify Purchasers participating in the Revolving Loan Commitment of any notice of termination or reduction in the Revolving Loan Commitment, and any such reduction shall be applied to the portion of the Revolving Loan Commitment of each Purchaser making such commitments on a pro rata basis.”

(m) Section 3.6 is hereby amended and restated as follows:

“3.6 Optional Prepayment of the Notes . Subject to the terms of this Section 3.8, the Company may prepay to Agent, for the ratable benefit of Purchasers, the outstanding

principal amount of the Senior Term Notes, the Senior Subordinated Notes and the Junior Subordinated Notes in whole or in part in multiples of $100,000, or such lesser amount as is then outstanding on any of such Notes, at any time at a price equal to (i) the accrued interest on such Note, if any, to the date set for prepayment, plus, (ii) a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of such Notes, equal to the principal amount prepaid on such Note multiplied by the following percentage:

provided , however , that in any case, (a) the Subordinated Notes may not be prepaid so long as any Senior Term Notes remain outstanding and (b) the Junior Subordinated Notes may not be prepaid so long as any Senior Subordinated Notes remain outstanding. All such prepayments (A) shall be applied by Agent to the outstanding principal of the Notes in order of priority set forth above and in the inverse order of maturity after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith, and (B) in connection with the Senior Term Loans, shall be applied first to the Senior Term Loan D and second, so long as no Senior Term D Notes remain outstanding, to the Senior Term Loan C.”

(n) Section 3.8(b) is hereby amended and restated as follows:

     “(b) Excess Cash Flow . The Company shall prepay the outstanding amount of the Senior Term Notes in an amount equal to 75% of Net Cash Flow for each fiscal year commencing on or after December 31, 2004, payable upon delivery of the financial statements to the Agent referred to in and required by Section 7.1(e)(i) for such fiscal year but in any event not later than ninety (90) days after the end of each such subsequent fiscal year. All such prepayments shall be applied by Agent to the outstanding principal of Senior Term Loan D, and then to the outstanding principal of Senior Term Loan C, in each case in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.”

(o) A new Section 3.16 is hereby inserted as set forth below:

“3.16 Revolving Loan Commitment Fee . In consideration of the Revolving Loan Commitment, the Company shall pay to Agent, for the ratable benefit of the Purchasers making Revolving Loan Commitments, a commitment fee (the “ Revolving Loan Commitment Fee ”) in an amount equal to 0.5% per annum on the average daily unused amount of the Revolving Loan Commitment Amount. The Revolving Loan Commitment Fee shall be payable monthly in arrears on the first Business Day of each calendar month,

commencing on November 1, 2004 and ending on the Revolving Loan Termination Date.]”

     (p) The first sentence of Section 5.1(d) is hereby amended and restated as follows:

     “(d) Capitalization and Related Matters . As of the Term D Closing Date, after giving effect to the transactions contemplated by Amendment No. 1, the authorized capital stock of the Company will consist of 200,000 shares of Common Stock of which 17,580 shares of Common Stock are issued and outstanding and of which 88,967 shares of Common Stock of the Company have been reserved for issuance upon exercise of the Warrants, and 35,000 shares of Series A Preferred Stock, 20,092 of which are issued and outstanding and 15,000 shares of Series B Preferred Stock, 7,000 of which are issued and outstanding.”

     (q) Section 7.2(a)(ii) is hereby amended and restated as follows:

     “(ii) [Intentionally omitted.]”

     (r) Section 7.2(b)(v) is hereby amended and restated as follows:

     “(v) [Intentionally omitted.]”

     (s) Section 7.3(c) is hereby amended and restated as follows:

     “(c) Senior Leverage Ratio . Maintain a Senior Leverage Ratio for the Company on a Consolidated Basis as of the end of each fiscal quarter set forth below for the respective period set forth below of not greater than the ratio set forth below:

     (t) Article 13 is hereby amended and restated as follows:

ARTICLE 13

SUBORDINATION OF NOTES

13.1 General . The Subordinated Debt is subordinate and junior in right of payment to all Senior Financing and the Senior Term C Loans to the extent provided in this Article

13. The Junior Subordinated Notes are subordinate and junior in right of payment to the Senior Subordinated Notes to the extent provided in this Article 13.

