NOTE AND EQUITY PURCHASE AGREEMENT

Exhibit 10.2

EXECUTION COPY

Revolving Loan Facility

Senior Term Notes

Senior Subordinated Notes

Junior Subordinated Notes

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

June 23, 2004

TABLE OF CONTENTS

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NOTE AND EQUITY PURCHASE AGREEMENT

$24,944,400 Aggregate Principal Amount of Senior Term B Notes Due June 23, 2010

$12,238,000 Aggregate Principal Amount of Senior Subordinated Notes Due June 23, 2011

$4,867,200 Aggregate Principal Amount of Junior Subordinated Notes Due June 23, 2011

$8,213,400 Revolving Loan Facility

          THIS NOTE AND EQUITY PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 23, 2004, is by and among MGP INSTRUMENTS, INC., a Delaware corporation (“ Borrower ”), DOSIMETRY ACQUISITIONS (U.S.), INC., a Delaware corporation (“ Topco ”), as Guarantor as provided herein, 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 ”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

RECITALS

A. Pursuant to a Stock Purchase and Exchange Agreement (the “ Stock Purchase Agreement ”), dated March 22, 2004, as amended and restated on June 16, 2004, by and between Topco and certain stockholders (collectively, “ Sellers ”) of Synodys SA, a société anonyme existing under the laws of the Republic of France (“ Synodys ”), Topco and its wholly-owned Subsidiary, Dosimetry Acquisitions (France) SAS, a société par actions simplifiée (“ Holdco ”), have, concurrent herewith, acquired by purchase from Sellers all of the issued and outstanding capital stock of Synodys (the “ Acquisition ”).

B. Pursuant to a Subscription Agreement, dated March 8, 2004, as amended and restated on June 16, 2004 (the “ Subscription Agreement ”), ACAS has purchased shares of common stock, par value $.001 per share, of Topco (the “ Common Stock ”), Series A Redeemable PIK Preferred Stock, par vale $.001 per share, of Topco (the “ Preferred Stock ”), and warrants to purchase shares of Common Stock (the “ Company Warrants ”), and in order to induce ACAS to purchase such Common Stock, Preferred Stock and Company Warrants, Topco has agreed to grant ACAS certain rights set forth herein.

C. The Loan Parties have proposed selling Notes to Purchaser in the aggregate amount of $41,979,600 for the purpose of financing the Acquisition.

D. The Loan Parties also propose to enter into a revolving credit facility with the Purchaser in the amount of $8,213,400 for the purpose of financing the Acquisition and providing working capital.

E. As an inducement for Purchasers to purchase the Notes, Topco has agreed to guaranty the obligations of the Loan Parties.

          NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1
DEFINITIONS

          1.1 Certain Definitions . In addition to other words and terms defined elsewhere in this Agreement, the following words and terms shall have the meanings set forth below (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

          “ ACAS ” shall mean American Capital Strategies, Ltd., a Delaware corporation.

          “ ACFS ” shall have the meaning assigned to such term in the preamble hereto.

          “ Affiliate ” shall mean with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with such Person or entity or any of its Subsidiaries, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Without limiting the foregoing, the ownership of ten percent (10%) or more of the voting securities of a Person shall be deemed to constitute control. Notwithstanding anything to the contrary herein, neither Purchasers nor any of their respective Affiliates shall be deemed to be Affiliates of the Loan Parties by virtue of the transactions contemplated in this Agreement.

           “Acquisition” shall have the meaning assigned to such term in the Recitals hereto.

          “ Agent ” shall have the meaning assigned to such term in the preamble hereto and any successor agent provided for hereunder.

          “ Agreement ” shall mean this Note and Equity Purchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “ Appraised Value ” shall mean the fair market value of a security on a control premium basis without discount for limitations on voting rights, minority interests, illiquidity or restrictions on transfer, as determined by an appraisal performed at the expense of Topco by any of (x) Houlihan, Lokey, Howard & Zukin, (y) Duff & Phelps or (z) Willamette Management Associates, or any successor to such firms, as Topco shall elect; provided that such appraiser shall be directed to determine the value of such securities as soon as practicable, but in no event later than thirty (30) days from the date of its selection and for such purposes all rights, options and warrants to subscribe for or purchase, and other securities convertible into or exchangeable for Common Stock of Topco shall be deemed to be exercised, exchanged or converted, and the Underlying Common Stock of Topco shall be deemed outstanding.

          “ BNP Agreement ” shall mean that Convention de prêt of June 24, 2002 pour MGP Finance co-arrangée par BNP Paribas & Lyonnaise de Banque, as amended on the date hereof.

          “ Business ” shall mean the principal business of the Synodys Companies as set forth in Section 5.1(b) herein and as such shall continue to be conducted following the purchase and sale of the Securities.

          “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which banking institutions in New York or Maryland are authorized or required by law to close.

          “ By-laws ” shall mean the by-laws, partnership agreement, operating agreement or analogous instrument governing the operations of each of the Synodys Companies, as applicable, including all amendments and supplements thereto.

          “ Capital Expenditures ” shall mean for any period of determination the sum of capital expenditures and payments under Capitalized Leases of the Synodys Companies for such period determined and consolidated in accordance with GAAP.

          “ Capitalized Leases ” shall mean, with respect to any Person, leases of (or other agreements conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP (as defined in Section 1.2 hereof), either would be required to be classified and accounted for as capital leases on a balance sheet of such Person or otherwise be disclosed as such in a note to such balance sheet.

          “ Cash Flow Prepayments ” shall have the meaning assigning to such term in Section 3.6(b) hereof.

          “ CERCLA ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604, et seq.), as amended, and rules, regulations, standards, guidelines and publications issued thereunder.

          “ Change of Control ” shall mean the occurrence of any of the following:

          (a) any transaction or series of related transactions resulting in the sale or issuance of securities or any rights to securities of Topco by Topco representing in the aggregate more than fifty percent (50%) of its issued and outstanding voting securities, on a fully diluted basis, or any transaction or series of related transactions resulting in the sale, transfer, assignment or other conveyance or disposition of any securities or any rights to securities of Topco by any holder or holders thereof representing in the aggregate more than 50% of the issued and outstanding voting securities of Topco on a fully diluted basis and the receipt of any consideration in connection therewith;

          (b) a merger, consolidation, reorganization, recapitalization or share exchange (whether or not Topco is the surviving and continuing corporation) in which the stockholders of Topco immediately prior to such transaction own, as a result of and receive in exchange for securities of Topco owned by them (whether alone or together with cash, property or other securities), or the issuance by Topco of securities to stockholders of another Person or Persons in such transactions, cash, property or securities of the resulting or surviving entity and as a result thereof Persons who were holders of voting securities of Topco and Underlying Common Stock hold less than 50% of the capital stock, calculated on a Fully Diluted Basis, of the resulting corporation entitled to vote in the election of directors;

          (c) a sale, transfer or other disposition of 30% or more of the assets of the Synodys Companies, on a consolidated basis;

          (d) any sale or issuance or series of sales or issuances of the Common Stock or any other voting security (or security convertible into, exchangeable for, or exercisable for any other voting security) of Topco within a 12-month period that results in a transfer of more than 50% of the issued and outstanding shares of voting stock of Topco or a transfer of more than 50% of the voting power of Topco; and

          (e) the initial public offer of securities by Topco other than an offering of securities for an employee benefit plan on SEC Form S-8 or a successor form.

          “ Charter Documents ” shall mean the Articles of Incorporation, Certificate of Incorporation, certificate of limited partnership, certificate of limited liability company, charter or analogous organic instrument filed with the appropriate Governmental Authorities of each of the Synodys Companies, as applicable, including all amendments and supplements thereto.

