AMENDMENT NO. 4
TO THE
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT
This AMENDMENT NO.
4 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT,
dated as of July 20, 2007 (this “ Amendment
No. 4 ”), 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 Financial Services, Inc., a Delaware corporation (“
ACFS ”), as administrative and collateral agent for
the Purchasers (in such capacity, the “ Agent
”). Capitalized teilns used and not defined elsewhere in this
Amendment shall have the meanings ascribed to such terms in the
Amended and Restated 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. 1 on October 21, 2005, Amendment
No. 2 on May 16, 2006, and Amendment No. 3 on
September 13, 2006 (the “ Amended and Restated
Agreement ”);
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 Amended and
Restated Agreement by making the changes set forth herein in
accordance with Section 14.2 of the Amended and Restated
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,
succes
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