Mirion S-1/A IPO registration (amended)

EXHIBIT 10.4.11

Execution Version

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 August 17, 2010 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 inAnnex A attached hereto (or any amendment or supplement thereto) (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL, LIMITED (successor by merger to American Capital Financial Services, Inc.), a Delaware corporation (“ACAS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     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, Agent and the Purchasers have previously entered into waivers regarding obligations and covenants contained in the Purchase Agreement, for the period commencing on June 30, 2006 and ending July 1, 2010;

     WHEREAS, Agent and the Purchasers now desire to waive the Company’s non-financial obligations and covenants contained in the Purchase Agreement for the period commencing on July 1, 2010 and ending July 1, 2011;

     WHEREAS, the Agent and the Purchasers have granted the prior waivers and desire to grant the current Waiver, solely for the avoidance of doubt and confirmation to the Company’s auditors and not for the purposes of implying that the Company is, or has been, in default or breach of the Purchase Agreement;

     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:

ARTICLE 1

WAIVERS TO PURCHASE AGREEMENT

     1.1Waiver of Covenants. The Purchasers hereby waive the Company’s obligations and Purchasers’ rights with respect to all non-financial covenants under the Purchase Agreement, including without limitation the provisions contained in Sections 7.1 and 7.2, for the period commencing on July 1, 2010 and ending upon July 1, 2011, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

ARTICLE 2

EFFECT OF WAIVER

     2.1No Waiver or Novation. Except for the waivers contemplated by this Waiver, the execution, delivery and effectiveness of this Waiver shall not (i) operate as a waiver of any future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver of, or consent to and departure from, any provision of the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase Agreement or the other Note Documents.

     2.2Ratification. Except as expressly modified hereby, the Purchase Agreement and all other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

     3.1Representations and Warranties. The Company represents and warrants to Agent and the Purchasers that (a) it has full power and authority to execute and deliver this Waiver and to perform its obligations hereunder, (b) upon the execution and delivery hereof, this Waiver will be valid, binding and enforceable against the Company in accordance with its terms and (c) the Company has no defense, counterclaim or offset with respect to the Agreement or the Notes.

ARTICLE 4

CONDITIONS PRECEDENT

     4.1Conditions Precedent. The effectiveness of this Waiver is subject to Agent’s receipt from the Company, on or before the date hereof, of an original of this Waiver, duly executed, and delivered in a manner satisfactory to Agent.

ARTICLE 5

AGENT FEES

     5.1Agent’s Fees and Expenses. The Company shall pay or cause to be paid to Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the Waiver.

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ARTICLE 6

MISCELLANEOUS

     6.1Affirmations. The Company hereby: (i) affirms all the provisions of the Purchase Agreement, as modified by this Waiver, and all the provisions of each of the other Transaction Documents, (ii) agrees that the terms and conditions of the Purchase Agreement, as modified by this Waiver, and all other Transaction Documents, as modified by the Waiver, shall continue in full force and effect, and (iii) affirms that except as specifically referenced herein, the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any right, power or remedy of ACAS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

     6.2Governing Law. This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws.

     6.3Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Waiver, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Waiver.

     6.4Headings. Section headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other purpose.

     6.5Counterparts. This Waiver may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

     6.6Severability. Whenever possible, each provision of this Waiver shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Waiver is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Waiver.

     6.7Facsimile Signatures. This Waiver may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

     6.8Integration. This Waiver, the Purchase Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

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     6.9Defined Terms. Capitalized terms used in this Waiver and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

     6.10No Third Party Beneficiaries. The terms and provisions of this Waiver shall be for the sole benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Waiver.

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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the day and year first above written.

COMPANY: MIRION TECHNOLOGIES (GDS), INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary

[Signature Page 1 of 2 to GDS Waiver]

AGENT: AMERICAN CAPITAL, LIMITED (successor by merger to American Capital Financial Services, Inc.)
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Senior Vice President
PURCHASERS: AMERICAN CAPITAL, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Senior Vice President
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Senior Vice President
ACAS BUSINESS LOAN TRUST 2006-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Senior Vice President
ACAS BUSINESS LOAN TRUST 2007-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Senior Vice President
ACAS BUSINESS LOAN TRUST 2007-2
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Senior Vice President

[Signature Page 2 of 2 to GDS Waiver]

ANNEX A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchasers

AMERICAN CAPITAL, LTD.
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

ACAS BUSINESS LOAN TRUST 2005-1
ACAS BUSINESS LOAN TRUST 2006-1
ACAS BUSINESS LOAN TRUST 2007-1
ACAS BUSINESS LOAN TRUST 2007-2
c/o American Capital, Ltd., as Servicer
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814