WAIVER AND AMENDMENT AGREEMENT
TO
NOTE AND EQUITY PURCHASE AGREEMENT
THIS WAIVER AND
AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this
“ Waiver and Amendment ”) is made and entered
into as of July 31, 2009 by and among, MIRION TECHNOLOGIES
(GDS), INC. (fka 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, the
Company, Agent and the Purchasers are parties to that certain
Amendment No. 1 to the Amended and Restated Note and Equity
Purchase Agreement, dated as of October 14, 2005, pursuant to
which the Purchasers agreed to make loans and advances to the
Company on a revolving credit basis;
WHEREAS, Agent and
the Purchasers have agreed to waive the Company’s obligations
and covenants contained in the Purchase Agreement for the period
commencing on June 30, 2006 and ending upon July 1,
2009;
WHEREAS, Agent and
the Purchasers have agreed to amend the Purchase Agreement to
extend the Revolving Loan Termination Date, the maturity date of
the Junior Subordinated Notes and the Senior Subordinated Notes;
and
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 and Amendment.
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 of
Covenants . The Purchasers hereby waive the Company’s
obligations and Purchasers’ rights with respect to all
covenants under the Purchase Agreement, including without
limitation the provisions contained in Article 7, for the
period commencing on June 30, 2006 and ending upon
July 1, 2009, 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 Revolving Loans . Section 2.5A(a) of the
Purchase Agreement is hereby amended and restated in its entirety
as follows:
“(a) Subject
to the terms and conditions set forth in this Agreement, on or
after the Term D Closing Date and to, but excluding, July 1,
2011, unless terminated earlier pursuant to the terms hereof (the
“ Revolving Loan Termination Date ”), Purchasers
designated on Annex B shall, severally, on a pro rata basis
based on the percentages specified in Annex B , make loans
and advances to the Company on a revolving credit basis
(collectively, the “ Revolving Loans ”) in an
aggregate amount outstanding at any time up to the Revolving Loan
Commitment Amount. From and after the Term D Closing, the Revolving
Loans shall be evidenced by a promissory note made by the Company
in favor of Purchasers having Revolving Loan Commitments in the
form attached hereto as Exhibit K (together with any
such notes issued in substitution thereof pursuant to
Sections 6.3 and 6.4, “ Revolving Notes ”).
The date and amount of each Revolving Loan made by such 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 record shall not affect the obligations of the
Company to make payments when due of any amounts owing in respect
of the Revolving Loans.”
2.2 Amendment
with Respect to Notes .
2.2.1
Sections 2.4 and 2.5 of the Purchase Agreement are hereby
amended and restated in their entirety as follows:
“2.4
Senior Subordinated Notes . The Company has duly authorized
the issuance and sale to Purchasers of $8,600,000 in aggregate
principal amount of the Company’s Senior Subordinated Notes
July 1, 2011 (together with any Notes issued in substitution
therefor pursuant to Sections 6.3 and 6.3 the “ Senior
Subordinated Notes ”), to be substantially in the form of
the Senior Subordinated Notes attached hereto as
Exhibit C .
2.5
Junior Subordinated Notes . The Company has duly authorized
the issuance and sale to Purchasers of $8,600,000 in aggregate
principal amount of the Company’s Junior Subordinated Notes
July 1, 2011 (together with any Notes issued in substitution
therefor pursuant to Sections 6.3 and 6.3 the “
Junior Subordinated Notes ”) (the Junior Subordinated
Notes together with the Senior Subordinated Notes, the “
Subordinated Notes ”). The Junior Subordinated Notes
are authorized in two tranches: Tranche A Junior Subordinated Notes
in the aggregate principle amount of $4,300,000 (“ Tranche
A Notes ”) and Tranche B Junior Subordin
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