          “ Closing ” shall mean the closing of the purchase and sale of the Notes pursuant to this Agreement.

          “ Closing Date ” shall have the meaning assigned to such term in Section 2.4 hereof.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

          “ Collateral Access Agreement ” shall mean an agreement in form and substance reasonably satisfactory to the Agent pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory, acknowledges the Liens of the Agent and waives any Liens held by such Person on such property and, in the case of any such agreement with a mortgagee or lessor, permits the Agent access to and use of such real property for a reasonable amount of time following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

          “ Common Stock ” shall have the meaning ascribed thereto in the Recitals.

          “ Company Warrants ” shall have the meaning set forth in the Recitals hereto.

          “ Condition ” shall mean any condition that results in or otherwise relates to any Environmental Liabilities.

          “ Controlled Group ” shall mean the “controlled group of corporations” as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Synodys Companies are a part from time to time.

          “ Copyright Licenses ” shall mean any agreement, whether written or oral, providing for the grant by or to any Synodys Company of any right to use any Copyright.

          “ Copyrights ” shall mean all copyrights in published and unpublished works, and all applications, registrations and renewals relating thereto.

          “ Covered Taxes ” shall have the meaning assigned to such term in Section 3.8 hereof.

          “ Currency Agreement ” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement to which any of the Synodys Companies is a party.

          “ Debt to EBITDA Ratio ” shall mean the ratio of (i) Indebtedness of the Synodys Companies, on a consolidated basis, as of a particular date, to (ii) the EBITDA for the twelve months ending on such date.

          “ Default ” shall mean any event or condition that, but for the giving of notice or the lapse of time, or both, would constitute an Event of Default.

          “ Demand Registration ” shall have meaning assigned to such term in Section 12.2(a) hereof.

          “ EBITDA ” shall mean for any measurement period, without duplication, the total of the following for the Synodys Companies on a consolidated basis, each calculated for such period: Net Income plus interest expense, plus taxes based on income, plus depreciation, amortization and Management Fees, as adjusted by the Board of Directors of Topco for non-recurring charges.

          “ Environmental Laws ” shall mean any Laws that address, are related to or are otherwise concerned with environmental, health or safety issues, including any Laws relating to any emissions, releases or discharges of Pollutants into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, clean-up or control of Pollutants or any exposure or impact on worker health and safety.

          “ Environmental Liabilities ” shall mean any obligations or liabilities (including any claims, suits or other assertions of obligations or liabilities) that are:

          (a) related to environmental, health or safety issues (including on-site or off-site contamination by Pollutants of surface or subsurface soil or water, and occupational safety and health); and

          (b) based upon or related to (i) any provision of past, present or future United States or foreign Environmental Law (including CERCLA and RCRA) or common law, or (ii) any judgment, order, writ, decree, permit or injunction imposed by any court, administrative agency, tribunal or otherwise.

          The term “Environmental Liabilities” includes: (i) fines, penalties, judgments, awards, settlements, losses, damages (including foreseeable and unforeseeable consequential damages), costs, fees (including attorneys’ and consultants’ fees), expenses and disbursements; (ii)

defense and other responses to any administrative or judicial action (including claims, notice letters, complaints, and other assertions of liability); and (iii) financial responsibility for (1) cleanup costs and injunctive relief, including any Removal, Remedial or other Response actions, and natural resource damages, and (2) any other compliance or remedial measures.

          “ EPA ” shall mean the United States Environmental Protection Agency and any governmental body or agency succeeding to the functions thereof.

          “ Equity Origination Fee ” shall mean a fee of $871,229 to be paid by the Loan Parties to Purchaser or its designee in consideration of the transactions in the Subscription Agreement.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as the same may from time to time be amended, and the rules and regulations of any governmental agency or authority, as from time to time in effect, promulgated thereunder.

          “ Event of Default ” shall mean any of the events of default described in Section 8.1 hereof.

          “ Excess Cash Flow ” shall mean for any period, on a consolidated basis, calculated in accordance with GAAP: (a) EBITDA for such period, minus (b) the sum of (i) Capital Expenditures made by the Synodys Companies during such period in cash; (ii) scheduled principal payments made by the Synodys Companies with respect to Indebtedness; (iii) amounts paid in cash by the Synodys Companies during such period for income taxes and interest; (iv) net changes in working capital of the Synodys Companies and (v) amounts paid in cash by the Synodys Companies during such period with respect to any Capitalized Leases.

          “ Fair Market Value ” of a security shall mean (i) if determined in connection with a sale of substantially all of the assets of or securities issued by Topco to an unrelated third party, the value to be realized by the holder of the security as a result thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value.

          “ Financial Projections ” shall have the meaning assigned to such term in Section 5.1(c)(ii) hereof.

          “ Financial Statements ” shall have the meaning assigned to such term in Section 5.1(c)(i) hereof.

          “ Financing Statements ” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “ Fiscal Year ” or “ fiscal year ” shall mean each twelve month period ending on June 30 of each year.

          “ Fixed Charge Coverage Ratio ” shall mean for any fiscal quarter, the ratio of EBITDA of the Synodys Companies less Capital Expenditures on a consolidated basis during such fiscal quarter to the Fixed Charges during such fiscal quarter.

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

          “ Fully Diluted Basis ” shall mean the total number of shares of Common Stock, which are issued and outstanding, plus the total number of shares of Common Stock which would be issued and outstanding assuming the exercise of all outstanding options, warrants or rights to purchase Common Stock and the conversion of all outstanding securities.

          “ GAAP ” shall have the meaning assigned to such term in Section 1.2 hereof.

          “ Governmental Authorities ” shall mean any federal, state or municipal court or other governmental department, commission, board, bureau, agency or instrumentality, governmental or quasi-governmental, domestic or foreign.

          “ Guaranty ” shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take-or-pay contract, or to maintain the capital, working capital, solvency or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person, firm or corporation, or referred to in a footnote thereto, but shall not include endorsements of items for collection in the ordinary course of business. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty.

          “ Hedge Agreement ” means an Interest Rate Agreement or a Currency Agreement designed to hedge against fluctuations in interest rates or currency values, respectively.

          “ Holdco ” shall have the meaning assigned to such term in the Recitals hereto.

          “ Holder ” shall have the meaning assigned to such term in Section 10.1 hereof.

          “ Indebtedness ” shall mean, for any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person that, in accordance with GAAP, should be classified upon the balance sheet of such Person as indebtedness, but in any event including: (i) all obligations for borrowed money, (ii) all obligations arising from installment purchases of property or representing the deferred purchase price of property or services in respect of which such Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business on terms customary in the trade), (iii) all obligations evidenced by notes, bonds, debentures, acceptances or instruments, or arising out of letters of credit or bankers’ acceptances

issued for such Person’s account, (iv) all obligations, whether or not assumed, secured by any Lien or payable out of the proceeds or production from any property or assets now or hereafter owned or acquired by such Person, (v) all obligations for which such Person is obligated pursuant to a Guaranty, (vi) the capitalized portion of lease obligations under Capitalized Leases, (vii) all factoring arrangements, and (viii) all obligations of such Person upon which interest charges are customarily paid or accrued. Obligations under Interest Rate Agreements and Currency Agreements shall not constitute Indebtedness.

          “ Intellectual Property Collateral ” shall mean collectively all Patents, Trademarks and Copyrights of the Synodys Companies and all Trademark Licenses, Patent Licenses, and Copyright Licenses.

          “ Intercompany Loan ” means that certain Demand Loan, dated as of the date hereof, between Borrower and Holdco, as amended and supplemented from time to time.

