AMENDMENT NO. 4 AND
WAIVER
This
AMENDMENT NO. 4 AND WAIVER (this “ Amendment and
Waiver ”), dated as of December 22, 2006, to the Note and
Equity Purchase Agreement, dated as of June 23, 2004 and as
amended by Amendment No. 1, dated as of October 22, 2004,
Amendment No. 2, dated as of November 1, 2005, Second [
sic ] Amendment and Consent, dated as of December 22,
2005, Amendment No. 3, dated as of June 30, 2006 (as the
same may be amended, supplemented or modified from time to time in
accordance with its terms, the “ Note Purchase
Agreement ”), by and among MGP INSTRUMENTS, INC., a
Delaware corporation (“ Borrower ”), DOSIMETRY
ACQUISITIONS (U.S.), LLC, a Delaware limited liability company and
successor by merger to Dosimetry Acquisition (U.S.), Inc. (“
Topco ”), as Guarantor, the securities purchasers that
are now and hereafter at any time parties thereto (each a “
Purchaser ” and collectively, “
Purchasers ”), and AMERICAN CAPITAL FINANCIAL
SERVICES, INC., a Delaware corporation (“ ACFS
”), as agent for Purchasers (“ Agent ”).
All capitalized terms used herein and not otherwise defined shall
have the meanings assigned to such terms in the Note Purchase
Agreement.
WHEREAS,
Borrower, Topco, Purchasers and ACFS are party to the Note Purchase
Agreement; and
WHEREAS,
pursuant to the transactions contemplated by the Master
Restructuring Agreement and Plan of Merger dated as of
December 22, 2005, to which the Borrower is a party, Mirion
Technologies, Inc. (formerly known as Global Monitoring Systems,
Inc., “ Mirion ”) became the sole member of
Borrower; and
WHEREAS,
Borrower no longer prepares financial statements separate from
Mirion and the parties hereto desire to waive prior non-compliance
with existing financial covenants and to amend certain provisions
of the Note Purchase Agreement to provide that financial covenants
be measured based on the consolidated financial reporting of Mirion
and its subsidiaries;
WHEREAS,
under Section 15.2 of the Note Purchase Agreement, any
amendment thereof requires a written instrument executed by Topco
and each Loan Party and, to the extent such modification relates to
the Notes, by the Agent on behalf of the Purchasers; and
WHEREAS,
the parties hereto agree and hereby do wish to amend the Note
Purchase Agreement by making the changes set forth herein in
accordance with Section 15.2 of the Note Purchase
Agreement;
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
SECTION
1. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT
1.1
The following definitions are hereby added to Section 1.1 in
alphabetical order:
“
Measurement Date ” has the meaning assigned to such
term in Section 7.3(a).
“
Measurement Period ” means the twelve (12) month
period ending on a Measurement Date.
““
Mirion ” means Mirion Technologies, Inc., a Delaware
corporation.”
“
Total Debt to EBITDA Ratio ” means the ratio of
(a) all Indebtedness of the Loan Parties on a consolidated
basis, as of a particular Measurement Date to (b) the EBITDA
for the Measurement Period ending on such Measurement
Date.
SECTION
2. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT
The
following definitions in Section 1.1 are hereby amended and
restated in their entirety:
““
Capital Expenditures ” means for any period of
determination capital expenditures of the Loan Parties for such
period determined and consolidated in accordance with GAAP,
excluding expenditures made in connection with the replacement,
substitution or restoration of assets to the extent financed with
insurance proceeds, cash awards arising from a taking by eminent
domain or condemnation or cash proceeds of asset dispositions
reinvested in replacement assets.”
““
EBITDA ” means for any period, without duplication,
the sum of the following for the Loan Parties on a consolidated
basis, each calculated for such period: (a) Net Income (as
adjusted for by the Board of Directors of Mirion for non-recurring
charges and specifically excluding extraordinary gains or
extraordinary losses and gains or losses from sales of assets,
other than inventory sold in the ordinary course of business),
minus (b) interest income, plus
(c) interest expense, plus (d) charges against
income for Taxes, plus (e) depreciation expenses, plus
(f) amortization expenses, plus (g) all non-cash
compensation expenses of the Loan Parties on a consolidated basis,
plus (h) Management Fees.
““
Fixed Charges ” means, for any period, and each
calculated for such period (without duplication) on a consolidated
basis, (a) cash interest expense of the Loan Parties;
plus (b)&n
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