13.2 Default in Respect of Senior Financing .

     (a) Senior Financing Payment Default . In the event of a Senior Financing Payment Default then, unless and until such Senior Financing Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Debt, or as a sinking fund for any Subordinated Debt, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Debt, during any period:

     (i) commencing on the date such Senior Financing Payment Default shall first occur and ending on the date on which such Senior Financing Payment Default shall have been cured or waived or shall have ceased to exist; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Financing Payment Default, or in which the maturity of such Senior Financing shall have been accelerated in respect of such Senior Financing Payment Default and such acceleration shall not have been annulled.

     (b) Senior Financing Covenant Default . In the event of a Senior Financing Covenant Default, then, unless and until such Senior Financing Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Debt, or as a sinking fund for any Subordinated Debt, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Debt, during any period:

     (i) of one hundred eighty (180) days after written notice (a “ Senior Financing Blocking Notice ”) of such Senior Financing Covenant Default shall have been given to the Company and to the Purchasers by the Senior Agent, provided that only one (1) such Senior Financing Blocking Notice shall be given pursuant to the terms of this Section 13.2(b)(i) in any three hundred sixty (360) day period; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Financing Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Financing shall have been transmitted to the Company and each of the holders of the Notes in respect of such Senior Financing Covenant Default and such

acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Financing upon its final maturity shall have been transmitted to the Company and each of the holders of the Notes and such failure shall be continuing;

provided , that no Senior Financing Covenant Default that served as the basis for, or existed at the time of, a previous Senior Financing Blocking Notice, shall provide the basis for a subsequent Senior Financing Blocking Notice unless such Senior Financing Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days.

     (c) Notice by the Company . The Company shall give written notice to each holder of Subordinated Debt of any Senior Financing Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.2(b)(i) or Section 13.2(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.3 Default in Respect of Senior Term C Loans .

     (a) Senior Term C Loans Payment Default . In the event of a Senior Term C Loans Payment Default then, unless and until such Senior Term C Loans Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

     (i) commencing on the date such Senior Term C Loans Payment Default shall first occur and ending on the date on which such Senior Term C Loans Payment Default shall have been cured or waived or shall have ceased to exist; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Term C Loans Payment Default, or in which the maturity of such Senior Term Notes shall have been accelerated in respect of such Senior Term C Loans Payment Default and such acceleration shall not have been annulled.

     (b) Senior Term C Loans Covenant Default . In the event of a Senior Term C Loans Covenant Default, then, unless and until such Senior Term C Loans Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any

Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

     (i) of one hundred eighty (180) days after written notice (a “ Senior Term C Loans Blocking Notice ”) of such Senior Term C Loans Covenant Default shall have been given to the Company and to the Purchasers by the Agent, provided that only one (1) such Senior Term C Loans Blocking Notice shall be given pursuant to the terms of this Section 13.3(b)(i) in any three hundred sixty (360) day period; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Term C Loans Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Term Notes shall have been transmitted to the Company and each of the holders of the Subordinated Notes in respect of such Senior Term C Loans Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Term Notes upon its final maturity shall have been transmitted to the Company and each of the holders of the Subordinated Notes and such failure shall be continuing;

provided , that no Senior Term C Loans Covenant Default that served as the basis for, or existed at the time of, a previous Senior Term C Loans Blocking Notice, shall provide the basis for a subsequent Senior Term C Loans Blocking Notice unless such Senior Term C Loans Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days.

     (c) Notice by the Company . The Company shall give written notice to each holder of Subordinated Notes of any Senior Term C Loans Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.3(b)(i) or Section 13.3(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.4 Default in Respect