          “ Interest Coverage Ratio ” means, for any measurement date, the ratio of (a) EBITDA for the twelve (12) months ended on such date over (b) cash interest expense less cash interest income of the Synodys Companies during the twelve (12) months ended on such date.

          “ Interest Rate Agreement ” shall mean any interest rate swap, interest rate cap, interest rate collar or other similar agreement or arrangement to which any Synodys Company is a party.

          “ Inventory ” shall mean, with respect to any Synodys Company, now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Synodys Company’s Business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

          “ Investment ” as applied to any Person shall mean the amount paid or agreed to be paid or loaned, advanced or contributed to other Persons, and in any event shall include, without limitation, (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests), (ii) any capital contribution to any other Person and (iii) Interest Rate Agreements or Currency Agreements not constituting Hedge Agreements.

          “ Investment Banking Agreement ” shall mean that certain investment banking agreement between Topco and ACFS, dated June 16, 2004.

          “ IP Collateral Assignments ” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “ IRS ” shall mean the Internal Revenue Service and any governmental body or agency succeeding to the functions thereof.

          “ Junior Cash Interest ” shall have the meaning assigned to such term in Section 3.1(c) hereof.

          “ Junior Subordinated Origination Fee ” shall mean a fee of $146,023 to be paid by the Loan Parties to Purchaser or its designee in consideration of the Junior Subordinated Notes.

          “ Junior PIK Interest ” shall have the meaning assigned to such term in Section 3.1(c) hereof.

          “ Junior Subordinated Notes ” shall have the meaning assigned to such term in Section 2.2(b) hereof.

          “ Laws ” shall mean all U.S. and foreign federal, state or local statutes, laws, rules, regulations, ordinances, codes, policies, rules of common law, and the like, now or hereafter in effect, including any judicial or administrative interpretations thereof, and any judicial or administrative orders, consents, decrees or judgments.

          “ LIBOR Business Day ” means a business day on which banks in the city of London are generally open for interbank or foreign exchange transactions.

          “ LIBOR Period ” means each month commencing on the Closing Date (or if the 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 Senior Term 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.

          “ LIBOR Rate ” means, for each LIBOR Period, a rate of interest determined by Agent, equal to the rate of interest that under current practice is listed as the one month London Interbank Offered Rate as of the commencement of such LIBOR Period under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal (and should such practice change, such other indication of the prevailing LIBOR Rate as may reasonably be chosen by the Required Purchasers).

          “ Lien ” shall mean any security interest, pledge, bailment, mortgage, hypothecation, deed of trust, conditional sales and title retention agreement (including any lease in the nature

thereof), charge, encumbrance or other similar arrangement or interest in real or personal property, now owned or hereafter acquired, whether such interest is based on common law, statute or contract.

          “ Loan Parties ” shall mean Borrower and any Subsidiary of Borrower who becomes a party hereto after the date hereof.

          “ Manage ” and “ Management ” shall mean generation, production, handling, distribution, processing, use, storage, treatment, operation, transportation, recycling, reuse and/or disposal, as those terms are defined in CERCLA, RCRA and other Environmental Laws (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, such Environmental Laws).

           “Management Fee” shall mean the management fee set forth in the Investment Banking Agreement.

          “ Market Price ” of any security shall mean the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the the Nasdaq Stock Market, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the Nasdaq Stock Market or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by Topco and the Holders of Company Warrants representing a majority of the shares of Common Stock obtainable upon exercise of the Company Warrants. If such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed not to be available.

          “ Material Adverse Change ” shall mean any change that has a Material Adverse Effect.

          “ Material Adverse Effect ” shall mean (i) a material adverse effect on the business, assets, properties, results of operation or condition (financial or otherwise) of the Synodys Companies, taken as a whole, or (ii) a material adverse effect on the financial, banking, capital markets or general economic conditions. Material Adverse Effect does not include effects resulting directly and primarily from changes relating to generally applicable economic conditions (including currency exchange rates) or effects relating to the Synodys Companies’ industry in general, which effects do not and would not reasonably be expected to have a materially disproportionate effect on the Synodys Companies, taken as a whole, relative to other Persons in the same industry.

          “ Multiemployer Plan ” shall mean a multiemployer plan (within the meaning of Section 3(37) of ERISA) that is maintained for the benefit of the employees of the Synodys Companies or any member of the Controlled Group.

          “ Net Income ” shall mean, for any period, the net income (or loss) of the Synodys Companies 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.

          “ Notes ” shall mean, collectively, the Senior Term B Notes, the Revolving Notes, the Senior Subordinated Notes and the Junior Subordinated Notes.

          “ Obligations ” shall mean (a) the principal and interest (including, without limitation, interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (b) all other monetary obligations of the Loan Parties under the Purchase Documents, including but not limited to, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including, without limitation, monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding).

          “ Option Plan ” shall mean the Dosimetry Acquisitions (U.S.), Inc. 2004 Option Plan.

          “ Options ” shall mean the options to purchase shares of Common Stock under the Option Plan and, where the context requires, any shares of restricted stock issued upon exercise thereof.

          “ Other Taxes ” shall have the meaning assigned to such term in Section 3.8 hereof.

          “ Patent Licenses ” shall mean all agreements, whether written or oral, providing for the grant by or to the Synodys Companies of any right to use any Patent.

          “ Patents ” shall mean (a) all patents now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, Canada, or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

          “ Payment Default ” shall mean the occurrence of an event of default under the terms of particular Indebtedness as a result of the failure to pay interest or principal on such Indebtedness beyond any applicable cure period.

          “ PBGC ” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, or any other governmental agency, department or instrumentality succeeding to the functions thereof.

          “ Permitted Liens ” shall have the meaning assigned to such term in Section 7.2(b) hereof.

          “ Person ” shall mean any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or department, agency or political subdivision thereof.

          “ Piggyback Registration ” shall have the meaning assigned to such term in Section 12.1(a).

          “ PIK Interest ” shall mean Junior PIK Interest or Senior PIK Interest, as applicable.

          “ Plan ” shall mean any employee benefit plan (within the meaning of Section 3(3) of ERISA), other than a Multiemployer Plan, established or maintained by any of the Synodys Companies or any member of the Controlled Group.

          “ Pledge Agreements ” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “ Pollutant ” shall include any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in CERCLA; any “hazardous waste” as that term is defined in RCRA; and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, said Environmental Laws); and including without limitation any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans, heavy metals, and radon gas; and including any other substance or material that is reasonably determined to present a threat, hazard or risk to human health or the environment.

          “ Preferred Stock ” has the meaning ascribed thereto in the Recitals.

          “ Prime Rate ” shall mean the rate of interest that under current practice is listed as such under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal , and if a range of rates is listed, the highest such rate, and should such practice change, such other indication of the prevailing prime rate of interest as may reasonably be chosen by Required Purchasers.

          “ Properties and Facilities ” shall have the meaning assigned to such term in Section 5.1(q) hereof.

          “ Proprietary Rights ” shall mean all right, title, and interest in the following intellectual property, including both statutory and common law rights: (i) copyrights in published and unpublished works, and all applications, registrations and renewals relating thereto; (ii) registered or unregistered trademarks, service marks, domain names, logos, trade dress and other source or business identifiers, and the goodwill associated therewith; (iii) patents, patent applications, and other patent or industrial property rights in any country; and (iv) trade secrets, confidential or proprietary information, inventions, ideas, designs, concepts, compilations of

information, methods, techniques, procedures, processes, and know-how, whether or not patentable, patents, trademarks, trade names, service marks, copyrights, inventions, production methods, licenses, formulas, know-how and trade secrets, regardless of whether such are registered with any Governmental Authorities, including applications therefor.

