WAIVER AGREEMENT TO NOTE AND
EQUITY PURCHASE AGREEMENT
THIS WAIVER
AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “
Waiver ”) is made and entered into as of June 15,
2009 by and among GLOBAL DOSIMETRY SOLUTIONS, INC., a Delaware
corporation (the “ Company ”), the securities
purchasers that are now and hereafter at any time parties thereto,
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 ”).
WHEREAS, the
Company, Agent and the Purchasers are parties to that certain
Amended and Restated Note and Equity Purchase Agreement, dated as
of November 10, 2004 (as amended from time to time, the
“ Purchase Agreement ”), pursuant to which the
Purchasers purchased Notes issued by the Company;
WHEREAS, as part
of a project to change the corporate names of the operating
companies within the Mirion corporate group, the Company has
changed, or will change, its corporate name to Mirion Technologies
(GDS), Inc.;
WHEREAS, as part
of efforts to ensure consistency in the financial statements of
Mirion Technologies, Inc. (“ Mirion ”) and the
Company, which is indirectly wholly owned by Mirion, the Company
has changed, or may change, its Fiscal Year to end on
June 30 th of
each year and the Company, Purchaser and Agent now desire to
memorialize the Purchasers’ waiver and consent for such
change;
WHEREAS, Agent and
Purchasers have agreed to waive sections of the Purchase Agreement
with respect to the above matters, as set forth and subject to the
terms and conditions in this Waiver;
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 follow:
WAIVERS TO PURCHASE
AGREEMENT
1.1 Waiver with
Respect to Name Changes .
1.1.1
Waiver of Notice Period for Changed or Additional Business
Names . The Purchasers hereby waive the Company’s
obligations and the Purchasers’ rights, solely with respect
to the Company’s obligations to provide at least 30 days
advance written notice of a change to its corporate name and
establishment of additional trade names, under the Purchase
Agreement, including without limitation
Section 7.2(o),
and the
Purchasers hereby waive any related rights to the extent such acts
have constituted, or will constitute, an Event of
Default.
1.1.2
Waiver of the Company’s Covenants Not to Amend Charter
Documents or Bylaws . The Purchasers hereby waive the
Company’s obligations and Purchasers’ rights under the
Purchase Agreement, solely with respect to amendments,
modifications, termination or waiver of Charter Documents or Bylaws
in connection with the Company’s change to its corporate
name, including without limitation Section 7.2(j) of the
Purchase Agreement, and the Purchasers hereby waive any related
rights to the extent such acts have constituted, or will
constitute, an Event of Default.
1.2 Waiver of
Fiscal Year Covenant . The Purchasers hereby waive the
Company’s obligations and Purchasers’ rights, solely
with respect to the Company’s change to its Fiscal Year to
end on June 30 th of
each year, under the Purchase Agreement, including without
limitation Section 7.2(m), and the Purchasers hereby waive any
related rights to the extent such acts have constituted, or will
constitute, an Event of Default.
1.3 Waiver of
Board of Directors Covenant . The Purchasers hereby waive the
Company’s obligations and Purchasers’ rights under
Section 7.1(i), solely with respect to the requirement that
the Company’s Board of Directors hold a meeting at least once
per calendar quarter, and the Purchasers hereby waive any related
rights to the extent such acts have constituted, or will
constitute, an Event of Default.
2.1 Amendment
with Respect to Name Change . All references to “Global
Dosimetry Solutions, Inc.” in the Purchase Agreement (and in
all other provisions of the Transaction Documents) shall be
replaced with “Mirion Technologies (GDS), Inc.” upon
completion.
2.2 Amendment
with respect to Board of Directors Covenant .
Section 7.1(i) is hereby amended and restated in its entirety
to read as follows:
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