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 MIRION TECHNOLOGIES (MGPI), INC. (fka MGP
INSTRUMENTS, INC.), a Delaware corporation (“ Borrower
”), DOSIMETRY ACQUISITIONS (U.S.), LLC, a Delaware limited
liability company, and successor by merger to Dosimetry
Acquisitions (U.S.), Inc. (“ TopCo ”) as
Guarantor, 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, Borrower,
Agent and the Purchasers are parties to that certain Amended and
Restated Note and Equity Purchase Agreement, dated as of
June 23, 2004 (as amended from time to time, the “
Purchase Agreement ”), pursuant to which the
Purchasers purchased Notes issued by the Borrower;
WHEREAS, as part
of a project to change the corporate names of the operating
companies within the Mirion corporate group, Borrower has changed
its corporate name from MGP Instruments, Inc. to Mirion
Technologies (MGPI), Inc. on May 27, 2009;
WHEREAS, as part
of an international tax restructuring of the Mirion corporate
group, TopCo, which is a wholly owned subsidiary of Mirion
Technologies, Inc. (“ Mirion ”) desires to
acquire equity ownership of Mirion’s indirect wholly owned
subsidiary, Mirion Technologies (IST France) SAS (fka IST Auxitrol
Nuclear SAS);
WHEREAS, on
February 10, 2004, Dosimetry Acquisitions (U.S.), Inc. was
incorporated as a Delaware corporation; on December 15, 2005,
Dosimetry Acquisitions (U.S.), LLC was formed as a Delaware limited
liability company; and December 31, 2005 Dosimetry
Acquisitions (U.S.), Inc. merged with and into Dosimetry
Acquisitions (U.S.), LLC;
WHEREAS, the
Purchase Agreement requires the Borrower’s board of directors
to be the same in composition as TopCo’s and to meet
quarterly but Dosimetry Acquisitions (U.S.), LLC, being a limited
liability company, has no board of directors;
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 Borrower’s
obligations and the Purchasers’ rights, solely with respect
to the Borrower’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(p), 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 Borrower’s Covenants Not to Amend Charter
Documents or Bylaws . The Purchasers hereby waive the
Borrower’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 Borrower’s change to its corporate name,
including without limitation Section 7.2(k) 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 with
Respect to International Tax Restructuring . The Purchasers
hereby waive the Borrower’s obligations and Purchasers’
rights, solely with respect to the transfer of equity ownership of
Mirion Technologies (IST France) SAS to TopCo, under the Purchase
Agreement, including without limitation Sections 7.2(e) and
7.2(f), 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 Composition and Meeting Requirement . The Purchasers
hereby waive the Borrower’s obligations and Purchasers’
rights, solely with respect to the requirement that the
Borrower’s board of directors be identical in composition to
the board of directors of TopCo and that such board of directors
meet at least quarterly, under the Purchase Agreement, including
without limitation Section 7.1(i)(i) 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.
2.1 Amendment
with Respect to Name Change . All references to “MGP
Instruments, Inc.” in the Purchase Agreement (and in all
other provisions of the
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