          “ Purchase Documents ” shall mean this Agreement, the Notes, the Security Documents and all other agreements, instruments and documents delivered in connection therewith as any or all of the foregoing may be supplemented or amended from time to time.

          “ Purchaser ” shall have the meaning assigned to such term in the preamble hereto and in Section 6.2 hereof.

          “ Put Option ” shall have the meaning assigned to such term in Section 10.1 hereof.

          “ Put Option Closing ” shall have the meaning assigned to such term in Section 10.5 hereof.

          “ Put Price ” shall have the meaning assigned to such term in Section 10.2 hereof.

          “ Put Shares ” shall have the meaning assigned to such term in Section 10.2 hereof.

          “ RCRA ” shall mean the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.

          “ Receivables ” shall mean all of such Synodys Company’s accounts, contract rights, instruments (including those evidencing indebtedness owed to such Synodys Company by its Affiliates), documents, chattel paper, general intangibles relating to accounts, drafts and acceptances, and all other forms of obligations owing to such Synodys Company arising out of or in connection with the sale or lease of Inventory or the rendition of services, all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

          “ Registrable Securities ” shall mean any shares of Common Stock purchased upon the exercise of any Company Warrant and any shares of Common Stock purchased pursuant to Article 11 hereof, and any shares of Common Stock now owned or hereafter acquired by any Purchaser.

          “ Removal ,” “ Remedial ” and “ Response ” actions shall include the types of activities “covered” by CERCLA, RCRA, and other comparable Environmental Laws, and whether the activities are those that might be taken by a government entity or those that a government entity or any other person might seek to require of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers, reusers, disposers, or other persons under “removal,” “remedial,” or other “response” actions.

          “ Reportable Event ” shall mean any of the events that are reportable under Section 4043 of ERISA and the regulations promulgated thereunder, other than an occurrence for which the thirty (30) day notice contained in 29 C.F.R. § 2615.3(a) is waived.

          “ Request for Borrowing ” shall have the meaning assigned to such term in Section 2.3(b) hereof.

          “ Required Purchasers ” shall mean, at any time, Purchasers holding a pro rata percentage of the outstanding principal amount of the Notes aggregating at least 66-2/3% at such time.

          “ Revolving Loan ” shall have the meaning assigned to such term in Section 2.3 hereof.

           “Revolving Loan Commitment” shall mean the amount of $8,213,400.

          “ Revolving Loan Commitment Fee ” shall mean a fee of $234,268 to be paid by the Loan Parties to the Purchaser or its designee in consideration of the Revolving Loan Commitment.

          “ Revolving Loan Termination Date ” shall have the meaning assigned to such term in Section 2.3(a) hereof.

          “ Revolving Notes ” shall have the meaning assigned to such term in Section 2.3(a) hereof.

          “ SEC ” shall mean the Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

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

          “ Securities Act ” shall mean the Securities Act of 1933, as amended.

          “ Securities Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

          “ Security Agreement ” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “ Security Documents ” shall mean the Security Agreement, the IP Collateral Assignments, the Pledge Agreement, the Financing Statements, and all other documents, instruments and other materials necessary to create or perfect the security interests created pursuant to the Security Agreement.

           “Senior Cash Interest” shall have the meaning assigned to such term in Section 3.1(b).

          “ Senior Notes ” shall mean, collectively, the Revolving Notes and Senior Term B Notes.

          “ Senior Note Payment Default ” shall have the meaning assigned to such term in Section 13.2 hereof.

          “ Senior Note Covenant Default ” shall have the meaning assigned to such term in Section 13.2 hereof.

          “ Senior Origination Fee ” shall mean a fee of $623,610 to be paid by the Loan Parties to Purchaser or its designee in consideration of the Senior Term Loan B.

          “ Senior PIK Interest ” shall have the meaning assigned to such term in Section 3.1(b) hereof.

          “ Senior Subordinated Notes ” shall have the meaning assigned to such term in Section 2.2(a) hereof.

          “ Senior Subordinated Notes Covenant Default ” shall have the meaning assigned to such term in Section 13.3(b) hereof.

          “ Senior Subordinated Notes Payment Default ” shall have the meaning assigned to such term in Section 13.3(a) hereof.

          “ Senior Subordinated Origination Fee ” shall mean a fee of $365,040 payable by the Loan Parties to Purchaser or its designee in consideration of the Senior Subordinated Notes.

          “ Senior Term Loan B ” shall have the meaning assigned to such term in Section 2.1 hereof.

          “ Senior Term B Notes ” shall have the meaning assigned to such term in Section 2.1 hereof.

          “ Structuring Fee ” shall mean a fee of $973,440 payable by the Loan Parties to ACFS in consideration of the structuring of the financing contemplated hereby.

          “ Subject Securities ” shall mean the Company Warrants, any shares of Common Stock of Topco purchased upon the exercise of any Company Warrant and any shares of Common Stock of Topco purchased pursuant to Article 11 hereof.

          “ Subordinated Notes ” shall have the meaning assigned to such term in Section 2.2(b) hereof.

          “ Subsidiary ” of any corporation shall mean any other corporation or limited liability company of which the outstanding capital stock possessing a majority of voting power in the election of directors (otherwise than as the result of a default) is owned or controlled by such corporation directly or indirectly through Subsidiaries.

          “ Synodys Company ” shall mean, each of Topco, Borrower, Synodys and each of the other Subsidiaries of Topco.

          “ Taxes ” shall have the meaning assigned to such term in Section 3.8 hereof.

          “ Topco ” shall have the meaning assigned to such term in the preamble hereto.

          “ Trademark Licenses ” shall mean any agreement, whether written or oral, providing for the grant by or to any Synodys Company of any right to use any Trademark.

          “ Trademarks ” shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office, the Canadian Intellectual Property Office or in any similar office or agency of the United States, Canada, any state, any province or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals and extensions thereof.

          “ Transaction Documents ” shall have the meaning assigned to such term in Section 5.1(f) hereof.

          “ Transactions ” shall mean the incurrence of debt and the issuance of securities in connection therewith, as contemplated by this Agreement, the Notes and all other agreements contemplated hereby and thereby.

          “ Underlying Common Stock ” shall mean (i) the Common Stock of Topco issued or issuable upon exercise of the Company Warrants and (ii) any equity securities issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

          “ Unlocking Offer ” shall have the meaning assigned to such term in Section 10.6 hereof.

          “ UST ” shall mean an underground storage tank, including as that term is defined, construed and otherwise used in RCRA and in rules, regulations, standards, guidelines and publications issued pursuant to RCRA and comparable state and local laws.

          “ Warrant Shares ” shall mean the shares of Common Stock issued or issuable upon exercise of the Warrants.

          1.2 Accounting Principles . The character or amount of any asset, liability, capital account or reserve and of any item of income or expense to be determined, and any consolidation or other accounting computation to be made, and the construction of any definition containing a financial term, pursuant to this Agreement shall be determined or made in accordance with generally accepted accounting principles in the United States of America consistently applied (“ GAAP ”), unless such principles are inconsistent with the express requirements of this Agreement.

          1.3 Other Definitional Provisions; Construction . Whenever the context so requires, neuter gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement, and references to section, article, annex, schedule, exhibit and like references are references to this Agreement unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Agent and Purchasers. References in this Agreement to any Persons shall include such Persons, successors and permitted assigns. Other terms contained in this Agreement (which are not otherwise specifically defined herein) shall have meanings provided in Article 9 of the New York Uniform Commercial Code on the date hereof to the extent the same are used or defined therein.

ARTICLE 2
ESTABLISHMENT OF REVOLVING LOAN FACILITY AND ISSUE AND SALE OF
NOTES

          2.1 Senior Term Loans . Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“ Senior Term Loan B ”) to the Loan Parties on the Closing Date in the principal amount of $24,944,400. From and after Closing, the Senior Term Loan B shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “ Senior Term B Notes ”) to be delivered by the Loan Parties at the Closing.

          2.2 Subordinated Notes .

          (a) Senior Subordinated Notes . The Loan Parties have duly authorized the issuance and sale to Purchasers of $12,238,000 in aggregate principal amount of the Loan Parties’ Senior Subordinated Notes due June 23, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “ Senior Subordinated Notes ”), to be substantially in the form of the Senior Subordinated Note attached hereto as Exhibit A-2 .

          (b) Junior Subordinated Notes . The Loan Parties have duly authorized the issuance and sale to Purchasers of $4,867,200 in aggregate principal amount of the Loan Parties’ Junior Subordinated Notes due June 23, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “ Junior Subordinated Notes ”, and together with the Senior Subordinated Notes, the “ Subordinated Notes ”), to be substantially in the form of the Junior Subordinated Note attached hereto as Exhibit A-3 .

          2.3 Revolving Loans .

          (a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding, June 23, 2005 (the “ Revolving Loan Termination Date ”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “ Revolving Loans ”) in an aggregate amount outstanding at any time less than or equal to the Revolving Loan

Commitment Amount. From and after the Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (the “ Revolving Notes ”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan parties at the Closing. The date and amount of each Revolving Loan made by 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 recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.

          (b) Purchasers 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 2.3(a) hereof, this Section 2.3(b) and Section 4.2 hereof have been satisfied. Before a Revolving Loan is made, the Loan Parties shall have (i) provided Agent an irrevocable written Request for Borrowing in the form of Exhibit G (a “ Request for Borrowing ”) by facsimile or other means set forth in Section 15.6 so that such notice is received by Agent not later than three (3) 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 Request for Borrowing not later than 1:00 pm New York time three (3) Business Days before the date on which the Revolving Loan is to be made. No Revolving Loan shall be made if it would cause the aggregate amount of Revolving Loans to exceed the Revolving Loan Commitment Amount. Agent and Purchasers shall be entitled to rely conclusively on any officer of the Loan Parties authority to deliver a Request for Borrowing or other writing on behalf of the Loan Parties and neither Agent nor any Purchaser shall have any duty to verify the identity of or signature of any Person identifying himself as an Executive Officer.

          2.4 Sale and Purchase . Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Loan Parties shall sell to Purchasers, and Purchasers shall purchase from the Loan Parties, in an amount equal to the relative portion of the Notes to be purchased by each Purchaser as set forth on Annex B , the Notes in the aggregate principal amounts set forth in Sections 2.1 and 2.2 hereof for $41,979,600 in the aggregate plus the amount of the Revolving Loan.

          2.5 The Closing . Delivery of and payment for the Notes (the “ 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 the date hereof or at such place or on such other date on or before the date hereof as may be mutually agreeable to the Loan Parties and Purchasers. The date and time of the Closing as finally determined pursuant to this Section 2.4 are referred to herein as the “ Closing Date .” Delivery of the Notes shall be made to Purchasers against payment of the purchase price therefor, less any unpaid Senior Origination Fee, Junior Origination Fee, Revolving Loan Commitment Fee, Structuring Fee and any other amounts due and payable pursuant to Section 4.1(g) hereof, by wire transfer of immediately available funds in the manner agreed to by the Loan Parties and Purchasers. The Notes shall be issued in such name or names and in such permitted denomination or denominations, numbers and amounts as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Closing Date.

ARTICLE 3
REPAYMENT OF THE REVOLVING LOANS, THE SENIOR TERM LOANS
AND THE SUBORDINATED NOTES

          3.1 Interest Rates and Interest Payments .

          (a) Senior Term Loan B . The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the last day of each LIBOR Period, commencing on the first LIBOR Period after the date hereof, 2004 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus six percent (6%) per annum.

          (b) Senior Subordinated Notes . The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the last day of each LIBOR Period, commencing with the first LIBOR Period after the date hereof, 2004 through the date of repayment in full of the Senior Subordinated Notes. The Senior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Senior PIK Interest that is paid-in-kind as described below) at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus nine and three tenths percent (9.3%) per annum (“ Senior Cash Interest ”); and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Senior Subordinated Notes (as such principal amount is increased from time to time) at a rate of three percent (3%) per annum (“ Senior PIK Interest ”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(b). Senior PIK Interest shall be payable as an increase in the principal amount of the Senior Subordinated Notes on the first Business Day of each month without any further action on the part of Agent or the Loan Parties and such increased principal amount of the Senior Subordinated Notes shall be paid in full in connection with the repayment of the Senior Subordinated Notes. The Agent’s determination of the amount of Senior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (c) Junior Subordinated Notes . The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the last day of each LIBOR Period, commencing with the first LIBOR Period after the date hereof, 2004 through the date of repayment in full of the Junior Subordinated Notes. The Junior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Junior PIK Interest that is paid-in-kind as described below) at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus ten and three tenths percent (10.3%) per annum (“ Junior Cash Interest ”), and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Junior Subordinated Notes (as such principal amount is increased from time to time) at a rate of four percent (4%) per annum (“ Junior PIK Interest ”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(c). Junior PIK Interest shall be payable as an increase in the principal amount of the Junior Subordinated Notes on the first Business Day of each month without any further action on the part of Agent or the Loan Parties and such increased

principal amount of the Junior Subordinated Notes shall be paid in full in connection with the repayment of the Junior Subordinated Notes. The Agent’s determination of the amount of Junior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (d) Cash Payments in Lieu of PIK Interest . Notwithstanding Sections 3.1(b) and 3.1(c) hereof, commencing with the first “accrual period” (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date and continuing with each subsequent accrual period thereafter, the Loan Parties shall, in respect of each series of Subordinated Notes, pay in cash, on or before the end of such accrual period, an amount equal to the sum of the annual PIK Interest, the accrued and unpaid PIK Interest and the accrued and unpaid original issue discount (other than PIK Interest) with respect to such series of Subordinated Notes if, but only to the extent that, the aggregate amount of the sum of (i) the PIK Interest and (ii) the original issue discount (other than PIK Interest), in each case that has accrued and not been paid in cash from the Closing Date through the end of such accrual period on such series of Subordinated Notes, exceeds the product of the “issue price” (as defined for purposes of the Code) for such series of Subordinated Notes and the “yield to maturity” (as defined for purposes of the Code) on such series of Subordinated Notes. Any such payment shall first be allocated to the accrued and unpaid PIK Interest.

          (e) Revolving Loans . The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent for the ratable benefit of Purchasers of accrued interest on the Revolving Loans on the last day of each LIBOR Period, commencing with the first LIBOR Period after the date hereof, through the date of their repayment in full. The Revolving Loans will bear interest on the outstanding principal thereof at a rate per annum equal to the LIBOR Rate, as such rate may adjust from time to time, plus six percent (6.0%).

          (f) Computation of Interest . Interest on the Notes will be computed on the basis of a year of three hundred sixty (360) days of twelve (12) thirty (30) day months and the actual number of days elapsed.

          3.2 Repayment of Senior Term Notes . The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Term B Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder, on June 23, 2010.

          3.3 Repayment of Subordinated Notes .

          (a) Senior Subordinated Notes . The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder, on June 23, 2011.

          (b) Junior Notes . The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Junior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder, on June 23, 2011.

          3.4 Repayment of Revolving Loans . The Loan Parties covenant and agree to pay to Agent, for the ratable benefit of Purchasers, the Revolving Loans in full together with all unpaid accrued interest, fees and other amounts due hereunder on the Revolving Loan Termination Date. In addition, the Loan Parties covenant and agree to pay to Agent, for the ratable benefit of Purchasers, such amount of the Revolving Loans as shall be necessary at any time so that the aggregate amount of Revolving Loans outstanding at any time does not exceed the Revolving Loan Commitment Amount.

          3.5 Optional Prepayment of Notes . Subject to the terms of this Section 3.5, the Loan Parties may prepay to Agent, for the ratable benefit of Purchasers, the outstanding principal amount of the Senior Term B Notes and the Subordinated Notes in whole or in part in multiples of $250,000, or such lesser amount as is then outstanding, at any time at a price equal to (i) the accrued interest, if any, to the date set for prepayment, plus (ii) in the case of the Subordinated Notes, a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of the Subordinated Notes equal to the principal amount prepaid thereon multiplied by the following percentage:

provided , however , that no prepayment shall be applied to (a) the Subordinated Notes so long as the Senior Term B Notes remain outstanding and (b) to the Junior Subordinated Notes so long as the Senior Subordinated Notes remain outstanding. All such prepayments shall be applied by Agent to the outstanding principal in the inverse order of maturity after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith.

          3.6 Notice of Optional Prepayment . If the Loan Parties shall elect to prepay any Notes pursuant to Section 3.5 hereof, the Loan Parties shall give notice of such prepayment to Agent and each holder of the Notes to be prepaid not less than thirty (30) days or more than ninety (90) days prior to the date fixed for prepayment, specifying (i) the date on which such prepayment is to be made, (ii) the principal amount of such Notes to be prepaid on such date, and (iii) the premium, if any, and accrued interest applicable to the prepayment. Such notice shall be accompanied by a certificate of the Chairman of the Board of Directors, the President or the Vice President and of the Treasurer of Borrower that such prepayment is being made in compliance with Section 3.5. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the premium, if any, shall become due and payable on the prepayment date set forth in such notice.

          3.7 Mandatory Prepayment .

          (a) Change of Control; Event of Default . The Notes shall be prepaid in full, together with all interest, fees and expenses plus a prepayment premium computed in accordance with Section 3.5, as if such prepayment were a voluntary prepayment, in the event of a Change of Control or upon such Notes becoming due as a consequence of an Event of Default pursuant to Section 8.2.

          (b) Excess Cash Flow . In addition to the amounts payable by the Loan Parties in respect of the Notes pursuant to Sections 3.2, 3.3, 3.4 and 3.5 hereof, the Loan Parties jointly and severally, covenant and agree to make an annual principal prepayment on the Senior Term Loan B (the “ Cash Flow Prepayment ”) on or before the end of the LIBOR Period that occurs the soonest after the one hundred twentieth (120th) day following the end of each Fiscal Year in an amount equal to seventy-five percent (75%) of the Excess Cash Flow, or such lesser amount as is then outstanding under the Senior Term B Notes, for so long as any amounts remain outstanding under the Senior Term B Notes. All Cash Flow Prepayments in respect of any Fiscal Year shall be applied by Agent to the outstanding principal of the Senior Term B Notes in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.

          3.8 Home Office Payment . The Loan Parties will pay all sums becoming due on any Note for principal, premium, if any, and interest to Agent by the method and at the address specified for such purpose in Annex A , or by such other method or at such other address as Purchasers shall have from time to time specified to the Loan Parties in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Loan Parties made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each holder of a Note shall surrender such Note for cancellation, reasonably promptly after such request, to the Loan Parties at their principal executive office.

          3.9 Taxes . Any and all payments by the Loan Parties hereunder or under the Notes or other Purchase Documents that are made to or for the benefit of Purchasers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (collectively, “ Taxes ”), excluding taxes imposed on Agent’s or Purchasers’ net income or capital and franchise taxes imposed on any of them by the jurisdiction under the laws of which any of them is organized or any political subdivision thereof (all such nonexcluded Taxes being hereinafter referred to as “ Covered Taxes ”). If any of the Loan Parties shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder or under any Notes or other Purchase Documents to Agent for the benefit of Purchasers, or to Purchasers, the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this paragraph), each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. The Loan Parties shall make such deductions and the Loan Parties shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Loan Parties agree to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that arise at any time or from

time to time from any payment made under any and all Purchase Documents or from the execution or delivery by the Loan Parties or from the filing or recording or maintenance of, or otherwise with respect to the exercise by Agent or Purchasers of their respective rights under any and all Purchase Documents (collectively, “ Other Taxes ”). The Loan Parties will indemnify Agent and Purchasers for the full amount of Covered Taxes imposed on or with respect to amounts payable hereunder and Other Taxes, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment of this indemnification shall be made within thirty (30) days from the date Agent or Purchasers provide the Loan Parties with a certificate certifying and setting forth in reasonable detail the calculation thereof as to the amount and type of such Taxes. Any such certificates submitted by Agent or Purchasers in good faith to the Loan Parties shall, absent manifest error, be final, conclusive and binding on all parties. The obligation of the Loan Parties under this Section 3.9 shall survive the payment of the Notes and the termination of this Agreement. Within thirty (30) days after the Loan Parties having received a receipt for payment of Covered Taxes and/or Other Taxes, the Loan Parties shall furnish to Agent the original or certified copy of a receipt evidencing payment thereof.

          3.10 Maximum Lawful Rate . This Agreement, the Notes and the other Purchase Documents are hereby limited by this Section 3.10. In no event, whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under applicable law, the interest and fees shall be reduced to the maximum amount permitted under applicable law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the principal amount of the Notes, in such manner as may be determined by Purchasers, and not to the payment of fees or interest, or if such excess interest exceeds the unpaid balance of the principal amount of the Notes, such excess shall be refunded to the Loan Parties.

          3.11 Break Funding Payments . In the event of the payment of any principal of any Note (other than the Subordinated Notes) other than on the date such payment was scheduled to be paid or the due date for mandatory prepayments pursuant to Section 3.7 hereof (including payments as a result of an Event of Default), the Loan Parties shall compensate each Purchaser, upon demand, for the loss, cost and expense attributable to such event with respect to the period from such payment date to the day immediately preceding the next scheduled payment or due date.

          3.12 Capital Adequacy . If, after the date hereof, either the introduction of or any change of the interpretation of any law or the compliance by Purchasers with any guideline or request from any governmental authority (provided they are legally binding) has or would have the effect of reducing the rate of return on the capital or assets of Purchasers as a consequence of, as determined by Agent or Purchasers in their sole discretion, the existence of any Purchaser’s obligations under this Agreement or any other Purchase Documents, then, upon demand by Purchasers, the Loan Parties immediately shall pay to Purchasers, from the time as specified by Purchasers, additional amounts sufficient to compensate Purchasers in light of such circumstances. The obligations of the Loan Parties under this Section 3.12 shall survive the payment of the Notes and the termination of this Agreement.

          3.13 Certain Waivers . The Loan Parties unconditionally waive (i) any rights to presentment, demand, protest or (except as expressly required hereby) notice of any kind, and (ii) any rights of recission, setoff, counterclaim or defense to payment under the Notes or otherwise that the Loan Parties may have or claim against any Purchaser, the Agent or any prior Purchaser or Agent.

ARTICLE 4
CONDITIONS

          4.1 Conditions to the Senior Term Loan B, Revolving Loan and Purchase of Subordinated Notes . The obligation of Purchasers to advance the Senior Term Loan B and to purchase and pay for the Notes is subject to the satisfaction, prior to or at the Closing, of the following conditions:

          (a) Representations and Warranties True . The representations and warranties contained in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

          (b) Material Adverse Change . There shall have been no Material Adverse Change in the business, financial condition, assets, Business or prospects of the Synodys Companies or the capital markets since June 30, 2003.

          (c) Security Documents . The Loan Parties, Topco and Agent, for the benefit of the Purchasers, shall have entered into (i) a security agreement or security agreements with Agent subordinated in lien priority only to the Liens in favor of any senior lender as contemplated therein, if any, in form and substance as set forth in Exhibit B attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “ Security Agreement ”), (ii) a collateral patent, trademark and license assignment or assignments in form and substance as set forth in Exhibit C attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “ IP Collateral Assignments ”) and (iii) stock pledge and security agreements in form and substance as set forth in Exhibit D attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “ Pledge Agreements ”). The Loan Parties and Topco shall have executed and delivered to Agent, for the benefit of the Purchasers, such financing statements and other instruments (collectively, “ Financing Statements ”) as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Loan Parties and Topco other than Permitted Liens.

          (d) Environmental Reports . Agent shall have received reports covering the Synodys Companies’ properties in form and substance satisfactory to Agent regarding the Synodys Properties’ compliance with Environmental Laws.

          (e) Collateral Access Agreements . The Loan Parties shall have delivered to Agent a Collateral Access Agreement for each property specified by the Agent, in form and substance satisfactory to the Agent.

          (f) Closing Documents . The Loan Parties will have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

     (i) two or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.1 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties;

     (ii) one or more Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties;

     (iii) one or more Revolving Notes evidencing the Revolving Loans (as designated by Agent and Purchasers pursuant to Section 2.3 and Annex A hereof) in the maximum amounts as set forth herein, duly completed and executed by the Loan Parties;

     (iv) certificates of good standing dated not more than 10 days prior to the Closing Date for each of the Loan Parties and Topco issued by their respective jurisdictions of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent;

     (v) a copy of the Charter Documents of each of the Loan Parties and Topco, certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Closing Date;

     (vi) a copy of the By-laws of each of the Loan Parties and Topco, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party and Topco;

     (vii) a certificate of the secretary or assistant secretary, manager or general partner of each of the Loan Parties and Topco, certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party and Topco authorized to sign this Agreement and the other documents to be delivered by the respective Loan Party and Topco hereunder;

     (viii) copies of the resolutions duly adopted by each Loan Party’s and Topco’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party and Topco of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the respective Loan Party and Topco is a party to, and the consummation of all of the other Transactions, certified as of

the Closing Date by the secretary, assistant secretary, manager or general partner of the respective Loan Party and Topco;

     (ix) a certificate dated as of the Closing Date from an officer, general partner or manager of each of the Synodys Companies stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent;

     (x) certificates of insurance evidencing the existence of all insurance required to be maintained by the Synodys Companies pursuant to Section 7.1(c), and Agent shall be satisfied with the type and extent of such coverage;

     (xi) copies of all material leases to which any of the Loan Parties is a party to; and

     (xii) such other documents relating to the Transactions contemplated by this Agreement as Agent or its counsel may reasonably request.

          (g) Purchaser’s Fees and Expenses .

     (i) Revolving Loan Commitment Fee . On the Closing Date, the Loan Parties shall pay the Revolving Loan Commitment Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Revolving Loan Commitment Fee);

     (ii) Senior Origination Fee . On the Closing Date, the Loan Parties shall pay the Senior Origination Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Senior Origination Fee);

     (iii) Junior Subordinated Origination Fee . On the Closing Date, the Loan Parties shall pay the Junior Origination Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Junior Origination Fee);

     (iv) Structuring Fee . On the Closing Date, the Loan Parties shall pay the Structuring Fee to ACFS (and the Loan Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Structuring Fee);

     (v) Equity Fee . On the Closing Date, the Loan Parties shall pay the Equity Fee to ACFS (and the Loan Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Equity Fee);

     (vi) Senior Subordinated Origination Fee . On the Closing Date, the Loan Parties shall pay the Senior Subordinated Origination Fee to ACFS (and the Loan

Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Senior Subordinated Origination Fee); and

     (vii) Other Fees and Expenses . On the Closing Date, the Loan Parties shall have paid the fees and expenses of Agent and Purchasers, payable by the Loan Parties pursuant to Section 15.4 hereof (and the Loan Parties hereby authorize Agent to deduct all such amounts from the aggregate proceeds of the sale of the Notes by the Loan Parties).

          (h) Legal Investment . On the Closing Date, Purchasers’ purchases of the Notes shall not be prohibited by any applicable law, rule or regulation of any Governmental Authority (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System) as a result of the promulgation or enactment thereof or any changes therein, or change in the interpretation thereof by any Governmental Authority, subsequent to the date of this Agreement.

          (i) Proceedings . All proceedings taken or required to be taken in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto will be satisfactory in form and substance to Agent and its counsel and to Purchasers and their counsel.

          (j) Consummation of Acquisition . The Acquisition shall have been consummated in form and substance satisfactory to the Purchasers, in the Purchasers’ sole discretion, and the Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (k) Investment Banking Agreement . Topco and ACFS shall have executed an Investment Banking Agreement in a form reasonably satisfactory to ACFS in the form attached hereto as Exhibit F.

          4.2 Conditions Precedent to each Revolving Loan . The obligation of the Purchasers on any date (including the Closing Date) to make a Revolving Loan is subject to the satisfaction of each of the following conditions precedent:

          (a) Request for Borrowing . Agent shall have received a duly executed Request for Borrowing with respect to each Revolving Loan in accordance with Section 2.3(b) hereof.

          (b) Compliance . Both before and after giving effect to the proceeds of any Revolving Loan, (i) no Default or Event of Default shall have occurred and be continuing, (ii) repayment of the Notes shall not been accelerated in accordance with Section 8.2 hereof, (iii) the Loan Parties shall have complied and be in compliance with all the terms, covenants and conditions of each Purchase Document, and (iv) the representations and warranties of the Loan Parties contained in Section 5 hereof shall be true and correct on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after the Closing Date with the same effect as though made on and as of the date of each Revolving Loan (except to the extent that any of the Schedules to this Agreement have been amended prior to any funding date to appropriately update any immaterial matters disclosed therein); and the Agent, if it so requests,

shall have received a certificate, dated as of the date of each Revolving Loan, signed by an Executive Officer of the Loan Parties to the foregoing effect.

          (c) No Material Adverse Change . No Material Adverse Change shall have occurred since the date of the last audited financial statements of the Synodys Companies delivered to the Agent.

          (d) Additional Documents . The Agent shall have received prior to the date of each Revolving Loan all additional documents and certificates that the Agent shall have reasonably requested.

          4.3 Waiver . Any condition specified in this Article 4 may be waived by Agent on behalf of the Purchasers; provided that no such waiver will be effective against Agent unless it is set forth in a writing executed by Agent.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES

          5.1 Representations and Warranties of Loan Parties . As a material inducement to Agent and Purchasers to enter into this Agreement, advance the Senior Term Loan B and purchase the Notes, the Loan Parties and Topco, jointly and severally, hereby represent and warrant to Agent and Purchasers as follows:

          (a) Organization and Power . Each of the Synodys Companies is a corporation (or comparable entity of non-U.S. jurisdiction) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Each of the Synodys Companies has all requisite corporate or other organizational power and authority and all material licenses, permits, approvals and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the Transactions, and is qualified to do business in the jurisdictions listed on the “ Organization Schedule ” attached hereto as Schedule 5.1(a) , which includes every jurisdiction where the failure to so qualify might reasonably be expected to have a Material Adverse Effect. Each of the Synodys Companies has its principal place of business as set forth on the Organization Schedule. The copies of the Charter Documents and By-Laws of the Synodys Companies that have been furnished to Agent reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

          (b) Principal Business . The Synodys Companies are manufacturers and distributors of equipment for the detection of radiation (the “ Business ”).

          (c) Financial Statements and Financial Projections .

     (i) Financial Statements; Historical Statements . The Loan Parties have delivered to Agent copies of Synodys’s audited consolidated year-end financial statements for and as of the fiscal years ended June 30, 2000, June 30, 2001, June 30, 2002 and June 30, 2003 and unaudited balance sheet, income statements and statement of cash flows for the eleven (11) month period ended May 31, 2004 (together, the “ Financial Statements ”). The Financial Statements were compiled

from the books and records maintained by Synodys’ management, are correct and complete and fairly represent the consolidated financial condition of Synodys and its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with generally accepted accounting principles in France, consistently applied.

     (ii) Financial Projections . The Synodys Companies have delivered to Agent financial projections (consisting of a projected income statement) of the Synodys Companies for the period June 30, 2004 through June 30, 2007 derived from various assumptions of the Synodys Companies’ management (the “ Financial Projections ”). The Financial Projections represent a reasonable range of possible results in light of the history of the Business and the Synodys Companies, present and foreseeable conditions and the intentions of the Synodys Companies’ management. The Financial Projections accurately reflect the liabilities of the Synodys Companies upon consummation of the transactions contemplated hereby as of the Closing Date.

     (iii) Accuracy of Financial Statements . The Synodys Companies do not have any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Financial Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Synodys Companies that may cause a Material Adverse Effect.

          (d) Capitalization and Related Matters . As of the Closing Date, the authorized capital stock of each of the Synodys Companies and the number and ownership of all outstanding capital stock of each of the Synodys Companies is set forth on the Organization Schedule. Except as set forth in Schedule 5.1(d) , as of the Closing Date, none of the Synodys Companies will have outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock and none will have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the Closing Date, none of the Synodys Companies will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock. As of the Closing, all of the outstanding shares of each Synodys Company’s capital stock will be validly issued, fully paid and nonassessable. None of the Synodys Companies has violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws. Except as set forth in Schedule 5.1(d) , there are no agreements among the Synodys Companies’ stockholders with respect to the voting or transfer of the Synodys Companies’ capital stock.

          (e) Subsidiaries . The Synodys Companies do not own, or hold any rights to acquire, any shares of stock or any other security or interest in any other Person, and the Synodys Companies have no Subsidiaries, except in each case as set forth on the Organizational Schedule.

          (f) Authorization; No Breach . The execution, delivery and performance of this Agreement, the other Purchase Documents and all other agreements contemplated hereby and thereby to which each of the Synodys Companies is a party (collectively, the “ Transaction

Documents ”), and the consummation of the Transactions have been duly authorized by each of the Synodys Companies. The execution and delivery by each of the Synodys Companies of the Transaction Documents and the consummation of the Transactions do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) except as created pursuant to the Security Documents, result in the creation of any Lien upon any of the Synodys Companies’ capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Charter Documents of any of the Synodys Companies, or any law, statute, rule or regulation to which any of the Synodys Companies is subject, or any agreement, instrument, order, judgment or decree to which any of the Synodys Companies is a party or to which they or their assets are subject.

          (g) Governmental Approvals . Except as specifically provided by the Transaction Documents, no registration with or consent or approval of, or other action by, any Governmental Authority is or will be required in connection with the consummation of the Transactions by the Loan Parties and Topco.

          (h) Enforceability . This Agreement constitutes, and each of the other Transaction Documents when duly executed and delivered by each of the Loan Parties who are parties thereto will constitute, legal, valid and binding obligations of each of the Loan Parties enforceable in accordance with their respective terms.

          (i) No Material Adverse Change . Since June 30, 2003, there has been no Material Adverse Change.

          (j) Litigation . Except as described in the “Litigation Schedule” attached hereto as Schedule 5.1(j) , there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or any Governmental Authority now pending or, to the best knowledge of the Loan Parties’ and Topco’s management after due inquiry, threatened against or filed by or affecting any of the Synodys Companies or any of their directors or officers or the businesses, assets or rights of any of the Synodys Companies. The Synodys Companies and their directors or officers shall promptly provide Agent with a copy of all pleadings of all lawsuits filed against others and, in the case of other actions, a letter stating the nature of such suits and a copy of all pleadings.

          (k) Compliance with Laws . The Synodys Companies are not in violation in any material respect of any applicable Law. The Synodys Companies are not in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any Governmental Authority. The Synodys Companies are not in, and the consummation of the Transactions will not cause any, default concerning any judgment, order, writ, injunction or decree of any Governmental Authority, and there is no investigation, enforcement action or regulatory action pending or threatened against or affecting any of the Synodys Companies by any Governmental Authority, except as set forth on the Litigation Schedule. Except as set forth in the Litigation Schedule, there is no remedial or other corrective action that any of the Synodys Companies is required to take to remain in compliance with any judgment, order, writ, injunction or decree of any Governmental Authority or to maintain any material permits, approvals or licenses granted by any Governmental Authority in full force and effect. During the past ten (10) years, none of the officers, directors or management

of any of the Synodys Companies has been arrested or convicted of any material crime nor has any of them been bankrupt or an officer or director of a bankrupt company.

          (l) Environmental Protection . Except as specified in “ Environmental Schedule ” attached hereto as Schedule 5.1(l) and after giving effect to the Transactions: (i) the business of the Synodys Companies, the methods and means employed by the Synodys Companies in the operation thereof (including all operations and conditions at or in the properties of the Synodys Companies), and the assets owned, leased, managed, used, controlled, held or operated by the Synodys Companies, comply in all material respects with all applicable Environmental Laws; (ii) with respect to the Properties and Facilities, and except as disclosed in the Environmental Schedule, the Synodys Companies have obtained, possess, and are in full compliance with all permits, licenses, reviews, certifications, approvals, registrations, consents, and any other authorizations required under any Environmental Laws; (iii) the Synodys Companies have not received (x) any claim or notice of violation, lien, complaint, suit, order or other claim or notice to the effect that the Synodys Companies are or may be liable to any Person as a result of (A) the environmental condition of any of their Properties or any other property, or (B) the release or threatened release of any Pollutant, or (y) any letter or request for information under Section 104 of the CERCLA, or other comparable state laws, and to the best of the any of Loan Parties’ and Topco’s knowledge, none of the operations of the Synodys Companies is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Pollutant at the Properties and Facilities or at any other location, including any location to which the Synodys Companies have transported, or arranged for the transportation of, any Pollutants with respect to the Properties and Facilities; (iv) except as disclosed in the Environmental Schedule, neither the Synodys Companies nor any prior owner or operator has incurred in the past, or is now subject to, any Environmental Liabilities; (v) except as disclosed in the Environmental Schedule, there are no Liens, covenants, deed restrictions, notice or registration requirements, or other limitations applicable to the Properties and Facilities, based upon any Environmental Laws or other legal obligations; (vi) there are no USTs located in, at, on, or under the Properties and Facilities other than the USTs identified in the Environmental Schedule as USTs; and each of those USTs is in full compliance with all Environmental Laws and other legal obligations; and (vii) except as disclosed in the Environmental Schedule, there are no PCBs, lead paint, asbestos (of any type or form), or materials, articles or products containing PCBs, lead paint or asbestos, located in, at, on, under, a part of, or otherwise related to the Properties and Facilities (including, without limitation, any building, structure, or other improvement that is a part of the Proper